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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
Commission file number: 1-13762
RECKSON OPERATING PARTNERSHIP, L. P.
(Exact name of registrant as specified in its charter)
Delaware 11-3233647
- -------- ----------
(State other jurisdiction of incorporation of organization) (IRS. Employer Identification Number)
225 Broadhollow Road, Melville, NY 11747
- ---------------------------------- -----
(Address of principal executive office) (zip code)
(631) 694-6900
(Registrant's telephone number including area code)
---------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) Yes X No__, and (2) has been
subject to such filing requirements for the past 90 days. Yes X No .
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RECKSON OPERATING PARTNERSHIP, L.P.
QUARTERLY REPORT
FOR THE THREE MONTHS ENDED MARCH 31, 2002
TABLE OF CONTENTS
INDEX PAGE
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2002 (unaudited) and
December 31, 2001..............................................................................2
Consolidated Statements of Income for the three months ended
March 31, 2002 and 2001 (unaudited)............................................................3
Consolidated Statements of Cash Flows for the three months ended
March 31, 2002 and 2001 (unaudited)............................................................4
Notes to the Consolidated Financial Statements (unaudited).....................................5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.........12
Item 3. Quantitative and Qualitative Disclosures about Market Risk....................................22
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PART II. OTHER INFORMATION
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Item 1. Legal Proceeding..............................................................................27
Item 2. Changes in Securities and Use of Proceeds.....................................................27
Item 3. Defaults Upon Senior Securities...............................................................27
Item 4. Submission of Matters to a Vote of Securities Holders.........................................27
Item 5. Other Information.............................................................................27
Item 6. Exhibits and Reports on Form 8-K..............................................................27
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SIGNATURES 27
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1
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
RECKSON OPERATING PARTNERSHIP, L. P.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT UNIT AMOUNTS)
MARCH 31, 2002 DECEMBER 31, 2001
ASSETS (UNAUDITED)
----------------------- ----------------------
Commercial real estate properties, at cost
Land.................................................................. $ 409,824 $ 408,837
Buildings and improvements............................................ 2,345,406 2,328,374
Developments in progress:
Land.................................................................. 68,769 69,365
Development costs..................................................... 70,482 74,303
Furniture, fixtures and equipment.......................................... 7,731 7,725
----------------------- ----------------------
2,902,212 2,888,604
Less accumulated depreciation......................................... (384,696) (361,960)
----------------------- ----------------------
2,517,516 2,526,644
Investments in real estate joint ventures.................................. 5,673 5,744
Investment in mortgage notes and notes receivable.......................... 55,710 56,234
Cash and cash equivalents.................................................. 35,991 121,773
Tenant receivables......................................................... 10,617 9,633
Investments in service companies and affiliate loans and joint ventures.... 90,510 84,142
Deferred rents receivable.................................................. 89,838 81,089
Prepaid expenses and other assets.......................................... 22,793 45,303
Contract and land deposits and pre-acquisition costs....................... 27,848 3,782
Deferred lease and loan costs ............................................. 64,495 64,438
----------------------- ----------------------
TOTAL ASSETS.......................................................... $ 2,920,991 $ 2,998,782
======================= ======================
LIABILITIES
Mortgage notes payable..................................................... $ 748,591 $ 751,077
Unsecured credit facility.................................................. 217,000 271,600
Senior unsecured notes..................................................... 449,484 449,463
Accrued expenses and other liabilities..................................... 68,437 84,651
Distributions payable...................................................... 33,008 32,988
----------------------- ----------------------
TOTAL LIABILITIES..................................................... 1,516,520 1,589,779
Minority partners' interests in consolidated partnerships.................. 243,722 242,698
----------------------- ----------------------
Commitments and contingencies.............................................. --- ---
PARTNERS' CAPITAL
Preferred Capital, 11,211,662 and 11,222,965 units outstanding,
respectively........................................................... 290,270 301,573
General Partners' Capital:
Class A common units, 50,305,143 and 49,982,377 units outstanding,
respectively........................................................... 554,924 551,417
Class B common units, 10,283,513 units outstanding....................... 228,803 231,428
Limited Partners' Capital:
Class A common units, 7,942,692 and 7,487,218 units outstanding,
respectively.......................................................... 86,752 81,887
----------------------- ----------------------
TOTAL PARTNERS' CAPITAL................................................. 1,160,749 1,166,305
----------------------- ----------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL............................... $ 2,920,991 $ 2,998,782
======================= ======================
(see accompanying notes to financial statements)
2
RECKSON OPERATING PARTNERSHIP, L. P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED AND IN THOUSANDS, EXCEPT UNIT DATA)
THREE MONTHS ENDED
MARCH 31,
----------------------------------------------------
2002 2001
------------------------- ------------------------
REVENUES:
Base rents................................................................ $ 107,169 $ 107,494
Tenant escalations and reimbursements..................................... 15,336 15,945
Equity in earnings of real estate joint ventures and service companies.... 335 398
Interest income on mortgage notes and notes receivable.................... 1,556 1,508
Gain on sales of real estate.............................................. 537 ---
Investment and other income............................................... 533 5,530
------------------------- ------------------------
TOTAL REVENUES....................................................... 125,466 130,875
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EXPENSES:
Property operating expenses............................................... 42,212 40,994
Marketing, general and administrative..................................... 6,189 6,484
Interest.................................................................. 20,991 23,631
Depreciation and amortization............................................. 26,136 23,521
------------------------- ------------------------
TOTAL EXPENSES....................................................... 95,528 94,630
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Income before distributions to preferred unit holders and
minority interests................................................... 29,938 36,245
Minority partners' interests in consolidated partnerships................. (5,120) (5,755)
------------------------- ------------------------
Net income................................................................ 24,818 30,490
Preferred unit distributions.............................................. (5,948) (6,085)
------------------------- ------------------------
Net income available to common unit holders............................... $ 18,870 $ 24,405
========================= ========================
Net Income available to:
Class A common units................................................. $ 14,818 $ 18,765
Class B common units................................................. 4,052 5,640
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Total..................................................................... $ 18,870 $ 24,405
========================= ========================
Net income per weighted average common units:
Class A common unit.................................................... $ .26 $ .35
========================= ========================
Class B common unit.................................................... $ .39 $ .55
========================= ========================
Weighted average common units outstanding:
Class A common units................................................. 57,520,435 53,176,930
Class B common units................................................. 10,283,513 10,283,513
(see accompanying notes to financial statements)
3
RECKSON OPERATING PARTNERSHIP, L. P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED AND IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
------------------------------------------
2002 2001
------------------- ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................................... $ 24,818 $ 30,490
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization.............................................. 26,136 23,521
Gain on sales of real estate............................................... (537) ---
Minority partners' interests in consolidated partnerships.................. 5,120 5,755
Equity in earnings of real estate joint ventures and service companies..... (335) (398)
Changes in operating assets and liabilities:
Prepaid expenses and other assets.......................................... 13,375 13,252
Tenant receivables......................................................... (984) (1,188)
Deferred rents receivable.................................................. (8,749) (11,203)
Real estate tax escrows.................................................... (1,806) (1,937)
Accrued expenses and other liabilities..................................... (22,498) (12,093)
------------------- ---------------------
Net cash provided by operating activities.................................. 34,540 46,199
------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in contract deposits and pre-acquisition costs.................... (9,134) (795)
Proceeds from mortgage note receivable repayments.......................... 4 3
Additions to commercial real estate properties............................. (4,931) (43,568)
Additions to developments in progress...................................... (3,621) (5,078)
Payment of leasing costs................................................... (2,987) (3,102)
Additions to furniture, fixtures and equipment............................. (6) (113)
Proceeds from sales of real estate......................................... 600 ---
Investments in affiliate joint ventures.................................... --- (32,752)
------------------- ---------------------
Net cash used in investing activities..................................... (20,075) (85,405)
------------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on secured borrowings................................... (2,486) (1,883)
Payment of loan costs...................................................... (322) (334)
(Increase) decrease in investments in affiliate loans and service companies (6,190) 3,099
Proceeds from of unsecured credit facility................................. 30,000 88,000
Repayment of unsecured credit facility..................................... (84,600) ---
Distributions to minority partners in consolidated partnerships............ (4,096) (5,104)
Contributions.............................................................. 4,492 1,338
Distributions ............................................................. (37,045) (32,728)
------------------- ---------------------
Net cash (used in) provided by financing activities........................... (100,247) 52,388
------------------- ---------------------
Net (decrease) increase in cash and cash equivalents.......................... (85,782) 13,182
Cash and cash equivalents at beginning of period.............................. 121,773 16,624
------------------- ---------------------
Cash and cash equivalents at end of period.................................... $ 35,991 $ 29,806
=================== =====================
(see accompanying notes to financial statements)
4
RECKSON OPERATING PARTNERSHIP, L. P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
1. ORGANIZATION AND FORMATION OF THE OPERATING PARTNERSHIP
Reckson Operating Partnership, L. P. (the "Operating Partnership") commenced
operations on June 2, 1995. The sole general partner in the Operating
Partnership, Reckson Associates Realty Corp. (the "Company") is a
self-administered and self-managed real estate investment trust ("REIT").
The Operating Partnership is engaged in the ownership, management,
operation, leasing and development of commercial real estate properties,
principally office and industrial buildings and also owns certain undeveloped
land (collectively, the "Properties") located in the New York tri-state area
(the "Tri-State Area").
During June 1995, the Company contributed approximately $162 million in
cash to the Operating Partnership in exchange for an approximate 73% general
partnership interest. All Properties acquired by the Company are held by or
through the Operating Partnership. In addition, in connection with the formation
of the Operating Partnership, the Operating Partnership executed various option
and purchase agreements whereby it issued common units of limited partnership
interest in the Operating Partnership ("Units") to the continuing investors and
assumed certain indebtedness in exchange for interests in certain property
partnerships, fee simple and leasehold interests in properties and development
land, certain other business assets and 100% of the non-voting preferred stock
of the management and construction companies. At March 31, 2002, the Company's
ownership percentage in the Operating Partnership was approximately 88.4%.
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the consolidated
financial position of the Operating Partnership and its subsidiaries at March
31, 2002 and December 31, 2001 and the results of their operations and their
cash flows for the three months ended March 31, 2002 and 2001, respectively. The
Operating Partnership's investments in majority owned and/or controlled real
estate joint ventures are reflected in the accompanying financial statements on
a consolidated basis with a reduction for minority partners' interest. The
operating results of the service businesses currently conducted by Reckson
Management Group, Inc., RANY Management Group, Inc. and Reckson Construction
Group, Inc., in which the Operating Partnership owns a non-controlling interest,
are reflected in the accompanying financial statements on the equity method of
accounting. The Operating Partnership also invests in real estate joint ventures
where it may own less than a controlling interest. Such investments are also
reflected in the accompanying financial statements on the equity method of
accounting. All significant intercompany balances and transactions have been
eliminated in the consolidated financial statements.
The minority partners' interests in consolidated partnerships at March 31,
2002 represent a 49% interest in RT Tri-State LLC, owner of an eight property
suburban office portfolio, a 40% interest in Omni Partners, L.P., owner of a
575,000 square foot suburban office property and beginning December 21, 2001, a
49% interest in Metropolitan 919 Third Avenue, LLC, owner of the property
located at 919 Third Avenue, New York, NY.
5
The accompanying interim unaudited financial statements have been prepared
by the Operating Partnership's management pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). Certain information and
footnote disclosure normally included in the financial statements prepared in
accordance with accounting principles generally accepted in the United States
("GAAP") may have been condensed or omitted pursuant to such rules and
regulations, although management believes that the disclosures are adequate to
make the information presented not misleading. The unaudited financial
statements as of March 31, 2002 and for the three month periods ended March 31,
2002 and 2001 include, in the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary to present fairly the financial
information set forth herein. The results of operations for the interim periods
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2002. These financial statements should be read in
conjunction with the Operating Partnership's audited financial statements and
notes thereto included in the Operating Partnership's Form 10-K for the year
ended December 31, 2001.
In October 2001, the Financial Accounting Standards Board issued Statement
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
Statement No. 144 provides accounting guidance for financial accounting and
reporting for the impairment or disposal of long-lived assets. Statement No. 144
supersedes Statement No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of. It also supersedes the accounting
and reporting provisions of Accounting Principles Board Opinion No. 30,
Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions related to the disposal of a segment of a business.
Statement No. 144 is effective for fiscal years beginning after December 15,
2001. The Operating Partnership adopted Statement No. 144 on January 1, 2002.
The adoption of this statement did not have a material effect on the results of
operations or the financial position of the Operating Partnership.
Certain prior year amounts have been reclassified to conform to the current
year presentation.
3. MORTGAGE NOTES PAYABLE
As of March 31, 2002, the Operating Partnership had approximately $748.6
million of fixed rate mortgage notes which mature at various times between 2004
and 2027. The notes are secured by 21 properties with a net carrying value of
approximately $1.5 billion and have a weighted average interest rate of
approximately 7.3%.
4. SENIOR UNSECURED NOTES
As of March 31, 2002, the Operating Partnership had outstanding
approximately $449.5 million (net of issuance discounts) of senior unsecured
notes (the "Senior Unsecured Notes"). The following table sets forth the
Operating Partnership's Senior Unsecured Notes and other related disclosures
(dollars in thousands):
FACE
ISSUANCE AMOUNT COUPON RATE TERM MATURITY
--------------------- -------------------- ------------------ -------------------------------------------
August 27, 1997 $ 150,000 7.20% 10 years August 28, 2007
March 26, 1999 $ 100,000 7.40% 5 years March 15, 2004
March 26, 1999 $ 200,000 7.75% 10 years March 15, 2009
Interest on the Senior Unsecured Notes is payable semiannually with
principal and unpaid interest due on the scheduled maturity dates. In addition,
the Senior Unsecured Notes issued on March 26, 1999 were issued at an aggregate
discount of $738,000. Such discount is being amortized over the term of the
Senior Unsecured Notes to which they relate.
6
5. UNSECURED CREDIT FACILITY
As of March 31, 2002, the Operating Partnership had a three year $575
million unsecured revolving credit facility (the "Credit Facility") from The
Chase Manhattan Bank, as administrative agent, UBS Warburg LLC as syndication
agent and Deutsche Bank as documentation agent. The Credit Facility matures in
September 2003 and borrowings under the Credit Facility are currently priced off
LIBOR plus 105 basis points.
The Operating Partnership utilizes the Credit Facility primarily to finance
real estate investments, fund its real estate development activities and for
working capital purposes. At March 31, 2002, the Operating Partnership had
availability under the Credit Facility to borrow an additional $358.0 million
(of which approximately $25.9 million has been allocated for outstanding undrawn
letters of credit), subject to compliance with certain financial covenants.
6. COMMERCIAL REAL ESTATE INVESTMENTS
As of March 31, 2002, the Operating Partnership owned and operated 77
office properties (inclusive of eleven office properties owned through joint
ventures) comprising approximately 13.8 million square feet, 102 industrial
properties comprising approximately 6.8 million square feet and two retail
properties comprising approximately 20,000 square feet located in the Tri-State
Area.
The Operating Partnership also owns approximately 254 acres of land in 12
separate parcels of which the Operating Partnership can develop approximately
two million square feet of office space and approximately 450,000 square feet of
industrial space. On April 1, 2002, the Operating Partnership paid approximately
$23.8 million to acquire an additional 52.7 acres of land located in Valhalla,
NY on which the Company can develop approximately 875,000 square feet of office
space. The Operating Partnership financed this acquisition in part from the
sales proceeds of an office property being held by a qualified intermediary for
the purposes of an exchange of real property pursuant to Section 1031 of the
Internal Revenue Code of 1986 and from an advance under the Credit Facility. In
addition, the Operating Partnership owns a 32 acre land parcel in Rye Brook, NY
which is under contract for sale for approximately $22.3 million. The closing is
scheduled to occur during 2002.
The Operating Partnership also owns a 357,000 square foot office building in
Orlando, Florida and has invested approximately $17.0 million in a note
receivable secured by a partnership interest in Omni Partners, L.P., owner of
the Omni, a 575,000 square foot Class A office property located in Uniondale, NY
and $36.5 million under three notes which bear interest at rates ranging from
10.5% to 12% per annum and are secured by a minority partner's preferred unit
interest in the Operating Partnership and certain real property.
On December 21, 2001, the Operating Partnership formed a joint venture with
the New York State Teachers' Retirement System ("NYSTRS") whereby NYSTRS
acquired a 49% indirect interest in the property located at 919 Third Avenue,
New York, NY for $220.5 million which included $122.1 million of its
proportionate share of secured mortgage debt and approximately $98.4 million of
cash which was then distributed to the Operating Partnership. On January 4,
2002, net proceeds from this sale were used primarily to repay borrowings under
the Credit Facility and for working capital purposes.
In addition, the Operating Partnership has entered into a contract to sell,
for approximately $18.5 million, two Class A office properties located in
Westchester County, NY aggregating approximately 157,000 square feet. The
closing is scheduled to occur during the second quarter of 2002.
7
7. PARTNERS' CAPITAL
During the three months ended March 31, 2002, approximately 11,303 Series E
preferred units of the limited partnership interest, with a liquidation
preference value of approximately $11.3 million, were exchanged for 451,934
Units at a price of $25.01 per Unit.
The Operating Partnership currently has issued and outstanding 10,283,513
Class B common units, all of which are held by the Company. The Class B common
units currently receive an annual distribution of $2.5968 per unit, which is
subject to adjustment annually based on a formula which measures increases or
decreases in the Company's Funds From Operations, as defined, over a base year.
The Class B common units are exchangeable at any time, at the option of the
holder, into an equal number of Class A common units subject to customary
antidilution adjustments. The Operating Partnership, at its option, may redeem
any or all of the Class B common units in exchange for an equal number of Class
A common units at any time following November 23, 2003.
During March 2002, the Operating Partnership declared the following
distributions:
RECORD PAYMENT THREE MONTHS ANNUALIZED
SECURITY DISTRIBUTION DATE DATE ENDED DISTRIBUTION
-------- ------------ ---- ---- ----- ------------
Class A common unit $.4246 April 5, 2002 April 17, 2002 March 31, 2002 $1.6984
Class B common unit $.6492 April 12, 2002 April 30, 2002 April 30, 2002 $2.5968
Series A preferred unit $.4766 April 12, 2002 April 30, 2002 April 30, 2002 $1.9063
Series E preferred unit $.553125 April 12, 2002 April 30, 2002 April 30, 2002 $2.2125
The Board of Directors of the Company has authorized the purchase of up to
an additional five million shares of the Company's Class B common stock and/or
its Class A common stock. Previously, in conjunction with the Company's common
stock buy-back program, the Operating Partnership purchased and retired
1,410,804 Class B common units at an average price of $21.48 per unit and 61,704
Class A common units at an average price of $23.03 per unit for an aggregate
purchase price of approximately $31.7 million. In addition, the Board of
Directors of the Company has formed a pricing committee to consider purchases of
the Company's outstanding preferred securities.
Net income per common partnership unit is determined by allocating net
income after preferred distributions and minority partners' interest in
consolidated partnerships income to the general and limited partners' based on
their weighted average distribution per common partnership units outstanding
during the respective periods presented.
Holders of preferred units of limited and general partnership interest are
entitled to distributions based on the stated rates of return (subject to
adjustment) for those units.
8. SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION (IN THOUSANDS)
Three Months Ended
March 31,
--------------------------
2002 2001
---------- ---------
Cash paid during the period for interest.......................................... $ 31,219 $ 34,950
========== ========
Interest capitalized during the period ........................................... $ 2,607 $ 2,703
=========== =========
8
9. SEGMENT DISCLOSURE
The Operating Partnership's portfolio consists of Class A office properties
located within the New York City metropolitan area and Class A suburban office
and industrial properties located and operated within the Tri-State Area (the
"Core Portfolio"). In addition the Operating Partnership's portfolio includes
one office property located in Orlando, Florida. The Operating Partnership has
managing directors who report directly to the Co-Presidents and Chief Financial
Officer of the Company who have been identified as the Chief Operating Decision
Makers because of their final authority over resource allocation decisions and
performance assessment.
The Operating Partnership does not consider (i) interest incurred on its
Credit Facility and Senior Unsecured Notes and (ii) the operating performance of
the office property located in Orlando, Florida as part of its Core Portfolio's
property operating performance.
The following table sets forth the components of the Operating
Partnership's revenues and expenses and other related disclosures for the three
months ended March 31, 2002 and 2001 (in thousands):
THREE MONTHS ENDED
----------------------------------------------------------------------------------------
MARCH 31, 2002 MARCH 31, 2001
------------------------------------------- ------------------------------------------
CONSOLIDATED CONSOLIDATED
CORE PORTFOLIO OTHER TOTALS CORE PORTFOLIO OTHER TOTALS
-------------- ----- ------ -------------- ----- ------
REVENUES:
Base rents, tenant
escalations and
reimbursements........ $ 120,198 $ 2,307 $ 122,505 $ 120,722 $ 2,717 $ 123,439
Equity in earnings of
real estate joint
ventures and service
companies........... --- 335 335 --- 398 398
Other income 952 1,674 2,626 549 6,489 7,038
-------------- ------------ ------------- ------------- ------------ ------------
Total Revenues........ 121,150 4,316 125,466 121,271 9,604 130,875
-------------- ------------ ------------- ------------- ------------ ------------
EXPENSES:
Property operating
Expenses.............. 41,420 792 42,212 40,354 640 40,994
Marketing, general
and administrative.... 4,604 1,585 6,189 4,624 1,860 6,484
Interest................ 12,964 8,027 20,991 12,906 10,725 23,631
Depreciation and
amortization.......... 24,597 1,539 26,136 21,535 1,986 23,521
-------------- ------------ ------------- ------------- ------------ ------------
Total Expenses...... 83,585 11,943 95,528 79,419 15,211 94,630
-------------- ------------ ------------- ------------- ------------ ------------
Income (loss) before
distributions to
preferred unitholders
and minority interests. $ 37,565 $ (7,627) $ 29,938 $ 41,852 $ (5,607) $ 36,245
============== ============ ============= ============= ============ ============
Total Assets............ $ 2,660,419 $ 260,572 $ 2,920,991 $ 2,642,468 $ 424,183 $ 3,066,651
============== ============ ============= ============= ============ ============
9
10. RELATED PARTY TRANSACTIONS
During 1997, the Company formed FrontLine Capital Group, formerly Reckson
Service Industries, Inc., ("FrontLine") and Reckson Strategic Venture Partners,
LLC ("RSVP"). RSVP is a real estate venture capital fund which invests primarily
in real estate and real estate operating companies outside the Operating
Partnership's core office and industrial focus and whose common equity is held
indirectly by FrontLine. In connection with the formation and spin-off of
FrontLine, the Operating Partnership established an unsecured credit facility
with FrontLine (the "FrontLine Facility") in the amount of $100 million for
FrontLine to use in its investment activities, operations and other general
corporate purposes. The Operating Partnership has advanced approximately $93.4
million under the FrontLine Facility. The Operating Partnership also approved
the funding of investments of up to $100 million relating to RSVP (the "RSVP
Commitment"), through RSVP-controlled joint ventures (for REIT-qualified
investments) or advances made to FrontLine under an unsecured loan facility (the
"RSVP Facility") having terms similar to the FrontLine Facility (advances made
under the RSVP Facility and the FrontLine Facility hereafter, the "FrontLine
Loans"). During March 2001, the Operating Partnership increased the RSVP
Commitment to $110 million and as of March 31, 2002, approximately $109.1
million had been funded through the RSVP Commitment, of which $59.8 million
represents investments by the Operating Partnership in RSVP-controlled
(REIT-qualified) joint ventures and $49.3 million represents loans made to
FrontLine under the RSVP Facility. As of March 31, 2002, interest accrued (net
of reserves) under the FrontLine Facility and the RSVP Facility was
approximately $ 19.6 million.
At June 30, 2001, the Company assessed the recoverability of the FrontLine Loans
and reserved approximately $3.5 million of the interest accrued during the
three-month period then ended. In addition, the Company formed a committee of
its Board of Directors, comprised solely of independent directors, to consider
any actions to be taken by the Company in connection with the FrontLine Loans
and its investments in joint ventures with RSVP. During the third quarter of
2001, the Company noted a significant deterioration in FrontLine's operations
and financial condition and, based on its assessment of value and recoverability
and considering the findings and recommendations of the committee and its
financial advisor, the Operating Partnership recorded a $163 million valuation
reserve charge, inclusive of anticipated costs, in its consolidated statements
of operations relating to its investments in the FrontLine Loans and joint
ventures with RSVP. The Operating Partnership has discontinued the accrual of
interest income with respect to the FrontLine Loans. The Operating Partnership
has also reserved against its share of GAAP equity in earnings from the RSVP
controlled joint ventures funded through the RSVP Commitment until such income
is realized through cash distributions.
At December 31, 2001, the Operating Partnership, pursuant to Section 166 of the
Internal Revenue Code of 1986, charged off $70 million of the aforementioned
reserve directly related to the FrontLine Facility, including accrued interest.
On February 14, 2002, the Operating Partnership charged off an additional $38
million of the reserve directly related to the FrontLine Facility, including
accrued interest and $47 million of the reserve directly related to the RSVP
Facility, including accrued interest.
FrontLine is in default under the FrontLine Loans from the Operating
Partnership, has insufficient cash reserves to continue operations for the next
twelve months and has reported that it is currently in discussions with its
creditors, including the Operating Partnership, and that it may be required to
seek protection from creditors under federal bankruptcy laws. FrontLine has
reported that although negotiations are ongoing, it does not appear likely that
a satisfactory restructuring of these obligations will be achieved. Accordingly,
FrontLine has stated that it is currently considering its future options,
including seeking protection from its creditors under the federal bankruptcy
laws.
As a result of the foregoing, the net carrying value of the Operating
Partnership's investments in the FrontLine Loans and joint venture investments
with RSVP, inclusive of the Operating Partnership's share of previously accrued
GAAP equity in earnings on those investments, is approximately $65.0 million.
Such amount has been reflected in investments in service companies and affiliate
loans and joint ventures on the Operating Partnership's consolidated balance
sheet.
10
Both the FrontLine Facility and the RSVP Facility have a term of five years, are
unsecured and advances under each are recourse obligations of FrontLine.
Notwithstanding the valuation reserve, under the terms of the credit facilities,
interest accrued on the FrontLine Loans at a rate equal to the greater of (a)
the prime rate plus two percent and (b) 12% per annum, with the rate on amounts
that were outstanding for more than one year increasing annually at a rate of
four percent of the prior year's rate. In March 2001, the credit facilities were
amended to provide that (i) interest is payable only at maturity and (ii) the
Company may transfer all or any portion of its rights or obligations under the
credit facilities to its affiliates. The Company requested these changes as a
result of changes in REIT tax laws. As a result of FrontLines default under the
FrontLine Loans, interest on borrowings thereunder accrue interest at default
interest rates ranging between 13% and 14.5% per annum.
In November 1999, the Company received 176,186 shares of the common stock of
FrontLine as fees in connection with the FrontLine Loans. As a result of certain
tax rule provisions included in the REIT Modernization Act, it was determined
that the Company could no longer maintain any equity position in FrontLine. As
part of a compensation program, the Company distributed these shares to certain
non-executive employees subject to recourse loans. The loans were scheduled to
be forgiven over time based on continued employment with the Company. Based on
the current value of FrontLine's common stock the Operating Partnership has
established a valuation reserve charge relating to the outstanding balance of
these loans in the amount of $2.4 million.
11. COMMITMENTS AND CONTINGENCIES
HQ Global Workplaces, Inc., ("HQ") one of the largest providers of flexible
officing solutions in the world and which is controlled by FrontLine currently
operates eleven executive office centers in the Operating Partnership's
properties, three of which are held through joint ventures. The leases under
which these office centers operate expire between 2008 and 2011, encompass
approximately 225,000 square feet and have current contractual annual base rents
of approximately $6.7 million. On March 13, 2002, as a result of experiencing
financial difficulties, HQ voluntarily filed a petition for relief under Chapter
11 of the U.S. Bankruptcy Code. As of March 31, 2002, HQ's leases with the
Operating Partnership were in default under their lease terms and further, HQ
petitioned the Bankruptcy Court to reject two of their leases with the Operating
Partnership effective March 13, 2002. The two rejected leases aggregate
approximately 23,900 square feet and provided for contractual base rents of
approximately $548,000 for the 2002 calendar year. In addition, commencing April
1, 2002 and pursuant to the bankruptcy filing, HQ has been paying current rental
charges, other than the two leases which are being petitioned for rejection,
under their leases with the Operating Partnership. There can be no assurances as
to whether HQ will affirm or reject the remaining leases with the Operating
Partnership or whether or not the Bankruptcy Court will grant HQ's petition to
reject the two aforementioned leases. The Operating Partnership reserved
approximately $500,000 (net of minority partners' interests and including the
Operating Partnership's share of unconsolidated joint venture interest), or 74%,
of the amounts due from HQ as of March 31, 2002.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the historical
financial statements of Reckson Operating Partnership, L. P. (the "Operating
Partnership") and related notes.
The Operating Partnership considers certain statements set forth herein to
be forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, with respect to the Operating Partnership's
expectations for future periods. Certain forward-looking statements, including,
without limitation, statements relating to the timing and success of
acquisitions and the completion of development or redevelopment of properties,
the financing of the Operating Partnership's operations, the ability to lease
vacant space and the ability to renew or relet space under expiring leases,
involve risks and uncertainties. Although the Operating Partnership believes
that the expectations reflected in such forward-looking statements are based on
reasonable assumptions, the actual results may differ materially from those set
forth in the forward-looking statements and the Operating Partnership can give
no assurance that its expectation will be achieved. Among those risks, trends
and uncertainties are: the general economic climate, including the conditions
affecting industries in which our principal tenants compete; changes in the
supply of and demand for office and industrial properties in the New York
Tri-State area; changes in interest rate levels; downturns in rental rate levels
in our markets and our ability to lease or release 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, security and
insurance costs; repayment of debt owed to the Operating Partnership by third
parties (including FrontLine Capital Group); risks associated with joint
ventures; 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. Consequently, such
forward-looking statements should be regarded solely as reflections of the
Operating Partnership's current operating and development plans and estimates.
These plans and estimates are subject to revisions from time to time as
additional information becomes available, and actual results may differ from
those indicated in the referenced statements.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements of the Operating Partnership include
accounts of the Operating Partnership and all majority-owned subsidiaries. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions in certain circumstances that affect amounts reported in the
Operating Partnership's consolidated financial statements and related notes. In
preparing these financial statements, management has utilized information
available including its past history, industry standards and the current
economic environment among other factors in forming its estimates and judgments
of certain amounts included in the consolidated financial statements, giving due
consideration to materiality. It is possible that the ultimate outcome as
anticipated by management in formulating its estimates inherent in these
financial statements may not materialize. However, application of the critical
accounting policies below involves the exercise of judgment and use of
assumptions as to future uncertainties and, as a result, actual results could
differ from these estimates. In addition, other companies may utilize different
estimates, which may impact comparability of the Operating Partnership's results
of operations to those of companies in similar businesses.
Revenue Recognition and Accounts Receivable
Rental revenue is recognized on a straight line basis, which averages
minimum rents over the terms of the leases. The excess of rents recognized over
amounts contractually due are included in deferred rents receivable on the
Operating Partnership's balance sheets. The leases also typically provide for
tenant reimbursements of common area maintenance and other operating expenses
and real estate taxes. Ancillary and other property related income is recognized
in the period earned.
12
The Operating Partnership makes estimates of the collectibility of its
accounts receivables related to base rents, tenant escalations and
reimbursements and other revenue or income. The Operating Partnership
specifically analyzes tenant receivables and analyzes historical bad debts,
customer credit worthiness, current economic trends and changes in customer
payment terms when evaluating the adequacy of its allowance for doubtful
accounts. In addition, when tenants are in bankruptcy the Operating Partnership
makes estimates of the expected recovery of pre-petition administrative and
damage claims. In some cases, the ultimate resolution of those claims can exceed
beyond a year. These estimates have a direct impact on the Operating
Partnership's net income, because a higher bad debt reserve results in less net
income.
The Operating Partnership records interest income on investments in
mortgage notes and notes receivable on an accrual basis of accounting. The
Operating Partnership does not accrue interest on impaired loans where, in the
judgment of management, collection of interest according to the contractual
terms is considered doubtful. Among the factors the Operating Partnership
considers in making an evaluation of the collectibility of interest are: (i) the
status of the loan, (ii) the value of the underlying collateral, (iii) the
financial condition of the borrower and (iv) anticipated future events.
Gain on sales of real estate are recorded when title is conveyed to the
buyer, subject to the buyer's financial commitment being sufficient to provide
economic substance to the sale.
Real Estate
Land, buildings and improvements, furniture, fixtures and equipment are
recorded at cost. Tenant improvements, which are included in buildings and
improvements, are also stated at cost. Expenditures for maintenance and repairs
are charged to operations as incurred. Renovations and/or replacements, which
improve or extend the life of the asset are capitalized and depreciated over
their estimated useful lives.
Depreciation is computed utilizing the straight-line method over the
estimated useful lives of ten to thirty years for buildings and improvements and
five to ten years for furniture, fixtures and equipment. Tenant improvements are
amortized on a straight-line basis over the term of the related leases.
The Operating Partnership is required to make subjective assessments as to
the useful lives of its properties for purposes of determining the amount of
depreciation to reflect on an annual basis with respect to those properties.
These assessments have a direct impact on the Operating Partnership's net
income. Should the Operating Partnership lengthen the expected useful life of a
particular asset, it would be depreciated over more years, and result in less
depreciation expense and higher annual net income.
Assessment by the Operating Partnership of certain other lease related
costs must be made when the Operating Partnership has a reason to believe that
the tenant will not be able to execute under the term of the lease as originally
expected.
Long Lived Assets
On a periodic basis, management assesses whether there are any indicators
that the value of the 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. Such cash flows consider factors
such as expected future operating income, trends and prospects, as well as the
effects of demand, competition and other factors. To the extent impairment has
occurred, the loss will be measured as the excess of the carrying amount of the
property over the fair value of the property.
The Operating Partnership is required to make subjective assessments as to
whether there are impairments in the value of its real estate properties and
other investments. These assessments have a direct impact on the Operating
Partnership's net income, because taking an impairment results in an immediate
negative adjustment to net income. In determining impairment, if any, the
Operating Partnership has adopted the use of Financial Accounting Standards
Board Statement No. 144, Accounting for the Impairment or Disposal of Long Lived
Assets.
13
OVERVIEW AND BACKGROUND
The Operating Partnership, which commenced operations on June 2, 1995, is
engaged in the ownership, management, operation, leasing and development of
commercial real estate properties, principally office and industrial buildings,
and also owns certain undeveloped land located in the New York tri-state area
(the "Tri-State Area"). Reckson Associates Realty Corp. (the "Company"), is a
self-administered and self-managed real estate investment trust ("REIT"), and
serves as the sole general partner in the Operating Partnership.
As of March 31, 2002, the Operating Partnership owned and operated 77 office
properties (inclusive of eleven office properties which are owned through joint
ventures) comprising approximately 13.8 million square feet, 102 industrial
properties comprising approximately 6.8 million square feet and two retail
properties comprising approximately 20,000 square feet located in the Tri-State
Area.
The Operating Partnership also owns approximately 254 acres of land in 12
separate parcels of which the Operating Partnership can develop approximately
two million square feet of office space and approximately 450,000 square feet of
industrial space. On April 1, 2002, the Operating Partnership paid approximately
$23.8 million to acquire an additional 52.7 acres of land located in Valhalla,
NY on which the Operating Partnership can develop approximately 875,000 square
feet of office space. The Operating Partnership financed this acquisition in
part from the sales proceeds of an office property being held by a qualified
intermediary for the purposes of an exchange of real property pursuant to
Section 1031 of the Internal Revenue Code of 1986 and from an advance under the
Credit Facility. In addition, the Operating Partnership owns a 32 acre land
parcel located in Rye Brook, NY which is under contract for sale for
approximately $22.3 million. The closing is scheduled to occur during 2002.
The Operating Partnership also owns a 357,000 square foot office building
located in Orlando, Florida and has invested approximately $17.0 million in a
note receivable secured by a partnership interest in Omni Partners, L. P., owner
of the Omni, a 575,000 square foot Class A Office Property located in Uniondale,
NY, effectively increasing its economic interest in the property owning
partnership and $36.5 million under three notes which are secured by a minority
partner's preferred unit interest in the Operating Partnership and certain real
property.
As part of the Company's REIT structure it is provided management, leasing
and construction related services through taxable REIT subsidiaries as defined
by the Internal Revenue Code of 1986. These services are currently provided by
Reckson Management, Inc., RANY Management Group, Inc., and Reckson Construction
Group, Inc. (collectively, the "Service Companies"). The Operating Partnership
owns a 97% non-controlling interest in the Service Companies. An entity which is
owned by certain executive officers of the Company owns a 3% controlling
interest in the Service Companies.
During July 1998, the Operating Partnership formed Metropolitan Partners,
LLC ("Metropolitan") for the purpose of acquiring Class A office properties in
New York City. Currently the Operating Partnership owns, through Metropolitan,
five Class A office properties aggregating approximately 3.5 million square
feet.
During September 2000, the Operating Partnership formed a joint venture (the
"Tri-State JV") with Teachers Insurance and Annuity Association ("TIAA") and
contributed eight Class A suburban office properties aggregating approximately
1.5 million square feet to the Tri-State JV for a 51% majority ownership
interest. TIAA contributed approximately $136 million for a 49% interest in the
Tri-State JV which was then distributed to the Operating Partnership. For
purposes of its financial statements the Operating Partnership consolidates this
joint venture.
On December 21, 2001, the Operating Partnership formed a joint venture with
the New York State Teachers' Retirement Systems ("NYSTRS") whereby NYSTRS
acquired a 49% indirect interest in the property located at 919 Third Avenue,
New York, NY for $220.5 million which included $122.1 million of its
proportionate share of secured mortgage debt and approximately $98.4 million of
cash which was then distributed to the Operating Partnership. For purposes of
its financial statements, the Operating Partnership consolidates this joint
venture.
In addition, the Operating Partnership has entered into a contract to sell,
for approximately $18.5 million, two Class A office properties located in
Westchester County, NY aggregating approximately 157,000 square feet. The
closing is scheduled to occur during the second quarter of 2002.
14
The market capitalization of the Operating Partnership at March 31, 2002 was
approximately $3.3 billion. The Operating Partnership's market capitalization is
calculated based on the sum of (i) the value of the Operating Partnership's
Class A common units and Class B common units (which, for this purpose, is
assumed to be the same per unit as the market value of a share of the Company's
Class A common stock and Class B common stock), (ii) the liquidation preference
values of the Operating Partnership's preferred units and (iii) the
approximately $1.3 billion (including its share of joint venture debt and net of
minority partners' interests share of joint venture debt) of debt outstanding at
March 31, 2002. As a result, the Operating Partnership's total debt to total
market capitalization ratio at March 31, 2002 equaled approximately 39.0%.
During 1997, the Company formed FrontLine Capital Group, formerly Reckson
Service Industries, Inc., ("FrontLine") and Reckson Strategic Venture Partners,
LLC ("RSVP"). RSVP is a real estate venture capital fund which invests primarily
in real estate and real estate operating companies outside the Operating
Partnership's core office and industrial focus and whose common equity is held
indirectly by FrontLine. In connection with the formation and spin-off of
FrontLine, the Operating Partnership established an unsecured credit facility
with FrontLine (the "FrontLine Facility") in the amount of $100 million for
FrontLine to use in its investment activities, operations and other general
corporate purposes. The Operating Partnership has advanced approximately $93.4
million under the FrontLine Facility. The Operating Partnership also approved
the funding of investments of up to $100 million relating to RSVP (the "RSVP
Commitment"), through RSVP-controlled joint ventures (for REIT-qualified
investments) or advances made to FrontLine under an unsecured loan facility (the
"RSVP Facility") having terms similar to the FrontLine Facility (advances made
under the RSVP Facility and the FrontLine Facility hereafter, the "FrontLine
Loans"). During March 2001, the Operating Partnership increased the RSVP
Commitment to $110 million and as of March 31, 2002, approximately $109.1
million had been funded through the RSVP Commitment, of which $59.8 million
represents investments by the Operating Partnership in RSVP-controlled
(REIT-qualified) joint ventures and $49.3 million represents loans made to
FrontLine under the RSVP Facility. As of March 31, 2002, interest accrued (net
of reserves) under the FrontLine Facility and the RSVP Facility was
approximately $ 19.6 million.
At June 30, 2001, the Company assessed the recoverability of the FrontLine Loans
and reserved approximately $3.5 million of the interest accrued during the
three-month period then ended. In addition, the Company formed a committee of
its Board of Directors, comprised solely of independent directors, to consider
any actions to be taken by the Company in connection with the FrontLine Loans
and its investments in joint ventures with RSVP. During the third quarter of
2001, the Company noted a significant deterioration in FrontLine's operations
and financial condition and, based on its assessment of value and recoverability
and considering the findings and recommendations of the committee and its
financial advisor, the Operating Partnership recorded a $163 million valuation
reserve charge, inclusive of anticipated costs, in its consolidated statements
of operations relating to its investments in the FrontLine Loans and joint
ventures with RSVP. The Operating Partnership has discontinued the accrual of
interest income with respect to the FrontLine Loans. The Operating Partnership
has also reserved against its share of GAAP equity in earnings from the RSVP
controlled joint ventures funded through the RSVP Commitment until such income
is realized through cash distributions.
At December 31, 2001, the Operating Partnership, pursuant to Section 166 of the
Internal Revenue Code of 1986, charged off $70 million of the aforementioned
reserve directly related to the FrontLine Facility, including accrued interest.
On February 14, 2002, the Operating Partnership charged off an additional $38
million of the reserve directly related to the FrontLine Facility, including
accrued interest and $47 million of the reserve directly related to the RSVP
Facility, including accrued interest.
FrontLine is in default under the FrontLine Loans from the Operating
Partnership, has insufficient cash reserves to continue operations for the next
twelve months and has reported that it is currently in discussions with its
creditors, including the Operating Partnership, and that it may be required to
seek protection from creditors under federal bankruptcy laws. FrontLine has
reported that although negotiations are ongoing, it does not appear likely that
a satisfactory restructuring of these obligations will be achieved. Accordingly,
FrontLine has stated that it is currently considering its future options,
including seeking protection from its creditors under the federal bankruptcy
laws.
As a result of the foregoing, the net carrying value of the Operating
Partnership's investments in the FrontLine Loans and joint venture investments
with RSVP, inclusive of the Operating Partnership's share of previously accrued
GAAP equity in earnings on those investments, is approximately $65.0
15
million. Such amount has been reflected in investments in service companies and
affiliate loans and joint ventures on the Operating Partnership's consolidated
balance sheet.
Both the FrontLine Facility and the RSVP Facility have a term of
five years, are unsecured and advances under each are recourse obligations of
FrontLine. Notwithstanding the valuation reserve, under the terms of the credit
facilities, interest accrued on the FrontLine Loans at a rate equal to the
greater of (a) the prime rate plus two percent and (b) 12% per annum, with the
rate on amounts that were outstanding for more than one year increasing annually
at a rate of four percent of the prior year's rate. In March 2001, the credit
facilities were amended to provide that (i) interest is payable only at maturity
and (ii) the Company may transfer all or any portion of its rights or
obligations under the credit facilities to its affiliates. The Company requested
these changes as a result of changes in REIT tax laws. As a result of FrontLines
default under the FrontLine Loans, interest on borrowings thereunder accrue
interest at default interest rates ranging between 13% and 14.5% per annum.
In November 1999, the Company received 176,186 shares of the common stock of
FrontLine as fees in connection with the FrontLine Loans. As a result of certain
tax rule provisions included in the REIT Modernization Act, it was determined
that the Company could no longer maintain any equity position in FrontLine. As
part of a compensation program, the Company distributed these shares to certain
non-executive employees subject to recourse loans. The loans were scheduled to
be forgiven over time based on continued employment with the Company. Based on
the current value of FrontLine's common stock the Operating Partnership has
established a valuation reserve charge relating to the outstanding balance of
these loans in the amount of $2.4 million.
HQ Global Workplaces, Inc., ("HQ") one of the largest providers of flexible
officing solutions in the world and which is controlled by FrontLine currently
operates eleven executive office centers in the Operating Partnership's
properties, three of which are held through joint ventures. The leases under
which these office centers operate expire between 2008 and 2011, encompass
approximately 225,000 square feet and have current contractual annual base rents
of approximately $6.7 million. On March 13, 2002, as a result of experiencing
financial difficulties, HQ voluntarily filed a petition for relief under Chapter
11 of the U.S. Bankruptcy Code. As of March 31, 2002, HQ's leases with the
Operating Partnership were in default under their lease terms and further, HQ
petitioned the Bankruptcy Court to reject two of their leases with the Operating
Partnership effective March 13, 2002. The two rejected leases aggregate
approximately 23,900 square feet and provided for contractual base rents of
approximately $548,000 for the 2002 calendar year. In addition, commencing April
1, 2002 and pursuant to the bankruptcy filing, HQ has been paying current rental
charges, other than the two leases which are being petitioned for rejection,
under their leases with the Operating Partnership. There can be no assurances as
to whether HQ will affirm or reject the remaining leases with the Operating
Partnership or whether or not the Bankruptcy Court will grant HQ's petition to
reject the two aforementioned leases. The Operating Partnership reserved
approximately $500,000 (net of minority partners' interests and including the
Operating Partnership's share of unconsolidated joint venture interest), or 74%,
of the amounts due from HQ as of March 31, 2002.
RESULTS OF OPERATIONS
Three months ended March 31, 2002 as compared to the three months ended March
31, 2001.
The Operating Partnership's total revenues decreased by $5.4 million or 4.1% for
the three months ended March 31, 2002 as compared to the 2001 period. Property
operating revenues, which include base rents and tenant escalations and
reimbursements ("Property Operating Revenues") decreased by $934,000 or .8% for
the three months ended March 31, 2002 as compared to the 2001 period. The change
in Property Operating Revenues is primarily attributable to increases in rental
rates in our "same store" properties amounting to $5.6 million. In addition,
$1.9 million of the increase was generated by lease up of newly developed and
redeveloped properties. These increases in Property Operating Revenues were
offset by $4.2 million of revenue attributable to six properties that were sold
in 2001. The Operating Partnership's base rent reflects the positive impact of
the straight-line rent adjustment of $8.7 million for the three months ended
March 31, 2002 as compared to $11.2 million for the 2001 period. Included in the
$8.7 million straight-line rent adjustment is $5.3 million attributable to 919
Third Avenue as compared to $7.5 million for the 2001 period. This amount is
primarily attributable to the free rent period, which was effective through
February 28, 2002, contained in the lease of the largest tenant in the building.
Other revenues (excluding Property Operating Revenues) decreased by $4.5 million
or 60.2% for the three months ended March 31, 2002 as compared to the 2001
period. This decrease is primarily attributable to $4.6 million of interest
income accrued on the FrontLine Loans during the 2001 period with no such
comparable interest accrual for the 2002 period.
16
Property operating expenses, real estate taxes and ground rents ("Property
Expenses") increased by $1.2 million or 3.0% for the three months ended March
31, 2002 as compared to the 2001 period. This increase is primarily due to $2.8
million of property operating expense increases of which $1.5 million related to
our "same-store" properties including $0.9 million attributable to an increase
in real estate taxes. These increases in Property Expenses were offset by $1.6
million of expenses attributable to six properties that were sold in 2001.
Gross Operating Margins (defined as Property Operating Revenues less Property
Expenses, taken as a percentage of Property Operating Revenues) for the three
months ended March 31, 2002 and 2001 were 65.5% and 66.8%, respectively. The
decrease in Gross Operating Margins is primarily attributable to decreases in
average occupancy of the portfolio.
Marketing, general and administrative expenses decreased by approximately
$295,000 for 4.6% or the three months ended March 31, 2002 as compared to the
2001 period. The decrease in marketing, general and administrative expenses is
primarily due to staff reduction and cost containment. Marketing, general and
administrative expenses, as a percentage of total revenues, were 5.7% for the
three month periods ended March 31, 2002 and 2001.
Interest expense decreased by approximately $2.6 million for the three months
ended March 31, 2002 as compared to the 2001 period. The decrease was primarily
attributable to a decrease in interest expense on the Operating Partnership's
variable rate debt due to lower interest rates and a lower average balance
outstanding on the Operating Partnership's unsecured credit facility. The
weighted average balance outstanding was $205.5 million for the three months
ended March 31, 2002 as compared to $254.4 million for the three months ended
March 31, 2001.
17
Liquidity and Capital Resources
As of March 31, 2002, the Operating Partnership had a three year $575
million unsecur ed revolving credit facility (the "Credit Facility") from The
Chase Manhattan Bank, as administrative agent, UBS Warburg LLC as syndication
agent and Deutsche Bank as documentation agent. The Credit Facility matures in
September 2003 and borrowings under the Credit Facility are currently priced off
LIBOR plus 105 basis points.
The Operating Partnership utilizes the Credit Facility primarily to finance
real estate investments, fund its real estate development activities and for
working capital purposes. At March 31, 2002, the Operating Partnership had
availability under the Credit Facility to borrow an additional $358.0 million
(of which approximately $25.9 million has been allocated for outstanding undrawn
letters of credit), subject to compliance with certain financial covenants.
During the three months ended March 31, 2002, approximately 11,303 Series E
preferred units of the limited partnership interest, with a liquidation
preference value of approximately $11.3 million, were exchanged for 451,934
limited partnership units at a price of $25.01 per unit.
The Operating Partnership has entered into a contract to sell, for
approximately $18.5 million, two Class A office properties located in
Westchester County, NY aggregating approximately 157,000 square feet. The
closing is scheduled to occur during the second quarter of 2002. In addition,
the Operating Partnership owns a 32 acre land parcel located in Rye Brook, NY
which is under contract for sale for approximately $22.3 million. The closing is
scheduled to occur during 2002.
The following table sets forth the Operating Partnership's invested capital
(before valuation reserves) in RSVP controlled (REIT-qualified) joint ventures
and amounts which were advanced under the RSVP Commitment to FrontLine, for its
investment in RSVP controlled investments (in thousands):
RSVP controlled
joint ventures Amounts advanced Total
------------------- ------------------- --------------------
Privatization $ 21,480 $ 3,520 $ 25,000
Student Housing 18,086 3,935 22,021
Medical Offices 20,185 --- 20,185
Parking --- 9,091 9,091
Resorts --- 8,057 8,057
Net leased retail --- 3,180 3,180
Other assets and overhead --- 21,598 21,598
------------------- ------------------- --------------------
$ 59,751 $ 49,381 $ 109,132
=================== =================== ====================
Included in these investments is approximately $17.9 million of cash that has
been contributed to the respective RSVP controlled joint ventures or advanced
under the RSVP Commitment to FrontLine and is being held, along with cash from
the preferred investors.
The Operating Partnership currently has issued and outstanding 10,283,513
Class B common units, all of which are held by the Company. The Class B common
units currently receive an annual distribution of $2.5968 per unit, which is
subject to adjustment annually based on a formula which measures increases or
decreases in the Company's Funds From Operations ("FFO"), as defined, over a
base year. Accordingly, to the extent FFO for the twelve month period ending
June 30, 2002 is less than the FFO for same period ended June 30, 2001, the
distribution rate on the Class B common units will be reduced pursuant to the
supplement to the partnership agreement under which the Class B common units
were issued.
The Class B common units are exchangeable at any time, at the option of the
holder, into an equal number of Class A common units subject to customary
antidilution adjustments. The Operating Partnership, at its option, may redeem
any or all of the Class B common units in exchange for an equal number of Class
A common units at any time following November 23, 2003.
18
The Board of Directors of the Company has authorized the purchase of up to an
additional five million shares of the Company's Class B common stock and/or its
Class A common stock. Previously, in conjunction with the Company's common stock
buy-back program, the Operating Partnership purchased and retired 1,410,804
Class B common units at an average price of $21.48 per unit and 61,704 Class A
common units at an average price of $23.03 per unit for an aggregate purchase
price of approximately $31.7 million. In addition, the Board of Directors of the
Company has formed a pricing committee to consider purchases of the Company's
outstanding preferred securities.
The Operating Partnership's indebtedness at March 31, 2002 totaled
approximately 1.3 billion (including its share of joint venture debt and net of
the minority partners' interests share of joint venture debt) and was comprised
of $217 million outstanding under the Credit Facility, approximately $449.5
million of senior unsecured notes and approximately $612.7 million of mortgage
indebtedness. Based on the Operating Partnership's total market capitalization
of approximately $3.3 billion at March 31, 2002 (calculated based on the sum of
(i) the value of the Operating Partnership's Class A common units and Class B
common units (which, for this purpose, is assumed to be the same per unit as the
market value of a share of the Company's Class A common stock and Class B common
stock), (ii) the liquidation preference value of the Operating Partnership's
preferred units and (iii) the $1.3 billion of debt), the Operating Partnership's
debt represented approximately 39.0% of its total market capitalization.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The following table sets forth the Operating Partnership's significant debt
obligations by scheduled principal cash flow payments and maturity date and its
commercial commitments by scheduled maturity at March 31, 2002 (in thousands):
MATURITY DATE
---------------------------------------------------------------------------------
2002 2003 2004 2005 2006 THEREAFTER TOTAL
--------- ---------- ---------- ---------- ---------- ----------- -----------
Mortgage notes payable (1) $ 8,576 $ 12,300 $ 13,169 $14,167 $ 13,785 $131,831 $ 193,828
Mortgage notes payable (2) --- --- 2,616 18,553 129,920 403,674 554,763
Senior unsecured notes --- --- 100,000 --- --- 350,000 450,000
Unsecured credit facility --- 217,000 --- --- --- --- 217,000
Land lease obligations 2,015 2,687 2,811 2,814 2,795 49,921 63,043
Air rights lease 276 369 379 379 379 4,658 6,440
obligations --------- ---------- ---------- ---------- ---------- ----------- -----------
$ 10,867 $232,356 $118,975 $35,913 $146,879 $940,084 $1,485,074
========= ========== ========== ========== ========== =========== ===========
(1) Scheduled principal amortization payments
(2) Principal payments due at maturity
Certain of the mortgage notes payable are guaranteed by certain limited
partners in the Operating Partnership and/or the Company. In addition,
consistent with customary practices in non-recourse lending, certain
non-recourse mortgages may be recourse to the Company under certain limited
circumstances including environmental issues and breaches of material
representations.
In addition, at March 31, 2002, the Operating Partnership had approximately
$24.4 million and $1.5 million in outstanding undrawn standby letters of credit
issued under the Credit Facility which expire in 2002 and 2003, respectively.
Thirteen of the Operating Partnership's office properties and two of the
Operating Partnership's industrial properties which were acquired by the
issuance of Units are subject to agreements limiting the Operating Partnership's
ability to transfer them prior to agreed upon dates without the consent of the
limited partner who transferred the respective property to the Operating
Partnership. In the event the Operating Partnership transfers any of these
properties prior to the expiration of these limitations, the Operating
Partnership may be required to make a payment relating to taxes incurred by the
limited partner. The limitations on nine of the properties expire prior to June
30, 2003. The limitations on the remaining properties expire between 2007 and
2013.
Eleven of the Operating Partnership's office properties are held in joint
ventures which contain certain limitations on transfer. These limitations
include requiring the consent of the joint venture partner to transfer a
property prior to various specified dates ranging from 2003 to 2005, rights of
first offer, and buy/sell provisions.
19
Historically, rental revenue has been the principal source of funds to pay
operating expenses, debt service and capital expenditures, excluding
non-recurring capital expenditures of the Operating Partnership. The Operating
Partnership expects to meet its short-term liquidity requirements generally
through its net cash provided by operating activities along with the Credit
Facility previously discussed. The Credit Facility contains several financial
covenants with which the Operating Partnership must be in compliance in order to
borrow funds thereunder. The Operating Partnership expects to meet certain of
its financing requirements through long-term secured and unsecured borrowings
and the issuance of debt and equity securities of the Operating Partnership. In
addition, the Operating Partnership believes that it will, from time to time,
generate funds from the disposition of certain of its real estate properties or
interests therein. The Operating Partnership will refinance existing mortgage
indebtedness or indebtedness under the Credit Facility at maturity or retire
such debt through the issuance of additional debt securities or additional
equity securities. The Operating Partnership anticipates that the current
balance of cash and cash equivalents and cash flows from operating activities,
together with cash available from borrowings and equity offerings, will be
adequate to meet the capital and liquidity requirements of the Operating
Partnership in both the short and long-term.
As a result of current economic conditions, certain tenants have either not
renewed their leases upon expiration or have paid the Operating Partnership to
terminate their leases. In addition, vacancy rates in our markets have been
trending higher and in some instances our asking rents in our markets have been
trending lower. Additionally, due to the events of September 11th, the Operating
Partnership anticipates higher operating expenses as they relate to certain
insurance coverage and security measures.
In order to qualify as a REIT for federal income tax purposes, the Company is
required to make distributions to its stockholders of at least 90% of REIT
taxable income. As a result, it is anticipated that the Operating Partnership
will make distributions in amounts sufficient to meet this requirement. The
Operating Partnership expects to use its cash flow from operating activities for
distributions to unit holders and for payment of recurring, non-incremental
revenue-generating expenditures. The Operating Partnership intends to invest
amounts accumulated for distribution in short-term investments.
INFLATION
The office leases generally provide for fixed base rent increases or
indexed escalations. In addition, the office leases provide for separate
escalations of real estate taxes, operating expenses and electric costs over a
base amount. The industrial leases also generally provide for fixed base rent
increases, direct pass through of certain operating expenses and separate real
estate tax escalations over a base amount. The Operating Partnership believes
that inflationary increases in expenses will be offset by contractual rent
increases and expense escalations described above.
The Credit Facility bears interest at a variable rate, which will be
influenced by changes in short-term interest rates, and is sensitive to
inflation.
20
FUNDS FROM OPERATIONS
Management believes that funds from operations ("FFO") is an appropriate
measure of performance of an operating partnership whose general partner is an
equity REIT. FFO is defined by the National Association of Real Estate
Investment Trusts ("NAREIT") as net income or loss, excluding gains or losses
from debt restructurings and sales of properties, plus depreciation and
amortization, and after adjustments for unconsolidated partnerships and joint
ventures. FFO does not represent cash generated from operating activities in
accordance with accounting principles generally accepted in the United States
("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
Operating Partnership'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 Operating Partnership's calculation of FFO presented herein may not be
comparable to similarly titled measures as reported by other companies.
The following table presents the Operating Partnership's FFO calculation
(in thousands):
THREE MONTHS ENDED
MARCH 31,
-------------------------------------------------
2002 2001
----------------------- ----------------------
Net income available to common unit holders..................... $ 18,870 $ 24,405
Adjustment for Funds From Operations:
Add:
Real estate depreciation and amortization.................... 25,321 22,988
Minority partners' interests in consolidated partnerships.... 5,120 5,755
Less:
Gain on sales of real estate................................. 537 ---
Amounts distributable to minority partners in
consolidated partnerships.................................. 6,563 5,701
----------------------- ----------------------
Funds From Operations........................................... $ 42,211 $ 47,447
======================= ======================
Weighted average units outstanding.............................. 67,804 63,460
======================= ======================
21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The primary market risk facing the Operating Partnership is interest rate
risk on its long-term debt, mortgage notes and notes receivable. The Operating
Partnership will, when advantageous, hedge its interest rate risk using
financial instruments. The Operating Partnership is not subject to foreign
currency risk.
The Operating Partnership manages its exposure to interest rate risk on its
variable rate indebtedness by borrowing on a short-term basis under its Credit
Facility until such time as it is able to retire the short-term variable rate
debt with either a long-term fixed rate debt offering, long term mortgage debt,
general partner contributions or through sales or partial sales of assets.
The Operating Partnership will recognize all derivatives on the balance
sheet at fair value. Derivatives that are not hedges will be adjusted to fair
value through income. If a derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of the derivative will either be offset against
the change in fair value of the hedged asset, liability or firm commitment
through earnings, or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings.
The fair market value ("FMV") of the Operating Partnership's long term
debt, mortgage notes and notes receivable is estimated based on discounting
future cash flows at interest rates that management believes reflects the risks
associated with long term debt, mortgage notes and notes receivable of similar
risk and duration.
The following table sets forth the Operating Partnership's long term debt
obligations by scheduled principal cash flow payments and maturity date,
weighted average interest rates and estimated FMV at March 31, 2002 (dollars in
thousands):
For The Year Ended December 31,
-------------------------------------------------------------------
2002 2003 2004 2005 2006 Thereafter Total(1) FMV
------------------------------------------------------------------------------------------------------------
Long term debt:
Fixed rate...........$ 8,576 $ 12,300 $ 115,785 $ 32,720 $ 143,705 $ 885,505 $ 1,198,591 $1,218,164
Weighted average
Interest rate..... 7.52% 7.51% 7.47% 6.92% 7.38% 7.34% 7.35%
Variable rate........$ --- $ 217,000 --- $ --- $ --- --- 217,000 $ 217,000
Weighted average
interest rate..... --- 3.05% --- --- --- --- 3.05%
(1) Includes unamortized issuance discounts of approximately $516 on the 5 and
10-year senior unsecured notes issued on March 26, 1999, which are due at
maturity.
In addition, a one percent increase in the LIBOR rate would have an
approximate $2.2 million annual increase in interest expense based on $217.0
million of variable rate debt outstanding at March 31, 2002.
The following table sets forth the Operating Partnership's mortgage notes
and note receivables by scheduled maturity date, weighted average interest rates
and estimated FMV at March 31, 2002 (dollars in thousands):
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
2002 2003 2004 2005 2006 THEREAFTER TOTAL (1) FMV
-----------------------------------------------------------------------------------------------------------
MORTGAGE NOTES
and notes
receivable:
Fixed rate...........$ 1,161 $ --- $ 36,500 $ --- $ --- $ 16,990 $ 54,651 $ 55,903
Weighted average
interest rate...... 9.0% --- 10.23% --- --- 11.9% 10.72%
(1) Excludes interest receivables aggregating approximately $1,059.
22
NON-INCREMENTAL REVENUE GENERATING CAPITAL EXPENDITURES, TENANT IMPROVEMENT
COSTS AND LEASING COMMISSIONS
The following table summarizes the expenditures incurred for capital
expenditures for the entire portfolio and tenant improvements and leasing
commissions for space leased at the Operating Partnership's office and
industrial properties for the years 1998 through 2001 and the three months ended
March 31, 2002.
NON-INCREMENTAL REVENUE GENERATING CAPITAL EXPENDITURES
Average
1998 1999 2000 2001 1998-2001 1Q02
-------------- --------------- -------------- -------------- --------------- --------------
Suburban Office Properties
Total $2,004,976 $2,298,899 $3,289,116 $4,606,069 $3,049,765 $1,252,454
Per Square Foot 0.23 0.23 0.33 0.31 $0.12
0.45
NYC Office Properties
Total N/A N/A $946,718 $1,584,501 $1,265,610 $147,258
Per Square Foot N/A N/A 0.38 0.42 $0.04
0.45
Industrial Properties
Total $1,205,266 $1,048,688 $813,431 $711,666 $944,763 $112,022
Per Square Foot 0.12 0.11 0.11 0.11 $0.02
0.11
NON-INCREMENTAL REVENUE GENERATING TENANT IMPROVEMENTS AND LEASING COMMISSIONS
1998 1999 2000 2001
--------------- -------------- -------------- ---------------
Long Island Office Properties
Tenant Improvements $1,140,251 $1,009,357 $2,853,706 $2,722,457
Per Square Foot Improved 3.98 4.73 6.99 8.47
Leasing Commissions $418,191 $551,762 $2,208,604 $1,444,412
Per Square Foot Leased 1.46 2.59 4.96 4.49
--------------- -------------- -------------- ---------------
Total Per Square Foot $5.44 $7.32 $11.95 $12.96
=============== ============== ============== ===============
Westchester Office Properties
Tenant Improvements $711,160 $1,316,611 $1,860,027 $2,584,728
Per Square Foot Improved 4.45 5.62 5.72 5.91
Leasing Commissions $286,150 $457,730 $412,226 $1,263,012
Per Square Foot Leased 1.79 1.96 3.00 2.89
--------------- -------------- -------------- ---------------
Total Per Square Foot $6.24 $7.58 $8.72 $8.80
=============== ============== ============== ===============
Connecticut Office Properties
Tenant Improvements $202,880 $179,043 $385,531 $213,909
Per Square Foot Improved 5.92 4.88 4.19 1.46
Leasing Commissions $151,063 $110,252 $453,435 $209,322
Per Square Foot Leased 4.41 3.00 4.92 1.43
--------------- -------------- -------------- ---------------
Total Per Square Foot $10.33 $7.88 $9.11 $2.89
=============== ============== ============== ===============
New Jersey Office Properties
Tenant Improvements $654,877 $454,054 $1,580,323 $1,146,385
Per Square Foot Improved 3.78 2.29 6.71 2.92
Leasing Commissions $396,127 $787,065 $1,031,950 $1,602,962
Per Square Foot Leased 2.08 3.96 4.44 4.08
--------------- -------------- -------------- ---------------
Total Per Square Foot $5.86 $6.25 $11.15 $7.00
=============== ============== ============== ===============
New York City Office Properties
Tenant Improvements N/A N/A $65,267 $788,930
Per Square Foot Improved N/A N/A 1.79 15.69
Leasing Commissions N/A N/A $418,185 $1,098,829
Per Square Foot Leased N/A N/A 11.50 21.86
--------------- -------------- -------------- ---------------
Total Per Square Foot N/A N/A $13.29 $37.55
=============== ============== ============== ===============
Industrial Properties
Tenant Improvements $283,842 $375,646 $650,216 $1,366,488
Per Square Foot Improved 0.76 0.25 0.95 1.65
Leasing Commissions $200,154 $835,108 $436,506 $354,572
Per Square Foot Leased 0.44 0.56 0.64 0.43
--------------- -------------- -------------- ---------------
Total Per Square Foot $1.20 $0.81 $1.59 $2.08
=============== ============== ============== ===============
Average
1998-2001 1Q02 New Renewal
-------------- -------------- ------------- ---------------
Long Island Office Properties
Tenant Improvements $1,931,443 $408,299 $320,921 $87,378
Per Square Foot Improved 6.04 6.34 13.81 2.12
Leasing Commissions $1,155,742 $250,157 $175,216 $74,941
Per Square Foot Leased 3.38 3.88 7.54 1.82
-------------- --------------- -------------- ----------------
Total Per Square Foot $9.42 10.22 $21.35 $3.94
============== =============== ============== ================
Westchester Office Properties
Tenant Improvements $1,618,132 $740,852 $644,517 $96,335
Per Square Foot Improved 5.43 7.61 13.14 2.00
Leasing Commissions $604,780 $359,568 $209,738 $149,830
Per Square Foot Leased 2.41 3.69 4.27 3.10
-------------- --------------- -------------- ----------------
Total Per Square Foot $7.84 $11.30 $17.41 $5.10
============== =============== ============== ================
Connecticut Office Properties
Tenant Improvements $245,341 $58,218 $56,498 $1,720
Per Square Foot Improved 4.11 7.99 11.63 0.71
Leasing Commissions $231,018 $31,498 $31,498 $0
Per Square Foot Leased 3.44 4.33 6.48 -
-------------- --------------- -------------- ----------------
Total Per Square Foot $7.55 $12.32 $18.11 0.71
============== =============== ============== ================
New Jersey Office Properties
Tenant Improvements $958,910 $216,839 $66,674 $150,165
Per Square Foot Improved 3.93 9.77 11.79 9.08
Leasing Commissions $954,526 $11,068 $11,068 $0
Per Square Foot Leased 3.64 0.50 1.96 -
-------------- --------------- -------------- ----------------
Total Per Square Foot $7.57 $10.27 $13.75 $9.08
============== =============== ============== ================
New York City Office Properties
Tenant Improvements $427,099 $1,282,734 $602,100 $680,634
Per Square Foot Improved 8.74 21.64 16.28 30.54
Leasing Commissions $758,507 $588,161 $304,300 $283,861
Per Square Foot Leased 16.68 9.92 8.23 12.74
-------------- --------------- -------------- ----------------
Total Per Square Foot $25.42 $31.56 24.51 $43.28
============== =============== ============== ================
Industrial Properties
Tenant Improvements $669,048 $586,466 $577,373 $9,093
Per Square Foot Improved 0.90 1.70 4.17 -
Leasing Commissions $456,585 $292,487 $251,687 $40,800
Per Square Foot Leased 0.52 0.85 1.82 0.20
-------------- --------------- -------------- ----------------
Total Per Square Foot $1.42 $2.55 5.99 $0.20
============== =============== ============== ================
23
LEASE EXPIRATIONS
The following table sets forth scheduled lease expirations for executed leases
as of March 31, 2002:
LONG ISLAND OFFICE PROPERTIES (EXCLUDING OMNI):
Year of Total Rentable % of Total Per Per
Lease Number Square Feet Rentable Square Square Foot Square Foot
Expiration of Leases Expiring Feet Expiring S/L Rent (1) Rent (2)
---------- --------- -------- ------------- ------------ --------
2002 22 78,420 2.5% $23.82 $26.06
2003 46 322,001 10.2% $24.32 $26.83
2004 48 306,231 9.7% $23.23 $24.46
2005 67 402,049 12.7% $25.14 $28.04
2006 44 169,206 5.3% $26.40 $28.69
2007 26 411,249 13.0% $24.57 $30.45
2008 and thereafter 74 1,477,312 46.6% - -
-- --------- ----
Total/Weighted Average 327 3,166,468 100.0% - -
=== ========= =====
OMNI
Year of Total Rentable % of Total Per Per
Lease Number Square Feet Rentable Square Square Foot Square Foot
Expiration of Leases Expiring Feet Expiring S/L Rent (1) Rent (2)
---------- --------- -------- ------------- ------------ --------
2002 2 33,890 6.3% $33.55 $36.68
2003 3 49,793 9.3% $29.54 $35.16
2004 5 113,793 21.2% $27.27 $34.74
2005 6 59,115 11.0% $27.91 $35.45
2006 0 - 0.0% - -
2007 2 59,722 11.1% $26.86 $34.41
2008 and thereafter 9 220,105 41.1% - -
- ------- ----
Total/Weighted Average 27 536,418 100.0% - -
== ======= =====
WESTCHESTER OFFICE
Year of Total Rentable % of Total Per Per
Lease Number Square Feet Rentable Square Square Foot Square
Expiration of Leases Expiring Feet Expiring S/L Rent (1) Rent (2)
---------- --------- -------- ------------- ------------ --------
2002 38 275,301 8.9% $21.76 $22.70
2003 47 243,025 7.8% $22.22 $23.88
2004 35 171,448 5.5% $21.40 $22.46
2005 48 457,964 14.8% $22.94 $24.01
2006 39 718,904 23.2% $22.69 $24.47
2007 29 416,130 13.4% $24.85 $27.41
2008 and thereafter 35 819,165 26.4% - -
-- ---------- -----
Total/Weighted Average 271 3,101,937 100.0% - -
=== ========== ======
24
STAMFORD OFFICE
Year of Total Rentable % of Total Per Per
Lease Number Square Feet Rentable Square Square Foot Square Foot
Expiration of Leases Expiring Feet Expiring S/L Rent (1) Rent (2)
---------- --------- -------- ------------- ------------ --------
2002 17 45,536 4.3% $24.67 $25.56
2003 21 145,485 13.8% $30.85 $31.72
2004 28 236,570 22.4% $21.92 $23.08
2005 21 118,584 11.2% $26.63 $28.57
2006 24 291,313 27.6% $24.17 $25.06
2007 9 92,541 8.8% $31.92 $34.29
2008 and thereafter 7 125,617 11.9% - -
--- ---------------- ------
Total/Weighted Average 127 1,055,646 100.0% - -
=== =============== ======
NEW JERSEY OFFICE
Year of Total Rentable % of Total Per Per
Lease Number Square Feet Rentable Square Square Foot Square Foot
Expiration of Leases Expiring Feet Expiring S/L Rent (1) Rent (2)
---------- --------- -------- ------------- ------------ --------
2002 15 123,058 7.0% $20.08 $20.78
2003 20 319,328 18.1% $27.16 $28.21
2004 28 206,608 11.7% $23.08 $23.89
2005 27 271,611 15.4% $23.78 $24.81
2006 17 192,248 10.9% $24.40 $25.87
2007 3 46,639 2.6% $20.89 $23.69
2008 and thereafter 17 602,282 34.3% - -
-- ---------------- -----
Total/Weighted Average 128 1,761,774 100.0% - -
=== =============== ======
NEW YORK CITY OFFICE
Year of Total Rentable % of Total Per Per
Lease Number Square Feet Rentable Square Square Foot Square Foot
Expiration of Leases Expiring Feet Expiring S/L Rent (1) Rent (2)
---------- --------- -------- ------------- ------------ --------
2002 16 161,496 4.7% $35.76 $34.14
2003 7 114,987 3.4% $32.08 $33.00
2004 20 223,677 6.6% $36.24 $39.53
2005 33 449,384 13.2% $35.52 $38.07
2006 52 341,686 10.0% $30.16 $31.81
2007 9 117,577 3.4% $34.16 $36.93
2008 and thereafter 84 2,003,577 58.7% - -
-- --------------- -----
Total/Weighted Average 221 3,412,384 100.0% - -
=== =============== ======
25
INDUSTRIAL
Year of Total Rentable % of Total Per Per
Lease Number Square Feet Rentable Square Square Foot Square Foot
Expiration of Leases Expiring Feet Expiring S/L Rent (1) Rent (2)
---------- --------- -------- ------------- ------------ --------
2002 14 192,055 3.8% $6.79 $7.34
2003 22 578,712 11.3% $5.67 $6.77
2004 34 561,670 11.0% $6.56 $7.61
2005 25 461,741 9.1% $5.90 $7.43
2006 38 859,320 16.8% $6.64 $7.85
2007 20 220,266 4.3% $7.57 $9.19
2008 and thereafter 45 2,231,320 43.7% - -
-- ---------------- ------
Total / Weighted Average 198 5,105,084 100.0% - -
=== ================ ======
RESEARCH & DEVELOPMENT
Year of Total Rentable % of Total Per Per
Lease Number Square Feet Rentable Square Square Foot Square Foot
Expiration of Leases Expiring Feet Expiring S/L Rent (1) Rent (2)
---------- --------- -------- ------------- ------------ --------
2002 1 4,620 0.4% $12.85 $13.59
2003 5 91,938 8.2% $10.36 $10.76
2004 9 99,218 8.9% $13.86 $15.07
2005 7 457,440 40.9% $ 8.98 $11.14
2006 6 83,061 7.4% $18.53 $21.50
2007 4 85,444 7.6% $12.60 $13.95
2008 and thereafter 14 298,015 26.6% - -
-- ---------------- ------
Total / Weighted Average 46 1,119,736 100.0% - -
== ================ ======
26
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Operating Partnership is not presently subject to any material
litigation nor, to the Operating Partnership's knowledge, is any
litigation threatened against the Operating Partnership, other than
routine actions for negligence or other claims and administrative
proceedings arising in the ordinary course of business, some of which
are expected to be covered by liability insurance and all of which
collectively are not expected to have a material adverse effect on the
liquidity, results of operations or business or financial condition of
the Operating Partnership.
On or about October 3, 2001, Burgess Services, LLC ("Burgess Services"),
Dominion Venture Group, LLC ("Dominion Venture Group") and certain
affiliated parties commenced an action in Oklahoma State Court against
Reckson Strategic Venture Partners, LLC ("RSVP"), the Company, and
RAP-Dominion LLC ("RAP-Dominion"), a joint venture through which the
Operating Partnership invested with RSVP in a venture with certain of
the plaintiffs. On April 10, 2002, the litigation was settled without
liability on the part of the Company, the Operating Partnership or the
defendant. In connection with the settlement, the joint venture will be
terminated.
Item 2. Changes in Securities and use of proceeds
During the three months ended March 31, 2002, the Registrant issued
451,934 common units of limited partnership interest to a limited
partner in exchange for approximately 11,303 Series E preferred units of
limited partnership interest, with a liquidation preference value of
approximately $11.3 million. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Securities Holders - None
Item 5. Other information - None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits - None
b) During the three months ended March 31, 2002 the Registrant filed the
following reports on Form 8K:
On January 8, 2002, the Registrant submitted a report on Form 8-K
under Item 5 thereof relating to the sale by a subsidiary of the
Registrant of a 49% interest in the property located at 919 Third
Avenue.
On March 7, 2002, the Registrant submitted a report on Form 8-K
under Item 9 thereof in order to submit its fourth quarter
presentation in satisfaction of the requirements of Regulation FD.
On March 7, 2002, the Registrant submitted a report on Form 8-K
under Item 9 thereof in order to submit supplemental operating and
financial data for the quarter ended December 31, 2001 in
satisfaction of the requirements of Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RECKSON OPERATING PARTNERSHIP, L. P.
BY: RECKSON ASSOCIATES REALTY CORP., its general partner
By: /s/ Scott H. Rechler By: /s/ Michael Maturo
- ----------------------------------------------------------- -------------------------------------------------------------
Scott H. Rechler, Co-Chief Executive Officer Michael Maturo, Executive Vice President, Treasurer
and Chief Financial Officer
Date: May 2, 2002
27