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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 June 30, 2002
Commission File Number: 0-30162
FRONTLINE CAPITAL GROUP
(Exact name of registrant as specified in its charter)
Delaware 11-3383642
- -------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation of organization) (I.R.S. Employer Identification No.)
405 Lexington Avenue, New York, NY 10174
------------------------------------ -----
(Address of principal executive office) (Zip Code)
(212) 931-8000
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(Registrant's telephone number including area code)
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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 filings for the past 90 days, Yes X No __.
The registrant has only one class of common stock, issued at $.01 par value per
share with 37,344,039 shares outstanding as of August 13, 2002.
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FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
QUARTERLY REPORT
FOR THE THREE MONTHS ENDED JUNE 30, 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 June 30, 2002 (unaudited) and December
31, 2001.................................................................... 3
Consolidated Statements of Operations for the three and six months ended
June 30, 2002 and 2001 (unaudited).......................................... 4
Consolidated Statements of Cash Flows for the six months ended June 30,
2002 and 2001 (unaudited)................................................... 5
Notes to the Consolidated Financial Statements (unaudited).................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................. 30
Item 3. Quantitative and Qualitative Disclosures about Market Risk.................. 39
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PART II. OTHER INFORMATION 40
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Item 1. Legal Proceedings........................................................... 40
Item 2. Changes in Securities and Use of Proceeds................................... 41
Item 3. Defaults Upon Senior Securities............................................. 41
Item 4. Submission of Matters to a Vote of Securities Holders....................... 42
Item 5. Other Information........................................................... 42
Item 6. Exhibits and Reports on Form 8-K............................................ 42
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SIGNATURES AND OFFICER CERTIFICATIONS 43
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2
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
JUNE 30, DECEMBER 31,
2002 2001
----------- -----------
ASSETS: (UNAUDITED)
Current Assets:
Cash and cash equivalents ........................................................... $ 27,992 $ 18,139
Restricted cash ..................................................................... 1,834 878
Accounts receivable, net of allowance for doubtful accounts of
$3,032 at June 30, 2002 and $2,492 at December 31, 2001 ........................... 5,417 6,865
Other current assets ................................................................ 4,096 4,502
--------- ---------
Total Current Assets ............................................................ 39,339 30,384
Ownership interests in and advances to unconsolidated companies .......................... 12,298 13,396
Intangible assets, net ................................................................... 15,620 16,820
Property and equipment, net .............................................................. 146,226 168,486
Deferred financing costs, net ............................................................ 30,940 40,274
Net assets from discontinued operations .................................................. -- 5,500
Other assets, net ........................................................................ 7,603 5,908
--------- ---------
Total Assets .................................................................... $ 252,026 $ 280,768
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY:
Current Liabilities:
Liabilities subject to compromise:
Accounts payable and accrued expenses ............................................ $ 58,311 $ 39,087
Accrued restructuring costs ...................................................... 50,770 49,674
Unsecured debt ................................................................... 125,000 125,000
Credit facilities with related parties ........................................... 189,464 176,909
Notes payable .................................................................... 25,000 25,000
Other liabilities ................................................................ 2,465 3,111
Net liabilities from discontinued operations ..................................... 919 --
--------- ---------
Total liabilities subject to compromise ......................................... 451,929 418,781
Liabilities not subject to compromise:
Accounts payable and accrued expenses ............................................ 30,504 21,089
Accrued reorganization costs ..................................................... 5,135 --
Accrued restructuring costs ...................................................... -- 1,893
Secured debt ..................................................................... 224,265 216,506
Deferred rent payable ............................................................ 50,418 52,448
Other liabilities ................................................................ 34,910 41,526
--------- ---------
Total liabilities not subject to compromise ..................................... 345,232 333,462
--------- ---------
Total current liabilities ....................................................... 797,161 752,243
Other liabilities not subject to compromise ......................................... 6,004 7,890
--------- ---------
Total Liabilities ............................................................... 803,165 760,133
--------- ---------
Redeemable convertible preferred stock (aggregate liquidation preference
$25,000 at June 30, 2002 and December 31, 2001) .................................... 26,065 25,325
Shareholders' Deficiency:
8.875% convertible cumulative preferred stock, $.01 par value, 25,000,000
shares authorized, 26,000 issued and outstanding .................................. -- --
Common stock, $.01 par value, 100,000,000 shares authorized, 37,344,039 shares issued
and outstanding at June 30, 2002 and December 31, 2001, respectively .............. 373 373
Additional paid-in capital .......................................................... 399,373 400,793
Accumulated deficit ................................................................. (976,950) (905,856)
--------- ---------
Total Shareholders' Deficiency .................................................. (577,204) (504,690)
--------- ---------
Total Liabilities and Shareholders' Deficiency .................................. $ 252,026 $ 280,768
========= =========
See accompanying notes to consolidated financial statements.
3
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- ---------------------------
2002 2001 2002 2001
---- ---- ---- ----
HQ Operating Revenues:
Workstation revenue ........................................... $ 54,278 $ 81,481 $ 111,790 $ 170,547
Support services .............................................. 29,265 41,670 60,211 89,955
------------ ------------ ------------ ------------
Total HQ Operating Revenues ................................. 83,543 123,151 172,001 260,502
------------ ------------ ------------ ------------
HQ Operating Expenses:
Rent .......................................................... 48,010 55,425 97,165 110,370
Support services .............................................. 9,165 14,189 19,851 30,625
Center general and administrative ............................. 17,269 31,410 36,152 60,022
General and administrative .................................... 9,549 16,814 20,516 32,455
Depreciation and amortization ................................. 10,614 18,241 21,313 36,150
------------ ------------ ------------ ------------
Total HQ Operating Expenses ................................. 94,607 136,079 194,997 269,622
------------ ------------ ------------ ------------
HQ operating loss ........................................... (11,064) (12,928) (22,996) (9,120)
HQ Other Expenses:
Reorganization costs .......................................... (4,387) -- (14,239) --
Restructuring costs ........................................... (7,154) (11,325) (7,154) (11,325)
Interest expense, net ......................................... (5,082) (10,540) (13,918) (23,277)
------------ ------------ ------------ ------------
HQ loss from continuing operations .......................... (27,687) (34,793) (58,307) (43,722)
Parent Expenses:
General and administrative expenses ........................... (444) (744) (959) (2,607)
Amortization of deferred charges .............................. -- (941) -- (2,274)
Reorganization costs .......................................... (135) -- (135) --
Restructuring costs ........................................... (50) (4,563) (305) (7,208)
Interest expense, net ......................................... (6,717) (5,684) (13,004) (10,805)
------------ ------------ ------------ ------------
Loss from continuing operations before minority interest, provision
for income taxes, and equity in net loss and impairment of
unconsolidated company ........................................ (35,033) (46,725) (72,710) (66,616)
Minority interest ................................................ -- 10,511 -- 8,979
Provision for income taxes ....................................... -- (950) -- (950)
Equity in net loss and impairment of unconsolidated companies .... (1,047) (1,416) (1,335) (11,374)
------------ ------------ ------------ ------------
Loss before discontinued operations ......................... (36,080) (38,580) (74,045) (69,961)
Income (loss) from discontinued operations ....................... 2,879 (492) 2,951 673
------------ ------------ ------------ ------------
Net loss .................................................... (33,201) (39,072) (71,094) (69,288)
Dividends on and accretion of preferred stock .................... (721) (937) (1,420) (3,929)
------------ ------------ ------------ ------------
Net loss applicable to common shareholders .................. $ (33,922) $ (40,009) $ (72,514) $ (73,217)
============ ============ ============ ============
Basic and diluted net loss per weighted average
common share .................................................... $ (0.91) $ (1.08) $ (1.94) $ (1.99)
============ ============ ============ ============
Basic and diluted weighted average common shares
outstanding ..................................................... 37,344,039 36,876,113 37,344,039 36,813,280
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
4
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED
JUNE 30,
-------------------------
2002 2001
---- ----
Cash Flows from Operating Activities:
Loss from continuing operations ........................................ $(74,045) $(69,961)
Adjustments to reconcile loss from continuing operations to cash used in
continuing operating activities:
Depreciation and amortization ...................................... 21,313 36,150
Amortization of deferred financing costs ........................... 9,695 3,073
Equity in net loss and impairment of unconsolidated companies ...... 1,335 11,374
Realized gain on sale of short-term investments .................... -- (466)
Minority interest .................................................. -- (8,979)
Stock and related compensation ..................................... 67 3,125
Non-cash restructuring costs ....................................... 66 720
Changes in operating assets and liabilities:
Accounts receivable, net ......................................... 1,449 17,438
Other assets ..................................................... (2,831) 3,587
Deferred rent payable ............................................ 1,726 3,622
Accounts payable and accrued expenses ............................ 27,827 (9,260)
Accrued restructuring costs ...................................... (797) --
Accrued reorganization costs ..................................... 5,135 --
Other liabilities ................................................ 4,025 5,187
-------- --------
Net cash used in continuing operating activities ............... (5,035) (4,390)
Net cash provided by (used in) discontinued operations ....... (5,924) 2,215
-------- --------
Net cash used in operating activities ........................ (10,959) (2,175)
-------- --------
Cash Flows from Investing Activities:
Acquisitions of officing solutions centers ............................. -- (127)
Equipment .............................................................. (1,605) (24,193)
Restricted cash ........................................................ (956) 4,299
Proceeds from sale of short-term investments ........................... 1,010 20,918
Acquisition of ownership interests and advances to unconsolidated
Companies ............................................................ (67) (8,518)
-------- --------
Net cash used in continuing investing activities .......... (1,618) (7,621)
Net cash provided by (used in) discontinued operations .... 15,292 (2,703)
-------- --------
Net cash provided by (used in) investing activities ....... 13,674 (10,324)
-------- --------
Cash Flows from Financing Activities:
Issuance of preferred stock and redeemable preferred stock, net of costs -- 10,000
Deferred financing costs ............................................... -- (301)
Net change in credit facilities with related parties ................... -- 6,493
Capital leases ......................................................... (621) (717)
Net draws (repayments) of secured credit facility and notes payable .... 7,759 (17,182)
Other, net ............................................................. -- 426
-------- --------
Net cash provided by (used in) financing activities ............ 7,138 (1,281)
-------- --------
Cash and Cash Equivalents:
Net increase (decrease) ................................................ 9,853 (13,780)
Beginning of period .................................................... 18,139 19,665
-------- --------
End of period .......................................................... $ 27,992 $ 5,885
======== ========
See accompanying notes to consolidated financial statements.
5
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
1. DESCRIPTION OF THE COMPANY
FrontLine Capital Group ("FrontLine" or the "Company") is a holding company,
with two distinct operating segments: one holds FrontLine's interest in HQ
Global Workplaces, Inc., a company in the officing solutions market (see Note 3
for further discussion), and its predecessor companies ("HQ" or the "HQ Global
Segment"), and the other consists of FrontLine (parent company) ("FrontLine
Parent") and its interests in a group of companies (the "Parent and Other
Interests Segment") that provide a range of services. In October 2000, FrontLine
announced that it would focus its resources and capital on the businesses within
its existing portfolio and cease pursuing new investment activities.
FRONTLINE BANKRUPTCY
On June 12, 2002, Frontline filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court"). The Company
remains in possession of its assets and properties, and continues to operate its
business and manage its property as a debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the United States Bankruptcy Code.
The Company anticipates proposing a plan of reorganization in accordance with
the federal bankruptcy laws as administered by the Bankruptcy Court.
Confirmation of a plan of reorganization could materially change the amounts
currently recorded in the financial statements. The financial statements do not
give effect to any adjustment to the carrying value of assets, or amounts and
classifications of liabilities that might be necessary as a consequence of this
matter. The Company has the exclusive right to propose a plan of reorganization
during the 120-day period following June 12, 2002, which may be extended by the
Bankruptcy Court.
HQ GLOBAL BANKRUPTCY
On March 13, 2002, HQ Global and certain of its affiliates (collectively, the
"Debtors") filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Court") and received a commitment for $30.0 million in
debtor-in-possession financing (see Note 5). The Debtors will continue to
operate their business and manage their properties as debtors-in-possession
during the Chapter 11 proceeding. The Debtors have the exclusive right to
propose a plan of reorganization until November 13, 2002, which period may be
extended further by the Court. The debtors are obligated under their
debtor-in-possession financing facility to file with the Court, no later than
September 9, 2002, a plan of reorganization in a form acceptable to the
"Requisite Lenders" under the facility.
The Debtors anticipate proposing a plan of reorganization in accordance with the
federal bankruptcy laws as administered by the Court. Confirmation of a plan of
reorganization could materially change the amounts currently recorded in the
financial statements. The financial statements do not give effect to any
adjustment to the carrying value of assets, or amounts and classifications of
liabilities that might be necessary as a consequence of this matter.
6
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
NOTES PAYABLE, CREDIT FACILITIES AND PREFERRED STOCK DEFAULTS
As of June 30, 2002, the Company has not paid certain principal and interest due
on the FrontLine Bank Credit Facility and both the FrontLine Bank Credit
Facility (see Note 5) and the Credit Facilities with Reckson Operating
Partnership, L.P. ("Reckson") (see Note 1) are in default. Additionally, the
Company did not pay the dividend that became payable on December 31, 2001 or any
subsequent dividend for the Redeemable Preferred Stock, and is in default under
that agreement (see Note 6).
The accompanying consolidated financial statements have been prepared on a going
concern basis of accounting and do not reflect any adjustments that might result
should the Company be unable to continue as a going concern. The Company's
inability to repay or refinance its indebtedness when due, and pay dividends on
its redeemable preferred stock, its recent losses from operations and the
related Chapter 11 proceedings of FrontLine and HQ raise concern about its
ability to continue as a going concern. The appropriateness of using the going
concern basis is dependent upon, among other things (i) confirmation of plans of
reorganization for FrontLine and HQ under the Bankruptcy Code, (ii) the ability
to achieve profitable operations after such confirmations and (iii) the ability
to generate sufficient cash from operations and through asset sales to meet its
obligations.
DELISTING BY NASDAQ
In March 2002, the Company's stock was delisted by Nasdaq as a direct result of
the HQ bankruptcy filing. The Company's common stock currently trades on the OTC
Bulletin Board under the symbol FLCGQ.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements present the consolidated
financial position of the Company and its majority-owned subsidiaries. The
financial position, results of operations and cash flows of the HQ Global
Segment are presented in Note 3. The financial position, results of operations
and cash flows of the Parent and Other Interests Segment are summarized in Note
4. All significant intercompany balances and transactions have been eliminated
in the consolidated financial statements.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(substantially consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the six-month
period ended June 30, 2002 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2002.
The balance sheet at December 31, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
notes thereto included in the Company's annual report on Form 10-K (the "Form
10-K") for the year ended December 31, 2001.
7
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
The accompanying unaudited financial statements have been presented in
accordance with Statement of Position 90-7, Financial Reporting by Entities in
Reorganization under the Bankruptcy Code ("SOP 90-7"). In accordance with SOP
90-7, no interest has been accrued on unsecured debt, no dividends on preferred
stock have been accrued, unamortized premiums and debt issuance costs relating
to unsecured debt have been expensed, costs relating to the bankruptcy
proceeding and interest earned on accumulating cash resulting from the
bankruptcy proceeding and interest earned on accumulating cash resulting from
the bankruptcy proceeding have been reported as reorganization items in the
accompanying statement of operations, and liabilities subject to compromise have
been separately reported in the accompanying balance sheet.
ACCOUNTING FOR OWNERSHIP INTERESTS
The interests that FrontLine owns are accounted for under one of three methods:
consolidation, equity method and cost method. The applicable accounting method
is generally determined based on the Company's voting interest and rights in
each investee.
Consolidation. Where the Company directly or indirectly owns more than 50% of
the outstanding voting securities of an entity or controls the board of
directors, the consolidation method of accounting is applied. Under this method,
an entity's results of operations are reflected within the Company's
Consolidated Statements of Operations. Participation of other (non-FrontLine)
shareholders in the earnings or losses of a consolidated entity is reflected in
the caption "Minority interest" in the Consolidated Statements of Operations.
Minority interest adjusts the consolidated net results of operations to reflect
only the Company's share of the earnings or losses of the consolidated entity.
Equity Method. Investees whose results are not consolidated, but over whom the
Company exercises significant influence, have been accounted for under the
equity method of accounting. Under the equity method of accounting, an
investee's accounts are not reflected within the Company's Consolidated
Statements of Operations; however, FrontLine's share of the earnings or losses
of the investee is reflected in the caption "Equity in net loss and impairment
of unconsolidated companies."
Cost Method. Investees not accounted for under either the consolidation or the
equity method of accounting, which are generally those in which the Company has
less than a 20% interest in the voting securities of the investee, are accounted
for under the cost method of accounting. Under this method, the Company's share
of the earnings or losses of such companies is not included in the Consolidated
Statements of Operations.
CASH AND CASH EQUIVALENTS
The Company considers highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
MARKETABLE EQUITY SECURITIES
Available-for-sale marketable equity securities are reported at fair market
value, with the resulting net unrealized gain or loss reported within
shareholders' equity.
8
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
RECEIVABLES
HQ licenses office space and provides support services to clients in various
industries, ranging in size from small entrepreneurial entities to local offices
of international corporations. HQ's facilities included in continuing operations
are primarily located in the United States, which limits its exposure to certain
economic risks based upon local economic conditions. HQ performs credit
evaluations of its clients to the extent deemed necessary and generally requires
approximately two months' charges as a service retainer. HQ records an allowance
for doubtful accounts which reflects management's estimate of the risk of
uncollectible accounts receivable.
PROPERTY AND EQUIPMENT
Property and equipment consists primarily of property and equipment owned by HQ,
and is stated at cost less accumulated depreciation and amortization.
Depreciation is calculated on the straight-line method over the estimated useful
lives of the assets which range from three to seven years. Leasehold
improvements are amortized over the lesser of the term of the related lease or
the estimated useful lives of the assets. As of June 30, 2002 and December 31,
2001, the related accumulated depreciation and amortization was $95.9 million
and $77.6 million, respectively.
DEFERRED FINANCING COSTS
The Company amortizes deferred financing costs over the term of the related
debt. As of June 30, 2002 and December 31, 2001, accumulated amortization was
$17.8 million and $16.0 million, respectively. Amortization of deferred
financing costs is included as a component of interest expense in the
accompanying consolidated statement of operations.
IMPAIRMENTS OF OWNERSHIP INTERESTS AND ADVANCES TO UNCONSOLIDATED COMPANIES
The Company continually evaluates the carrying value of its ownership interests
in and advances to each of its investments in unconsolidated companies for
possible impairment based on achievement of business plan objectives and
milestones, the value of each ownership interest in the unconsolidated company
relative to carrying value, the financial condition and prospects of the company
and other relevant factors. The fair value of the Company's ownership interests
in and advances to privately held companies is generally determined based on the
value at which independent third parties have invested or have committed to
invest in the companies. The Company recorded a $25.7 million charge during the
year ended December 31, 2000 to recognize impairment charges to reduce the
carrying value of its investments in certain unconsolidated companies. In
recognition of continuing difficult capital market conditions and operating
performance of these ownership interests, the Company recorded an additional
$32.9 million during the year ended December 31, 2001. Of the $32.9 million
recorded, $20.0 million related to Reckson Strategic Venture Partners, LLC
("Reckson Strategic")(see Note 4 for further discussion). During the six months
ended June 30, 2002, the Company determined that no additional impairment was
necessary. These charges are included in "Equity in net loss and impairment of
unconsolidated companies" in the accompanying Consolidated Statements of
Operations.
9
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
IMPAIRMENTS OF LONG-LIVED ASSETS
The Company reviews long-lived assets, including intangible assets, for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to the estimated fair value of the asset or business center. In preparing these
estimates, HQ must make a number of assumptions concerning occupancy rates,
rates which will be charged to clients for workstations and services, and rates
of growth of rent expense and other operating expenses. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the estimated fair
value of the assets.
Impairment charges are recorded as a permanent reduction in the carrying amount
of the related asset. Based on the trend of operating losses as well as HQ's
inability to remain in compliance with its debt arrangements, HQ determined that
the carrying value of its intangible assets was impaired at September 30, 2001.
Therefore, in the third quarter of 2001, the Company recognized an impairment
charge of approximately $294.1 million, representing the amount by which the
carrying amount of the intangible assets exceeded their estimated fair value. As
a result of continuing operating losses, the Company further revised its
projected cash flows during the fourth quarter of 2001, resulting in an
additional impairment charge of $241.4 million. As of June 30, 2002, the Company
determined that no additional impairment was necessary. Management believes that
assumptions made in estimating fair values were reasonable, but actual fair
values may differ significantly from these estimates.
RECENT PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("FAS") No. 141, Business
Combinations, ("FAS 141"), and No. 142, Goodwill and Other Intangible Assets,
("FAS 142"), effective for fiscal years beginning after December 15, 2001. Under
the new rules, goodwill and intangible assets deemed to have indefinite lives
will no longer be amortized, but will be subject to annual impairment tests in
accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives.
As a result of impairment charges recorded in the third and fourth quarters of
2001, the Company does not have any recorded goodwill or indefinite lives of
intangible assets at June 30, 2002. Accordingly, adoption of FAS 142 did not
have an impact on the Company's financial condition or results of operations.
Intangible assets with a carrying value of approximately $16.8 million at
December 31, 2001 will continue to be amortized.
The FASB has also recently issued FAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("FAS 144"), which was adopted by the Company on
January 1, 2002. The FASB's new rules on asset impairment supersede FAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of ("FAS 121"). FAS 144 retains the requirements of FAS 121 to (a)
recognize an impairment loss only if the carrying amount of a long-lived asset
is not recoverable from its undiscounted cash flows and (b) measure an
impairment loss as the difference between the carrying amount and fair value of
the asset, but removes goodwill from its scope. This aspect of FAS 144 will
primarily impact the accounting for intangible assets subject to amortization,
property and equipment, and certain other long-lived assets. The adoption of
this statement did not have a material effect on the results of operations or
the financial position of the Company.
10
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
REVENUE RECOGNITION
The Company's operating revenues for all periods presented were attributable to
HQ. Revenues from workstations and business services are recognized as the
related services are provided. Workstation revenues consist of office and
related furniture rental, parking and storage. Business services consist of (1)
technology services comprised of Internet, videoconferencing and
telecommunications services and (2) other business services which include
charges to clients that do not require offices on a full-time basis, conference
and training room usage, catering, copies, management and franchise fees.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes.
Under the asset and liability method, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. This method also requires the recognition of
future tax benefits such as net operating loss carry forwards, to the extent
that realization of such benefits is more likely than not. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the period that includes the enactment
date. The result a valuation allowance is recognized if it is more likely than
not that some portion of the deferred asset will not be recognized. At June 30,
2002 and December 31, 2001, all of HQ and FrontLine Parent's deferred tax assets
have been fully reserved due to the uncertainty as to whether these assets will
provide benefit in future years.
COMPREHENSIVE LOSS
Comprehensive income (loss) is defined as the change in equity of a business
enterprise during a period from transactions, events and circumstances from
non-owner sources. It includes all changes in equity during a period except
those resulting from investments by owners and distributions to owners. During
the three months ended June 30, 2001, the difference between net loss of
$39,072,000 and total comprehensive loss of $39,090,000 was due to $296,000 of
unrealized losses arising from foreign currency translation and $278,000 of
unrealized gains on "available-for-sale" marketable securities.
During the six months ended June 30, 2001, the difference between net loss of
$69,288,000 and comprehensive loss of $72,387,000 was due to $3,011,000 of
unrealized losses arising from foreign currency translation and $88,000 of
unrealized losses on "available-for-sale" marketable securities.
There were no differences between net loss and comprehensive loss for the 2002
periods.
SEGMENT REPORTING
The segment information required by SFAS No. 131, "Disclosure about Segments of
an Enterprise and Related Information," relating to the HQ Segment and the
Parent and Other Interests Segment is presented in Notes 3 and 4, respectively.
11
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
Each of the segments has a FrontLine senior professional assigned for purposes
of monitoring performance and carrying out operating activity. These
professionals report directly to the Chief Executive Officer and Treasurer, who
along with the Board of Directors have been identified as the Chief Operating
Decision Makers ("CODM") because of their final authority over resource
allocation decisions and performance assessment.
FrontLine's governance and control rights are generally exercised through Board
of Directors seats and through representation on the executive committees of its
investee entities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments" requires
the Company to disclose the estimated fair values of its financial instrument
assets and liabilities. The carrying amounts approximate fair value for cash and
cash equivalents, accounts receivable and accounts payable because of the short
maturity of those instruments. Other than as disclosed in Notes 5 and 11, the
estimated fair values of the Company's long-term debt approximate the recorded
balances.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company adopted the provisions of SFAS No. 133 ("SFAS 133") "Accounting for
Derivatives and Hedging Activities," as amended, effective January 1, 2001. SFAS
133 requires the Company to recognize all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
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. HQ enters into
contracts that establish a cap and a floor interest rate on notional amounts to
hedge the interest rate risk on its floating-rate debt. The Company's policy is
that it will not speculate in hedging activities. The adopting of FAS 133 as of
January 2001 was not material to the Company's results of operations. There were
no derivatives outstanding at June 30, 2002.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
The most significant assumptions and estimates relate to the lives and
recoverability of long-lived assets. Actual results could differ from those
estimates.
RECLASSIFICATIONS
Certain prior period amounts and segment disclosures have been reclassified to
conform to the current period presentation.
12
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
3. INTEREST IN HQ GLOBAL AND PREDECESSOR ENTITIES
OVERVIEW
HQ is a provider of flexible officing solutions. HQ provides a complete
outsourced office solution through furnished and equipped individual offices and
multi-office suites available on short notice with flexible contracts. HQ also
provides business support and information services, including
telecommunications; broadband Internet access; mail room and reception services;
high-speed copying, faxing and printing services; secretarial, desktop
publishing and IT support services and various size conference facilities, with
multi-media presentation and, in certain cases, video teleconferencing
capabilities. HQ also provides similar services for those businesses and
individuals that do not require offices on a full-time basis. As of June 30,
2002, HQ owned, operated, or franchised 357 business centers, which are included
in continuing operations and are primarily located in the United States. There
were 19 business centers operating at June 30, 2002 that were held for sale and
included in discontinued operations or in the process of being closed. HQ's
wholly-owned subsidiary is also the franchisor of 45 domestic and 33
international business centers for unrelated franchisees. Excluding franchised
centers, HQ owned and operated 279 business centers as of June 30, 2002.
2000 TRANSACTIONS
In connection with the completion of its step acquisition of VANTAS which began
in 1999, in the first quarter of 2000 the Company paid approximately $43.3
million in cash and issued 1,294,103 shares of its common stock to other VANTAS
stockholders pursuant to the terms of stock purchase agreements thereby
increasing its ownership interest in VANTAS to approximately 84% on a basic
basis and 76% on a diluted basis.
On June 1, 2000, VANTAS merged with HQ Global Workplaces, Inc. ("Old HQ"), in a
two-step merger, and HQ Global also acquired two other entities involved in the
executive office suites business outside the United States (the "HQ Merger"). As
a result of the HQ Merger, the combined company, under the name HQ Global
Workplaces, Inc., became a wholly-owned subsidiary of a newly-formed parent
corporation, HQ Global Holdings, Inc. ("HQ Global"). The HQ Merger was financed
through a combination of debt and HQ Global preferred stock and warrants. To
effectuate the HQ Merger, FrontLine contributed approximately $17 million in
cash and its ownership interest in VANTAS.
The costs of the HQ Merger have been allocated to the respective assets acquired
and liabilities assumed, with the remainder recorded as goodwill, based on
preliminary estimates of fair values as follows (in thousands):
Working capital ................................... $ 7,840
Property and equipment ............................ 107,047
Goodwill .......................................... 407,441
Favorable acquired business center operating leases 25,690
Other assets ...................................... 32,504
Other liabilities ................................. (45,080)
Notes payable ..................................... (138,693)
---------
Total .......................................... $ 396,749
=========
13
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
The estimates of fair value were determined by HQ Global's management based on
information provided by the management of the acquired entities. The above
purchase price allocation has been revised from the original allocation as
estimated amounts have been finalized.
OWNERSHIP BY FRONTLINE
To facilitate HQ Global obtaining amendments to certain debt covenants, on June
29, 2001, FrontLine invested an additional $15.0 million into HQ Global via the
acquisition of a new subordinated series of preferred stock and common stock
warrants.
As of June 30, 2002, FrontLine's ownership interest was approximately 57% on a
basic basis. Although FrontLine's percentage ownership may vary depending on the
actual preferred stock conversion price, on a fully-diluted basis, assuming the
outstanding preferred stock converted at the HQ Merger conversion price, and
including certain warrants to purchase HQ Global stock, FrontLine would own
approximately 38% of the common stock of HQ Global.
An HQ Global shareholder has a put option ("Put Option") to require the Company
to purchase all of its interest any time between January 8, 2002 and January 8,
2005, at the then determined fair value of the interest.
The Company has entered into a stockholders agreement (the "HQ Stockholders
Agreement") with certain of the stockholders of HQ Global which provides them
with rights to put up to approximately 3.1 million shares of HQ Global (the "HQ
Shares") to the Company during the two years subsequent to the HQ Merger if HQ
Global has not completed an initial public offering of its shares. On February
25, 2002, such stockholders irrevocably waived their Put Rights.
DISCONTINUED OPERATIONS
In December 2001, HQ's Board of Directors approved a plan to dispose of HQ's
business in Europe. The planned disposition of the businesses in Europe
represents the disposal of a business segment under Accounting Principles Board
("APB") 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 ("APB 30"). As a result of this
transaction, the consolidated financial statements have been reclassified to
present the European businesses as a discontinued operation.
On June 24, 2002, HQ sold certain assets of the discontinued operations in the
United Kingdom for cash proceeds of $15.5 million. Of this amount, $11.5 million
was repatriated to the United States. This transaction resulted in a gain of
$5.4 million, representing the excess of the proceeds over the previously
estimated net realizable value of the assets. The gain of $5.4 million is
included in income from discontinued operations for the three and six months
ended June 30, 2002. There were no income taxes related to this transaction.
Excluding this transaction, loss from discontinued operations was $2.5 million
and $2.4 million for the three and six months ended June 31, 2002, respectively.
FINANCIAL STATEMENTS
The following statements present the portion of the Company's financial
position, results of operations and cash flows represented by HQ Global and
predecessor entities as of and for the periods indicated.
14
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
HQ GLOBAL AND PREDECESSOR ENTITIES
BALANCE SHEETS
(IN THOUSANDS)
JUNE 30, DECEMBER 31,
2002 2001
--------- ------------
ASSETS:
Current Assets:
Cash and cash equivalents .................................... $ 27,805 $ 16,151
Restricted cash .............................................. 1,834 878
Accounts receivable, net of allowance for doubtful accounts of
$3,032 at June 30, 2002 and $2,492 at December 31, 2001 .... 5,417 6,865
Other current assets ......................................... 4,096 4,141
--------- ---------
Total Current Assets ..................................... 39,152 28,035
Intangible assets, net ............................................ 15,620 16,820
Property and equipment, net ....................................... 146,226 168,486
Deferred financing costs, net ..................................... 30,843 40,127
Net assets from discontinued operations ........................... -- 5,500
Other assets, net ................................................. 5,033 4,130
--------- ---------
Total Assets ............................................. $ 236,874 $ 263,098
========= =========
LIABILITIES AND NET BUSINESS UNIT DEFICIENCY:
Current Liabilities
Liabilities subject to compromise:
Accounts payable and accrued expenses ........................ $ 53,012 $ 39,087
Accrued restructuring costs .................................. 50,770 49,674
Unsecured debt ............................................... 125,000 125,000
Other liabilities ............................................ 2,465 3,111
Net liabilities from discontinued operations ................. 919 --
--------- ---------
Total liabilities subject to compromise .................. 232,166 216,872
Liabilities not subject to compromise:
Accounts payable and accrued expenses ........................ 30,422 17,053
Accrued reorganization costs ................................. 5,135 --
Accrued restructuring costs .................................. -- 1,893
Secured debt ................................................. 224,265 216,506
Deferred rent payable ........................................ 50,418 52,448
Other liabilities ............................................ 34,910 41,526
--------- ---------
Total liabilities not subject to compromise .............. 345,150 329,426
--------- ---------
Total Current Liabilities ................................ 577,316 546,298
Other liabilities not subject to compromise ....................... 6,004 7,890
--------- ---------
Total Liabilities ........................................ 583,320 554,188
Net business unit deficiency ...................................... (346,446) (291,090)
--------- ---------
Total Liabilities and Net Business Unit Deficiency ....... $ 236,874 $ 263,098
========= =========
15
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
HQ GLOBAL AND PREDECESSOR ENTITIES
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- ------------------------------
2002 2001 2002 2001
---- ---- ---- ----
HQ Operating Revenues:
Workstation revenue ............................ $ 54,278 $ 81,481 $ 111,790 $ 170,547
Support services ............................... 29,265 41,670 60,211 89,955
------------ ------------ ------------ ------------
Total HQ Operating Revenues .................. 83,543 123,151 172,001 260,502
------------ ------------ ------------ ------------
HQ Operating Expenses:
Rent ........................................... 48,010 55,425 97,165 110,370
Support services ............................... 9,165 14,189 19,851 30,625
Center general and administrative .............. 17,269 31,410 36,152 60,022
General and administrative ..................... 9,549 16,814 20,516 32,455
Depreciation and amortization .................. 10,614 18,241 21,313 36,150
------------ ------------ ------------ ------------
Total HQ Operating Expenses .................. 94,607 136,079 194,997 269,622
------------ ------------ ------------ ------------
HQ operating loss............................. (11,064) (12,928) (22,996) (9,120)
HQ Other Expenses:
Reorganization costs ........................... (4,387) -- (14,239) --
Restructuring costs ............................ (7,154) (11,325) (7,154) (11,325)
Interest expense, net .......................... (5,082) (10,540) (13,918) (23,277)
------------ ------------ ------------ ------------
Loss from continuing operations before
minority interest and provision for income
taxes ...................................... (27,687) (34,793) (58,307) (43,722)
Minority interest ................................. -- 10,511 -- 8,979
Provision for income taxes ........................ -- (950) -- (950)
------------ ------------ ------------ ------------
Loss before discontinued operations ............... (27,687) (25,232) (58,307) (35,693)
Income (loss) from discontinued operations ........ 2,879 (492) 2,951 673
------------ ------------ ------------ ------------
Net loss attributable to HQ .................. $ (24,808) $ (25,724) $ (55,356) $ (35,020)
============ ============ ============ ============
Basic and diluted net loss attributable to HQ per
weighted average common share ..................... $ (0.66) $ (0.70) $ (1.48) $ (0.95)
============ ============ ============ ============
Basic and diluted weighted average common shares of
FrontLine Outstanding ............................. 37,344,039 36,876,113 37,344,039 36,813,280
============ ============ ============ ============
16
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
HQ GLOBAL AND PREDECESSOR
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
-----------------------
2002 2001
---- ----
Cash Flows from Operating Activities:
Loss before discontinued operations attributable to HQ .................... $(58,307) $(35,693)
Adjustments to reconcile net loss discontinued operations attributable
to HQ to cash provided by continuing operating activities:
Depreciation and amortization ......................................... 21,313 36,150
Amortization of deferred financing costs .............................. 9,645 2,486
Minority interest ..................................................... -- (8,979)
Stock and related compensation ........................................ 67 311
Changes in operating assets and liabilities:
Accounts receivable, net ............................................ 1,449 17,438
Other assets ........................................................ (1,221) 2,180
Deferred rent payable ............................................... 1,726 3,622
Accounts payable and accrued expenses ............................... 27,229 (2,156)
Accrued reorganization costs ........................................ 5,135 --
Accrued restructuring costs ......................................... (797) --
Other liabilities ................................................... (8,530) (4,820)
-------- --------
Net cash provided by (used in) operating activities from continuing
operations ........................................................... (2,291) 10,539
Net cash provided by (used in) discontinued operations .............. (5,924) 2,215
-------- --------
Net cash provided by (used in) operating activities ................. (8,215) 12,754
-------- --------
Cash Flows from Investing Activities:
Equipment ................................................................. (1,605) (24,193)
Restricted cash ........................................................... (956) 4,299
-------- --------
Net cash used in continuing investing activities .................. (2,561) (19,894)
Net cash provided by (used in) discontinued operations ....... 15,292 (2,703)
-------- --------
Net cash provided by (used in) investing activities .......... 12,731 (22,597)
-------- --------
Cash Flows from Financing Activities:
Net proceeds (payments) from notes payable ................................ 7,759 (17,182)
Net proceeds from Parent .................................................. -- 15,000
Capital leases ............................................................ (621) (717)
-------- --------
Net cash provided by (used in) financing activities ............... 7,138 (2,899)
-------- --------
Cash and Cash Equivalents:
Net increase (decrease) ................................................... 11,654 (12,742)
Beginning of period ....................................................... 16,151 12,742
-------- --------
End of period ............................................................. $ 27,805 $ --
======== ========
Supplemental cash flow information:
Cash paid for Chapter 11 proceeding reorganization costs ................. $ (2,941) $ --
-------- --------
17
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
4. OTHER OWNERSHIP INTERESTS
The Company's ownership interests in its investees are classified according to
the applicable accounting method utilized at June 30, 2002 and December 31,
2001. The carrying value of equity method investments represents the Company's
acquisition costs less any impairment charges and the Company's share of such
investees' losses. The carrying value of cost method investments represents the
Company's acquisition costs less any impairment charges in such investees. The
Company's ownership interests in and advances to investees as of June 30, 2002,
are as follows (in thousands):
JUNE 30, 2002 DECEMBER 31, 2001
----------------------------- ----------------------------
CARRYING VALUE COST BASIS CARRYING VALUE COST BASIS
-------------- ---------- -------------- ----------
Equity Method............ $ 12,298 $ 158,671 $ 13,396 $ 158,671
Cost Method.............. -- 18,075 -- 18,075
--------- ---------
$ 12,298 $ 13,396
========= =========
The following details the Company's equity in net loss and impairment of
unconsolidated companies (in thousands):
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
-------------------------- -------------------------
2002 2001 2002 2001
-------- -------- -------- --------
Reckson Strategic Venture Partners, LLC $ (1,047) $ (1,350) $ (1,335) $ (2,357)
Aggregate impairment charges ............ -- (66) -- (9,483)
Gain on sale of Intuit, Inc. stock ...... -- -- -- 466
-------- -------- -------- --------
Equity in net loss and impairment of
unconsolidated companies ........... $ (1,047) $ (1,416) $ (1,335) $(11,374)
======== ======== ======== ========
EMPLOYEE MATTERS
On December 20, 2000, the Company sold its interest in EmployeeMatters, Inc.
("EmployeeMatters") to Intuit, Inc. ("Intuit") for 556,027 shares of Intuit
common stock. The fair value of such stock on the closing date of the sale was
$21.3 million. As a result of the sale, the Company recorded a gain of $8.3
million, net of $0.7 million of expenses and other related charges, in the
fourth quarter of the year ended December 31, 2000. Included in the above Intuit
shares are 23,072 shares that were held in escrow in order to collateralize
certain indemnification obligations of the Company. On December 31, 2001, Intuit
shares were released from escrow.
SALE OF INTUIT
During the three months ended March 31, 2001, the Company sold all shares of
Intuit not held in escrow at a realized gain of $0.5 million. On January 9,
2002, the Company sold all 23,072 shares of Intuit, which were released from
escrow at December 31, 2001.
18
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
RECKSON STRATEGIC
Reckson Strategic Venture Partners, LLC ("Reckson Strategic") invests in
operating companies with experienced management teams in real estate and real
estate related market sectors which are in the early stages of their growth
cycle or offer unique circumstances for attractive investments, as well as
platforms for future growth.
Through RSVP Holdings, LLC ("Holdings"), the Company is a managing member and
100% owner of the common equity of Reckson Strategic. New World Realty, LLC, an
entity owned by two individuals (the "RSVP Managing Directors") retained by
Holdings, acts as a managing member of Holdings, and has a carried interest
which provides for the RSVP Managing Directors to receive a share in the profits
of Reckson Strategic after the Company, UBS Real Estate Securities, Inc. ("UBS
Real Estate"), formerly Paine Webber Real Estate Securities, Inc., and Stratum
Realty Fund, L.P. ("Stratum") have received certain minimum returns and a return
of capital. UBS Real Estate and Stratum are non-managing members and preferred
equity owners who have committed $150 million and $50 million, respectively, in
capital and share in profits and losses of Reckson Strategic with the Company,
subject to a maximum internal rate of return of 16% of invested capital. The
carrying values of the Company's investment in Reckson Strategic, which is
accounted for under the equity method, were $12.3 million and $13.4 million as
of June 30, 2002 and December 31, 2001, respectively.
FINANCIAL STATEMENTS
The following statements present the portion of the Company's financial
position, results of operations and cash flows represented by FrontLine Parent
and other interests as of and for the periods indicated.
19
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
FRONTLINE PARENT AND OTHER INTERESTS
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
JUNE 30, DECEMBER 31,
2002 2001
---- ----
ASSETS:
Current Assets:
Cash and cash equivalents ............................................. $ 187 $ 1,988
Other current assets .................................................. -- 361
--------- ---------
Total Current Assets .............................................. 187 2,349
Ownership interests in and advances to unconsolidated companies ............ 12,298 13,396
Deferred financing costs, net .............................................. 97 147
Other assets, net .......................................................... 2,570 1,778
--------- ---------
Total Assets ...................................................... $ 15,152 $ 17,670
========= =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY:
Liabilities subject to compromise:
Accounts payable and accrued expenses ................................. $ 5,299 $ 4,036
Credit facilities with related parties ................................ 189,464 176,909
Notes payable ......................................................... 25,000 25,000
Negative ownership interest in HQ Global and predecessor entities ..... 346,446 291,090
--------- ---------
Total Liabilities ................................................. 566,209 497,035
--------- ---------
Liabilities not subject to compromise:
Accounts payable and accrued expenses ............................... 82 --
--------- ---------
Total Liabilities ........................................... 566,291 497,035
--------- ---------
Redeemable convertible preferred stock ..................................... 26,065 25,325
Shareholders' Deficiency:
8.875% convertible cumulative preferred stock, $.01 par value,
25,000,000 shares authorized, 26,000 issued and outstanding ......... -- --
Common stock, $.01 par value, 100,000,000 shares authorized, 37,344,039
shares issued and outstanding at June 30, 2002
and December 31, 2001, respectively ................................ 373 373
Additional paid-in capital ............................................ 399,373 400,793
Accumulated deficit ................................................... (976,950) (905,856)
--------- ---------
Total Shareholders' Deficiency .................................... (577,204) (504,690)
--------- ---------
Total Liabilities and Shareholders' Deficiency .................... $ 15,152 $ 17,670
========= =========
20
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
FRONTLINE PARENT AND OTHER INTERESTS
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
2002 2001 2002 2001
---- ---- ---- ----
Parent Expenses:
General and administrative expenses .............. $ (444) $ (744) $ (959) $ (2,607)
Amortization of deferred charges ................. -- (941) -- (2,274)
Reorganization costs ............................. (135) -- (135) --
Restructuring costs .............................. (50) (4,563) (305) (7,208)
Interest expense, net ............................ (6,717) (5,684) (13,004) (10,805)
------------ ------------ ------------ ------------
Loss before equity in net loss and impairment of
unconsolidated companies ..................... (7,346) (11,932) (14,403) (22,894)
Equity in net loss and impairment of unconsolidated
companies ........................................... (1,047) (1,416) (1,335) (11,374)
------------ ------------ ------------ ------------
Net loss ....................................... (8,393) (13,348) (15,738) (34,268)
Dividends on and accretion of preferred stock ....... (721) (937) (1,420) (3,929)
------------ ------------ ------------ ------------
Net loss applicable to common shareholders
attributable to Parent and Other Interests ......... $ (9,114) $ (14,285) $ (17,158) $ (38,197)
============ ============ ============ ============
Basic and diluted net loss attributable to Parent and
Other Interests per weighted average common share ... $ (0.24) $ (0.39) $ (0.46) $ (1.04)
============ ============ ============ ============
Basic and diluted weighted average common shares of
FrontLine outstanding ............................... 37,344,039 36,876,113 37,344,039 36,813,280
============ ============ ============ ============
21
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
FRONTLINE PARENT AND OTHER INTERESTS
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30,
------------------------
2002 2001
---- ----
Cash Flows from Operating Activities:
Net loss .................................................................... $(15,738) $(34,268)
Adjustments to reconcile net loss to cash used in operating activities
Amortization of deferred financing costs ................................ 50 587
Equity in net loss of unconsolidated companies .......................... 1,335 11,374
Realized gain on sale of short-term investments ......................... -- (466)
Stock and related compensation .......................................... -- 2,814
Non-cash restructuring costs ............................................ 66 720
Changes in operating assets and liabilities:
Other assets .......................................................... (1,610) 1,407
Accounts payable and accrued expenses ................................. 598 (7,104)
Other liabilities ..................................................... 12,555 10,007
-------- --------
Net cash used in operating activities ............................... (2,744) (14,929)
-------- --------
Cash Flows from Investing Activities:
Acquisitions of officing solutions centers .................................. -- (15,127)
Proceeds from sale of short-term investments ................................ 1,010 20,918
Acquisition of ownership interests and advances to unconsolidated companies . (67) (8,518)
-------- --------
Net cash provided by (used in) investing activities ................. 943 (2,727)
-------- --------
Cash Flows from Financing Activities:
Issuance of preferred and redeemable preferred stock, net of costs .......... -- 10,000
Deferred financing costs .................................................... -- (301)
Net change from credit facilities with related parties ...................... -- 6,493
Other ....................................................................... -- 426
-------- --------
Net cash provided by financing activities ........................... -- 16,618
-------- --------
Cash and Cash Equivalents:
Net decrease ................................................................ (1,801) (1,038)
Beginning of period ......................................................... 1,988 6,923
-------- --------
End of period ............................................................... $ 187 $ 5,885
======== ========
22
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
5. NOTES PAYABLE
HQ DEBTOR-IN-POSSESSION FACILITY
In connection with HQ's bankruptcy filing (See Note 1), HQ received a commitment
for a $30.0 million facility, with borrowings permitted for up to nine months in
accordance with certain operating and liquidity covenants. Any borrowings, of
which there have been none, will incur interest at prime plus 3%.
HQ CREDIT FACILITY
HQ has a credit facility (the "HQ Credit Facility") with certain lending
institutions, which, as amended and restated as of June 29, 2001, provides for
borrowings of up to $219.4 million under four term loans (the "Term Loans") and
for borrowings or letters of credit of up to an additional $55.6 million under
two revolving loan commitments (the "Revolver Loans"). Availabilities under the
Revolver Loans are formula based. As of June 30, 2002, there was $188.7 million
in outstanding borrowings under the Term Loans and $35.6 million in borrowings
outstanding under the Revolver Loans. As of June 30, 2002, HQ had letters of
credit outstanding in the aggregate amount of $23.1 million for landlord
security deposits. Such letters of credit are collateralized by $0.8 million in
cash and $19.9 million of Revolver Loans.
The Term Loans are repayable in various quarterly installments through November
2005. Additional annual principal payments of 75% of excess cash flow as defined
are required. Pursuant to such requirement, HQ made an accelerated principal
payment of $15.1 million during the six-month period ended June 30, 2001, based
on cash flows for the year ended December 31, 2000. Any outstanding borrowings
under the two Revolver Loans are due on November 6, 2003 and May 31, 2005,
respectively. Borrowings under the HQ Credit Facility bear interest ranging from
LIBOR (one-month LIBOR was approximately 1.84% at June 30, 2002) plus 3.25% to
4.0% for one, three or nine-month periods at the election of HQ or prime (4.75%
at June 30, 2002) plus 2.25% to 3.00%. The weighted average interest rate on
borrowings under the Term Loans and the Revolver Loans at June 30, 2002, were
approximately 5.9% and 6.0%, respectively. HQ pays a commitment fee of 1/2 of
1.0% per annum on the unused portion of the HQ Credit Facility.
HQ's lending institutions have an assignment of leases and rents associated with
HQ's business centers and certain preferred security interests to collateralize
the borrowings under the HQ Credit Facility.
The stated maturities of borrowings outstanding under the HQ Credit Facility
subsequent to June 30, 2002 are as follows (in thousands):
TWELVE MONTHS ENDED
JUNE 30, AMOUNT
--------------------------- --------
2003 and arrears........... $ 43,572
2004....................... 51,262
2005....................... 65,561
2006....................... 63,870
--------
Total...................... $224,265
========
23
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
MEZZANINE LOAN
On May 31, 2000, HQ entered into a Senior Subordinated Credit Facility (the
"Bridge Loan") in the amount of $125.0 million. The Bridge Loan carried an
interest rate of LIBOR plus 6.5% and was to mature on May 31, 2007. On August
11, 2000, HQ replaced the Bridge Loan with a $125.0 million Note and Warrant
Purchase Agreement (the "Mezzanine Loan"). The Mezzanine Loan bears interest at
13.5% per annum and matures on May 31, 2007. The entire balance was outstanding
at June 30, 2002 and December 31, 2001.
In connection with the Mezzanine Loan, the Mezzanine Loan lenders received
503,545 Series A Warrants and 227,163 Series B Warrants to purchase common
stock. The fair value of the Series A Warrants to purchase Common Stock issued
to the lenders was recorded as debt issuance costs and is being amortized over
the terms of the related loan resulting in an effective interest rate of 15.6%.
No value will be assigned to the Series B Warrants.
EVENTS OF DEFAULT AND COMPLIANCE WITH COVENANTS
The HQ Credit Facility and Mezzanine Loan contain certain covenants, including a
defined maximum ratio of consolidated indebtedness to consolidated earnings
before interest, income taxes, depreciation and amortization. In addition, there
are other covenants pertaining to financial ratios and limitations on capital
expenditures. Also, the HQ Credit Facility and Mezzanine Loan prohibit the
declaration or payment of dividends by HQ Global or any of its subsidiaries,
except for the payment of dividends in kind on its preferred stock.
In addition to not complying with certain financial covenants, in September
2001, HQ defaulted on its principle payments due under the HQ Credit Facility
and, in February 2002, commenced defaulting on interest payments. As a result of
entering into forbearance agreements, additional borrowings under the HQ Credit
Facility were permitted from September 30, 2001 to February 14, 2002. Due to
these defaults, outstanding borrowings are reflected as a current liability as
of June 30, 2002 and December 31, 2001.
HQ also defaulted on the September 30, 2001 interest payment on the Mezzanine
Loan but did enter into a forbearance agreement that expired February 14, 2002.
As a result of this default and non-compliance with financial covenants, the
Mezzanine Loan has been classified as a current liability as of June 30, 2002
and December 31, 2001.
FRONTLINE BANK CREDIT FACILITY
On September 11, 2000, FrontLine entered into a $25.0 million line of credit
agreement (the "FrontLine Bank Credit Facility"). Borrowings under the FrontLine
Bank Credit Facility are secured by a 20.51% common ownership interest in shares
of HQ Global and bear interest, at the election of FrontLine, at the Prime rate
plus 5%. Any outstanding borrowings under the FrontLine Bank Credit Facility
were originally due on March 11, 2001. In January 2001, FrontLine exercised its
option to extend the maturity date until June 11, 2001. In May 2001, the Company
further extended the maturity date to September 11, 2001. In September 2001, the
Company further extended the maturity date to October 25, 2001. Since the entire
outstanding balance of $25.0 million and accrued interest was not repaid at this
time, FrontLine became in default. Such amount is classified as current in the
accompanying Consolidated Balance Sheet. The weighted average interest rate of
the outstanding borrowings at such date was 7.66%. The carrying value of
FrontLine's borrowings under the FrontLine Bank Credit Facility approximates its
fair value as of June 30, 2002.
24
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
The restructuring of the Company's indebtedness may result in significant
dilution to holders of the Company's common stock or the elimination of their
interest.
6. REDEEMABLE PREFERRED STOCK
On December 13, 2000, FrontLine obtained a $25.0 million preferred equity
facility (the "Preferred Equity Facility") with a major financial institution.
At the inception of the Preferred Equity Facility, the Company drew $15.0
million, for net proceeds of $13.9 million; the remaining amount was drawn by
FrontLine during the three months ended March 31, 2001, for net proceeds of
$10.0 million.
The Preferred Equity Facility is comprised of a series of redeemable convertible
preferred securities (the "Series B Preferred Stock"). The holders have consent
rights for certain significant transactions, including the incurrence of
additional debt by the Company or HQ, the issuance of equity securities senior
to, or on a parity with, the Series B Preferred Stock or the issuance by HQ of
preferred stock. These securities also contain certain covenants relating to HQ.
In addition, the securities include a redemption premium of 27.5%. Since the
securities were not redeemed prior to December 13, 2001, the securities
(including the amount of the redemption premium) have become convertible at the
holder's option into FrontLine common stock at the initial rate of $13.3875 per
share, the preferred stock has become a voting security on an "as-converted"
basis, and quarterly dividends have become payable from the date of initial
issuance at the annual rate of 9.25%. Securities have a mandatory redemption
requirement at a 27.5% premium, which has been triggered as a result of uncured
events of default. Accordingly, the securities are classified as "Redeemable
convertible preferred stock" in the accompanying consolidated balance sheet at
June 30, 2002.
The initial net proceeds of the securities are being accreted to the mandatory
redemption price of 127.5% of face value over the five-year period through the
mandatory redemption date.
At June 30, 2002, the Company did not pay the dividend that was payable at that
time and accordingly is in default. The Company is in arrears with regard to the
payment of dividends on its Series A and Series B Preferred Stock.
7. SHAREHOLDERS' EQUITY
During the three months ended March 31, 2000, the Company completed preferred
stock offerings of 26,000 shares of 8.875% Convertible Cumulative Preferred
Stock (the "Series A Preferred Stock") at a price of $1,000 per share with net
proceeds of $24.6 million. These shares are convertible into the Company's
common stock at a price of $70.48. The Company did not declare or pay the
quarterly dividend due on these shares commencing with the payment that was due
on November 6, 2001. Accordingly, future dividends will accrue at a higher rate
of 10.875%. Since dividend distributions are in arrears for more than two
quarterly periods, then the holders of such shares are entitled to elect two
additional members to the Company's Board of Directors.
In connection with the HQ Merger, the Company entered into a stockholders
agreement (the "HQ Stockholders Agreement") with certain of the stockholders of
HQ Global which provide them with rights to put up to approximately 3.1 million
shares of HQ Global (the "HQ Shares") to the Company during the two years
subsequent to the HQ Merger if HQ Global did not complete an initial public
offering of its shares. On February 25, 2002, such stockholders irrevocably
waived their Put Rights.
25
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
8. LONG-TERM INCENTIVE PLAN
In March 2000, the Compensation Committee of the Board of Directors adopted a
long-term incentive plan (the "LTIP"). The terms of the LTIP are described in
the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
In April 2000, FrontLine paid advances aggregating $2.8 million on future
payments under the long-term incentive plan to its four executive officers at
that date. During the three months ended September 30, 2001, $1.8 million of
these advances were forgiven as a result of the termination of three of these
executives. Including related income tax accruals, the resulting expenses
relating to the forgiveness of the advances to these three executives was $2.8
million in the twelve months ended December 31, 2001, respectively.
The Company is continuing to amortize the remaining $1.0 million and related tax
payments through April 2007, the end of the required service period, for the
remaining executive officer who is still Write off of employed with the Company.
During the three and six months ended June 30, 2002, $0.1 million and s $0.1
million, respectively, of amortization related to the LTIP was recorded.
9. REORGANIZATION COSTS
HQ
In the first quarter of 2002, HQ recorded $3.7 million of professional costs
associated with the Chapter 11 proceeding and a $6.2 million non-cash charge
associated with the write-off of deferred financing costs associated with the
Mezzanine Loan.
In the second quarter of 2002, HQ recorded $4.4 million of professional costs
associated with the Chapter 11 proceeding.
The following table summarizes the accrued charges related to reorganization (in
thousands):
WRITE OFF
OF
DEFERRED
FINANCING
PROFESSIONAL COSTS
COST NON-CASH TOTAL
------------ --------- -------
First quarter 2002 charge 3,689 6,163 9,852
Non-cash reduction -- (6,163) (6,163)
Second quarter 2002 charge 4,387 -- 4,387
Cash expenditures (2,941) -- (2,941)
------- ------- -------
Balance at June 30,2002 $ 5,135 $ -- $ 5,135
======= ======= =======
FRONTLINE
FrontLine has incurred approximately $0.1 million of reorganization costs, all
of which were paid previous to June 30, 2002.
26
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
10. RESTRUCTURING
HQ
In the second quarter of 2001, HQ initiated a restructuring program to close
certain of its business centers and eliminate certain other business center and
corporate positions. This restructuring program resulted in a charge of $11.3
million in the third quarter of 2001 consisting of employee severance and HQ's
estimate of future lease payments it would be required to make following closure
of the centers. Subsequent to the initiation of the plan, HQ has filed
bankruptcy and has revised its estimates of severance and lease costs based on
the expected costs of buying out its lease obligations resulting in a reduction
of accrued restructuring costs of $3.2 million in the fourth quarter of 2001.
In the fourth quarter of 2001, HQ expanded its restructuring program to include
the closure of additional business centers resulting in an additional
restructuring charge of $49.4 million consisting primarily of HQ's estimate of
the future lease payments it will be required to make following closure of
these centers. Restructuring costs also include $5.7 million of professional
costs associated with this restructuring and HQ's Chapter 11 proceeding (See
Note 1).
In the second quarter of 2002, HQ recorded a restructuring charge of $7.2
million related to additional planned center closures.
During the six months ended June 30, 2002, various landlords drew down $4.8
million of Letters of credit, which reduced the estimated liability related to
center closures. Also, $0.4 million in cash was paid to reduce the estimated
liability related to center closures.
The following table summarizes the accrued charges related to restructuring (in
thousands):
Lease Professional
Severance Costs Costs Total
--------- -------- ------------ --------
Balances at December 31, 2001 $ 2,695 $ 46,979 $ 1,893 $ 51,567
Second quarter 2002 charge -- 7,154 -- 7,154
Cash expenditures (883) (5,175) (1,893) (7,951)
-------- -------- -------- --------
Balance at June 30, 2002 $ 1,812 $ 48,958 $ -- $ 50,770
======== ======== ======== ========
The total restructuring program is expected to result in a net reduction of
approximately 411 employees. At June 30, 2002, the program had resulted in a
reduction of 402 employees. Severance costs are expected to be paid in 2002,
while the lease costs are expected to be paid in 2002 and future years.
FRONTLINE
On October 18, 2000, FrontLine announced a restructuring of its strategic plan.
In connection with the Restructuring, FrontLine terminated approximately 90% of
its headquarters personnel, which has occurred during a transition period
through the first quarter of 2002. As a result of this Restructuring, FrontLine
has recognized cash and non-cash restructuring charges of $0.1 and $0.3 million
during the three-month and six-month periods ended June 30, 2002, respectively.
27
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
The restructuring costs recognized during 2002 consist principally of $0.3
million of professional fees and other expenses.
11. TRANSACTIONS WITH RELATED PARTIES
HQ believes that the terms and pricing of each of the following transactions
with related parties are similar to those negotiated at arms length. Certain
officers and members of HQ's Board of Directors are also officers and/or on the
board of directors of FrontLine, Reckson Associates Realty Corp. ("Reckson
Associates"), Equity Office Properties ("EOP") or CarrAmerica.
HQ is a tenant under several leases with Reckson Associates and affiliates. For
the six months ended June 30, 2002, HQ made payments of $1.5 million for rent,
construction and other charges under such leases.
HQ is a tenant under several leases with EOP and affiliates of EOP, which are
affiliated with EOP Operating Limited Partnership, a purchaser of HQ's Series A
Preferred Stock in conjunction with the HQ Merger. For the six months ended June
30, 2002, HQ made payments of $7.6 million for rent and other charges under such
leases.
HQ is a tenant under several leases with CarrAmerica and affiliates of
CarrAmerica, who received shares of HQ's Voting Common Stock and Nonvoting
Common Stock in conjunction with the HQ Merger. For the six months ended June
30, 2002, HQ made payments of $1.5 million for rent and other charges under such
leases.
FRONTLINE
The Company has a credit facility with Reckson Operating Partnership, L.P.
("Reckson") in the amount of $100 million (the "FrontLine Facility"). Reckson
has advanced the Company $93.4 million at June 30, 2002 under the FrontLine
Facility.
Additionally, Reckson Strategic has a $100 million commitment from Reckson to
fund its investment activities (the "Reckson Strategic Facility"). Draws on the
Reckson Strategic Facility occur either in the form of loans to FrontLine (the
"Reckson Strategic Facility" and, collectively with the FrontLine Facility, the
"Credit Facilities") under terms similar to the FrontLine Facility or whereby
Reckson makes direct investments with Reckson Strategic in joint ventures. As of
June 30, 2002, Reckson has advanced FrontLine $49.3 million under the Reckson
Strategic Facility. The aggregate principal amount outstanding and due Reckson
at December 31, 2001 under both credit facilities was $142.7 million. Interest
accrued on these facilities at June 30, 2002, was $46.7 million. Both of the
FrontLine and Reckson Strategic Facilities expire in June 2003. Currently, the
Company has an outstanding letter of credit in the amount of $0.2 million.
28
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
On March 28, 2001, the Company's Board of Directors approved amendments to the
Credit Facilities pursuant to which (i) interest is payable only at maturity and
(ii) Reckson may transfer all or any portion of its rights or obligations under
the Credit Facilities to its affiliates. In addition, the Reckson Strategic
Facility was amended to increase the amount available thereunder to up to $110
million. Reckson has advanced approximately $59.8 million under the Reckson
Strategic Facility to fund additional Reckson Strategic-controlled joint
ventures through June 30, 2002. There is no remaining availability under the
Credit Facilities. At June 30, 2002, as a result of the Company's failure to pay
the principal and interest due upon maturity on the FrontLine Bank Credit
Facility, an event of default has occurred upon the Credit Facilities with
Reckson. As a result of the default under the Credit Facilities, interest
borrowings currently bear interest at 14.62% per annum.
The Company is entitled to a cumulative annual management fee of $2 million with
respect to Reckson Strategic, of which $1.5 million is subordinate to UBS Real
Estate receiving an annual minimum rate of return of 16% and a return of its
capital. The non-subordinated portion of the fee for each of the three months
ended March 31, 2002 and 2001 was $0.1 million and each of the six months ended
June 30, 2002 and 2001 was $0.2 million.
12. CONTINGENCIES
Reference is made to the lawsuit captioned OmniOffices, Inc. et al. v. Joseph
Kaidanow et al. set forth in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001. In connection with such litigation, on September
12, 2001, without holding oral argument, the Court denied Plaintiffs' motion for
summary judgment, but granted the Defendants' cross-motion for summary judgment.
Plaintiffs and the directors of old HQ filed a Notice of Appeal in October 2001.
On February 15, 2002, the D.C. Circuit announced that oral argument was
scheduled for January 16, 2003. In March 2002, the D.C. Circuit referred the
appeal to its Appellate Mediation Program. On April 24, 2002, HQ filed a notice
of bankruptcy stay in respect of its March 13, 2002 Chapter 11 filing. HQ
informed the D.C. Circuit that the appeal was stayed as to HQ pursuant to the
automatic stay provisions of the U.S. Bankruptcy Code.
Reference is made to the lawsuit captioned Joseph Kaidanow and Robert Arcoro v.
CarrAmerica Realty Corporation, HQ Global Workplaces, Inc., Thomas A. Carr,
Philip L. Hawkins, C. Ronald Blankenship, Oliver T. Carr, and Gary Kusin set
forth in the Company's Annual Report on Form 10-K for the year ended December
31, 2001. In connection with such litigation, on March 8, 2002, Plaintiffs filed
a motion for leave to amend their complaint to add, inter alia, a breach of
warrant agreements claim against HQ and other claims against FrontLine. On March
15, 2002, HQ filed a notice of bankruptcy stay, stemming from its March 13, 2002
voluntary petition for Chapter 11 bankruptcy protection in the United States
Bankruptcy Court for the District of Delaware (the "Delaware Bankruptcy Court").
HQ informed the Court that the consolidated action was stayed as to HQ pursuant
to the automatic stay provisions of the Bankruptcy Code. Co-defendent
CarrAmerica Realty Corporation filed a motion requesting that, in light of HQ's
bankruptcy, the consolidated motion be stayed as to all defendants. At a status
conference held on March 25, 2002, the Vice Chancellor ordered the parties to
work out a scheduling order for the briefing of the motion regarding the stay of
the proceedings. A hearing on this motion is scheduled for September 9, 2002.
The former director co-defendants in the consolidated action separately filed an
adversary proceeding in the Delaware Bankruptcy Court seeking to stay the
consolidated action as to the former directors. After a hearing on June 25,
2002, the Delaware Bankruptcy Court denied the requested relief.
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, LLP ("RSVP"), Reckson Associates Realty Corp. ("Reckson"), and
RAP-Dominion LLC ("RAP-Dominion"), a joint venture through which RSVP and
Reckson invested in a venture with certain of the plaintiffs. On April 10, 2002,
the litigation was settled without liability on the part of the Company or the
defendant. In connection with the settlement, the joint venture will be
terminated. As a result of this settlement, the Company determined that no
further impairment was necessary on its carrying value in its investment in
Reckson Strategic.
29
FRONTLINE CAPITAL GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
In April 2000, the Company entered into an office lease which expires in
December, 2010. In January, 2001, the Company assigned the lease to HQ. The
lease assignment did not relieve the Company of its payment obligations under
the terms of its lease. On March 13, 2002, HQ commenced its bankruptcy cases by
filing voluntary petitions for relief under Chapter 11 of the Bankruptcy Code.
On or about April 22, 2002, the landlord filed a Motion For Order Compelling
Debtor HQ Global Workplaces, Inc. To Elect Whether To Assume Or Reject Unexpired
Leases Of Non-Residential Real Property and Granting It Other Related Relief. On
or about May 8, 2002, HQ filed an objection to the motion. Pursuant to an order
dated April 9, 2002, the bankruptcy court in HQ's bankruptcy cases approved the
debtors' rejection of the leases with the landlord. The debtors and landlord
subsequently entered into a stipulation and agreed order resolving the
landlord's motion, which was approved by the bankruptcy court on June 10, 2002.
The landlord may seek to recover any further damages from FrontLine. The
schedules, as amended, filed in FrontLine's bankruptcy case indicate that the
landlord may hold a general, unsecured, non-priority claim against the Company
for an unknown amount. This claim is scheduled as contingent, unliquidated and
disputed. By order dated July 29, 2002, September 30, 2002 was established as
the deadline for filing general claims in FrontLine's bankruptcy case.
The Company also has potential liability under its indemnification of
CarrAmerica for liabilities of Carr America under its guarantees relating to
five HQ leases. In conjunction with the HQ Merger, FrontLine agreed to indemnify
CarrAmerica for its guarantees of certain HQ leases. At December 31, 2001, HQ
had $1.4 million in outstanding letters of credit associated with these 5
leases. Of the $57.6 million HQ restructuring charge recorded in 2001, a $2.3
million accrual applicable to this lease was recorded as an estimate for the
cost of terminating these leases. As of December 31, 2001, the remaining lease
commitments in excess of the existing letter of credit was $25.4 million.
In addition to the cases set forth above, the Company and its investee entities
are party to claims and administrative proceedings arising in the ordinary
course of business or which are otherwise subject to indemnification, some of
which are expected to be covered by liability insurance (subject to policy
deductibles and limitations of liability) and all of which, including the cases
discussed above, collectively are not expected to have a material adverse effect
on the Company's financial position or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
financial statements of FrontLine Capital Group (the "Company" or "FrontLine")
and related notes thereto.
The Company considers certain statements set forth in this Quarterly Report Form
10-Q 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, with respect to the Company's expectations for future periods.
Certain forward-looking statements involve certain risks and uncertainties.
Although the Company 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 Company can give no assurance that such expectations will be
achieved. Certain factors that might cause the results of the Company to differ
materially from those indicated by such forward-looking statements include,
among other factors, an inability to extend and/or amend the terms of the
Company's outstanding indebtedness and HQ Global Holdings Inc. ("HQ" or the "HQ
Global Segment") indebtedness on terms that are favorable to the Company and its
common stockholders, results of any recapitalization of HQ and its bankruptcy,
negative changes in the officing solutions industry or the Internet-related
businesses in which the unconsolidated companies in which we invest operate, a
continued downturn in general economic conditions, increases in interest rates,
a lack of capital availability, ability to satisfy financial covenants,
competition, reduced demand or decreases in rental rates for executive office
suites and other real estate-related risks such as the timely completion of
projects under development, our inability to complete future strategic
transactions, costs incurred in connection with strategic transactions and our
dependence upon our key personnel and the key personnel of HQ and other risks
detailed in FrontLine's reports and other filings made with the Securities and
Exchange Commission. Consequently, such forward-looking statements should be
regarded solely as reflections of the Company's current operating and
development plans and estimates. These plans and estimates are subject to
revision from time to time as additional information becomes available, and
actual results may differ from those indicated in the referenced statements.
30
OVERVIEW AND BACKGROUND
FrontLine is a holding company, with two distinct operating segments: one holds
FrontLine's interest in HQ Global Workplaces, Inc., a company in the officing
solutions market, and its predecessor companies ("HQ" or the "HQ Global
Segment"), the other consists of FrontLine (parent company) ("FrontLine Parent")
and its interests in a group of companies (the "Parent and Other Interests
Segment") that provided a range of services. In October 2000, FrontLine
announced that it would focus its resources and capital on the businesses within
its existing portfolio and cease pursuing new investment activities.
In conjunction with the Restructuring, FrontLine re-evaluated the carrying
values of its investments and recorded aggregate impairment charges of $57.7
million through the year ended December 31, 2001 in order to reduce the carrying
value of these investments to fair value. No subsequent impairment charges have
been recorded.
EFFECT OF VARIOUS ACCOUNTING METHODS ON RESULTS OF OPERATIONS
The interests that FrontLine owns in its investee entities have historically
been accounted for under one of three methods: consolidation, equity method and
cost method. The applicable accounting method is generally determined based on
the Company's voting interest and rights in each investee.
Consolidation. Where the Company directly or indirectly owns more than 50% of
the outstanding voting securities of an entity or controls the board of
directors, the consolidation method of accounting is applied. Under this method,
an entity's results of operations are reflected within the Company's
Consolidated Statements of Operations. The entities whose results are
consolidated by the Company are comprised of VANTAS Incorporated ("VANTAS") and
effective with the June 1, 2000 merger (the "HQ Merger") of VANTAS with HQ
Global Workplaces, Inc. ("Old HQ"), HQ Global. The entity representative of Old
HQ and its predecessors, such as VANTAS, is referred to herein as HQ. (See Note
3 to the accompanying consolidated financial statements for further discussion).
Participation of other shareholders in the earnings or losses of the
consolidated entities is reflected in the caption "Minority interest" in the
Consolidated Statements of Operations. Minority interest adjusts the
consolidated net results of operations to reflect only the Company's share of
the earnings or losses of the consolidated entities.
To understand the Company's results of operations and financial position without
the effect of the consolidation of HQ, Note 4 to the accompanying consolidated
financial statements presents the balance sheets, statements of operations and
cash flows of the Company without the consolidation of FrontLine's ownership
interest in HQ.
Equity Method. Investees whose results are not consolidated, but over whom the
Company exercises significant influence, have been accounted for under the
equity method of accounting.
Cost Method. Investees not accounted for under either the consolidation or the
equity method of accounting are accounted for under the cost method of
accounting. Under this method, the Company's share of the earnings or losses of
these companies is not included in the Consolidated Statements of Operations.
Impairment charges recognized on cost method investments are included in "Equity
in net loss and impairment of unconsolidated companies" in the accompanying
Consolidated Statements of Operations.
31
RESULTS OF OPERATIONS
The reportable segments in FrontLine's financial statements are the HQ Segment
and the Parent and Other Interests Segment. The following discussion should be
read in conjunction with the accompanying consolidated financial statements and
notes thereto.
HQ
All of FrontLine's operating revenues and operating expenses for the three and
six months ended June 30, 2002 and 2001 were attributable to HQ. The following
is a discussion of HQ's results of operations for such periods.
RESULTS OF CONTINUING OPERATIONS
THREE MONTHS ENDED JUNE 30, 2002 AND 2001
Revenues. Total business center revenues for the three-month period ended June
30, 2002 were $83.5 million, representing a decrease in 2002 of $39.7 million,
or 32.2%, compared to 2001.
Business centers with three months of activity for both periods under comparison
("Same Centers") had revenues for the three-month period ended June 30, 2002 and
2001 of $82.4 million and $107.3 million, respectively, representing a decrease
in 2002 of $24.9 million, or 23.2%, compared with 2001. The decrease in revenues
in 2002 is attributable to a general decline in business performance. Reflective
of the challenging macro-economic environment experienced throughout 2001 and
into 2002, business centers experienced reduced demand and downward pricing
pressure.
Business centers that were closed subsequent to April 1, 2001 ("Closed Centers")
had revenues for the three-month period ended June 30, 2002 and 2001 of $1.1
million and $15.9 million, respectively. Subsequent to April 1, 2001, the
Company has ceased operations in approximately 75 business centers.
Expenses. Total business center expenses for the three-month period ended June
30, 2002 were $74.4 million, representing a decrease of $26.6 million, or 26.3%,
from the three-month period ended June 30, 2001.
Business centers with three months of activity for both periods under comparison
("Same Centers") had expenses for the three-month period ended June 30, 2002 and
2001 of $72.6 million and $83.1 million, respectively, representing a decrease
in 2002 of $10.5 million, or 12.6%, compared with 2001. The decrease is
attributable to reduced bad debt expense, center general and administrative
costs, as well as lower technology and business service expenses associated with
the decline in related revenue, offset by certain normal lease increases.
Business centers that were closed subsequent to April 1, 2001 ("Closed Centers")
had expenses for the three-month period ended June 30, 2002 and 2001 of $1.8
million and $17.9 million, respectively.
Business Center Operating Income ("BCOI"). For the three-month period ended June
30, 2002, BCOI was $9.1 million as compared with $22.1 million for three-month
period ended June 30, 2001. The BCOI as a percentage of total revenues ("BCOI
Margin") was 10.9% for the period ended June 30, 2002 as compared to 18.0% for
2001. The decrease in BCOI Margin is primarily attributable to lower revenues.
32
Same Center BCOI was $9.8 million and $24.2 million for the three-month periods
ended June 30, 2002 and 2001, respectively, representing a decrease in 2002 of
$14.4 million from 2001. The BCOI Margin from Same Centers for the three-month
period ended June 30, 2002 was 11.9% as compared with 22.6% in the corresponding
period in 2001.
Closed Center BCOI was negative $0.7 million and negative $2.1 million for the
three-month periods ended June 30, 2002 and 2001, respectively.
Corporate General and Administrative Expenses. For the three- month periods
ended June 30, 2002 and 2001, corporate general and administrative expenses were
$9.5 million and $16.8 million, respectively. The three months ended June 30,
2001, contains $2.6 million of non-recurring expenses, consisting of costs
associated with an abandoned merger and obtaining amendments to debt covenants.
Excluding these charges, such expenses were 11.3% and 11.5%, respectively, of
total revenue.
Reorganization Charges. For the three-month periods ended June 30, 2002 and
2001, reorganization charges associated with HQ's bankruptcy filing were $4.4
million and zero, respectively. For the period ended June 30, 2002,
reorganization charges consisted of professional fees.
Restructuring Charges. For the three months ended June 30, 2002 and 2001,
restructuring charges were $7.2 million and $11.3 million, respectively. For the
periods ended June 30, 2002 and 2001, restructuring charges consist of center
closure and employee severance costs.
Depreciation and Amortization. For the three-month periods ended June 30, 2002
and 2001, depreciation and amortization expenses were $10.6 million and $18.2
million, respectively. The decrease in depreciation and amortization is
attributable to the reduced carrying value of intangible and fixed assets due to
impairment charges recorded in the second half of fiscal 2001.
Interest Expense. For the three-month periods ended June 30, 2002 and 2001, net
interest expense was $5.1 million and $10.5 million, respectively. The decrease
in interest expense is due to ceasing to accrue interest on the Mezzanine Loan
after March 13, 2002, the date of HQ's bankruptcy filing, and lower interest
rates.
Minority Interest. Minority interest was allocated income for the three-month
period ended June 30, 2001 of $10.5 million. Subsequently, minority interest was
eliminated due to the losses HQ incurred.
DISCONTINUED OPERATIONS
Income From Discontinued Operations. For the three-month period ended June 30,
2002, income from discontinued operations was $2.9 million, as compared to a
loss of $0.5 million for the three-month period ended June 30, 2001. The period
ended June 30, 2002 includes a gain of $5.4 million, resulting from the sale of
certain assets of the discontinued operation in the United Kingdom for an amount
in excess of their previously estimated net realizable values. Excluding this
gain, loss from discontinued operations was $2.5 million for the three month
ended June 30, 2002.
33
RESULTS OF CONTINUING OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002, COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001
REVENUES. Total business center revenues for the six months ended June 30, 2002
were $172.0 million, representing a decrease of $88.5 million, or 34.0%, from
the six months ended June 30, 2001.
Business centers with six months of activity for both periods under comparison
("Same Centers") had revenues for the six months ended June 30, 2002 and 2001 of
$165.2 million and $222.8 million, respectively, representing a decrease in 2002
of $57.6 million, or 25.9%, compared with 2001. The decrease in revenues in 2002
is attributable to a general decline in business performance. Reflective of the
challenging macro-economic environment experienced throughout 2001 and into
2002, business centers experienced reduced demand and downward pricing pressure.
Business centers that were closed subsequent to January 1, 2001 ("Closed
Centers") had revenues for the six months ended June 30, 2002 and 2001 of $4.0
million and $36.6 million, respectively.
Business centers opened subsequent to January 1, 2001 ("Development Centers")
had revenues for the six months ended June 30, 2002 and 2001 of $2.8 million and
$1.1 million, respectively.
EXPENSES. Total business center expenses for the six months ended June 30, 2002
were $153.2 million, representing a decrease of $47.8 million, or 23.8%, from
the six months ended June 30, 2001.
Business centers with six months of activity for both periods under comparison
("Same Centers") had expenses for the six months ended June 30, 2002 and 2001 of
$144.5 million and $163.1 million, respectively, representing a decrease in 2002
of $18.6 million, or 11.4%, compared with 2001. The decrease is attributable to
reduced bad debt expense, center general and administrative costs, as well as
lower technology and business service expenses associated with the decline in
related revenue, offset by certain normal lease increases.
Business centers that were closed subsequent to January 1, 2001 ("Closed
Centers") had expenses for the six months ended June 30, 2002 and 2001 of $6.0
million and $36.2 million, respectively.
Business centers opened subsequent to January 1, 2001 ("Development Centers")
had expenses for the six months ended June 30, 2002 and 2001 of $2.8 million and
$1.7 million, respectively.
Business Center Operating Income ("BCOI"). For the six months ended June 30,
2002, BCOI was $18.8 million as compared with $59.5 million for 2001. The BCOI
as a percentage of total revenues ("BCOI Margin") was 10.9% for the six months
ended June 30, 2002 as compared to 22.8% for 2001. The decrease in BCOI Margin
can be primarily attributed to lower revenues.
Same Center BCOI was $20.8 million and $59.8 million for the six months ended
June 30, 2002 and 2001, respectively, representing a decrease in 2002 of $39.0
million from 2001. The BCOI Margin from Same Centers for the six months ended
June 30, 2002 was 12.6% as compared with 26.8% in the corresponding six months
in 2001.
Development Center BCOI was zero and negative $0.6 million for the six monthss
ended June 30, 2002 and 2001, respectively.
34
Closed Center BCOI was negative $2.0 million and positive $0.4 million for the
six months ended June 30, 2002 and 2001, respectively.
Corporate General and Administrative Expenses. For the six months ended June 30,
2002 and 2001, corporate general and administrative expenses were $20.5 million
and $32.9 million, respectively. The six months ended June 30, 2001 contain $2.6
million of non-recurring expenses. Excluding these charges, corporate general
and administrative expenses were 11.9% and 11.5%, respectively, of total
revenue.
Reorganization Charges. For the six months ended June 30, 2002 and 2001,
reorganization charges associated with HQ's bankruptcy filing were $14.2 million
and zero, respectively. For the six months ended June 30, 2002, reorganization
charges consisted of professional fees of $8.1 million and a write-off of $6.1
million of deferred financing costs associated with the Company's Mezzanine
Loan.
Restructuring Charges. For the six months ended June 30, 2002 and 2001,
restructuring charges were $7.2 million and $11.3 million, respectively. The
charges related to center closure and employee severance costs.
Deprecation and Amoritization. For the six months ended June 30, 2002 and 2001,
depreciation and amortization expenses were $21.3 million and $36.2 million,
respectively. The decrease in depreciation and amortization is attributable to
the reduced carrying value of intangible and fixed assets due to impairment
charges recorded in the second half of fiscal 2001.
Interest Expense. For the six months ended June 30, 2002 and 2001, net interest
expense was $13.9 million and $23.3 million, respectively. The decrease in
interest expense is due to ceasing to accrue interest on the Mezzanine Loan
after March 13, 2002, the date of HQ's bankruptcy filing, and lower interest
rates.
Minority Interest. Minority interest was allocated income for the six month
period ended June 30, 2001 of $9.0 million. Subsequently, minority interest was
eliminated due to the losses HQ incurred.
DISCONTINUED OPERATIONS
Income (Loss) from Discontinued Operations. For the six months ended June 30,
2002, income from discontinued operations was $3.0 million, as compared to $0.7
million for the six months ended June 30, 2001. The period ended June 30, 2002
includes a gain of $5.4 million, resulting from the sale of certain assets of
the discontinued operation in the United Kingdom for an amount in excess of
their previously estimated net realizable values. Excluding this gain, loss from
discontinued operations was $2.4 million for the six months ended June 30, 2002.
PARENT AND OTHER INTERESTS
THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
As a result of the Restructuring discussed above, FrontLine has changed from a
company which invested in early stage companies which leveraged the Internet
into one which is focused on highlighting the value of HQ.
The restructuring costs recognized in the three and six month periods ended June
30, 2002 were $0.1 million and $0.3 million, respectively, and consisted
principally of professional fees and other expenses.
35
FrontLine's general and administrative expenses were $0.4 million and $1.0
million during the three and six months period ended June 30, 2002,
respectively, compared with $0.7 million and $2.6 million for the corresponding
periods in 2001 reflecting the planned reduction in workforce and the resulting
lower recurring general and administrative expenses in connection with the
Restructuring.
A significant portion of FrontLine's net loss is derived from companies in which
it held minority ownership interests. The equity in net loss and impairment of
unconsolidated companies decreased $0.4 million and $10.0 million for the three
and six month periods ended June 30, 2002, respectively, as compared with the
corresponding period in 2001. The equity in net loss and impairment of
unconsolidated companies in the 2002 quarter consisted of $1.0 million of equity
in net loss of unconsolidated companies. The impairment charges in 2001 were
determined in recognition of specific unfavorable developments affecting these
companies as well as the continuing difficult market conditions experienced
during such period. The loss for 2001 was comprised of $9.4 million of
impairment charges reflecting the estimated decreases in the fair values of
certain of the Company's investments and $2.5 million of equity in net loss,
both partially offset by a $0.5 million gain on the sale of the stock received
as consideration for the December 2000 sale of EmployeeMatters, Inc (see Note
4).
Dividends on, and accretion of, preferred stock of $0.7 million and $1.4 million
in the three and six month period respectively, ended June 30, 2002 represents
dividends on FrontLine's 8.875% Series A Convertible Cumulative Preferred Stock
(the "Series A Stock"), which was issued in the first quarter of 2000 and
accretion of FrontLine's Series B Convertible Cumulative Preferred Stock which
was issued in the fourth quarter of 2000. Such amount in the three and six month
period ended June 30, 2001 of $1.0 million and $3.9 million, respectively,
represents dividends on the Series A Stock and accretion of the Series B Stock.
LIQUIDITY AND CAPITAL RESOURCES
HQ
On March 13, 2002, HQ filed voluntary petitions for relief under Chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware (the "Court"). HQ continues to operate and manage their
properties as debtors-in-possesssion during the Chapter 11 proceeding. HQ
anticipates proposing a plan of reorganization in accordance with the federal
bankruptcy laws as administered by the Court.
In connection with HQ's bankruptcy proceeding, HQ received a commitment for a
$30.0 million credit facility ("Debtor-in-Possession Facility"), with borrowings
permitted through December 31, 2002 for up to nine months in accordance with
certain operating and liquidity covenants. Any borrowings, of which there have
been none, will incur interest at Prime plus 3.0%.
There can be no assurance as to HQ's ability to execute its business plan and
meet its obligations with respect to its Debtor-in-Possession Facility. The
availability of additional capital and the ultimate recapitalization of HQ to
permit it to confirm a plan of reorganization and emerge from bankruptcy
protection is subject to numerous factors, including some that are beyond HQ's
control. In the event HQ is unable to access additional capital or secure a
confirmed plan of reorganization, no assurance can be given that HQ will be able
to meet its future cash requirements.
FRONTLINE
On June 12, 2002, FrontLine filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court"). The Company
remains in possession of its assets and properties, and continues to operate its
business and manage its property as a debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the United States Bankruptcy Code.
36
The Company anticipates proposing a plan of reorganization in accordance with
the federal bankruptcy laws as administered by the Bankruptcy Court.
Confirmation of a Plan of reorganization could materially change the amounts
currently recorded in the financial statements. The financial statements do not
give effect to any adjustment to the carrying value of assets, or amounts and
classifications of liabilities that might be necessary as a consequence of this
matter.
Historically, FrontLine has funded operations and investing activities through a
combination of borrowings under various credit facilities, issuances of the
Company's equity securities and sales of assets. Since the Restructuring,
FrontLine's cash requirements have been substantially reduced. As of June 30,
2002, there is no remaining availability under any FrontLine credit facility.
The Company has a credit facility with Reckson in the amount of $100 million
(the "FrontLine Facility"). Additionally, Reckson Strategic has a $100 million
facility (the "Reckson Strategic Facility") with Reckson to fund Reckson
Strategic investments. Note 10 to the consolidated financial statements
summarizes the terms of the FrontLine Facility and Reckson Strategic Facility
(collectively, the "Credit Facilities"). The Company had $93.4 million
outstanding under the FrontLine Facility at June 30, 2002, and due to
outstanding letters of credit and accrued interest, has no remaining
availability. The Company had $49.3 million outstanding under the Reckson
Strategic Facility at June 30, 2002. These borrowings were utilized to fund
Reckson Strategic investments and its general operations. As long as there are
outstanding amounts under the Credit Facilities, the Company is prohibited from
paying dividends on shares of its common stock or, subject to certain
exceptions, incurring additional debt. The Credit Facilities are subject to
certain other covenants and prohibit advances thereunder to the extent the
advances could, in Reckson's determination, endanger the status of Reckson
Associates as a REIT. Under the Credit Facilities, additional indebtedness may
be incurred by the Company's subsidiaries. The Credit Facilities also contain
covenants prohibiting the Company from entering into any merger, consolidation
or similar transaction and from selling all or any substantial part of its
assets, or allowing any subsidiary to do so, unless approved by the lender. The
Credit Facilities also provide for defaults thereunder in the event debt is
accelerated under another of FrontLine's financing agreements. On March 28,
2001, the Company's Board of Directors approved amendments to the Credit
Facilities pursuant to which (i) interest is payable only at maturity and (ii)
Reckson may transfer all or any portion of its rights or obligations under the
Credit Facilities to its affiliates. These changes were requested by Reckson as
a result of changes in REIT tax laws. In addition, the Reckson Strategic
Facility was amended to increase the amount available thereunder to up to $110
million (from $100 million).
On September 11, 2000, FrontLine amended its $25.0 million credit agreement (the
"FrontLine Bank Credit Facility"). Borrowings under the FrontLine Bank Credit
Facility are secured by a 20.51% common ownership interest in HQ and bear
interest at the Prime rate plus 2%. Any outstanding borrowings under the
FrontLine Bank Credit Facility were due on October 25, 2001, as a result of
various extensions exercised by FrontLine in May 2001. At September 30, 2001,
FrontLine had fully borrowed the FrontLine Bank Credit Facility. The FrontLine
Bank Credit Facility provides for a default thereunder in the event debt is
accelerated under another of FrontLine's financing agreements or if there is a
default under certain HQ financing agreements. The FrontLine Bank Credit
Facility contains, among others, covenants relating to the financial ratios of
HQ and covenants prohibiting the Company from (i) transferring, conveying,
disposing of, pledging or granting a security interest in any of the collateral
previously pledged under the FrontLine Bank Credit Facility, (ii) terminating,
amending or modifying any organizational or other governing documents of the
Company or HQ without first obtaining the lender's prior written consent, (iii)
violating certain specified financial ratios, (iv) exceeding $25,000,000 of new
indebtedness, and (v) declaring or paying cash dividends on any class of the
Company's stock. Subsequent to December 31, 2001, the Company has not repaid the
principal or paid any interest applicable to this period and accordingly is at
the forbearance of the bank. There is no remaining availability under the Credit
Facilities. As a result of the Company's failure to pay the principal and
interest upon maturity on the FrontLine Bank Credit Facility, an event of
default has occurred under the credit facilities with Reckson.
37
During the three months ended March 31, 2000, the Company completed preferred
stock offerings of 26,000 shares of Series A Preferred Stock at a price of
$1,000 per share with net proceeds of $24.6 million. These shares are
convertible into the Company's common stock at a price of $70.48. The Company
did not declare or pay the quarterly dividend due on these shares commencing
with the payment that was due on November 6, 2001. Accordingly, future dividends
will accrue at a higher rate of 10.875%. Since dividend distributions are in
arrears for more than two quarterly periods, then the holders of such shares are
entitled to elect two additional members to the Company's Board of Directors.
While the Company's $25 million of Series B Preferred Stock is outstanding, the
holders have consent rights for certain significant transactions, including the
incurrence of additional debt by the Company or HQ, the issuance of equity
securities senior to, or on a parity with, the Series B Preferred Stock or the
issuance by HQ of preferred stock. These securities also contain certain
covenants relating to HQ. In addition, the securities include a redemption
premium of 27.5%. Since securities were not redeemed prior to December 13, 2001,
the securities (including the amount of the redemption premium) have become
convertible at the holder's option into FrontLine common stock at the initial
rate of $13.3875 per share, the preferred stock has become a voting security on
an "as-converted" basis, and quarterly dividends have become payable from the
date of initial issuance at the annual rate of 9.25%. In addition, since the
Company did not pay the dividend on the Series B Preferred Stock in December
2001, the holders of such stock have the right to vote on an "as converted"
basis on any matters that holders of common stock are permitted to vote upon and
to elect two members to the Company's Board of Directors. Securities have a
mandatory redemption requirement at a 27.5% premium, which has been triggered as
a result of uncured events of default. In addition, the consent of two-thirds of
the holders of the Company's Series A Preferred Stock is necessary in order to
issue any equity securities ranking senior to the Series A Preferred Stock. The
Company is also prohibited from paying dividends on its common stock unless full
distributions have been paid on both the Series A Preferred Stock and Series B
Preferred Stock. The Company is in arrears with regard to the payment of
dividends on its Series A and Series B Preferred Stock.
Currently, the Company has a short-term letter of credit in the amount of $0.2
million, which is being utilized as a security deposit.
The Company has entered into a stockholders agreement (the "HQ Stockholders
Agreement") with certain of the stockholders of HQ Global which provides them
with rights to put up to approximately 3.1 million shares of HQ Global (the "HQ
Shares") to the Company during the two years subsequent to the HQ Merger if HQ
Global has not completed an initial public offering of its shares. On February
25, 2002, such stockholders irrevocably waived their Put Rights.
FrontLine's operations do not require significant capital expenditures. There
were no significant capital expenditure commitments as of June 30, 2002.
There can be no assurance as to the Company's ability to execute its business
plan and to meet its obligations with respect to its credit facilities. If
additional funds are raised through the issuance of equity securities, existing
shareholders may experience significant dilution. The availability of additional
capital is subject to numerous factors including some that are beyond the
Company's control. In the event the company is unable to access additional
capital, no assurance can be given that it will be able to meet its future cash
requirements.
38
The Company has formed a committee of its Board of Directors, comprised solely
of the independent directors of the Board, in order to address conflicts that
may arise in connection with the Company's credit facilities with Reckson
Operating Partnership. The committee has retained legal counsel in connection
with its responsibilities.
In March 2002, the Company's stock was delisted by Nasdaq as a direct result of
the HQ bankruptcy filing. The Company's common stock currently trades on the OTC
Bulletin Board under the symbol FLCGQ.
INFLATION
HQ
Certain of HQ's leases include increases in annual rent based on changes in the
consumer price index or similar inflation indices. HQ's contracts with clients
generally range from six to twelve months in duration. Accordingly, HQ may have
the ability to pass on any inflation related increased costs at the time of
renewal of such contracts.
FrontLine
Management believes that inflation did not have a significant effect on its
results of operations during any of the periods presented.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
HQ
The primary market risk facing HQ is interest rate risk on the HQ Credit
Facility. HQ mitigates this risk by entering into hedging instruments on a
portion of its outstanding balances. In addition, HQ may elect to enter into
LIBOR contracts on portions of the HQ Credit Facility, which locks in the
interest rate on those portions for 30, 60 or 90-day periods. The HQ Credit
Facility bears interest ranging from either 3.25% to 4.00% over applicable
LIBOR, or alternatively 2.25% to 3.00% over prime, generally at HQ's election.
As of June 30, 2002, HQ had hedged the interest rates on approximately $103.5
million of the HQ Credit Facility using various instruments with various
expiration dates through September 30, 2002. These instruments lock in the
maximum underlying three-month LIBOR at levels between 7.93% and 9.00%.
An increase in interest rates will have a negative impact on the net income of
HQ due to the variable interest component of the HQ Credit Facility. Based on
current interest rate levels, a 10% increase in underlying interest rates will
have a 4.4% increase in interest expense, ignoring the short-term impact of
remaining terms under current LIBOR hedge contracts.
Following the HQ Merger, HQ is conducting more of its operations in foreign
currencies, primarily the British Pound. Due to the nature of foreign currency
markets, there is potential risk for foreign currency losses as well as gains.
Currently, HQ has not hedged its foreign currency risk.
39
HQ has not, and does not plan to, enter into any derivative financial
instruments for trading or speculative purposes. As of June 30, 2002, HQ had no
other material exposure to market risk.
FRONTLINE
Interest Rate Risk
FrontLine faces interest rate risk on its Credit Facilities and the FrontLine
Bank credit Facility. The Company has not hedged interest rate risk using
financial instruments. The Credit Facilities bear interest at the greater of the
prime rate plus 2% or 12% (with interest on balances outstanding more than one
year increasing by 4% of the previous year's rate). The FrontLine Bank Credit
Facility bears interest at LIBOR plus 5% for one, two, three or six-month
interest periods as elected by FrontLine. The rates of interest on the Credit
Facilities and the FrontLine Bank Credit Facility will be influenced by changes
in the prime rate and LIBOR. A significant increase in interest rates may have a
negative impact on the financial results of the Company due to the variable
interest rate (in excess of 12%) under the Credit facilities.
The following table sets forth FrontLine's obaigations with respect to the
Credit Facilities and the FrontLine Bank Credit Facility, principal cash flows
by scheduled maturity, weighted average interest rates and estimated fair market
value at June 30, 2002 (in thousands, except rates).
FOR THE YEAR ENDING DECEMBER 31,
-----------------------------------------------------------
2002 2003 2004 2005 2006 Thereafter Total Fair Value
------- -------- -------- -------- -------- ---------- -------- ----------
Variable rate.. $25,000 $142,061 -- -- -- -- $167,061 $181,963
Average
interest rate.. 8.47% 12.51% -- -- -- -- 11.91% --
Equity Market Risk
FrontLine faces equity market risk in its ownership interests in its
unconsolidated companies. During the fourth quarter of the year ended December
31, 2000 and the first quarter of 2001, FrontLine recognized impairment charges
to reflect decreased valuations for certain of its investments as a result of
unfavorable market conditions and other factors (see Note 4 to the accompanying
consolidated financial statements for further discussion). As a result of such
impairment charges, along with the recognition of FrontLine's equity in the net
losses of certain ownership interests, the carrying value of FrontLine's
ownership interests in and advances to unconsolidated companies, at June 30,
2002 was $12.3 million, approximately 5% of total assets, thereby mitigating
FrontLine's future equity market risk related to these interests.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the lawsuit captioned OmniOffices, Inc. et al. v. Joseph
Kaidanow et al. set forth in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001. In connection with such litigation, on September
12, 2001, without holding oral argument, the Court denied Plaintiffs' motion for
summary judgment, but granted the Defendants' cross-motion for summary judgment.
Plaintiffs and the directors of old HQ filed a Notice of Appeal in October 2001.
On February 15, 2002, the D.C. Circuit announced that oral argument was
scheduled for January 16, 2003. In March 2002, the D.C. Circuit referred the
appeal to its Appellate Mediation Program. On April 24, 2002, HQ filed a notice
of bankruptcy stay in respect of its March 13, 2002 Chapter 11 filing. HQ
informed the D.C. Circuit that the appeal was stayed as to HQ pursuant to the
automatic stay provisions of the U.S. Bankruptcy Code.
40
Reference is made to the lawsuit captioned Joseph Kaidanow and Robert Arcoro v.
CarrAmerica Realty Corporation, HQ Global Workplaces, Inc., Thomas A. Carr,
Philip L. Hawkins, C. Ronald Blankenship, Oliver T. Carr, and Gary Kusin set
forth in the Company's Annual Report on Form 10-K for the year ended December
31, 2001. In connection with such litigation, on March 8, 2002, Plaintiffs filed
a motion for leave to amend their complaint to add, inter alia, a breach of
warrant agreements claim against HQ and other claims against FrontLine. On March
15, 2002, HQ filed a notice of bankruptcy stay, stemming from its March 13, 2002
voluntary petition for Chapter 11 bankruptcy protection in the United States
Bankruptcy Court for the District of Delaware (the "Delaware Bankruptcy Court").
HQ informed the Court that the consolidated action was stayed as to HQ pursuant
to the automatic stay provisions of the Bankruptcy Code. Co-defendent
CarrAmerica Realty Corporation filed a motion requesting that, in light of HQ's
bankruptcy, the consolidated motion be stayed as to all defendants. At a status
conference held on March 25, 2002, the Vice Chancellor ordered the parties to
work out a scheduling order for the briefing of the motion regarding the stay of
the proceedings. A hearing on this motion is scheduled for September 9, 2002.
The former director co-defendants in the consolidated action separately filed an
adversary proceeding in the Delaware Bankruptcy Court seeking to stay the
consolidated action as to the former directors. After a hearing on June 25,
2002, the Delaware Bankruptcy Court denied the requested relief.
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, LLP ("RSVP"), Reckson Associates Realty Corp. ("Reckson"), and
RAP-Dominion LLC ("RAP-Dominion"), a joint venture through which RSVP and
Reckson invested in a venture with certain of the plaintiffs. On April 10, 2002,
the litigation was settled without liability on the part of the Company or the
defendant. In connection with the settlement, the joint venture will be
terminated. As a result of this settlement, the Company determined that no
further impairment was necessary on its carrying value in its investment in
Reckson Strategic.
In April 2000, the Company entered into an office lease which expires in
December, 2010. In January, 2001, the Company assigned the lease to HQ. The
lease assignment did not relieve the Company of its payment obligations under
the terms of its lease. On March 13, 2002, HQ commenced its bankruptcy cases by
filing voluntary petitions for relief under Chapter 11 of the Bankruptcy Code.
On or about April 22, 2002, the landlord filed a Motion For Order Compelling
Debtor HQ Global Workplaces, Inc. To Elect Whether To Assume Or Reject Unexpired
Leases Of Non-Residential Real Property and Granting It Other Related Relief. On
or about May 8, 2002, HQ filed an objection to the motion. Pursuant to an order
dated April 9, 2002, the bankruptcy court in HQ's bankruptcy cases approved the
debtors' rejection of the leases with the landlord. The debtors and landlord
subsequently entered into a stipulation and agreed order resolving the
landlord's motion, which was approved by the bankruptcy court on June 10, 2002.
The landlord may seek to recover any further damages from FrontLine. The
schedules, as amended, filed in FrontLine's bankruptcy case indicate that the
landlord may hold a general, unsecured, non-priority claim against the Company
for an unknown amount. This claim is scheduled as contingent, unliquidated and
disputed. By order dated July 29, 2002, September 30, 2002 was established as
the deadline for filing general claims in FrontLine's bankruptcy case.
The Company also has potential liability under its indemnification of
CarrAmerica for liabilities of Carr America under its guarantees relating to
five HQ leases. In conjunction with the HQ Merger, FrontLine agreed to indemnify
CarrAmerica for its guarantees of certain HQ leases. At December 31, 2001, HQ
had $1.4 million in outstanding letters of credit associated with these 5
leases. Of the $57.6 million HQ restructuring charge recorded in 2001, a $2.3
million accrual applicable to this lease was recorded as an estimate for the
cost of terminating these leases. As of December 31, 2001, the remaining lease
commitments in excess of the existing letter of credit was $25.4 million.
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
(i) HQ. HQ has received notice from the lenders under its senior credit
agreement (the "Credit Agreement") that it is in default with respect to certain
of its covenant and payment obligations under such agreement. On September 30,
2001, HQ elected not to make the principal amortization payment of $4.1 million
due and payable under the Credit Agreement. On November 1, 2001, HQ entered into
a forbearance agreement (the "Agreement"), effective as of October 1, 2001, with
the lenders party to the Credit Agreement, wherein the lenders have agreed for a
certain period of time to forbear from the enforcement of their remedies under
the Credit Agreement with respect to HQ's default. For additional information
regarding this matter, see "Note 5 -Notes Payable" to the Company's financial
statements included elsewhere in this report, which note is incorporated by
reference into this item.
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On September 30, 2001, HQ elected not to make the interest payment due and
payable with respect to its $125 million senior subordinated credit facility
(the "Mezzanine Loan") in the amount of $4.2 million. For additional information
regarding this matter, see "Note 5 - Notes Payable" to the Company's financial
statements included elsewhere in this report, which note is incorporated by
reference into this item.
(ii) FrontLine. The Company failed to repay the $25 million of principal and
$0.2 million of interest due under the Company's $25 million secured credit
facility, which matured on October 25, 2001. The Company is currently in
negotiations to further extend the maturity of this facility. For additional
information regarding this matter see "Note 5 - Notes Payable" to the Company's
financial statements included elsewhere in this report, which note is
incorporated by reference into this item. As a result of the Company's failure
to pay the principal and interest under the senior facility when due, an event
of default has occurred under the Company's credit facilities with Reckson
Operating Partnership, L.P. For additional information regarding this matter,
see "Note 11 - Transactions with Related Parties" to the Company's financial
statements included elsewhere in this report, which note is incorporated by
reference into this item.
On February 6, 2002, the Company elected not to make the dividend payment due on
the Company's Series A convertible cumulative preferred stock in the aggregate
amount of $0.6 million. As a result of the failure to make the dividend payment,
dividends on the Series A preferred stock will accrue quarterly at the rate of
10.875%. If dividends are in arrears for more than two quarterly periods, the
holders of the Series A preferred stock will be entitled to elect two additional
members to the Company's Board of Directors. Dividends on the Company's Series A
preferred stock are cumulative, and therefore, all accrued and unpaid dividends
on the Company's Series A preferred stock must be paid in full prior to
commencing the payment of cash dividends on the Company's common stock.
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
99.1 Certification of Scott H. Rechler, President and Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Sectin 906 of
the Sarbanes-Oxley Act of 2002
99.2 Certification of James D. Burnham, Chief Financial Officer and Treasurer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
(b) During the three months ended June 30, 2002, the Registrant filed the
following reports:
On April 30, 2002, the Registrant filed an amendment to its Annual Report on
Form 10-K/A to report the information required by Items 10 to 13 of Form 10-K.
On May 15, 2002, the Registrant submitted a Quarterly Report on Form 10-Q to
report financial results for the quarter ended March 31, 2002.
On June 26, 2002, the Registrant submitted a Current Report on Form 8-K to
report the Registrant's filing a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York.
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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 thereunto duly authorized.
FRONTLINE CAPITAL GROUP
By: \s\ Scott H. Rechler
-------------------------------------------------------
Scott H. Rechler, President and Chief Executive Officer
(Principal Executive Officer)
By: \s\ James D. Burnham
-------------------------------------------------------
James D. Burnham, Chief Financial Officer and Treasurer
(Chief Accounting Officer)
43