SECURITIES AND EXCHANGE COMMISSION OR Commission File Number 1-13762 RECKSON OPERATING PARTNERSHIP, L.P. Registrant’s telephone number, including area code: (631) 694-6900 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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), and (2) has
been subject to such filing requirements for the past 90 days. Yes Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K, or any amendment to this Form 10-K. Indicate by checkmark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for the Annual Shareholder’s Meeting to be held May 19, 2005 are incorporated by reference into Part III. As of March 21, 2005, approximately 2.7 million common units of limited partnership interest were held by non-affiliates of the Registrant. There is no established trading market for such units. TABLE OF CONTENTS i PART I Reckson Operating Partnership, L.P. (The “Operating Partnership”) commenced operations on June 2, 1995. Reckson Associates Realty Corp. (the “Company”), which serves as the sole general partner of the Operating Partnership, is a fully integrated, self administered
and self managed real estate investment trust (“REIT”). The Operating Partnership and the Company were formed for the purpose of continuing the commercial real estate business of Reckson Associates, the predecessor of the Operating Partnership, its affiliated partnerships
and other entities. Unless the context requires otherwise, the term Company includes Reckson Associates Realty Corp., Reckson Operating Partnership, L.P. and its wholly-owned subsidiaries. The Operating Partnership is engaged in the ownership, management, operation, leasing and development of commercial real estate properties, principally office and to a lesser extent industrial buildings and also owns land for future development (collectively, the
“Properties”) located in the New York City tri-state area (the “Tri-State Area”). For more than 45 years, Reckson has been engaged in the business of owning, developing, acquiring, constructing, managing and leasing office and industrial properties in the New York City tri-state area (the “Tri-State Area”). Based on industry surveys, management
believes that the Operating Partnership is one of the largest owners and operators of Class A central business district (“CBD”) and suburban office properties in the Tri-State Area. At December 31, 2004 the Operating Partnership owned 87 properties (inclusive of eight joint
venture properties) in the Tri-State Area CBD and suburban markets, encompassing approximately 15.9 million rentable square feet, all of which are managed by the Operating Partnership. The properties include 17 Class A CBD office properties encompassing approximately
6.3 million rentable square feet. The CBD office properties consist of six properties located in New York City, nine properties located in Stamford, CT and two properties located in White Plains, NY. The CBD office properties comprised 56% of the Operating Partnership’s
net operating income (property operating revenues less property operating expenses) for the three months ended December 31, 2004. These properties also include 62 Class A suburban office properties encompassing approximately 8.8 million rentable square feet, of which 43
of these properties, or 75% as measured by square footage, are located within the Operating Partnership’s ten office parks. Reckson has historically emphasized the development and acquisition of its suburban office properties in large-scale office parks. The Operating
Partnership believes that owning properties in planned office parks provides strategic and synergistic advantages, including the following: (i) certain tenants prefer locating in a park with other high quality companies to enhance their corporate image, (ii) parks afford tenants
certain aesthetic amenities such as a common landscaping plan, standardization of signage and common dining and recreational facilities, (iii) tenants may expand (or contract) their business within a park, enabling them to centralize business functions and (iv) a park provides
tenants with access to other tenants and may facilitate business relationships between tenants. Additionally, the properties include eight industrial / R&D properties encompassing approximately 863,000 rentable square feet. The Operating Partnership also owns a 354,000 square
foot non-core office property located in Orlando, Florida. In November 2003, the Operating Partnership sold all but three of the properties included in its Long Island industrial building portfolio to members of the Rechler family for approximately $315.5 million. (See “Recent Developments” for further discussion on this sale.) Through its ownership of properties in the key CBD and suburban office markets in the Tri-State Area, the Operating Partnership believes it has a unique competitive advantage as the trend toward the regional decentralization of the workplace increases. Subsequent to
the events of September 11, 2001, as well as the impact of technological advances, which further enable decentralization, companies are strategically re-evaluating the benefits and feasibility of regional decentralization and reassessing their long-term space needs. The Operating
Partnership believes this multi-location regional decentralization will continue to take place, increasing as companies begin to have better visibility as to the future of the economy, further validating its regional strategy of maintaining a significant market share in the key CBD
and suburban office markets in the Tri-State Area. 1 At December 31, 2004, the Operating Partnership also owned approximately 326 acres of land in 12 separate parcels of which the Operating Partnership can, based on current estimates, develop approximately 3.0 million square feet of office space. During July 2004 the
Operating Partnership commenced the ground-up development on one of these parcels of a 277,000 square foot Class A office building with a total anticipated investment of approximately $61.0 million. There can be no assurances that the actual cost of this development will
not exceed the anticipated amount. This development is located within the Operating Partnership’s existing 404,000 square foot executive office park in Melville, New York. In addition, one of these parcels, comprising 39.5 acres located in Valhalla, New York, is currently
under contract for sale. This sale is contingent upon obtaining zoning for residential use of the land and other customary approvals. The proceeds ultimately received from such sale will be determined based upon the number of residential units permitted by the rezoning. The
zoning approvals and closing is expected to occur during 2006. Another one of these land parcels, comprising 24.7 acres located in Princeton, New Jersey on which the Operating Partnership estimates that 316,000 square feet of office space can be developed, is under contract
for sale for approximately $24.6 million and is expected to close within three months. The aggregate cost basis of this parcel was approximately $23.2 million at December 31, 2004. The Operating Partnership is currently evaluating alternative land uses for certain of the other
land holdings to realize the highest economic value. These alternatives may include rezoning certain land parcels from commercial to residential for potential disposition. As of December 31, 2004, the Operating Partnership had invested approximately $112.0 million in these
development projects, exclusive of the aforementioned land parcel located in Princeton, New Jersey and inclusive of approximately $8.3 million of costs capitalized during 2004 relating to real estate taxes, interest and other carrying costs. Management has made subjective
assessments as to the value and recoverability of these investments based on current and proposed development plans, market comparable land values and alternative use values. The Operating Partnership has historically opportunistically purchased underdeveloped land, vacant buildings or buildings that were under managed or under performing. The Operating Partnership applies its real estate expertise to develop, redevelop, renovate and
reposition its assets with the goal of creating value in these real estate assets. Since the Company’s initial public offering (“IPO”) in June 1995, the Operating Partnership has developed, redeveloped, renovated or repositioned 18 properties encompassing approximately 2.8
million square feet of office and industrial / R&D space. The Operating Partnership holds a $17.0 million note receivable, which bears interest at 12% per annum and is secured by a minority partnership interest in Omni Partners, L.P., owner of the Omni, a 579,000 square foot Class A office property located in Uniondale,
New York (the “Omni Note”). The Operating Partnership currently owns a 60% majority partnership interest in Omni Partners, L.P. and on March 14, 2007 may exercise an option to acquire the remaining 40% interest for a price based on 90% of the fair market value of the
property. The Operating Partnership also holds a $30 million junior mezzanine loan which is secured by a pledge of an indirect ownership interest of an entity which owns the ground leasehold estate under a 1.1 million square foot office complex located on Long Island, New
York (the “Mezz Note”). The Mezz Note matures in September 2005 and the borrower has rights to extend its term for three additional one-year periods and, under certain circumstances, prepay amounts outstanding. At December 31, 2004, the Mezz Note had an outstanding
balance of approximately $27.6 million and a weighted average interest rate of 13.50% per annum. Such interest rate is based on a spread over LIBOR, with a LIBOR floor of 1.63% per annum. On December 20, 2004, the Operating Partnership advanced $34 million under a mezzanine loan agreement to an entity that is controlled by a preferred unit holder in the Operating Partnership (the “NYC Mezz Loan”). The NYC Mezz Loan matures on the earlier of
the consummation of the refinancing of the NYC Mezz Loan or December 31, 2005, bears interest at 9% per annum and is secured by certain indirect interests in a 550,000 square foot condominium interest in a Manhattan Class A office tower, other guaranties, pledges and
assurances. As of December 31, 2003, the Operating
Partnership also held three other notes receivable, which aggregated $21.5
million and carried interest rates ranging from 10.5% to 12% per annum (the “Other
Notes” and collectively with the Omni Note, the Mezz Note and the
NYC Mezz Loan, the “Note Receivable Investments”). These notes are
secured in part by a minority partner’s preferred unit interest in the Operating
Partnership, an interest in real property and a personal guarantee. During 2004,
the minority partner repaid 2 $18.0 million of the Other Notes with $15.5 million
in cash and by the minority partner exchanging, and the Operating Partnership
redeeming, approximately 3,081 preferred units. The preferred units were
redeemed at a par value of $3.1 million of which $600,000 of the redemption
proceeds were applied to outstanding interest charges due from the minority
partner and for prepaid interest. As a result, at December 31, 2004, the
Other Notes aggregated $3.5 million and carried a weighted average interest
rate of 11.57%. The Operating Partnership has agreed to extend the maturity
of $2.5 million of the Other Notes through December 1, 2005 and the remaining
$1.0 million through January 31, 2010. As of December 31, 2004, management
has made subjective assessments as to the underlying security value on the
Operating Partnership’s Note Receivable Investments. These assessments
indicate an excess of market value over the carrying value related to the
Operating Partnership’s Note Receivable Investments. Based on these
assessments the Operating Partnership’s management believes there is
no
impairment to the carrying value related to
the Operating Partnership’s Note Receivable Investments. The Operating Partnership’s 354,000 square foot office building located in Orlando, Florida, is a non-core real estate holding which was acquired in May 1999 in connection with the Operating Partnership’s initial New York City portfolio acquisition. This property was
cross-collateralized under a $99.7 million mortgage note payable along with one of the Operating Partnership’s New York City office buildings. On November 1, 2004, the Operating Partnership exercised its right to prepay this note in its entirety, without penalty. The Operating Partnership also owns a 60% interest in a 172,000 square foot office building located at 520 White Plains Road in Tarrytown, New York (the “520JV”), which is managed by a wholly owned subsidiary of the Operating Partnership. As of December 31,
2004, the 520JV had total assets of approximately $20.0 million, a mortgage note payable of $11.4 million and other liabilities of $177,000. The Operating Partnership’s allocable share of the 520JV mortgage note payable is approximately $7.3 million. This mortgage note
payable bears interest at 8.85% per annum and matures on September 1, 2005. The operating agreement of the 520JV requires approvals from members on certain decisions including sale of the property, refinancing of the property’s mortgage debt, and material renovations to
the property. The Operating Partnership accounts for the 520JV under the equity method of accounting. During July 1998, the Company formed Metropolitan Partners, LLC (“Metropolitan”) for the purpose of acquiring Class A office properties in New York City. Currently the Company owns, through Metropolitan and the Operating Partnership, six Class A office
properties aggregating approximately 4.6 million square feet. During September 2000, the Operating Partnership formed a joint venture (the “Tri-State JV”) with Teachers Insurance and Annuity Association (“TIAA”) and contributed nine Class A suburban office properties aggregating approximately 1.5 million square feet to the
Tri-State JV for a 51% majority ownership interest. TIAA contributed approximately $136 million for a 49% interest in the Tri-State JV which was then distributed to the Operating Partnership. In August 2003, the Operating Partnership acquired TIAA’s 49% interest in the
property located at 275 Broadhollow Road, Melville, NY, for approximately $12.4 million. During April 2004, the Tri-State JV sold 400 Garden City Plaza, Garden City, New York, a 175,000 square foot office building located on Long Island for approximately $30 million.
Net proceeds from this sale were distributed to the members of the Tri-State JV. In addition, during September 2004, the Operating Partnership acquired TIAA’s 49% interest in the property located at 90 Merrick Avenue, East Meadow, NY for approximately $14.9 million. As
a result of these transactions, the Tri-State JV owns six Class A suburban office properties aggregating approximately 943,000 square feet. The Operating Partnership is responsible for managing the day-to-day operations and business affairs of the Tri-State JV and has
substantial rights in making decisions affecting the properties such as leasing, marketing and financing. The minority member has certain rights primarily intended to protect its investment. For purposes of its financial statements the Operating Partnership consolidates the Tri-
State JV. On December 21, 2001, the Operating
Partnership formed a joint venture with the New York State Teachers’ Retirement
Systems (“NYSTRS”) (the “919JV”) whereby NYSTRS acquired
a 49% indirect interest in the property located at 919 Third Avenue, New
York, NY for $220.5 million which was comprised of $122.1 million of its
proportionate share of secured mortgage debt and approximately $98.4 million
of 3 cash which was then distributed to the Operating
Partnership. The Operating Partnership is responsible for managing the day-to-day
operations and business affairs of the 919JV and has substantial rights in
making decisions affecting the property such as developing a budget, leasing
and marketing. The minority member has certain rights primarily intended
to protect its investment. For purposes of its financial statements the Operating
Partnership consolidates the 919JV. As of December 31, 2004, the Operating Partnership has invested approximately $55.2 million in REIT-qualified joint ventures with Reckson Strategic Venture Partners, LLC (“RSVP”), a real estate venture capital fund created in 1997 as a research and development
vehicle for the Operating Partnership to invest in alternative real estate sectors outside its core office and industrial/R&D focus (see “Recent Developments-Other Investing Activities” for further discussion). All of the Company’s interests in its properties, land held for development, the Note Receivable Investments and joint ventures are held directly or indirectly by, and all of its operations are conducted through, the Operating Partnership. Reckson Associates Realty Corp.
controls the Operating Partnership as the sole general partner and, as of December 31, 2004, owned approximately 95.7% of the Operating Partnership’s outstanding common units of limited partnership interest (“OP Units”). The Operating Partnership has established an unsecured credit facility (the “Credit Facility”) with a maximum borrowing amount of $500 million scheduled to mature on August 6, 2007. The Credit Facility requires the Operating Partnership to comply with a number of
financial and other covenants on an ongoing basis. The Operating Partnership maintains access to unsecured debt markets through its investment grade ratings on its senior unsecured debt. The Operating Partnership’s ratings as of December 31, 2004 from the major rating organizations are as follows: These security ratings are not a recommendation to buy, sell or hold the Operating Partnership’s securities and they are subject to revision or withdrawal at any time by the rating organization. Ratings assigned by each rating organization have their own meaning within that
organization’s overall classification system. Each rating should be evaluated independently of any other rating. There are numerous commercial properties that compete with the Operating Partnership in attracting tenants and numerous companies that compete in selecting land for development and properties for acquisition. In order to protect the Company’s ability to qualify as a REIT, ownership of its common stock by any single stockholder is limited to 9%, subject to certain exceptions. In June 2003, the Company amended this provision of its charter to ensure that the ownership limit
may only be used to protect the Company’s REIT status. The Company’s principal executive offices are located at 225 Broadhollow Road, Melville, New York 11747 and its telephone number at that location is (631) 694-6900. At December 31, 2004, the Company had approximately 300 employees. The Company and the Operating Partnership make certain filings with the Securities and Exchange Commission, including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, available free
of charge through its website, www.reckson.com, as soon as reasonably practicable after they are filed with the Securities and Exchange Commission. The Company’s annual report to shareholders, press releases and recent presentations are also available free of charge on the
website. 4 In January 2004, the Operating Partnership sold a 104,000 square foot office property, 120 Mineola Boulevard, located on Long Island for approximately $18.5 million. Net proceeds from the sale were used to repay borrowings under the Credit Facility. As a result, the
Operating Partnership recorded a net gain of approximately $5.5 million. In January 2004, the Operating Partnership acquired 1185 Avenue of the Americas, a 42-story, 1.1 million square foot Class A office tower, located between 46th and 47th Streets in New York, NY for $321 million. In connection with this acquisition, the Operating
Partnership assumed a $202 million mortgage and $48 million of mezzanine debt. The balance of the purchase price was paid through an advance under the Credit Facility. The floating rate mortgage and mezzanine debt both matured in August 2004 at which time the
Operating Partnership satisfied the outstanding debt through an advance under its Credit Facility along with cash-on-hand. The property is encumbered by a ground lease which has a remaining term of approximately 40 years with rent scheduled to be re-set at the end of 2005
and then remain constant for the balance of the term. Pursuant to the terms of the ground lease, the Operating Partnership and the ground lessor have commenced arbitration proceedings relating to the re-setting of the rent under the ground lease. There can be no assurances as
to the outcome of the rent re-set process. During February 2004, a 3.9 acre land parcel located on Long Island was condemned by the Town of Oyster Bay. As consideration for the condemnation the Operating Partnership initially received approximately $1.8 million. The Operating Partnership’s cost basis in
this land parcel was approximately $1.4 million. The Operating Partnership is currently contesting this valuation and seeking payment of additional consideration from the Town of Oyster Bay but there can be no assurances that the Operating Partnership will be successful in
obtaining any such additional consideration. In April 2004, the Operating Partnership, on behalf of the Tri-State JV, sold a 175,000 square foot office building, 400 Garden City Plaza, located on Long Island for approximately $30 million, of which the Operating Partnership owned a 51% interest, and a wholly
owned 9,000 square foot retail property for approximately $2.8 million. In addition, the Operating Partnership completed the sale of two of the remaining three properties from the November 2003 sale of its Long Island industrial building portfolio for approximately $5.8
million. The disposition of the remaining industrial property, which is subject to certain environmental issues, was conditioned upon the approval of the buyer’s lender, which was not obtained. As a result, the buyer will not be acquiring this property. Management believes that
the cost to remediate the environmental issues will not have a material adverse effect on the Operating Partnership, but there can be no assurance in this regard. In July 2004, the Operating Partnership acquired a 141,000 square foot Class A office property, 3 Giralda Farms, located in Madison, NJ for approximately $22.7 million. The Operating Partnership made this acquisition through available cash-on-hand. During September 2004, the Operating Partnership, through Reckson Construction Group, Inc., acquired the remaining 49% interest in the property located at 90 Merrick Avenue, East Meadow, NY, from the Operating Partnership’s joint venture partner, TIAA, for
approximately $14.9 million. This acquisition was financed, in part, from the proceeds received from the April 2004 sale of two industrial properties and with cash-on-hand. In addition, the Operating Partnership acquired a 215,000 square foot Class A office property, 44
Whippany Road, located in Morristown, New Jersey for approximately $30 million. The Operating Partnership made this acquisition using funds received from the Company’s September 2004 common equity offering, cash-on-hand and the issuance of approximately 34,000 OP
Units which were priced at $28.70 per unit. During September 2004, the Operating Partnership sold a 92,000 square foot industrial property, 500 Saw Mill River Road, located in Westchester County for approximately $7.3 million. In connection with this sale, the Operating Partnership recorded a net gain of
approximately $2.3 million. 5 On October 1, 2004, the Operating Partnership acquired a 260,500 square foot Class A office property, 300 Broadhollow Road, located in Melville, Long Island, for approximately $41.0 million. The Operating Partnership made this acquisition, in part, through an
advance under the Credit Facility and with cash-on-hand. On December 14, 2004, the Tri-State JV acquired a parcel of land adjacent to one of its existing properties for approximately $1.1 million. A small commercial building is situated on the property which the Operating Partnership anticipates demolishing. The Tri-State
JV made this acquisition with available cash-on-hand. On December 15, 2004, the Operating Partnership sold a 3.8 acre parcel of land, zoned for industrial use, located on Long Island for approximately $1.1 million which resulted in a gain to the Operating Partnership of approximately $740,000. During January 2005, the Operating Partnership acquired, in two separate transactions, two Class A office properties located at One and Seven Giralda Farms in Madison, New Jersey for total consideration of approximately $78 million. One Giralda Farms encompasses
approximately 150,000 rentable square feet and Seven Giralda Farms encompasses approximately 203,000 rentable square feet. The Operating Partnership made these acquisitions through advances under its Credit Facility. On March 16, 2005 a wholly owned subsidiary of the Operating Partnership advanced (i) $8,031,250 (the “5 Year Mezz Loan”) and (ii) $20,355,625 (the “7 Year Mezz Loan”) under two mezzanine loan agreements. The 5 Year Mezz Loan matures on April 11, 2010,
bears interest at 9% per annum and is secured by indirect ownership interests in ten suburban office properties located in adjacent office parks in Long Island, New York, other guaranties, pledges and assurances. The 7 Year Mezz Loan matures on April 11, 2012, bears
interest at 9% per annum and is secured by indirect ownership interests in twenty-two suburban office properties located in adjacent office parks in Long Island, New York, other guaranties, pledges and assurances. Each of these loans are pre-payable without penalty after 18
months. The Operating Partnership made these investments through a borrowing under the Credit Facility. During 1997, the Operating Partnership formed FrontLine Capital Group, formerly Reckson Service Industries, Inc. (“FrontLine”) and RSVP. RSVP is a real estate venture capital fund which invested primarily in real estate and real estate operating companies outside
the Operating Partnership’s core office and industrial / R&D focus and whose common equity is held indirectly by FrontLine. In connection with the formation and spin-off of FrontLine, the Operating Partnership established an unsecured credit facility with FrontLine (the
“FrontLine Facility”) in the amount of $100 million for FrontLine to use in its investment activities, operations and other general corporate purposes. The Operating Partnership advanced approximately $93.4 million under the FrontLine Facility. The Operating Partnership also
approved the funding of investments of up to $110 million relating to RSVP (the “RSVP Commitment”), through RSVP-controlled joint ventures (for REIT-qualified investments) or advances made to FrontLine under an unsecured loan facility (the “RSVP Facility”) having
terms similar to the FrontLine Facility (advances made under the RSVP Facility and the FrontLine Facility hereafter, the “FrontLine Loans”). At December 31, 2004, approximately $109.1 million had been funded through the RSVP Commitment, of which $59.8 million
represents investments by the Operating Partnership in RSVP-controlled (REIT-qualified) joint ventures and $49.3 million represents loans made to FrontLine under the RSVP Facility. As of December 31, 2004, interest accrued (net of reserves) under the FrontLine Facility and
the RSVP Facility was approximately $19.6 million. A committee of the Board of Directors,
comprised solely of independent directors, considers any actions to be taken
by the Company in connection with the FrontLine Loans and its investments
in joint ventures with RSVP. During the third quarter of 2001, the Company
noted a significant deterioration in FrontLine’s operations and financial
condition and, based on its assessment of value and recoverability and considering
the findings and recommendations of the committee and its financial advisor,
the Company recorded a $163 million valuation reserve charge, inclusive
of anticipated costs, in its consolidated statements of operations relating
to its investments in the FrontLine Loans and joint ventures with RSVP. The
Operating Partnership 6 has discontinued the accrual of interest income
with respect to the FrontLine Loans. The Operating Partnership has also reserved
against its share of GAAP equity in earnings from the RSVP controlled joint
ventures funded through the RSVP Commitment until such income is realized
through cash distributions. At December 31, 2001, the Company, pursuant to Section 166 of the Code, charged off for tax purposes $70 million of the aforementioned reserve directly related to the FrontLine Facility, including accrued interest. On February 14, 2002, the Company charged off for
tax purposes an additional $38 million of the reserve directly related to the FrontLine Facility, including accrued interest, and $47 million of the reserve directly related to the RSVP Facility, including accrued interest. FrontLine is in default under the FrontLine Loans from the Operating Partnership and on June 12, 2002, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. In September 2003, RSVP completed the restructuring of its capital structure and management arrangements. RSVP also restructured its management arrangements whereby a management company formed by its former managing directors has been retained to manage
RSVP pursuant to a management agreement and the employment contracts of the managing directors with RSVP have been terminated. The management agreement provides for an annual base management fee, and disposition fees equal to 2% of the net proceeds received by
RSVP on asset sales. (The base management fee and disposition fees are subject to a maximum over the term of the agreement of $7.5 million.) In addition, the managing directors retained a one-third residual interest in RSVP’s assets which is subordinated to the distribution
of an aggregate amount of $75 million to RSVP and/or the Operating Partnership in respect of its joint ventures with RSVP. The management agreement has a three-year term, subject to early termination in the event of the disposition of all of the assets of RSVP. In connection with the restructuring, RSVP and certain of its affiliates obtained a $60 million secured loan (the “RSVP Secured Loan”). In connection with this loan, the Operating Partnership agreed to indemnify the lender in respect of any environmental liabilities
incurred with regard to RSVP’s remaining assets in which the Operating Partnership has a joint venture interest (primarily certain student housing assets held by RSVP) and guaranteed the obligation of an affiliate of RSVP to the lender in an amount up to $6 million plus
collection costs for any losses incurred by the lender as a result of certain acts of malfeasance on the part of RSVP and/or its affiliates. The RSVP Secured Loan is scheduled to mature in 2006 and is expected to be repaid from proceeds of assets sales by RSVP and or a joint
venture between RSVP and a subsidiary of the Operating Partnership. In August 2004, American Campus Communities, Inc. (“ACC”), a student housing company owned by RSVP and the joint venture between RSVP and a subsidiary of the Operating Partnership completed an initial public offering (the “ACC IPO”) of its common stock.
RSVP and the joint venture between RSVP and a subsidiary of the Operating Partnership sold its entire ownership position in ACC as part of the ACC IPO. Proceeds from the ACC IPO were used in part to pay accrued interest on the RSVP Secured Loan and reduce the
principal balance down to $30 million. The Operating Partnership through its ownership position in the joint venture and outstanding advances made under the RSVP facility anticipates realizing approximately $30 million in the aggregate from the ACC sale. To date, the
Operating Partnership has received approximately $10.6 million of such proceeds. The remaining amount is expected to be received subsequent to the United States Bankruptcy Court’s approval of a plan of re-organization of FrontLine. At December 31, 2004, RSVP had
approximately $20.5 million of cash and cash equivalents net of contractual reserves. There can be no assurances as to the final outcome of such Plan of re-organization. As a result of the foregoing, the net carrying value of the Operating Partnership’s investments in the FrontLine Loans and joint venture investments with RSVP, inclusive of the Operating Partnership’s share of previously accrued GAAP equity in earnings on those
investments, is approximately $55.2 million which was reassessed with no change by management as of December 31, 2004. Such amount has been reflected in investments in affiliate loans and joint ventures on the Operating Partnership’s consolidated balance sheet. Scott H. Rechler, who serves as Chief Executive Officer, President and Chairman of the Board of the Company, serves as CEO and Chairman of the Board of Directors of FrontLine and is its sole board member. 7 Scott H. Rechler also serves as a member of the management committee of RSVP and serves as a member of the Board of Directors of ACC. In November 2004, Concord Associates LLC and Sullivan Resorts LLC, a joint venture approximately 47% owned by RSVP, executed a binding agreement to contribute its Concord and Grossingers resort properties (excluding residential land) to Empire Resorts Inc.
(NASDAQ: NYNY) (“Empire”) for consideration of 18 million shares of common stock of Empire and the right to appoint five members of the Board of Directors. It is currently anticipated that Scott H. Rechler will be appointed to fill one seat on Empire’s Board. On March
4, 2005, Empire announced that the agreement had been amended, whereby the parties agreed to waive the condition to closing which required final governmental approval of gaming in the Catskills. The transaction is subject to satisfaction of certain conditions and approvals,
including the approval of Empire’s shareholders. During the year ended December 31, 2004, the Operating Partnership executed 242 leases encompassing approximately 3.1 million square feet. The following table summarizes the leasing activity by location and property type: The Operating Partnership maintains its $500 million Credit Facility from JPMorgan Chase Bank, as administrative agent, Wells Fargo Bank, National Association as syndication agent and Citicorp North America, Inc. and Wachovia Bank, National Association as co-
documentation agents. The Credit Facility matures in August 2007, contains options for a one-year extension subject to a fee of 25 basis points and, upon receiving additional lender commitments, increasing the maximum revolving credit amount to $750 million. In addition,
borrowings under the Credit Facility are currently priced off LIBOR plus 90 basis points and the Credit Facility carries a facility fee of 20 basis points per annum. In the event of a change in the Operating Partnership’s senior unsecured credit ratings the interest rates and
facility fee are subject to change. At December 31, 2004, the outstanding borrowings under the Credit Facility aggregated $235.5 million and carried a weighted average interest rate of 3.30% per annum. 8 The following table sets forth the Operating Partnership’s applicable margin, pursuant to the Credit Facility, which indicates the additional respective percentages per annum applied to LIBOR based-borrowings determined based on the Operating Partnership’s senior
unsecured credit rating: The Operating Partnership utilizes the Credit Facility primarily to finance real estate investments, fund its real estate development activities and for working capital purposes. At December 31, 2004, the Operating Partnership had availability under the Credit Facility to borrow
approximately an additional $263.3 million, subject to compliance with certain financial covenants. Such amount is net of approximately $1.2 million in outstanding undrawn standby letters of credit, which are issued under the Credit Facility. In connection with the acquisition of certain properties, contributing partners of such properties have provided guarantees on indebtedness of the Operating Partnership. As a result, the Company maintains certain outstanding balances on its Credit Facility. On January 22, 2004, the Operating Partnership issued $150 million of seven-year 5.15% (5.196% effective rate) senior unsecured notes. Interest on the notes is payable semi-annually on January 15th and July 15th that commenced on July 15, 2004. Prior to the issuance
of these notes, the Operating Partnership entered into several anticipatory interest rate hedge instruments to protect itself against potentially rising interest rates. At the time the notes were issued the Operating Partnership incurred a net cost of approximately $980,000 to settle
these instruments. Such costs are being amortized to interest expense over the term of the notes. Net proceeds of approximately $148 million received from this issuance were used to repay outstanding borrowings under the Credit Facility and to invest in short-term liquid
investments. On March 15, 2004, the Operating Partnership repaid $100 million of its 7.4% senior unsecured notes at maturity. On August 9, 2004, the Operating Partnership borrowed $222.5 million under its Credit Facility and, along with cash-on-hand, paid off the $250 million balance of the mortgage debt on the property located at 1185 Avenue of the Americas in New York City. On August 13, 2004, the Operating Partnership issued $150 million of 5.875% (5.989% effective yield) senior unsecured notes due August 15, 2014. Interest on the notes will be payable semi-annually on February 15th and August 15th, commencing February 15, 2005.
Prior to the issuance of these notes, the Operating Partnership entered into several anticipatory interest rate hedge instruments to protect itself against potentially rising interest rates. At the time the notes were issued, these instruments were settled and the Operating Partnership
received a net benefit of approximately $1.9 million. Such benefit is being amortized over the term of the notes to effectively reduce interest expense. The Operating Partnership used the net proceeds from this offering to repay a portion of the Credit Facility borrowings which
were used to satisfy the outstanding mortgage debt on one of the Operating Partnership’s New York City properties. On November 1, 2004, the Operating Partnership exercised its right to prepay the outstanding mortgage debt of approximately $99.6 million, without penalty, on the properties located at One Orlando Center in Orlando, Florida and 120 West 45th Street in New York
City. The Operating Partnership borrowed under its Credit Facility to fund such repayment. In January 2004, the Company exercised
its option to redeem 2.0 million shares, or 100% of its outstanding 8.85%
Series B Convertible Cumulative Preferred Stock, with a stated value of $50.0
million, for approximately 1,958,000 shares of its common stock priced at
$25.54 per share. In connection with the 9 Company exercising its option to redeem the Series
B Preferred Stock, the Operating Partnership redeemed its Series B preferred
units with the Company for approximately 1,958,000 OP Units. In March 2004, the Company completed an equity offering of 5.5 million shares of its common stock raising approximately $149.5 million, net of an underwriting discount, or $27.18 per share. Net proceeds received from this transaction were used to repay outstanding
borrowings under the Credit Facility, repay $100 million of the Operating Partnership’s 7.4% senior unsecured notes and for general purposes, including the redemption of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock (the “Series A preferred
stock”). On September 14, 2004, the Company completed an equity offering of 5.0 million shares of its common stock raising approximately $137.5 million, net of an underwriting discount, or $27.39 per share. Net proceeds received from this transaction were used to redeem
the Company’s Series A preferred stock and for general purposes. During September 2004, in connection with the Company’s acquisition of 44 Whippany Road, the Operating Partnership issued approximately 34,000 OP Units to the sellers of the property which were priced at $28.70 per unit. On December 14, 2004, the Company completed an equity offering of 4.5 million shares of its common stock raising approximately $148.1 million, net of an underwriting discount, or $32.90 per share. Net proceeds from this transaction were used to repay outstanding
borrowings under the Credit Facility. During 2004 and 2003, approximately 2.7 million shares and 59,000 shares, respectively, of the Company’s common stock was issued in connection with the exercise of outstanding options to purchase stock under its stock option plans resulting in proceeds to the
Company of approximately $62.2 million and $1.0 million, respectively. Such proceeds were then contributed to the Operating Partnership in exchange for an equal number of OP Units. The Board of Directors of the Company initially authorized the purchase of up to 5.0 million shares of the Company’s common stock. Transactions conducted on the New York Stock Exchange have been, and will continue to be, effected in accordance with the safe
harbor provisions of the Securities Exchange Act of 1934 and may be terminated by the Company at any time. Since the Board’s initial authorization, the Company has purchased 3,318,600 shares of its common stock for an aggregate purchase price of approximately $71.3
million. In June 2004, the Board of Directors re-set the Company’s common stock repurchase program back to 5.0 million shares. No purchases were made during the year ended December 31, 2004. The Company’s Series A preferred stock, aggregating 8,834,500 shares, was redeemable by the Company on or after April 13, 2004 at a price of $25.7625 per share with such price decreasing, at annual intervals, to $25.00 per share on April 13, 2008. In addition, the
Series A preferred stock, at the option of the holder, was convertible at any time into the Company’s common stock at a price of $28.51 per share. On May 13, 2004, the Company purchased on the open market and retired 140,600 shares of the Series A preferred stock for
approximately $3.4 million or $24.45 per share. During July 2004, the Company completed an exchange with a holder of 1,350,000 shares of the Series A preferred stock for 1,304,602 shares of common stock. During August 2004, the Company announced the redemption of
2,000,000 shares of its then outstanding shares of Series A preferred stock at a redemption price of $25.7625 per share plus accumulated and unpaid dividends. On September 20, 2004, the Company redeemed 1,841,905 of such shares for approximately $47.9 million, including
accumulated and unpaid dividends. The remaining 158,095 shares of Series A preferred stock were exchanged into common stock of the Company at the election of the Series A preferred shareholders. During September 2004, the Company announced the redemption of all of
its then outstanding shares of Series A preferred stock aggregating 5,343,900 shares at a redemption price of $25.7625 per share plus accumulated and unpaid dividends. On October 15, 2004, the Company redeemed 4,965,062 shares of Series A preferred stock for
approximately $129.9 million, including accumulated and unpaid dividends. The remaining 378,838 shares of Series A preferred stock were exchanged into common stock of the Company, at the election of the Series A preferred shareholders. In connection with the Company
purchasing and exchanging its Series A preferred stock, the Operating Partnership purchased and exchanged its Series A preferred units with the Company. 10 During 2004, the Operating Partnership redeemed and/or exchanged approximately 18,462 of its outstanding preferred units, with an aggregate stated value of approximately $18.5 million with approximately $3.1 million of such amount applied to amounts owed from
the preferred unit holder under the Other Notes and the balance into approximately 531,000 OP Units. Subsequent to these exchanges, the OP Units were exchanged for an equal number of shares of the Company’s common stock. In March of 2004, the Company received notification from the Internal Revenue Service indicating that it has selected the 2001 tax return of the Operating Partnership for examination. The examination process is currently in its latter stages and nearing completion. To
date, we have not been informed of any adjustment to the tax return under examination. However, no assurances can be made at this time with respect to the ultimate outcome of the examination. The Company’s primary business objectives are to maximize current return to its stockholders and the Operating Partnership’s partners through increases in distributable cash flow per share/OP Unit and to increase stakeholders’ long-term total return through the
appreciation in value of its common stock and OP Units. The Company’s core business strategy is based on a long-term outlook considering real estate as a cyclical business. The Company seeks to accomplish long-term stability and success by developing and maintaining an
infrastructure and franchise that is modeled for success over the long-term. This approach allows the Company to recognize different points in the market cycle and adjust its strategy accordingly. During 2004, the Company experienced increased leasing activity, which resulted
in increased occupancies in its properties. The increased leasing activity is a result of the economic recovery occurring in the New York tri-state region. The Company is cautiously optimistic about the prospects for continued economic recovery in its markets. With this
cautious bias we choose to maintain our conservative strategy of focusing on retaining high occupancies, controlling operating expenses, maintaining a high level of investment discipline and preserving financial flexibility. The Company plans to achieve these objectives by
continuing Reckson’s corporate strategies and capitalizing on the internal and external growth opportunities as described below. Business Strategies. Management believes that throughout its 45-year operating history, Reckson has created value in its properties through a variety of market cycles by implementing the operating strategies described below. These operating strategies include: (i) a
multidisciplinary leasing approach that involves architectural design and construction personnel as well as leasing professionals, (ii) innovative marketing programs that strategically position the Company’s properties and distinguish its portfolio from the competition, increase
brand equity and gain market-share. These cost-effective, high-yield programs include electronic web-casting, targeted outdoor and print media campaigns and sales promotion that enhances broker relationships and influences tenant retention, (iii) a comprehensive tenant service
program and property amenities designed to maximize tenant satisfaction and retention, (iv) cost control management and systems that take advantage of economies of scale that arise from the Company’s market position and efficiencies attributable to the state-of-the-art energy
control systems at many of the office properties, (v) a fully integrated infrastructure of proprietary and property management accounting systems which encompasses technologically advanced systems and tools that provide meaningful information, on a real time basis,
throughout the entire organization and (vi) an acquisition, disposition and development strategy that is continuously adjusted in light of anticipated changes in market conditions and that seeks to capitalize on management’s multidisciplinary expertise and market knowledge to
modify, upgrade and reposition a property in its marketplace in order to maximize value. The Company also currently intends
to adhere to a policy of maintaining a stabilized debt ratio over time (defined
as the total debt of the Company as a percentage of the sum of the Company’s
total debt and the market value of its equity) of not more than 50%. This
debt ratio is intended to provide the Company with financial flexibility
to select the optimal source of capital (whether debt or equity) with which
to finance external growth. There can be no assurances that the Company will
not adjust this policy in the future. As of December
31, 2004, the Company’s debt ratio was approximately 33.8%. This calculation
is net of minority 11 partners’ proportionate share of joint venture
debt and
includes the Company’s share of unconsolidated joint venture debt. Growth Opportunities. The Company intends to achieve its primary business objectives by applying its business strategies to the internal and external growth opportunities described below. Internal Growth. To the extent New York City, Long Island, Westchester, New Jersey and the Southern Connecticut office markets stabilize and continue to recover with limited new supply, management believes the Company is well positioned to benefit from rental
revenue growth through: (i) contractual annual compounding of 3-4% base rent increases on approximately 90% of existing leases from its Long Island properties, (ii) periodic contractual increases in base rent on existing leases from its Westchester properties, New Jersey
properties, New York City properties and its Southern Connecticut properties and (iii) the potential for increases to base rents as leases expire and space is re-leased at the higher rents that exist in the current market environment. Through its ownership of properties in the key CBD and suburban office markets in the Tri-State Area, the Company believes it has a unique competitive advantage as the trend toward the regional decentralization of the workplace increases. Subsequent to the events of
September 11, 2001 as well as the impact of technological advances, which further enable decentralization, companies are strategically re-evaluating the benefits and feasibility of regional decentralization and reassessing their long-term space needs. The Company believes this
multi-location regional decentralization will continue to take place, increasing as companies begin to have better visibility as to the future of the economy, further validating our regional strategy of maintaining a significant market share in the key CBD and suburban office
markets in the Tri-State Area. External Growth. The Company seeks to acquire multi-tenant Class A office buildings in New York City and the surrounding Tri-State Area CBD and core suburban markets located in the Tri-State Area. Management believes that the Tri-State Area presents future
opportunities to acquire or invest in properties at attractive yields. Valuations of Class A office properties in the Company’s tri-state area markets have risen significantly over the past 18 months. The Company believes this is attributable to several factors including the
economic recovery the market is experiencing, the flow of capital into the real estate sector, the lack of available product and the supply constrained nature of our markets. The Company believes that its (i) capital structure, in particular its Credit Facility providing for a
maximum borrowing amount of up to $500 million (with additional capacity of $250 million upon receiving additional lender commitments) and access to unsecured debt markets, (ii) ability to acquire a property for OP Units and thereby defer the seller’s income tax on gain,
(iii) operating economies of scale, (iv) relationships with corporate owners of real estate, financial institutions and private real estate owners, (v) fully integrated operations in its five existing divisions and (vi) its substantial position and franchise in the submarkets in which it
owns properties will enhance the Company’s ability to identify and capitalize on acquisition opportunities. The Company also intends to selectively develop new Class A CBD and suburban office properties primarily on land it currently owns and to continue to redevelop
existing properties as these opportunities arise. The Company will concentrate its development activities on Class A CBD and suburban office properties within the Tri-State Area. The Company will also invest in mezzanine debt or preferred equity positions that are secured by
assets or interests in assets located in its Tri-State Area markets. The Company believes that these types of investments may have higher risk/reward attributes. However, management believes that such risks can be mitigated by the Company’s experience, knowledge and
operating expertise in the markets in which the assets are located. The Company also believes that its New York City division provides additional leasing and operational capabilities and enhances its overall franchise value by being the only real estate operating company in the Tri-State Area with significant presence in both Manhattan
and key Tri-State Area sub-markets. The Company actively seeks alternative sources of low-cost capital to finance its growth opportunities. The Company plans to expand its joint venture relationships with institutional partners or seek similar low-cost capital providers to
purchase assets in its markets. The Company believes that establishing these capital sources will provide the Company with a competitive advantage in acquiring assets as well as provide the Company the ability to leverage its operating infrastructure in the form of
management and other fees. In addition, when valuations for
commercial real estate properties are high, the Company may seek to sell
certain properties or interests therein to realize value and profit created.
The Company will then seek 12 opportunities to reinvest the capital realized
from these dispositions back into assets in the Company’s core Tri-State
Area markets. However, there can be no assurances that the Company will be
able to identify such opportunities that meet the Company’s underwriting
criteria. Under various Federal, state and local laws, ordinances and regulations, an owner of real estate is liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. These laws often impose such liability without regard to
whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of any required remediation and the owner’s liability therefore as to any property is generally not limited under such enactments and could exceed the value of the
property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange
for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws govern
the removal, encapsulation or disturbance of asbestos-containing materials (“ACMs”) when such materials are in poor condition, or in the event of renovation or demolition. Such laws impose liability for release of ACMs into the air and third parties may seek recovery from
owners or operators of real properties for personal injury associated with ACMs. In connection with the ownership (direct or indirect), operation, management and development of real properties, the Company may be considered an owner or operator of such properties or as
having arranged for the disposal or treatment of hazardous or toxic substances and, therefore, potentially liable for removal or remediation costs, as well as certain other related costs, including governmental fines and injuries to persons and property. All of the Company’s properties have been subjected to a Phase I or similar environmental audit (which involved general inspections without soil sampling, ground water analysis or radon testing) completed by independent environmental consultant companies. These
environmental audits have not revealed any environmental liability that would have a material adverse effect on the Company’s business. Soil, sediment and groundwater contamination, consisting of volatile organic compounds (“VOCs”) and metals, has been identified at the property at 32 Windsor Place, Central Islip, New York. The contamination is associated with industrial activities conducted by a
tenant at the property over a number of years. The contamination, which was identified through an environmental investigation conducted on behalf of the Company, has been reported to the New York State Department of Environmental Conservation. The Company has
notified the tenant of the findings and has demanded that the tenant take appropriate actions to fully investigate and remediate the contamination. Under applicable environmental laws, both the tenant and the Company are liable for the cost of investigation and remediation.
The Company does not believe that the cost of investigation and remediation will be material and the Company has recourse against the tenant. However, there can be no assurance that the Company will not incur liability that would have a material adverse effect on the
Company’s business. As of December 31, 2004 the Operating
Partnership owned 87 properties (including eight joint venture properties)
in the Tri-State Area CBD and suburban markets, encompassing approximately
15.9 million rentable square feet, all of which are managed by the Operating
Partnership. The properties include 17 Class A CBD office properties encompassing
approximately 6.3 million rentable square feet. The CBD office properties
consist of six properties located in New York City, nine properties located
in Stamford, CT and two
properties located in White Plains, NY. The CBD office properties comprised 56%
of the Operating Partnership’s net operating income (property operating
revenues less property operating expenses) for the three months ended December
31, 2004. The properties also include 62 Class A suburban office properties
encompassing approximately 8.8 million rentable square feet, of which 43
of these properties, or 75% as measured by square footage, are located within
the Operating Partnership’s ten office parks. Reckson has 13 historically emphasized the development and acquisition
of its suburban office properties in large-scale office parks. The Operating
Partnership believes that owning properties in planned office parks provides
strategic and synergistic advantages, including the following: (i) certain
tenants prefer locating in a park with other high quality companies to enhance
their corporate image, (ii) parks afford tenants certain aesthetic amenities
such as a common landscaping plan, standardization of signage and common
dining and recreational facilities, (iii) tenants may expand (or contract)
their business within a park, enabling them to centralize business functions
and (iv) a park provides tenants with access to other tenants and may facilitate
business relationships between tenants. The properties also include eight
industrial / R&D properties encompassing approximately 863,000 rentable
square feet. The Operating Partnership also owns a 354,000 square foot non-core
office property located in Orlando, Florida. Set forth below is a summary of certain information relating to the Operating Partnership’s properties, categorized by office and industrial / R&D properties, as of December 31, 2004. As of December 31, 2004, the Operating Partnership owned or had an interest in 17 Class A CBD office properties encompassing approximately 6.3 million square feet and 62 Class A suburban office properties encompassing approximately 8.8 million square feet. As of
December 31, 2004, the office properties were approximately 94.1% leased (excluding properties under development) to approximately 880 tenants. The office properties are Class A office buildings and are well-located, well-maintained and professionally managed. In addition, these properties are modern with high finishes and achieve among the highest rent, occupancy and tenant retention rates within their sub-
markets. The 17 Class A CBD office properties consist of six properties located in New York City, nine properties located in Stamford, CT and two properties located in White Plains, NY. Forty-three of the 62 suburban office properties are located within the Operating
Partnership’s ten office parks. The buildings in these office parks offer a full array of amenities including health clubs, racquetball courts, restaurants, computer controlled HVAC access systems and conference centers. Management believes that the location, quality of
construction and amenities as well as the Operating Partnership’s reputation for providing a high level of tenant service have enabled the Operating Partnership to attract and retain a national tenant base. The office tenants include companies representing all major industry
groups including consumer products, financial services, pharmaceuticals, health care, telecommunication and technology and insurance and service companies, such as “Big Four” accounting firms and major law firms. The office properties are leased to both national and local tenants. Leases on the office properties are typically written for terms ranging from five to ten years and require: (i) payment of base rent, (ii) payment of a base electrical charge, (iii) payment of real estate tax
escalations over a base year, (iv) payment of compounded annual increases to base rent and/or payment of operating expense escalations over a base year, (v) payment of overtime HVAC and electric, and (vi) payment of electric escalations over a base year. In virtually all
leases, the landlord is responsible for structural repairs. Renewal provisions typically provide for renewal rates at market rates or a percentage thereof, provided that such rates are not less than the most recent renewal rates. The following table sets forth certain information as of December 31, 2004 for each of the office properties. 14 15 16 17 As of December 31, 2004, the Operating Partnership owned eight industrial/R&D properties that encompass approximately 863,000 rentable square feet. As of December 31, 2004, the industrial/R&D properties were approximately 76.2% leased to 17 tenants. As of December 31, 2004, exclusive of assets classified as held for sale on the Operating Partnership’s balance sheet, the Operating Partnership had invested approximately $21.4 million in developments in progress and approximately $90.6 million relating to 11 parcels
of land on which it can, based on current estimates, develop approximately 2.6 million square feet of office space. Management has made subjective assessments as to the value and recoverability of these investments based on current and proposed development plans, market
comparable land values and alternative use values. In connection with the Company’s IPO, the Operating Partnership was granted ten-year options to acquire ten properties (the “Option Properties”) which were either owned by certain Rechler family members who were also executive officers of the Company, or in
which the Rechler family members own a non-controlling minority interest, at prices based upon an agreed upon formula. In years prior to 2001, one of these properties was sold by the Rechler family members to a third party and four of these properties were acquired by the
Operating Partnership. During November, 2003, in connection with the Company’s sale of its Long Island industrial building portfolio four of the five remaining options (the “Remaining Option Properties”) were terminated, along with management contracts relating to three of the properties.
In return, the Company received an aggregate payment from the Rechler family members of $972,000. Rechler family members have also agreed to extend the term of the remaining option on the property located at 225 Broadhollow Road, Melville, NY (the Company’s
current headquarters) for five years and to release the Company from approximately 15,500 square feet under its lease at this property. In connection with the restructuring of the remaining option, the Rechler family members paid the Company $1 million in return for the
Company’s agreement not to exercise the option during the next three years. As part of the agreement, the exercise price of the option payable by the Company was increased by $1 million. In addition, in exchange for the right to terminate its existing lease at 225
Broadhollow Road eighteen months early, the Company amended the terms of its option to acquire such property by providing certain Rechler family members with customary tax protection in the event the Company were to acquire the property and then dispose of it within
five years. This amendment was negotiated and approved by the Independent Directors of the Company. 18 The following table sets forth annual and per square foot non-incremental revenue-generating capital expenditures in which the Operating Partnership paid or accrued, during the respective periods, to retain revenues attributable to existing leased space (at 100% of cost)
for the years ended 2000 through 2004 for the Operating Partnership’s office and industrial/R&D properties, other than One Orlando Centre in Orlando, Florida: 19 The following table sets forth annual and per square foot non-incremental revenue-generating tenant improvement costs and leasing commissions (at 100% of cost) which the Operating Partnership committed to perform, during the respective periods, to retain revenues
attributable to existing leased space for the years 2000 through 2004 for the Operating Partnership’s consolidated office and industrial / R&D properties, other than One Orlando Centre in Orlando, FL: 20 As noted, incremental revenue-generating tenant improvement costs and leasing commissions are excluded from the tables set forth above. The historical capital expenditures, tenant improvement costs and leasing commissions set forth above are not necessarily indicative of
future non-incremental revenue-generating capital expenditures or non-incremental revenue-generating tenant improvement costs and leasing commissions that may be incurred to retain revenues on leased space. The following table sets forth the Operating Partnership’s components of its paid or accrued non-incremental and incremental revenue-generating capital expenditures, tenant improvements and leasing costs for the years ended December 31, 2004 and 2003 as reported on
its Statements of Cash Flows – Investment Activities contained in its consolidated financial statements (in thousands): 21 The following table sets forth the Operating Partnership’s schedule of its top 25 tenants based on base rental revenue as of December 31, 2004: 22 The following table sets forth the Operating Partnership’s lease expiration table, as adjusted for pre-leased space, at January 1, 2005 for its total portfolio of properties, its office portfolio and its industrial / R&D portfolio: Total Portfolio Office Portfolio Industrial/R&D Portfolio 23 The following table sets forth certain information regarding the mortgage debt of the Operating Partnership, as of December 31, 2004. In addition, the Operating Partnership has a 60% interest in an unconsolidated joint venture property, 520 White Plains Road, Tarrytown, New York. The Operating Partnership’s pro-rata share of the mortgage debt at December 31, 2004 is approximately $7.3 million.
This mortgage note payable bears interest at 8.85% per annum and matures on September 1, 2005 at which time the Operating Partnership’s share of the mortgage debt will be approximately $6.9 million. A number of shareholder derivative
actions have been commenced purportedly on behalf of the Company against
the Board of Directors in the Supreme Court of the State of New York, County
of Nassau (Lowinger v. Rechler et al., Index No. 01 4162/03 (9/16/03)), the
Supreme Court of the State of New York, County of Suffolk (Steiner v. Rechler
et al., Index No. 03 32545 (10/2/03) and Lighter v. Rechler et al., Index
No. 03 23593 (10/3/03)), the United States District Court, Eastern District
of New York (Tucker v. Rechler et al., Case No.
cv 03 4917 (9/26/03), Clinton Charter Township Police and Fire Retirement System
v. Rechler et al., Case No. cv 03 5008 (10/1/03) and Teachers’ Retirement
System of Louisiana v. Rechler et al., Case No. cv 03 5178 (10/14/03)) and
the Circuit Court for Baltimore County (Sekuk Global Enterprises Profit
Sharing Plan v. Rechler et al., Civil No. 24-C- 03007496 (10/16/03), Hoffman
v. Rechler et al., 24-C-03-007876 (10/27/03) and Chirko v. Rechler et al.,
24-C-03-008010 (10/30/03)), relating to the sale of the Long Island Industrial
Portfolio to
certain members of the Rechler family. The complaints allege, among other things,
that the process by which the directors agreed to the transaction was not
sufficiently independent of the Rechler family and did not involve a “market
check” or third party auction process and
as a result was not for adequate consideration. The Plaintiffs seek similar relief,
including a declaration that the directors violated their fiduciary duties,
an injunction against the transaction and damages. On May 25, 2004, the 24 Circuit Court for Baltimore City granted the Defendant’s
motions to dismiss the three consolidated Maryland actions on the ground
that the Plaintiffs in those actions had failed to make a pre- suit demand
on the Board of Directors, or to allege facts showing that such a demand
would have been futile. Final judgment was entered on June 8, 2004, and on
June 30, 2004, the Plaintiffs in the Maryland actions filed a notice of appeal
from that judgment to the Maryland Court of Special Appeals. The Company
believes that the complaints are without merit. Except as provided above, the Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any litigation threatened against the Company, other than routine actions for negligence or other claims and administrative proceedings arising
in the ordinary course of business, some of which are expected to be covered by liability insurance and all of which collectively are not expected to have a material adverse effect on the liquidity, results of operations or business or financial condition of the Company. No matters were submitted to a vote of stockholders during the fourth quarter of the year ended December 31, 2004. 25 PART II There is no established trading market for the Registrant’s common equity. As of March 21, 2005, there were approximately 65 holders of the Registrant’s common equity. The following table sets forth, for the periods indicated, the distributions declared by the Operating Partnership for each respective quarter ended. The following table sets forth our selected financial data and should be read in conjunction with our Financial Statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data” and Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in this Form 10-K. In connection with this Annual Report on Form 10-K, we are restating our historical audited consolidated financial statements as a result of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”
(“SFAS No. 144”). During 2004 and 2003, the Operating Partnership classified certain of its properties as held for sale and, in compliance with SFAS No. 144, have reported revenues and expenses from those properties as discontinued operations, net of limited partners’
minority interests, for each period presented in our Annual Report on Form 10-K. This reclassification has no effect on our reported net income (loss) or funds from operations. 26 27 The following discussion should be read in conjunction with the historical financial statements of Reckson Operating Partnership, L.P. (the “Operating Partnership”) and related notes thereto. 28 The Operating Partnership considers
certain statements set forth herein to be forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, with respect
to the Operating Partnership’s expectations for future periods. Certain
forward-looking statements, including, without limitation, statements relating
to the timing and success of acquisitions and the completion of development
or redevelopment of properties, the financing of the Operating Partnership’s
operations, the ability to lease vacant space and the ability to renew or
relet space under expiring leases, involve risks and uncertainties. Many
of the forward-looking statements can be identified by the use of
words such as “believes”, “may”, “expects”, “anticipates”, “intends” or
similar expressions. Although the Operating Partnership believes that the expectations
reflected in such forward-looking statements are based on reasonable assumptions,
the actual results may differ materially from those set forth in the forward-looking
statements and the Operating Partnership can give no
assurance that its expectation will be achieved. Among those risks, trends and
uncertainties are: the general economic climate, including the conditions affecting
industries in which our principal tenants compete; changes in the supply of
and demand for office in the New York Tri-State area; changes in interest rate
levels; changes in the Operating Partnership’s credit ratings; changes in the Operating Partnership’s cost and access to capital; downturns in rental
rate levels in our markets and our ability to lease or re-lease space in a timely
manner at current or anticipated rental rate levels; the availability of financing
to us or our tenants; financial condition of our tenants; changes in operating
costs, including utility, security, real estate tax and insurance costs;
repayment of debt owed to the Operating Partnership by third parties; risks associated
with joint ventures; liability for uninsured losses or environmental matters;
and other risks associated with the development and acquisition of properties,
including risks that development may not be completed on schedule, that the tenants
will not take occupancy or pay rent, or that development or
operating costs may be greater than anticipated. Consequently, such forward-looking
statements should be regarded solely as reflections of the Operating Partnership’s
current operating and development plans and estimates. These plans and estimates
are subject to revisions from time to time as additional information becomes
available, and actual results may differ from those
indicated in the referenced statements. The consolidated financial statements of the Operating Partnership include accounts of the Operating Partnership and all majority-owned and controlled subsidiaries. The preparation of financial statements in conformity with U.S. generally accepted accounting principles
(“GAAP”) requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the Operating Partnership’s consolidated financial statements and related notes. In preparing these financial statements, management has utilized
information available including its past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. It
is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements may not materialize. However, application of the critical accounting policies below involves the exercise of judgment and use of assumptions
as to future uncertainties and, as a result, actual results could differ from these estimates. In addition, other companies may utilize different estimates, which may impact comparability of the Operating Partnership’s results of operations to those of companies in similar
businesses. Minimum rental revenue is recognized on a straight-line basis, which averages minimum rents over the terms of the leases. The excess of rents recognized over amounts contractually due are included in deferred rents receivable on the Operating Partnership’s balance
sheets. Contractually due but unpaid rents are included in tenant receivables on the Operating Partnership’s balance sheets. Certain lease agreements also provide for reimbursement of real estate taxes, insurance, common area maintenance costs and indexed rental increases,
which are recorded on an accrual basis. Ancillary and other property related income is recognized in the period earned. The Operating Partnership makes estimates
of the collectibility of its accounts receivables related to base rents,
tenant escalations and reimbursements and other revenue or income. The Operating
Partnership specifically analyzes tenant receivables and analyzes historical
bad debts, customer credit worthiness, current economic trends and changes
in customer payment terms when evaluating the adequacy of its allowance for 29 doubtful accounts. In addition, when tenants
are in bankruptcy, the Operating Partnership makes estimates of the expected
recovery of pre-petition administrative and damage claims. In some cases,
the ultimate resolution of those claims can exceed a year. These estimates
have a direct impact on the Operating Partnership’s net income because
a higher bad debt reserve results in less
net income. The Operating Partnership incurred approximately $806,000, $1.2 million and $2.3 million of bad debt expense, net of discontinued operations, for the years ended December 31, 2004, 2003 and 2002, respectively, related to tenant receivables which accordingly reduced
total revenues and reported net income during the period. The Operating Partnership records interest income on investments in notes receivable on the accrual basis of accounting. The Operating Partnership does not accrue interest on impaired loans where, in the judgment of management, collection of interest according to the
contractual terms is considered doubtful. Among the factors the Operating Partnership considers in making an evaluation of the collectibility of interest are: (i) the status of the loan, (ii) the value of the underlying collateral, (iii) the financial condition of the borrower and (iv)
anticipated future events. Reckson Construction & Development LLC, the successor to Reckson Construction Group, Inc., and Reckson Construction Group New York, Inc. use the percentage-of-completion method for recording amounts earned on their contracts. This method records amounts
earned as revenue in the proportion that actual costs incurred to date bear to the estimate of total costs at contract completion. Gain on sales of real estate are recorded when title is conveyed to the buyer, subject to the buyer’s financial commitment being sufficient to provide economic substance to the sale and the Operating Partnership having no substantial continuing involvement with the
buyer. The Operating Partnership follows the guidance provided for under the Financing Accounting Standards Board (“FASB”) Statement No. 66 “Accounting for Sales of Real Estate” (“Statement No. 66”), which provides guidance on sales contracts that are accompanied
by agreements which require the seller to develop the property in the future. Under Statement No. 66, profit is recognized and allocated to the sale of the land and the later development or construction work on the basis of estimated costs of each activity; the same rate of profit
is attributed to each activity. As a result, profits are recognized and reflected over the improvement period on the basis of costs incurred (including land) as a percentage of total costs estimated to be incurred. The Operating Partnership uses the percentage of completion
method, as future costs of development and profit are reliably estimated. Land, buildings and improvements, furniture, fixtures and equipment are recorded at cost. Tenant improvements, which are included in buildings and improvements, are also stated at cost. Expenditures for ordinary maintenance and repairs are expensed to operations as
they are incurred. Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Depreciation is computed utilizing the straight-line method over the estimated useful lives of ten to thirty years for buildings and improvements and five to ten years for furniture, fixtures and equipment. Tenant improvements are amortized on a straight-line basis over
the term of the related leases. The Operating Partnership is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on
the Operating Partnership’s net income. Should the Operating Partnership lengthen the expected useful life of a particular asset, it would be depreciated over more years, and result in less depreciation expense and higher annual net income. Assessment by the Operating Partnership of certain other lease related costs must be made when the Operating Partnership has a reason to believe that the tenant will not be able to execute under the term of the lease as originally expected. 30 On July 1, 2001 and January 1, 2002, the Operating Partnership adopted FASB Statement No.141, “Business Combinations” and FASB Statement No. 142, “Goodwill and Other Intangibles”, respectively. As part of the acquisition of real estate assets, the fair value of
the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and building improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases, and value
of tenant relationships, based in each case on their fair values. The Operating Partnership allocates a portion of the purchase price to tangible assets including the fair value of the building and building improvements on an as-if-vacant basis and to land determined either by real estate tax assessments, independent appraisals or other
relevant data. Additionally, the Operating Partnership assesses fair value of identified intangible assets and liabilities based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. If the Operating Partnership incorrectly estimates the values at acquisition or the
undiscounted cash flows, initial allocation of purchase price and future impairment charges may be different. On a periodic basis, management assesses whether there are any indicators that the value of the real estate properties may be impaired. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest
charges) to be generated by the property are less than the carrying value of the property. Such cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment
has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property. The Operating Partnership is required to make subjective assessments as to whether there are impairments in the value of its real estate properties and other investments. These assessments have a direct impact on the Operating Partnership’s net income, because
recognizing an impairment results in an immediate negative adjustment to net income. In determining impairment, if any, the Operating Partnership has adopted FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets”. Statement No. 144
did not have an impact on net income allocable to common shareholders. Statement No. 144 only impacts the presentation of the results of operations and gain on sales of real estate assets for those properties sold during the period within the consolidated statements of income. In accordance with the provisions of Statement No. 144, and Emerging Issues Task Force (“EITF”) 87-24, the Operating Partnership allocated approximately $7.6 million and $7.3 million of its unsecured interest expense to discontinued operations for the years ended
December 31, 2003 and 2002, respectively. EITF 87-24 states that “interest on debt that is required to be repaid as a result of the disposal transaction should be allocated to discontinued operations”. Pursuant to the terms of the Operating Partnership’s unsecured credit facility
(the “Credit Facility”), the Operating Partnership was required to repay the Credit Facility to the extent of the net proceeds, as defined, received from the sales of unencumbered properties. As such, the Operating Partnership has allocated to discontinued operations the interest
expense incurred on the portion of its Credit Facility, which was required to be repaid. In August 2004, the Operating Partnership amended and extended its Credit Facility, whereby such repayment requirement was eliminated. In January 2003, the FASB issued
Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN
46”), which explains how to identify variable interest entities (“VIEs”)
and how to assess whether to consolidate such entities. VIEs are primarily
entities that lack sufficient equity to finance their activities without
additional financial support from other parties or whose equity holders lack
adequate decision making ability. All VIEs with which the Operating Partnership
is involved must be evaluated to determine the primary
beneficiary of the risks and rewards of the VIE. The primary beneficiary is required
to consolidate the VIE for financial reporting purposes. The initial determination
of whether an entity qualifies as a VIE 31 shall be made as of the date at which
a primary beneficiary becomes involved with the entity and reconsidered as
of the date of a triggering event, as defined. The provisions of this interpretation
are immediately effective for VIEs formed after January 31, 2003. In December
2003 the FASB issued FIN 46R, deferring the effective date until the period
ending March 31, 2004 for interests held by public companies in VIEs created
before February 1, 2003, which were non-special purpose entities. The Operating
Partnership adopted FIN 46R during the period ended March 31, 2004 and has
determined that its consolidated and unconsolidated subsidiaries do not represent
VIEs pursuant to such interpretation. The Operating Partnership will continue
to monitor any changes in circumstances relating to certain of its consolidated
and unconsolidated joint ventures which could result in a change in the Operating
Partnership’s consolidation policy. In May 2003, the FASB issued Statement No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“Statement No. 150”). Statement No. 150 establishes standards for classifying and measuring as liabilities certain
financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. Statement No. 150 is effective for all financial instruments created or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The Operating Partnership adopted Statement No. 150 on July 1, 2003, which had no effect on its financial statements. Statement No. 150 also requires the disclosure of the estimated settlement values of non-controlling interests in joint
ventures that have finite lives. Two of the Operating Partnership’s consolidated joint ventures are subject to finite life joint venture agreements. In accordance with Statement No. 150, the Operating Partnership has estimated the settlement value of these non-controlling interests at December 31, 2004
to be approximately $145.1 million. The carrying value of these non-controlling interests, which is included in minority partners’ interests in consolidated partnerships on the Operating Partnership’s consolidated balance sheets, was approximately $110.9 million at December
31, 2004. Reckson Operating Partnership, L.P. (The “Operating Partnership”) commenced operations on June 2, 1995. Reckson Associates Realty Corp. (the “Company”), which serves as the sole general partner of the Operating Partnership, is a fully integrated, self administered
and self managed real estate investment trust (“REIT”). The Operating Partnership and the Company were formed for the purpose of continuing the commercial real estate business of Reckson Associates, the predecessor of the Operating Partnership, its affiliated partnerships
and other entities. Unless the context requires otherwise, the term Company includes Reckson Associates Realty Corp., Reckson Operating Partnership, L.P. and its wholly-owned subsidiaries. The Operating Partnership is engaged in the ownership, management, operation, leasing and development of commercial real estate properties, principally office and to a lesser extent industrial buildings and also owns land for future development (collectively, the
“Properties”) located in the New York City tri-state area (the “Tri-State Area”). The Reckson Group, the predecessor to the Company, was engaged in the ownership, management, operation, leasing and development of commercial real estate properties, principally office and industrial/R&D buildings, and also owned undeveloped land located
primarily on Long Island, New York. In June 1995, the Company completed an initial public offering (the “IPO”), succeeded to the Reckson Group’s real estate business and commenced operations. The Operating Partnership’s growth strategy is focused on the commercial real estate markets in and around the New York City tri-state area (the “Tri-State Area”). All of the Company’s interests in its real properties, land held for development and investments in notes
receivable are held directly or indirectly by, and all of its operations are conducted through, Reckson Operating Partnership, L.P. (the “Operating Partnership”). 32 In connection with the Company’s IPO, the Operating Partnership was granted ten-year options to acquire ten properties (the “Option Properties”) which were either owned by certain Rechler family members who were also executive officers of the Company, or in
which the Rechler family members owned a non-controlling minority interest, at prices based upon an agreed upon formula. In years prior to 2001, one Option Property was sold by the Rechler family members to a third party and four of the Option Properties were acquired by
the Operating Partnership for an aggregate purchase price of approximately $35 million, which included the issuance of approximately 475,000 common units of limited partnership interest in the Operating Partnership (“OP Units”) valued at approximately $8.8 million. During November, 2003, in connection with the Company’s sale of its Long Island industrial building portfolio, four of the five remaining options (the “Remaining Option Properties”) were terminated, along with management contracts relating to three of the properties.
In return, the Company received an aggregate payment from the Rechler family members of $972,000. Rechler family members have also agreed to extend the term of the remaining option on the property located at 225 Broadhollow Road, Melville, NY (the Company’s
current headquarters) for five years and to release the Company from approximately 15,500 square feet under its lease at this property. In connection with the restructuring of the remaining option, the Rechler family members paid the Company $1 million in return for the
Company’s agreement not to exercise the option during the next three years. As part of the agreement, the exercise price of the option payable by the Company was increased by $1 million. In addition, in exchange for the right to terminate its existing lease at 225
Broadhollow Road eighteen months early, the Company amended the terms of its option to acquire such property by providing certain Rechler family members with customary tax protection in the event the Company were to acquire the property and then dispose of it within
five years. This amendment was negotiated and approved by the Independent Directors of the Company. The Operating Partnership conducts its management, leasing and construction related services through the Company’s taxable REIT subsidiaries as defined by the Internal Revenue Code of 1986, as amended (the “Code”). These services are currently provided by
Reckson Management Group, Inc. (“RMG”), RANY Management Group, Inc., Reckson Construction and Development LLC (“RCD”), the successor to Reckson Construction Group, Inc., and Reckson Construction Group New York, Inc. (collectively, the “Service
Companies”). During the year ended December 31, 2004, RCD billed approximately $859,000 of market rate services and RMG billed approximately $280,000 of market rate management fees to the Remaining Option Properties. RMG leases approximately 26,000 square feet of office space at a Remaining Option Property located at 225 Broadhollow Road, Melville, New York for its corporate offices at an annual base rent of approximately $780,000. RMG had also entered into a short-term
license agreement at the property for 6,000 square feet of temporary space, which expired in January 2004. RMG also leases 10,722 square feet of warehouse space used for equipment, materials and inventory storage at a property owned by certain members of the Rechler
family at an annual base rent of approximately $77,000. In addition, commencing April 1, 2004, RCD has been leasing approximately 17,000 square feet of space at the Remaining Option Property, located at 225 Broadhollow Road, Melville, New York, which was formerly
occupied by an affiliate of First Data Corp and which is scheduled to terminate on September 30, 2006. Base rent of approximately $360,000 was paid by RCD during the nine month period ended December 31, 2004. RCD anticipates it will mitigate this obligation by sub-
letting the space to a third party. However, there can be no assurances that RCD will be successful in sub-leasing the aforementioned space and mitigating its aggregated costs. A company affiliated with an independent director of the Company leases 15,566 square feet in a property owned by the Company at an annual base rent of approximately $445,000. Reckson Strategic Venture Partners, LLC (“RSVP”) leased 5,144 square feet in one of
the Company’s joint venture properties at an annual base rent of approximately $176,000. On June 15, 2003, this lease was mutually terminated and RSVP vacated the premises. During July 1998, the Company formed Metropolitan Partners, LLC (“Metropolitan”) for the purpose of acquiring Class A office properties in New York City. Currently the Company owns, through Metropolitan and the Operating Partnership, six Class A office
properties aggregating approximately 4.6 million square feet. 33 During September 2000, the Operating Partnership formed a joint venture (the “Tri-State JV”) with Teachers Insurance and Annuity Association (“TIAA”) and contributed nine Class A suburban office properties aggregating approximately 1.5 million square feet to the
Tri-State JV for a 51% majority ownership interest. TIAA contributed approximately $136 million for a 49% interest in the Tri-State JV which was then distributed to the Operating Partnership. In August 2003, the Operating Partnership acquired TIAA’s 49% interest in the
property located at 275 Broadhollow Road, Melville, NY, for approximately $12.4 million. During April 2004, the Tri-State JV sold 400 Garden City Plaza, Garden City, New York, a 175,000 square foot office building located on Long Island for approximately $30 million.
Net proceeds from this sale were distributed to the members of the Tri-State JV. In addition, during September 2004, the Operating Partnership acquired TIAA’s 49% interest in the property located at 90 Merrick Avenue, East Meadow, NY for approximately $14.9 million. As
a result of these transactions, the Tri-State JV owns six Class A suburban office properties aggregating approximately 943,000 square feet. The Operating Partnership is responsible for managing the day-to-day operations and business affairs of the Tri-State JV and has
substantial rights in making decisions affecting the properties such as leasing, marketing and financing. The minority member has certain rights primarily intended to protect its investment. For purposes of its financial statements the Operating Partnership consolidates the Tri-
State JV. On December 21, 2001, the Operating Partnership formed a joint venture with the New York State Teachers’ Retirement Systems (“NYSTRS”) (the “919JV”) whereby NYSTRS acquired a 49% indirect interest in the property located at 919 Third Avenue, New York,
NY for $220.5 million which was comprised of $122.1 million of its proportionate share of secured mortgage debt and approximately $98.4 million of cash which was then distributed to the Operating Partnership. The Operating Partnership is responsible for managing the day-
to-day operations and business affairs of the 919JV and has substantial rights in making decisions affecting the property such as developing a budget, leasing and marketing. The minority member has certain rights primarily intended to protect its investment. For purposes of its
financial statements the Operating Partnership consolidates the 919JV. During November 2003, the Operating Partnership disposed of all but three of its 95 property, 5.9 million square foot, Long Island industrial building portfolio to members of the Rechler family (the “Disposition”) for approximately $315.5 million, comprised of $225.1
million in cash and debt assumption and 3,932,111 OP Units valued at approximately $90.4 million. Approximately $204 million of cash sales proceeds from the Disposition were used to repay borrowings under the Credit Facility. During April 2004, the Operating Partnership
completed the sale of two of the three properties remaining in connection with the Disposition. The third property, which aggregated $1.3 million of the $315.5 million sales price, has subsequently been excluded from the Disposition and will not be transferred to the Rechler
family. In connection with the Disposition, the employment of Donald Rechler, Roger Rechler, Gregg Rechler and Mitchell Rechler as officers of the Company terminated and Roger Rechler, Gregg Rechler and Mitchell Rechler resigned as members of the Board of Directors.
Also, in connection with the Disposition, and with the terminations of employment, the Company incurred the following restructuring charges: (i) approximately $7.5 million related to outstanding stock loans under the Company’s historical long term incentive program
(“LTIP”) were transferred to the entity that acquired the Long Island industrial building portfolio and approximately $642,000 of loans related to life insurance contracts were extinguished, (ii) approximately $2.9 was million paid to the departing Rechler family members in
exchange for 127,689 of rights to receive shares of common stock that were granted in 2002. Their rights that were granted in 2003 were forfeited in their entirety and (iii) with respect to two of the departing Rechler family members participating in the Company’s 2003 LTIP,
each received 8,681 shares of the Company’s common stock related to the service component of their core award which was valued at $293,000 in the aggregate. In addition, as the Company attained its annual performance measure under the 2003 LTIP in March 2004, these
individuals each received 26,041 shares of common stock representing the balance of the annual core award. The remainder of their core awards was forfeited, as was the entire amount of the special outperformance component of the 2003 LTIP. The Company also incurred
additional restructuring charges of approximately $1.2 million related primarily to the release and severance of approximately 25 employees. Total restructuring charges of approximately $12.5 million were mitigated by a $972,000 fee received from the departing Rechler
family members, related to the termination of the Company’s option to acquire the Remaining Option Properties. 34 As of December 31, 2004 the Operating Partnership owned 87 properties (inclusive of eight joint venture properties) in the Tri-State Area Central Business District (“CBD”) and suburban markets, encompassing approximately 15.9 million rentable square feet, all of
which are managed by the Operating Partnership. The properties include 17 Class A CBD office properties encompassing approximately 6.3 million rentable square feet. The CBD office properties consist of six properties located in New York City, nine properties located in
Stamford, CT and two properties located in White Plains, NY. The CBD office properties comprised 56% of the Operating Partnership’s net operating income (property operating revenues less property operating expenses) for the three months ended December 31, 2004. These
properties also include 62 Class A suburban office properties encompassing approximately 8.8 million rentable square feet, of which 43 of these properties, or 75% as measured by square footage, are located within the Operating Partnership’s ten office parks. Reckson has
historically emphasized the development and acquisition of its suburban office properties in large-scale office parks. The Operating Partnership believes that owning properties in planned office parks provides strategic and synergistic advantages, including the following: (i)
certain tenants prefer locating in a park with other high quality companies to enhance their corporate image, (ii) parks afford tenants certain aesthetic amenities such as a common landscaping plan, standardization of signage and common dining and recreational facilities, (iii)
tenants may expand (or contract) their business within a park, enabling them to centralize business functions and (iv) a park provides tenants with access to other tenants and may facilitate business relationships between tenants. Additionally, the properties include eight
industrial/R&D properties encompassing approximately 863,000 rentable square feet. The Operating Partnership also owns a 354,000 square foot non-core office property located in Orlando, Florida. Through its ownership of properties in the key CBD and suburban office markets in the Tri-State Area, the Operating Partnership believes it has a unique competitive advantage as the trend toward the regional decentralization of the workplace increases. Subsequent to
the events of September 11, 2001, as well as the impact of technological advances, which further enable decentralization, companies are strategically re-evaluating the benefits and feasibility of regional decentralization and reassessing their long-term space needs. The Operating
Partnership believes this multi-location regional decentralization will continue to take place, increasing as companies begin to have better visibility as to the future of the economy, further validating our regional strategy of maintaining a significant market share in the key CBD
and suburban office markets in the Tri-State Area. At December 31, 2004, the Operating Partnership also owned approximately 326 acres of land in 12 separate parcels of which the Operating Partnership can, based on current estimates, develop approximately 3.0 million square feet of office space. During July 2004 the
Operating Partnership commenced the ground-up development on one of these parcels of a 277,000 square foot Class A office building with a total anticipated investment of approximately $61.0 million. There can be no assurances that the actual cost of this development will
not exceed the anticipated amount. This development is located within the Operating Partnership’s existing 404,000 square foot executive office park in Melville, New York. In addition, one of these parcels, comprising 39.5 acres located in Valhalla, New York, is currently
under contract for sale. This sale is contingent upon obtaining zoning for residential use of the land and other customary approvals. Proceeds from such sale will be determined based upon the number of residential units permitted by the rezoning. The zoning approvals and
closing is expected to occur during 2006. Another one of these land parcels, comprising 24.7 acres located in Princeton, New Jersey on which the Operating Partnership estimates that 316,000 square feet of office space can be developed, is under contract for sale for
approximately $24.6 million and is expected to close within three months. The aggregate cost basis of this parcel was approximately $23.2 million at December 31, 2004. The Operating Partnership is currently evaluating alternative land uses for certain of the other land
holdings to realize the highest economic value. These alternatives may include rezoning certain land parcels from commercial to residential for potential disposition. As of December 31, 2004, the Operating Partnership had invested approximately $112.0 million in these
development projects, exclusive of the aforementioned land parcel located in Princeton, New Jersey and inclusive of approximately $8.3 million of costs capitalized during 2004 relating to real estate taxes, interest and other carrying costs. Management has made subjective
assessments as to the value and recoverability of these investments based on current and proposed development plans, market comparable land values and alternative use values. 35 The Operating Partnership holds a $17.0 million note receivable, which bears interest at 12% per annum and is secured by a minority partnership interest in Omni Partners, L.P., owner of the Omni, a 579,000 square foot Class A office property located in Uniondale,
New York (the “Omni Note”). The Operating Partnership currently owns a 60% majority partnership interest in Omni Partners, L.P. and on March 14, 2007 may exercise an option to acquire the remaining 40% interest for a price based on 90% of the fair market value of the
property. The Operating Partnership also holds a $30 million junior mezzanine loan which is secured by a pledge of an indirect ownership interest of an entity which owns the ground leasehold estate under a 1.1 million square foot office complex located on Long Island, New
York (the “Mezz Note”). The Mezz Note matures in September 2005 and the borrower has rights to extend its term for three additional one-year periods and, under certain circumstances, prepay amounts outstanding. At December 31, 2004, the Mezz Note had an outstanding
balance of approximately $27.6 million and a weighted average interest rate of 13.50% per annum. Such interest rate is based on a spread over LIBOR, with a LIBOR floor of 1.63% per annum. On December 20, 2004, the Operating Partnership advanced $34 million under a mezzanine loan agreement to an entity that is controlled by a preferred unit holder in the Operating Partnership (the “NYC Mezz Loan”). The NYC Mezz Loan matures on the earlier of
the consummation of the refinancing of the NYC Mezz Loan or December 31, 2005, bears interest at 9% per annum and is secured by certain indirect interests in a 550,000 square foot condominium interest in a Manhattan Class A office tower, other guaranties, pledges and
assurances. As of December 31, 2003, the Operating Partnership also held three other notes receivable, which aggregated $21.5 million and carried interest rates ranging from 10.5% to 12% per annum (the “Other Notes” and collectively with the Omni Note, the Mezz Note and the
NYC Mezz Loan, the “Note Receivable Investments”). These notes are secured in part by a minority partner’s preferred unit interest in the Operating Partnership, an interest in real property and a personal guarantee. During 2004, the minority partner repaid $18.0 million of
the Other Notes with $15.5 million in cash and by the minority partner exchanging, and the Operating Partnership redeeming, approximately 3,081 preferred units. The preferred units were redeemed at a par value of $3.1 million of which $600,000 of the redemption proceeds
were applied to outstanding interest charges due from the minority partner and for prepaid interest. As a result, at December 31, 2004, the Other Notes aggregated $3.5 million and carried a weighted average interest rate of 11.57%. The Operating Partnership has agreed to
extend the maturity of $2.5 million of the Other Notes through December 1, 2005 and the remaining $1.0 million through January 31, 2010. As of December 31, 2004, management has made subjective assessments as to the underlying security value on the Operating
Partnership’s Note Receivable Investments. These assessments indicate an excess of market value over the carrying value related to the Operating Partnership’s Note Receivable Investments. Based on these assessments the Operating Partnership’s management believes there is
no impairment to the carrying value related to the Operating Partnership’s Note Receivable Investments. The Operating Partnership’s 354,000 square foot office building located in Orlando, Florida is a non-core real estate holding which was acquired in May 1999 in connection with the Operating Partnership’s initial New York City portfolio acquisition. This property was
cross-collateralized under a $99.7 million mortgage note payable along with one of the Operating Partnership’s New York City office buildings. On November 1, 2004, the Operating Partnership exercised its right to prepay this note in its entirety, without penalty. The Operating Partnership also owns
a 60% interest in a 172,000 square foot office building located at 520 White
Plains Road in Tarrytown, New York (the “520JV”), which is managed
by a wholly owned subsidiary of the Operating Partnership. As of December
31, 2004, the 520JV had total assets of approximately $20.0 million, a mortgage
note payable of $11.4 million and other liabilities of $177,000. The Operating
Partnership’s allocable share of the 520JV mortgage note payable is
approximately $7.3 million. This mortgage note payable bears interest at
8.85% per annum and matures on September 1, 2005. The operating agreement
of the 520JV requires approvals from members on certain decisions including
sale of the property, refinancing of the property’s mortgage debt, and
material renovations to the property. The Operating Partnership has evaluated
the impact of FIN 46R on its accounting for the 520JV and has concluded that
the 520JV is not a VIE. The Operating Partnership accounts for the 520JV
under the equity method of accounting. In accordance with the
equity method of accounting the Operating Partnership’s proportionate share
of the 520JV income was approximately $603,000, $30,000 and $648,000 for the
years ended December 31, 2004, 2003 and 2002, respectively. 36 The Operating Partnership’s core business strategy is based on a long-term outlook considering real estate as a cyclical business. The Operating Partnership seeks to accomplish long-term stability and success by developing and maintaining an infrastructure and franchise
that is modeled for success over the long-term. This approach allows the Operating Partnership to recognize different points in the market cycle and adjust our strategy accordingly. Currently, the Operating Partnership remains cautious about the market environment. With this
cautious bias we choose to maintain our conservative operating strategy of focusing on retaining high occupancies, controlling operating expenses, maintaining a high level of investment discipline and preserving financial flexibility. The market capitalization of the Company at December 31, 2004 was approximately $4.2 billion. The Company’s market capitalization is based on the sum of (i) the market value of the Company’s common stock and OP Units (assuming conversion) of $32.81 per share
/ unit (based on the closing price of the Company’s common stock on December 31, 2004), (ii) the liquidation preference value of the Operating Partnership’s preferred units of $1,000 per unit and (iii) approximately $1.4 billion (including its share of consolidated and
unconsolidated joint venture debt and net of minority partners’ interests share of consolidated joint venture debt) of debt outstanding at December 31, 2004. As a result, the Company’s total debt to total market capitalization ratio at December 31, 2004 equaled approximately
33.8%. During 1997, the Operating Partnership formed FrontLine Capital Group, formerly Reckson Service Industries, Inc. (“FrontLine”) and RSVP. RSVP is a real estate venture capital fund which invested primarily in real estate and real estate operating companies outside
the Operating Partnership’s core office and industrial/R&D focus and whose common equity is held indirectly by FrontLine. In connection with the formation and spin-off of FrontLine, the Operating Partnership established an unsecured credit facility with FrontLine (the
“FrontLine Facility”) in the amount of $100 million for FrontLine to use in its investment activities, operations and other general corporate purposes. The Operating Partnership advanced approximately $93.4 million under the FrontLine Facility. The Operating Partnership also
approved the funding of investments of up to $110 million relating to RSVP (the “RSVP Commitment”), through RSVP-controlled joint ventures (for REIT-qualified investments) or advances made to FrontLine under an unsecured loan facility (the “RSVP Facility”) having
terms similar to the FrontLine Facility (advances made under the RSVP Facility and the FrontLine Facility hereafter, the “FrontLine Loans”). At December 31, 2004, approximately $109.1 million had been funded through the RSVP Commitment, of which $59.8 million
represents investments by the Operating Partnership in RSVP-controlled (REIT-qualified) joint ventures and $49.3 million represents loans made to FrontLine under the RSVP Facility. As of December 31, 2004, interest accrued (net of reserves) under the FrontLine Facility and
the RSVP Facility was approximately $19.6 million. A committee of the Board of Directors, comprised solely of independent directors, considers any actions to be taken by the Company in connection with the FrontLine Loans and its investments in joint ventures with RSVP. During the third quarter of 2001, the
Company noted a significant deterioration in FrontLine’s operations and financial condition and, based on its assessment of value and recoverability and considering the findings and recommendations of the committee and its financial advisor, the Company recorded a $163
million valuation reserve charge, inclusive of anticipated costs, in its consolidated statements of operations relating to its investments in the FrontLine Loans and joint ventures with RSVP. The Operating Partnership has discontinued the accrual of interest income with respect
to the FrontLine Loans. The Operating Partnership has also reserved against its share of GAAP equity in earnings from the RSVP controlled joint ventures funded through the RSVP Commitment until such income is realized through cash distributions. At December 31, 2001, the Company, pursuant to Section 166 of the Code, charged off for tax purposes $70 million of the aforementioned reserve directly related to the FrontLine Facility, including accrued interest. On February 14, 2002, the Company charged off for
tax purposes an additional $38 million of the reserve directly related to the FrontLine Facility, including accrued interest, and $47 million of the reserve directly related to the RSVP Facility, including accrued interest. 37 FrontLine is in default under the FrontLine Loans from the Operating Partnership and on June 12, 2002, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. In September 2003, RSVP completed the restructuring of its capital structure and management arrangements. RSVP also restructured its management arrangements whereby a management company formed by its former managing directors has been retained to manage
RSVP pursuant to a management agreement and the employment contracts of the managing directors with RSVP have been terminated. The management agreement provides for an annual base management fee, and disposition fees equal to 2% of the net proceeds received by
RSVP on asset sales. (The base management fee and disposition fees are subject to a maximum over the term of the agreement of $7.5 million.) In addition, the managing directors retained a one-third residual interest in RSVP’s assets which is subordinated to the distribution
of an aggregate amount of $75 million to RSVP and/or the Operating Partnership in respect of its joint ventures with RSVP. The management agreement has a three-year term, subject to early termination in the event of the disposition of all of the assets of RSVP. In connection with the restructuring, RSVP and certain of its affiliates obtained a $60 million secured loan (the “RSVP Secured Loan”). In connection with this loan, the Operating Partnership agreed to indemnify the lender in respect of any environmental liabilities
incurred with regard to RSVP’s remaining assets in which the Operating Partnership has a joint venture interest (primarily certain student housing assets held by RSVP) and guaranteed the obligation of an affiliate of RSVP to the lender in an amount up to $6 million plus
collection costs for any losses incurred by the lender as a result of certain acts of malfeasance on the part of RSVP and/or its affiliates. The RSVP Secured Loan is scheduled to mature in 2006 and is expected to be repaid from proceeds of assets sales by RSVP and or a joint
venture between RSVP and a subsidiary of the Operating Partnership. In August 2004, American Campus Communities, Inc. (“ACC”), a student housing company owned by RSVP and the joint venture between RSVP and a subsidiary of the Operating Partnership completed an initial public offering (the “ACC IPO”) of its common stock.
RSVP and the joint venture between RSVP and a subsidiary of the Operating Partnership sold its entire ownership position in ACC as part of the ACC IPO. Proceeds from the ACC IPO were used in part to pay accrued interest on the RSVP Secured Loan and reduce the
principal balance down to $30 million. The Operating Partnership through its ownership position in the joint venture and outstanding advances made under the RSVP facility anticipates realizing approximately $30 million in the aggregate from the ACC sale. To date, the
Operating Partnership has received approximately $10.6 million of such proceeds. The remaining amount is expected to be received subsequent to the United States Bankruptcy Court’s approval of a plan of re-organization of FrontLine. At December 31, 2004, RSVP had
approximately $20.5 million of cash and cash equivalents net of contractual reserves. There can be no assurances as to the final outcome of such Plan of re-organization. As a result of the foregoing, the net carrying value of the Operating Partnership’s investments in the FrontLine Loans and joint venture investments with RSVP, inclusive of the Operating Partnership’s share of previously accrued GAAP equity in earnings on those
investments, is approximately $55.2 million which was reassessed with no change by management as of December 31, 2004. Such amount has been reflected in investments in affiliate loans and joint ventures on the Operating Partnership’s consolidated balance sheet. Scott H. Rechler, who serves as Chief Executive Officer, President and Chairman of the Board of the Company, serves as CEO and Chairman of the Board of Directors of FrontLine and is its sole board member. Scott H. Rechler also serves as a member of the
management committee of RSVP and serves as a member of the Board of Directors of ACC. In November 2004, Concord Associates
LLC and Sullivan Resorts LLC, a joint venture approximately 47% owned by
RSVP, executed a binding agreement to contribute its Concord and Grossingers
resort properties (excluding residential land) to Empire Resorts Inc. (NASDAQ:
NYNY)(“Empire”) for consideration of 18 million shares of common
stock of Empire and the right to appoint five members of the Board of Directors.
It is currently anticipated that Scott H. Rechler will be appointed to fill
one seat on Empire’s Board. On March
4, 2005, Empire announced that the agreement had been amended, whereby the parties
agreed to waive the condition to closing which required final governmental
approval of gaming in the 38 Catskills. The transaction is subject
to satisfaction of certain conditions and approvals, including the approval
of Empire’s shareholders. The following table is a comparison of the results of operations for the year ended December 31, 2004 to the year ended December 31, 2003: The Operating Partnership’s property operating revenues, which include base rents and tenant escalations and reimbursements (“Property Operating Revenues”), increased by $84.9 million from 2003 to 2004. Property Operating Revenues increased by $64.5 million attributable
to newly acquired properties during 2004, $12.6 million resulting from an increase in weighted average occupancies and $700,000 resulting from an increase of straight-line rental revenues in the Operating Partnership’s same store properties. In addition, Property Operating
Revenues increased by $6.7 million in termination fees and $2.7 million resulting in the recovery of bad debts previously written off. These increases were offset by $2.3 million decrease in escalations and reimbursements related to the Operating Partnership’s same store
properties. This was a result of the modest increase of escalatable operating expenses and new base years for renewing tenants. The 2004 increase in property operating expenses, real estate taxes and ground rents (“Property Expenses”) of $34.7 million is due to a $4.3 million increase in real estate taxes and a $400,000 increase in operating expenses related to the Operating Partnership’s same
store properties. Newly acquired properties in 2004 increased Property Expenses by $30.0 million. Included in the increased operating expenses of $400,000 are increases in utilities, security and ground rent of $720,000, $710,000 and $120,000, respectively. These increases
were mitigated by lower costs related to insurance and repairs and maintenance of $760,000 and $390,000, respectively. The increase in real estate taxes is attributable to the significant increases levied by certain municipalities, particularly in New York City and Westchester
County, New York, which have experienced severe fiscal budget issues. Increases in utility costs relate to rate increases per energy unit and increases in security relate to the heightened terror alerts in New York City. Gross operating margins (defined as Property Operating Revenues less Property Expenses, taken as a percentage of Property Operating Revenues) for 2004 and 2003 were 59.5%. Other income decreased by $5.1 million.
This decrease is primarily attributable to a gain recognized on the First
Data land sale and build-to-suit construction contract of approximately $18.8
million from the 2003 period as compared to a $5.0 million gain recognized
in
the 2004 period. This decrease was off-set by an 39 increase in property tax and utility
refunds of approximately $1.9 million, sales proceeds during 2004 related
to certain mortgage assignments on two of the Operating Partnership’s
New York City properties totaling approximately $3.8 million, income tax
refunds related to a Service Company of $1.1 million and an increase in Service
Company income of approximately $1.9 million. Interest expense increased by $16.9 million from 2003 to 2004. This increase is attributable to (i) the net increase of $200 million in the Operating Partnership’s senior unsecured notes used in part to repay outstanding borrowings under the Credit Facility that resulted in
additional interest expense of $4.8 million, (ii) $8.0 million of interest expense incurred on the mortgage debt on 1185 Avenue of the Americas which was acquired in January 2004 and (iii) $9.4 million of interest expense which was allocated to discontinued operations during
the 2003 period with no such allocation in the 2004 period. This allocation resulted in an increase in interest expense from continuing operations in the 2004 period. These aggregate increases of approximately $22.2 million were mitigated by a decrease in mortgage interest
expense of $1.3 million resulting from the satisfaction of two mortgage notes payable during 2004, a decrease in mortgage interest expense of $1.2 million under the Operating Partnership’s same store mortgage portfolio and a decrease of $2.8 million incurred under the Credit
Facility as a result of a decrease in the weighted average balance outstanding. The weighted average balance outstanding under the Credit Facility was $308.1 million for the 2003 period and $143.9 million for the 2004 period. Marketing, general and administrative expenses decreased by $1.4 million from 2003 to 2004. This decrease is primarily attributable to the efficiencies the Operating Partnership achieved as a result of the November 2003 restructuring and the related termination of
certain employees and settlement of the employment contracts of certain former executive officers of the Company. These cost savings were impacted by the Company’s initiative to comply with the provisions of section 404 of the Sarbanes-Oxley Act of 2002 in the amount of
approximately $700,000 with no such costs applicable to the comparative period of 2003. These costs included additional directors and independent accounting and legal fees. Marketing, general and administrative expenses as a percentage of total property operating revenues
were 6.0% in 2004 and 7.5% in 2003. The following table is a comparison of the results of operations for the year ended December 31, 2003 to the year ended December 31, 2002:
Washington, D.C. 20549
(Exact name of registrant as specified in its charter)
incorporation or organization)
Identification No.)
executive offices) No No
Item No.
Page
Part I
Business
1
Properties
13
Legal Proceedings
24
Submission of Matters to a Vote of Security Holders
25
Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
26
Selected Financial Data
26
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
28
Quantitative and Qualitative Disclosures about Market Risk
54
Financial Statements and Supplementary Data
55
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
55
Controls and Procedures
55
Other Information
56
Part III
Directors and Executive Officers of the Registrant
57
Executive Compensation
57
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
57
Certain Relationships and Related Transactions
57
Principal Accountant Fees and Services
57
Part IV
Exhibits and Financial Statement Schedules
58
Item 1.
Rating
Outlook
BBB-
Stable
Baa3
Stable
BBB-
Stable
Number of
Leases
Leased
Square Feet
Average Effective
Rent Per
Square Foot (1)
33
240,156
$
24.43
44
928,627
$
52.13
8
90,583
$
26.72
85
1,259,366
$
45.02
75
788,476
$
26.92
24
434,288
$
26.05
53
501,250
$
22.48
152
1,724,014
$
25.41
1
78,877
$
4.21
2
7,908
$
6.99
2
50,151
$
18.84
5
136,936
$
9.73
242
3,120,316
$
32.64
(1)
Applicable
Margin
0.600
%
0.625
%
0.700
%
0.900
%
1.200
%
Item 2.
Percentage
Ownership
Ownership
Interest
(Ground Lease
Expiration
Date)(1)
Year
Constructed
Land
Area
(Acres)
Number
of
Floors
Rentable
Square
Feet
Percent
Leased
Annual
Base
Rent(2)
Annual
Base Rent
Per
Leased
Sq. Ft.
Number
of
Tenant
Leases
100
%
Lease
(2081
)
1988
7.5
4
188,233
100.0
%
$
5,513,622
$
29.29
13
100
%
Fee
1981
4.6
4
68,522
98.2
%
$
1,546,417
$
22.99
18
100
%
Fee
1986
7.3
4
128,024
99.7
%
$
3,044,805
$
23.87
19
100
%
Fee
1980
6.0
2
108,503
92.8
%
$
2,385,780
$
23.68
41
100
%
Fee
1970
5.8
4
126,770
100.0
%
$
3,190,288
$
25.17
4
100
%
Fee
1989
14.7
4
239,351
93.9
%
$
4,139,131
$
18.42
15
100
%
Fee
2000
16.5
4
280,497
91.7
%
$
8,268,662
$
32.15
13
51
%
Fee
1998
(3)
18.1
3
164,166
100.0
%
$
4,525,136
$
27.56
7
80.5
1,304,066
96.4
%
$
32,613,840
$
25.95
130
100
%
Fee
1977
13.0
2
206,403
97.2
%
$
3,692,963
$
18.40
48
100
%
Fee
1982
5.0
4
95,085
92.5
%
$
2,042,659
$
23.22
19
18.0
301,488
95.7
%
$
5,735,623
$
19.87
67
100
%
Lease
(2082
)
1984
9.1
6
217,578
94.9
%
$
5,079,945
$
24.60
31
100
%
Lease
(2082
)
1989
7.8
2
219,066
100.0
%
$
4,983,345
$
22.75
8
100
%
Lease
(2081
)
1989
6.6
1
108,000
100.0
%
$
2,766,067
$
25.61
1
100
%
Lease
(2081
)
1982
10.0
2
214,581
100.0
%
$
2,920,255
$
13.61
2
60
%
Lease
(2088
)
1991
30.6
10
580,758
85.2
%
$
14,320,656
$
28.93
37
100
%
Lease
(2084
)
1985
13.2
9
235,328
99.4
%
$
5,823,107
$
24.89
30
77.3
1,575,311
93.8
%
$
35,893,375
$
24.30
109
100
%
Fee
1986
1.5
2
23,878
100.0
%
$
589,320
$
24.68
4
100
%
Fee
1981
1.5
4
50,054
100.0
%
$
1,218,001
$
24.33
18
100
%
Lease
(2064
)
1976
1.5
2
17,650
100.0
%
$
493,729
$
27.97
9
100
%
Fee
1978
7.0
1
85,784
100.0
%
$
1,643,221
$
19.16
4
100
%
Fee
1980
6.5
1
77,109
100.0
%
$
1,586,584
$
20.58
11
100
%
Fee
1984
11.3
4
185,361
97.6
%
$
3,883,918
$
21.47
28
100
%
Fee
1979
4.2
1
54,154
88.3
%
$
918,075
$
19.21
8
100
%
Fee
1976
2.7
1
35,000
100.0
%
$
860,602
$
24.59
1
100
%
Fee
2000
12.9
2
163,762
100.0
%
$
4,066,684
$
24.83
2
49.1
692,752
98.4
%
$
15,260,134
$
22.38
85
100
%
Fee
1974
1.4
2
26,319
92.6
%
$
460,031
$
18.88
21
60
%
Fee
(4)
1981
6.8
6
158,560
98.3
%
$
2,882,244
$
18.49
5
100
%
Fee
1972
4.2
5
121,894
84.8
%
$
2,204,222
$
21.32
8
100
%
Fee
1980
4.0
6
124,136
88.1
%
$
2,595,545
$
23.74
21
100
%
Fee
1977
6.1
6
169,809
64.0
%
$
2,258,906
$
20.79
16
100
%
Fee
1983
10.9
6
253,283
94.1
%
$
5,817,516
$
24.40
53
33.4
854,001
86.7
%
$
16,218,463
$
21.91
124
Percentage Ownership
Ownership
Interest
(Ground Lease
Expiration
Date)(1)
Year
Constructed
Land
Area
(Acres)
Number
of
Floors
Rentable
Square
Feet
Percent
Leased
Annual
Base
Rent(2)
Annual
Base
Rent
Per
Leased
Sq. Ft.
Number
of
Tenant
Leases
Reckson Executive Park
1 International Dr., Ryebrook, NY
100
%
1983
90,000
100.0
%
$
1,155,000
$
12.83
1
2 International Dr., Ryebrook, NY
100
%
1983
90,000
100.0
%
$
1,155,000
$
12.83
1
3 International Dr., Ryebrook, NY
100
%
1983
91,193
50.9
%
$
1,118,049
$
24.07
3
4 International Dr., Ryebrook, NY
100
%
1986
87,833
92.9
%
$
2,090,863
$
25.61
12
5 International Dr., Ryebrook, NY
100
%
1986
90,000
51.1
%
$
1,039,920
$
22.59
2
6 International Dr., Ryebrook, NY
100
%
1986
95,097
84.1
%
$
1,996,513
$
24.97
9
44.4
544,123
79.8
%
$
8,555,345
$
19.71
28
Summit at Valhalla
100 Summit Dr., Valhalla, NY
100
%
1988
11.3
248,174
87.3
%
$
5,445,782
$
25.13
9
200 Summit Dr., Valhalla, NY
100
%
1990
18.0
233,585
99.4
%
$
6,022,938
$
25.95
13
500 Summit Dr., Valhalla, NY
100
%
1986
29.1
208,660
100.0
%
$
5,738,150
$
27.50
1
58.4
690,419
95.2
%
$
17,206,870
$
26.17
23
Mt. Pleasant Corporate Center
115/117 Stevens Ave., Mt. Pleasant, NY
100
%
1984
5.0
168,859
91.5
%
$
3,210,327
$
20.77
20
5.0
168,859
91.5
%
$
3,210,327
$
20.77
20
Stand-alone Westchester Properties
120 White Plains Rd., Tarrytown, NY
51
%
1984
9.7
209,822
93.5
%
$
4,789,430
$
24.42
15
80 Grasslands, Elmsford, NY
100
%
1989
4.9
87,114
100.0
%
$
1,862,953
$
21.39
5
14.6
296,936
95.4
%
$
6,652,383
$
23.49
20
Executive Hill Office Park
100 Executive Dr., Rt. 280 Corridor, NJ
100
%
1978
10.1
93,349
98.4
%
$
1,655,016
$
18.02
13
200 Executive Dr., Rt. 280 Corridor, NJ
100
%
1980
8.2
106,652
94.0
%
$
2,092,303
$
20.87
12
300 Executive Dr., Rt. 280 Corridor, NJ
100
%
1984
8.7
124,777
94.0
%
$
2,468,825
$
21.06
15
10 Rooney Circle, Rt. 280 Corridor, NJ
100
%
1971
5.2
70,716
78.9
%
$
1,401,713
$
25.11
2
32.2
395,494
92.3
%
$
7,617,857
$
20.86
42
University Square Princeton
100 Campus Dr., Princeton/Rt. 1 Corridor, NJ
100
%
1987
N/A
27,888
100.0
%
$
505,693
$
18.13
3
104 Campus Dr., Princeton/Rt. 1 Corridor, NJ
100
%
1987
N/A
70,239
87.0
%
$
1,327,450
$
21.71
2
115 Campus Dr., Princeton/Rt. 1 Corridor, NJ
100
%
1987
N/A
33,600
100.0
%
$
834,759
$
24.84
1
11.0
131,727
93.1
%
$
2,667,902
$
21.76
6
Short Hills Office Park
101 John F. Kennedy Parkway, Short Hills, NJ
100
%
1981
9.0
191,267
95.7
%
$
4,522,487
$
24.71
6
103 John F. Kennedy Parkway, Short Hills, NJ
100
%
1981
6.0
123,000
100.0
%
$
4,182,000
$
34.00
1
51 John F Kennedy Parkway, Short Hills, NJ
51
%
1986
11.0
250,713
98.7
%
$
8,769,878
$
35.45
20
26.0
564,980
98.0
%
$
17,474,365
$
31.58
27
Stand-alone New Jersey Properties
99 Cherry Hill Road, Parsippany, NJ
100
%
1982
8.8
93,393
65.4
%
$
1,344,999
$
22.03
9
119 Cherry Hill Rd, Parsippany, NJ
100
%
1982
9.3
95,179
62.9
%
$
1,098,635
$
18.34
12
44 Whippany Road, Morristown, NJ
100
%
1985
20.0
215,037
90.6
%
$
4,352,380
$
22.33
6
One Eagle Rock, Hanover, NJ
100
%
1986
10.4
144,587
87.9
%
$
2,063,073
$
16.22
7
3 University Plaza, Hackensack, NJ
100
%
1985
10.6
219,796
100.0
%
$
4,197,401
$
19.10
24
1255 Broad St., Clifton, NJ
100
%
1968
11.1
193,574
100.0
%
$
3,173,963
$
16.40
6
492 River Rd., Nutley, NJ
100
%
1952
17.3
130,009
100.0
%
$
2,177,651
$
16.75
1
3 Giralda Farms, Madison, NJ
100
%
1990
21.0
141,000
100.0
%
$
1,878,869
$
13.33
1
108.5
1,232,575
91.5
%
$
20,286,970
$
18.00
66
Properties
558.4
8,752,731
93.0
%
$
189,393,452
$
23.26
747
Percentage Ownership
Ownership Interest
(Ground Lease
Expiration Date)(1)
Year
Constructed
Land
Area
(Acres)
Number
of
Floors
Rentable
Square
Feet
Percent
Leased
Annual
Base
Rent(2)
Annual
Base
Rent
Per
Leased
Sq. Ft.
Number
of Tenant
Leases
100
%
1973
22
281,186
85.6
%
$
6,409,187
$
26.61
61
100
%
1976
3
36,889
85.7
%
$
841,302
$
26.61
11
100
%
1978
6
128,887
95.8
%
$
2,619,245
$
21.22
14
100
%
1977
5
99,296
79.3
%
$
1,694,110
$
21.51
16
100
%
1976
3
58,000
100.0
%
$
313,769
$
5.41
12
100
%
1984
10
167,081
98.9
%
$
1,767,398
$
10.70
5
7.2
771,339
90.5
%
$
13,645,013
$
19.55
119
100
%
Lease
1987
1.5
10
178,000
60.5
%
$
3,325,868
$
30.87
20
51
%
1989
1.3
11
132,759
100.0
%
$
4,131,110
$
31.12
9
51
%
1989
2.4
11
186,148
96.2
%
$
4,708,975
$
26.31
13
5.2
496,907
84.4
%
$
12,165,953
$
29.00
42
100
%
1977
1.5
12
381,878
96.0
%
$
9,548,544
$
26.05
21
100
%
1991
2.2
9
121,396
96.1
%
$
3,168,571
$
27.17
10
3.7
503,274
96.0
%
$
12,717,115
$
26.32
31
100
%
1989
0.4
40
441,140
100.0
%
$
16,571,503
$
37.57
34
100
%
1969
0.5
29
462,841
92.4
%
$
14,579,891
$
34.10
34
100
%
1970
0.6
42
690,675
91.5
%
$
25,183,305
$
39.85
35
51
%
1971
1.5
47
1,363,158
100.0
%
$
59,244,646
$
43.46
23
100
%
Lease
1972
1.0
42
1,028,500
98.5
%
$
40,028,759
$
39.52
31
100
%
1966
0.6
35
547,601
99.4
%
$
19,329,375
$
35.50
71
4.6
4,533,915
97.5
%
$
174,937,480
$
39.57
228
20.6
6,305,435
95.5
%
$
213,465,560
$
35.45
420
579.0
15,058,166
94.1
%
$
402,859,012
$
28.44
1,167
(1)
Ground lease expirations assume exercise
of renewal options by the Company.
(2)
Represents base rent, net of electric reimbursement,
of signed leases at December 31, 2004 adjusted for scheduled contractual
increases during the twelve months ending December 31, 2005. Total base
rent for these purposes reflects the effect of any lease expirations
that occur during the twelve month period ending December 31, 2005. Amounts
included in rental revenue for financial reporting purposes have been
determined on a straight-line basis rather than on the basis of contractual rent as set forth in the foregoing table.
(3)
Year renovated.
(4)
The actual fee interest in is held by the
County of Westchester Industrial Development Agency. The fee interest
may be acquired if the outstanding principal under certain loan
agreements and annual basic installments are prepaid in full.
(5)
There is a ground lease in place on a portion
of the land which expires in 2066.
2000
2001
2002
2003
Average
2000-2003
2004
$
3,289,116
$
4,606,069
$
5,283,674
$
6,791,336
$
4,992,549
$
7,034,054
$
0.33
$
0.45
$
0.53
$
0.67
$
0.49
$
0.69
$
946,718
$
1,584,501
$
1,939,111
$
1,922,209
$ 1,598,135
$
2,515,730
$
0.38
$
0.45
$
0.56
$
0.55
$
0.48
$
0.56
$
813,431
$
711,666
$
1,881,627
$
1,218,401
(1)
$
1,156,281
$
207,028
$
0.11
$
0.11
$
0.28
$
0.23
$
0.18
$
0.23
2000
2001
2002
2003
Average
2000-2003
2004(1)
New
Renewal
$
2,853,706
$
2,722,457
$
1,917,466
$
3,774,722
$
2,817,088
$
4,856,604
$
2,770,538
$
2,086,066
$
6.99
$
8.47
$
7.81
$
7.05
$
7.58
$
8.78
$
14.80
$
5.70
$
2,208,604
$
1,444,412
$
1,026,970
$
2,623,245
$
1,825,808
$
2,345,325
$
1,138,603
$
1,206,722
$
4.96
$
4.49
$
4.18
$
4.90
$
4.63
$
4.24
$
6.08
$
3.30
$
11.95
$
12.96
$
11.99
$
11.95
$
12.21
$
13.02
$
20.88
$
9.00
$
1,860,027
$
2,584,728
$
6,391,589
(2)
$
3,732,370
$
3,642,178
$
6,323,134
$
5,060,990
$
1,262,144
$
5.72
$
5.91
$
15.05
$
15.98
$
10.66
$
11.95
$
20.68
$
4.44
$
412,226
$
1,263,012
$
1,975,850
(2)
$
917,487
$
1,142,144
$
2,671,548
$
1,809,237
$
862,311
$
3.00
$
2.89
$
4.65
$
3.93
$
3.62
$
5.05
$
7.39
$
3.04
$
8.72
$
8.80
$
19.70
$
19.91
$
14.28
$
17.00
$
28.07
$
7.48
$
385,531
$
213,909
$
491,435
$
588,087
$
419,740
$
3,051,833
$
1,427,314
$
1,624,519
$
4.19
$
1.46
$
3.81
$
8.44
$
4.47
$
12.71
$
26.80
$
8.69
$
453,435
$
209,322
$
307,023
$
511,360
$
370,285
$
1,493,664
$
408,630
$
1,085,034
$
4.92
$
1.43
$
2.38
$
7.34
$
4.02
$
6.22
$
7.67
$
5.81
$
9.11
$
2.89
$
6.19
$
15.78
$
8.49
$
18.93
$
34.47
$
14.50
$
1,580,323
$
1,146,385
$
2,842,521
$
4,327,295
$
2,474,131
$
1,379,362
$
1,193,817
$
185,545
$
6.71
$
2.92
$
10.76
$
11.57
$
7.99
$
7.12
$
17.00
$
1.50
$
1,031,950
$
1,602,962
$
1,037,012
$
1,892,635
$
1,391,140
$
832,658
$
473,007
$
359,651
$
4.44
$
4.08
$
3.92
$
5.06
$
4.38
$
4.30
$
6.74
$
2.91
$
11.15
$
7.00
$
14.68
$
16.63
$
12.37
$
11.42
$
23.74
$
4.41
$
65,267
$
788,930
$
4,350,106
$
5,810,017
(3)(4)
$
2,753,580
$
9,809,822
$
7,218,849
$
2,590,973
(4)(5)
$
1.79
$
15.69
$
18.39
$
32.84
$ 17.18
$
23.21
$
28.86
$
15.02
$
418,185
$
1,098,829
$
2,019,837
$
2,950,330
(3)(4)
$
1,621,795
$
3,041,141
$
1,783,280
$
1,257,861
(4)(5)
$
11.50
$
21.86
$
8.54
$
16.68
$
14.64
$
7.19
$
7.13
$
7.29
$
13.29
$
37.55
$
26.93
$
49.52
$
31.82
$
30.40
$
35.99
$
22.31
$
650,216
$
1,366,488
$
1,850,812
$
1,249,200
$
1,279,179
$
310,522
$
157,661
$
152,861
$
0.95
$
1.65
$
1.97
$
2.42
$
1.75
$
2.27
$
1.73
$
3.33
$
436,506
$
354,572
$
890,688
$
574,256
$
564,005
$
508,198
$
225,539
$
282,659
$
0.64
$
0.43
$
0.95
$
1.11
$
0.78
$
3.71
$
2.48
$
6.16
$
1.59
$
2.08
$
2.92
$
3.53
$
2.53
$
5.98
$
4.21
$
9.49
(1)
(2)
(3)
(4)
(5)
Year Ended
December 31,
2004
2003
$
9,767
$
9,931
4,190
2,834
21,610
24,370
5,846
6,206
$
41,413
$
43,341
$
15,491
$
12,766
9,241
3,320
$
24,732
$
16,086
$
195,608
$
64,891
Wtd. Avg.
Term Remaining
(years)
Total
Square Feet
Percent of
Pro-Rata
Share of Annualized
Base Rental Revenue
Percent of Consolidated
Annualized Base
Rental Revenue
17.0
465,420
3.1
%
5.3
%
16.5
180,391
2.2
%
1.9
%
2.2
263,569
1.9
%
1.7
%
8.7
129,818
1.7
%
1.6
%
15.9
279,746
1.6
%
2.8
%
0.2
137,918
1.6
%
1.4
%
23.0
127,300
1.5
%
1.3
%
7.7
194,984
1.3
%
1.2
%
9.8
105,295
1.2
%
1.1
%
4.6
209,480
1.2
%
1.1
%
2.0
244,730
1.2
%
1.1
%
7.8
123,000
1.1
%
1.0
%
9.0
163,762
1.1
%
1.0
%
0.3
158,157
1.0
%
0.9
%
2.6
103,381
0.9
%
0.8
%
11.3
53,000
0.9
%
0.8
%
14.0
126,770
0.9
%
0.8
%
9.2
77,500
0.9
%
0.8
%
3.0
105,613
0.8
%
0.7
%
3.8
189,310
0.8
%
1.2
%
11.6
145,834
0.8
%
1.4
%
0.3
158,144
0.8
%
1.4
%
0.4
64,526
0.8
%
0.7
%
3.4
67,000
0.8
%
0.7
%
3.8
126,487
0.7
%
0.8
%
(1)
(2)
(3)
(4)
*
Year of
Expiration
Number of
Leases
Expiring
Square
Feet
Expiring
% of Total
Portfolio
Sq Ft
Cumulative
% of Total
Portfolio Sq Ft
197
1,466,607
9.2%
9.2%
190
1,696,279
10.7%
19.9%
118
1,303,064
8.1%
28.0%
120
1,062,861
6.7%
34.7%
118
1,240,847
7.8%
42.5%
390
8,032,054
50.5%
93.0%
1,133
14,801,712
93.0%
15,921,561
Year of
Expiration
Number of
Leases
Expiring
Square
Feet
Expiring
% of Total
Office
Sq Ft
Cumulative
% of Total
Portfolio Sq Ft
195
1,419,457
9.4%
9.4%
187
1,611,294
10.7%
20.1%
115
1,250,542
8.3%
28.4%
118
1,030,618
6.9%
35.3%
117
1,195,866
7.9%
43.2%
383
7,646,639
50.8%
94.0%
1,115
14,154,416
94.0%
15,058,166
Year of
Expiration
Number of
Leases
Expiring
Square
Feet
Expiring
% of Total
Industrial/R&D
Sq Ft
Cumulative
% of Total
Portfolio Sq Ft
2
47,150
5.5%
5.5%
3
84,985
9.8%
15.3%
3
52,522
6.1%
21.4%
2
32,243
3.7%
25.1%
1
44,981
5.2%
30.3%
7
385,415
44.7%
75.0%
18
647,296
75.0%
863,395
Principal
Amount
Outstanding
Interest Rate
Maturity Date
Amortization
Term (Years)
(in thousands)
$
18,893
6.45
%
October, 2005
$34 per month
18,460
9.25
%
January, 2006
25
NY, NY
73,009
6.52
%
June, 2006
30
42,879
8.02
%
October, 2006
25
16,211
8.50
%
April, 2007
15
51,795
7.72
%
August, 2007
25
79,651
7.73
%
August, 2009
25
34,516
7.73
%
August, 2009
25
7,099
8.07
%
July, 2010
25
13,450
8.07
%
July, 2010
25
Tarrytown, NY
12,250
7.86
%
September, 2010
25
241,305
6.87
%
August, 2011
30
$
609,518
7.31
%
(a)
(b)
(c)
(d)
Item 5.
Class A
Distribution
Class B
Distribution (1)
Class C
Distribution
$
.4246
$
.6471
—
$
.4246
$
.6471
—
$
.4246
$
.6471
—
$
.4246
$
.6471
$
.28
(2)
$
.4246
—
$
.4664
$
.4246
—
$
.4664
$
.4246
—
$
.4664
$
.4246
—
$
.4664
(1)
(2)
Item 6.
For the Year Ended December 31,
2004
2003
2002
2001
2000
$
534,101
$
454,325
$
441,345
$
451,507
$
427,216
457,985
404,931
367,461
348,209
324,315
76,116
49,394
73,884
103,298
102,901
18,507
16,857
17,653
10,933
7,362
12,777
22,360
23,123
23,977
28,012
15,812
—
—
—
—
—
—
—
166,101
—
603
30
1,113
2,087
4,383
—
—
537
20,173
18,669
2,636
19,368
21,562
15,510
9,074
12,424
126,789
4,895
—
—
$
44,683
$
156,364
$
61,215
$
(59,943
)
$
99,653
$
.41
$
.13
$
.47
$
(1.35
)
$
1.09
—
—
.01
.28
.28
.21
2.34
.37
.22
.13
$
.62
$
2.47
$
.85
$
(.85
)
$
1.50
$
—
$
.32
$
.72
$
(1.97
)
$
1.65
—
—
.01
.42
.43
—
1.62
.55
.32
.22
$
—
$
1.94
$
1.28
$
(1.23
)
$
2.30
$
.46
$
.04
$
—
$
—
$
—
—
—
—
—
—
.24
5.70
—
—
—
$
.70
$
5.74
$
—
$
—
$
—
71,964
55,786
57,059
55,773
50,766
—
8,910
10,122
10,284
10,284
466
188
—
—
—
$
1.70
$
1.70
$
1.70
$
1.66
$
1.53
$
—
$
2.12
$
2.59
$
2.55
$
2.35
$
1.87
$
.28
$
—
$
—
$
—
(1)
As of or for the Year Ended December 31,
2004
2003
2002
2001
2000
$
3,195,064
$
2,689,812
$
2,604,542
$
2,525,451
$
2,429,557
25,137
23,013
30,827
121,975
17,843
3,171,366
2,750,680
2,912,052
2,998,782
2,999,794
609,518
721,635
733,761
744,613
722,312
235,500
169,000
267,000
271,600
216,600
697,974
499,445
499,305
449,463
449,385
2,763,734
1,792,895
1,681,372
1,915,587
2,016,390
4,175,060
3,050,142
3,052,818
3,251,599
3,397,204
$
144,990
$
134,889
$
158,422
$
180,743
$
168,340
15,922
14,733
20,284
20,611
21,291
87
89
178
182
188
(2)
(3)
(4)
(5)
Item 7.
Year Ended December 31,
Change
2004
2003
Dollars
Percent
$
440,953
$
371,019
$
69,934
18.8
%
73,862
58,900
14,962
25.4
%
$
514,815
$
429,919
$
84,896
19.7
%
$
124,236
$
104,531
$
19,705
18.9
%
84,518
69,486
15,032
21.6
%
$
208,754
$
174,017
$
34,737
20.0
%
$
19,286
$
24,406
$
(5,120
)
(21.0
)%
$
98,050
$
81,185
$
16,865
20.8
%
3,822
3,337
485
14.5
%
30,879
32,310
(1,431
)
(4.4
)%
$
132,751
$
116,832
$
15,919
13.6
%
Year Ended December 31,
Change
2003
2002
Dollars
Percent
$
371,019
$
380,277
$
(9,258
)
(2.4
)%
58,900
54,003
4,897
9.1
%
$
429,919
$
434,280
$
(4,361
)
(1.0
)%
$
104,531
$
94,013
$
10,518
11.2
%
69,486
63,317
6,169
9.7
%
$
174,017
$
157,330
$
16,687
10.6
%
$
24,406
$
7,065
$
17,341
245.4
%
$
81,185
$
79,583
$
1,602
2.0
%
3,337
7,062
(3,725
)
(52.7
)%
32,310
28,680
3,630
12.7
%
$
116,832
$
115,325
$
1,507
1.3
%
The
Operating Partnership’s
Property Operating Revenues decreased by $4.4 million from 2002 to 2003.
The Operating Partnership’s base rents decreased by $9.3 million as
a result of a $10.1 million decrease of
40
The 2003 increase in Property Operating Expenses of $16.7 million is primarily due to a $9.0 million increase in operating expenses and a $6.2 million increase in real estate taxes related to the Company’s same store properties. Development properties going into service increased property expenses by an additional $1.5 million. Included in the $9.0 million increase in operating expenses is $1.7 million and $.5 million of increased insurance and security costs, respectively. Increases in insurance and security costs result primarily from implications of the events that occurred on September 11, 2001. The security cost increases relate primarily to our New York City properties. Also included in the $9.0 million increase are operating expenses of the Operating Partnership’s same store properties, which represent a $4.0 million, increase in repairs and maintenance and a $2.8 million increase in utility costs. Increases in utility costs primarily relates to rate increases per energy unit. Increases in real estate taxes is attributable to the significant increases levied by certain municipalities, particularly in New York City and Nassau County, New York which have experienced severe fiscal budget issues.
Gross Operating Margins for 2003 and 2002 were 59.5% and 63.8%, respectively. The decrease from 2002 to 2003 in gross operating margin percentages resulted primarily from portfolio-wide increases in real estate taxes, utilities and property and liability insurance costs as well as decreases to revenues primarily as a result of decreased portfolio occupancy.
Other income increased by $17.3 million. This increase is primarily attributable to the gain recognized on the First Data land sale and build-to-suit construction contract which commenced during 2003.
Interest expense increased by $1.6 million from 2002 to 2003. This increase was primarily a result of an increase in interest expense of approximately $1.5 million on the Operating Partnership’s $50 million, 6% senior unsecured notes issued in June 2002.
Amortization of deferred financing costs decreased by $3.7 million from 2002 to 2003. This decrease was primarily a result of the Operating Partnership’s adoption of FASB Statement No. 145, “Reporting Gains and Losses from Extinguishment of Debt” which caused the reclassification of approximately $2.6 million of previously reported extraordinary losses during 2002 to amortization of deferred financing costs. The 2002 extraordinary loss was the result of the Operating Partnership’s refinancing its Credit Facility in December 2002 and writing-off the related unamortized deferred loan costs.
Marketing, general and administrative expenses increased by $3.6 million from 2002 to 2003. This increase is primarily due to the increased costs of maintaining offices and infrastructure in each of the Operating Partnership’s five divisional markets. The Company’s business strategy in 2003 was to expand further into the Tri-State Area CBD and suburban office markets, to create a superior franchise value by applying its standards for high quality office space and premier tenant service to its five operating divisions. These efforts were supported by increases in marketing programs and strengthening resources and operating systems which costs are reflected in marketing, general and administrative expenses. Marketing, general and administrative expenses as a percentage of total property operating revenues were 7.5% in 2003 and 6.6% in 2002.
Historically, rental revenue has been the principal source of funds to pay operating expenses, debt service and non-incremental capital expenditures, excluding incremental capital expenditures of the Operating Partnership. The Operating Partnership expects to meet its short-term liquidity requirements generally through
41
Liquidity and Capital
Resources
|
its net cash provided by operating activities along with its Credit Facility described below. The Credit Facility contains several financial covenants with which the Operating Partnership must be in compliance in order to borrow funds thereunder. During recent quarterly periods, the Operating Partnership has incurred significant leasing costs as a result of increased market demands from tenants and high levels of leasing transactions that result from the re-tenanting of scheduled expirations or space vacated as a result of early terminations of leases. The Operating Partnership is also expending costs on tenants that are renewing or extending their leases earlier than scheduled. The Operating Partnership is currently experiencing high tenanting costs including tenant improvement costs, leasing commissions and free rent in all of its markets. For the years ended December 31, 2004 and 2003, the Operating Partnership paid or accrued approximately $52.2 million and $50.3 million, respectively, for tenanting costs including tenant improvement costs and leasing commissions. As a result of these and/or other operating factors, the Operating Partnership’s cash flow from operating activities was not sufficient to pay 100% of the distributions paid on its common units. To meet the short-term funding requirements relating to these leasing costs, the Operating Partnership has used proceeds of property sales or borrowings under its Credit Facility. Based on the Operating Partnership’s forecasted leasing, it anticipates that it will continue to incur similar shortfalls. The Operating Partnership currently intends to fund any shortfalls with proceeds from non-income producing asset sales or borrowings under its Credit Facility. The Operating Partnership periodically reviews its distribution policy to determine the appropriateness of the Operating Partnership’s distribution rate relative to the Operating Partnership’s cash flows. The Operating Partnership adjusts its distribution rate based on such factors as leasing activity, market conditions and forecasted increases and decreases in its cash flow as well as required distributions of taxable income to maintain REIT status. There can be no assurance that the Operating Partnership will maintain the current quarterly distribution level on its common units.
The Operating Partnership expects to meet most of its financing requirements through long-term unsecured borrowings and the issuance of debt and equity securities of the Operating Partnership. In certain situations, primarily in joint venture transactions, the Operating Partnership used secured debt in connection with the acquisition of properties. During the year ended December 31, 2004, the Company issued approximately $436.2 million of common stock and the Operating Partnership issued $300 million of senior unsecured debt securities. There can be no assurance that there will be adequate demand for the Company’s equity at the time or at the price in which the Company desires to raise capital through the sale of additional equity. Similarly, there can be no assurance that the Operating Partnership will be able to access the unsecured debt markets at the time when the Company desires to sell its unsecured notes. In addition, when valuations for commercial real estate properties are high, the Operating Partnership will seek to sell certain land inventory to realize value and profit created. The Operating Partnership will then seek opportunities to reinvest the capital realized from these dispositions back into value-added assets in the Operating Partnership’s core Tri-State Area markets. However, there can be no assurances that the Operating Partnership will be able to identify such opportunities that meet the Operating Partnership’s underwriting criteria. The Operating Partnership will refinance existing mortgage indebtedness, senior unsecured notes or indebtedness under its credit facility at maturity or retire such debt through the issuance of additional unsecured debt securities or additional equity securities. The Operating Partnership anticipates that the current balance of cash and cash equivalents and cash flows from operating activities, together with cash available from borrowings, the Company’s equity offerings and proceeds from sales of land and non-income producing assets, will be adequate to meet the capital and liquidity requirements of the Operating Partnership in both the short and long-term. The Operating Partnership’s senior unsecured debt is currently rated “BBB-” by Fitch Ratings, “BBB-” by Standard & Poor’s and “Baa3” by Moody’s Investors Service. The rating agencies review the ratings assigned to an issuer such as the Operating Partnership on an ongoing basis. Negative changes in the Operating Partnership’s ratings may result in increases in the Operating Partnership’s borrowing costs, including borrowings under its Credit Facility.
The Operating Partnership’s markets are currently experiencing a recovery in the economic cycle. As a result of current economic conditions, we have experienced higher renewal rates and a lower number of lease terminations. Our results reflect decreased vacancy rates in our markets and our asking rents in our markets have stabilized and in some instances trended higher and landlords are still required to grant concessions such as free rent and tenant improvements but at a lower rate than had been experienced in the prior year. Our markets continue to experience higher real estate taxes and utility rates. The Operating Partnership believes
that trends are moving positively from a landlord’s perspective and that the above average tenant costs relating to leasing are decreasing. This trend is supported by increased occupancy and reduced vacancy rates in all of our markets, by the general economic recovery in the market resulting in job growth and the limited new supply of office space.
The Operating Partnership carries comprehensive liability, fire, extended coverage and rental loss insurance on all of its properties. Six of the Operating Partnership’s properties are located in New York City. As a result of the events of September 11, 2001, insurance companies were limiting coverage for acts of terrorism in “all risk” policies. In November 2002, the Terrorism Risk Insurance Act of 2002 was signed into law, which, among other things, requires insurance companies to offer coverage for losses resulting from defined “acts of terrorism” through 2005. The Operating Partnership’s current insurance coverage provides for full replacement cost of its properties, including for acts of terrorism up to $500 million on a per occurrence basis, except for one asset which is insured up to $393 million.
The potential impact of terrorist attacks in the New York City and Tri-State Area may adversely affect the value of the Operating Partnership’s properties and its ability to generate cash flow. As a result, there may be a decrease in demand for office space in metropolitan areas that are considered at risk for future terrorist attacks, and this decrease may reduce the Operating Partnership’s revenues from property rentals.
In order to qualify as a REIT for federal income tax purposes, the Company is required to make distributions to its stockholders of at least 90% of REIT taxable income. As a result, it is anticipated that the Operating Partnership will make distributions in amounts sufficient to meet this requirement. The Operating Partnership expects to use its cash flow from operating activities for distributions and for payment of recurring, non-incremental revenue-generating expenditures. The Operating Partnership intends to invest amounts accumulated for distribution in short-term liquid investments.
Summary of Cash Flows |
Net cash provided by operating activities totaled $172.1 million in 2004, $161.1 million in 2003 and $196.1 million in 2002. Cash provided by operating activities during 2004 is primarily attributable to increased occupancies and leasing in the Operating Partnership’s portfolio and an increase of approximately 1.2 million rentable square feet during 2004 resulting from property acquisitions and the lease up of a development property. The decrease in cash provided by operating activities between 2003 and 2002 was primarily due to a more competitive operating environment in which the Operating Partnership made a limited number of commercial property acquisitions as well as a decrease in market rental rates and lower occupancies in the Operating Partnership’s portfolio.
Net cash used in investing activities totaled $226.9 million in 2004. Net cash provided by investing activities totaled $109.5 million in 2003. Net cash used in investing activities totaled $85.1 million in 2002. Cash flows used in investing activities during 2004 related primarily to the Operating Partnership’s acquisition of five office properties (including one property from its joint venture partner, TIAA) aggregating approximately $160.7 million, ongoing development and improvements to its existing portfolio of properties including related leasing costs of approximately $101.1 million and additional net investments in notes receivable of approximately $31.6 million. These uses of cash were offset by proceeds received from the sale of five commercial properties, certain non-core land holdings and a retail property aggregating approximately $67.3 million. Cash provided by investing activities in 2003 is primarily attributable to proceeds from the sale of the Long Island industrial building portfolio, which was offset by the purchase of assets and investments in developments and commercial real estate properties. Cash flows used in investing activities during 2002 related primarily to the Operating Partnership’s ongoing development of its properties, the acquisition of approximately 52.7 acres of development land located in Valhalla, NY and costs associated with creating tenant space including the payment of leasing costs.
Net cash provided by financing activities totaled $56.9 million in 2004. Net cash used in financing activities totaled $278.2 million in 2003 and $202.2 million in 2002. Cash provided by financing activities in 2004 is primarily attributable to the net issuance of senior unsecured notes in the amount of approximately $200 million, the issuance of common units of approximately $500 million and net advances made under the Credit Facility of $66.5 million. These sources of cash provided by financing activities were offset by the
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repayment of three outstanding mortgage notes payable in the amount of $362.2 million, the repurchases of Series A preferred units of $178.7 million and distributions paid to the Operating Partnership’s equity holders in the amount of $169.7 million. Cash used in financing activities for 2003 primarily resulted from secured debt amortization payments and the repayment of outstanding borrowings on the Credit Facility from proceeds from the sale of the Long Island industrial building portfolio. Cash used in financing activities during 2002 related primarily to the Company’s stock buy-back program and repurchases of its Series A preferred stock aggregating approximately $75.0 million. These uses of cash were offset by the Operating Partnership issuing $50 million of five-year senior unsecured notes.
Investing Activities |
In January 2004, the Operating Partnership sold a 104,000 square foot office property, 120 Mineola Boulevard, located on Long Island for approximately $18.5 million. Net proceeds from the sale were used to repay borrowings under the Credit Facility. As a result, the Operating Partnership recorded a net gain of approximately $5.5 million.
In January 2004, the Operating Partnership acquired 1185 Avenue of the Americas, a 42-story, 1.1 million square foot Class A office tower, located between 46th and 47th Streets in New York, NY for $321 million. In connection with this acquisition, the Operating Partnership assumed a $202 million mortgage and $48 million of mezzanine debt. The balance of the purchase price was paid through an advance under the Credit Facility. The floating rate mortgage and mezzanine debt both matured in August 2004 at which time the Operating Partnership satisfied the outstanding debt through an advance under its Credit Facility along with cash-on-hand. The property is encumbered by a ground lease which has a remaining term of approximately 40 years with rent scheduled to be re-set at the end of 2005 and then remain constant for the balance of the term. Pursuant to the terms of the ground lease, the Operating Partnership and the ground lessor have commenced arbitration proceedings relating to the re-setting of the rent under the ground lease. There can be no assurances as to the outcome of the rent re-set process. In accordance with FASB Statement No. 141, “Business Combinations”, the Operating Partnership recorded deferred intangible lease income of approximately $35.3 million, representing the net value of acquired above and below market leases. The Operating Partnership also allocated and recorded approximately $21.0 million of assumed lease origination costs and other value of in-place leases. The net value of the above and below market leases is being amortized over the remaining terms of the respective leases to rental income which amounted to approximately $7.9 million for the year ended December 31, 2004. In addition, amortization expense on the value of lease origination costs was approximately $2.8 million for the year ended December 31, 2004. At acquisition, there were 31 in-place leases aggregating approximately one million square feet with a weighted average remaining lease term of approximately 6 years.
During February 2004, a 3.9 acre land parcel located on Long Island was condemned by the Town of Oyster Bay. As consideration for the condemnation the Operating Partnership initially received approximately $1.8 million. The Operating Partnership’s cost basis in this land parcel was approximately $1.4 million. The Operating Partnership is currently contesting this valuation and seeking payment of additional consideration from the Town of Oyster Bay but there can be no assurances that the Operating Partnership will be successful in obtaining any such additional consideration.
In April 2004, the Operating Partnership, on behalf of the Tri-State JV, sold a 175,000 square foot office building, 400 Garden City Plaza, located on Long Island for approximately $30 million, of which the Operating Partnership owned a 51% interest, and a wholly owned 9,000 square foot retail property for approximately $2.8 million. In addition, the Operating Partnership completed the sale of two of the remaining three properties from the Disposition for approximately $5.8 million. Proceeds from the sale were used to acquire the remaining 49% interest in a property from the Operating Partnership’s joint venture partner, TIAA, in September 2004. The disposition of the remaining industrial property, which is subject to certain environmental issues, was conditioned upon the approval of the buyer’s lender, which was not obtained. As a result, the Operating Partnership will not dispose of this property as part of the Disposition. Management believes that the cost to remediate the environmental issues will not have a material adverse effect on the Operating Partnership, but there can be no assurance in this regard.
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In July 2004, the Operating Partnership acquired a 141,000 square foot Class A office property, 3 Giralda Farms, located in Madison, NJ for approximately $22.7 million. The Operating Partnership made this acquisition through available cash-on-hand.
During September 2004, the Operating Partnership, through Reckson Construction Group, Inc., acquired the remaining 49% interest in the property located at 90 Merrick Avenue, East Meadow, NY, from the Operating Partnership’s joint venture partner, TIAA, for approximately $14.9 million. This acquisition was financed, in part, from the proceeds received from the April 2004 sale of two industrial properties and with cash-on-hand. In addition, the Operating Partnership acquired a 215,000 square foot Class A office property, 44 Whippany Road, located in Morristown, New Jersey for approximately $30 million. The Operating Partnership made this acquisition using funds received from the Company’s September 2004 common equity offering, cash-on-hand and the issuance of approximately 34,000 OP Units which were priced at $28.70 per unit.
During September 2004, the Operating Partnership sold a 92,000 square foot industrial property, 500 Saw Mill River Road, located in Westchester County for approximately $7.3 million. In connection with this sale, the Operating Partnership recorded a net gain of approximately $2.3 million.
On October 1, 2004, the Operating Partnership acquired a 260,500 square foot Class A office property, 300 Broadhollow Road, located in Melville, Long Island, for approximately $41.0 million. The Operating Partnership made this acquisition, in part, through an advance under the Credit Facility and with cash-on-hand.
On December 14, 2004, Tri-State JV acquired a parcel of land adjacent to one of its existing properties for approximately $1.1 million. A small commercial building is situated on the property which the Operating Partnership anticipates demolishing. The Tri-State JV made this acquisition with available cash on hand.
On December 15, 2004, the Operating Partnership sold a 3.8 acre parcel of land, zoned for industrial use, located on Long Island for approximately $1.1 million which resulted in a gain to the Operating Partnership of approximately $740,000.
During January 2005, the Operating Partnership acquired, in two separate transactions, two Class A office properties located at One and Seven Giralda Farms in Madison, New Jersey for total consideration of approximately $78 million. One Giralda Farms encompasses approximately 150,000 rentable square feet and Seven Giralda Farms encompasses approximately 203,000 rentable square feet. The Operating Partnership made these acquisitions through advances under its Credit Facility.
On March 16, 2005 a wholly owned subsidiary of the Operating Partnership advanced (i) $8,031,250 (the “5 Year Mezz Loan”) and (ii) $20,355,625 (the “7 Year Mezz Loan”) under two mezzanine loan agreements. The 5 Year Mezz Loan matures on April 11, 2010, bears interest at 9% per annum and is secured by indirect ownership interests in ten suburban office properties located in adjacent office parks in Long Island, New York, other guaranties, pledges and assurances. The 7 Year Mezz Loan matures on April 11, 2012, bears interest at 9% per annum and is secured by indirect ownership interests in twenty-two suburban office properties located in adjacent office parks in Long Island, New York, other guaranties, pledges and assurances. Each of these loans are pre-payable without penalty after 18 months. The Operating Partnership made these investments through a borrowing under the Credit Facility.
Financing and Equity Activities |
During 2004, the Operating Partnership paid cash distributions on its common units of approximately $1.70 per share.
In January 2004, the Company exercised its option to redeem 2.0 million shares, or 100% of its outstanding 8.85% Series B Convertible Cumulative Preferred Stock, with a stated value of $50 million, for approximately 1,958,000 shares of its common stock priced at $25.54 per share. In connection with the Company exercising its option to redeem the Series B Preferred Stock, the Operating Partnership redeemed its Series B preferred units with the Company for approximately 1,958,000 OP Units.
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In March 2004, the Company completed an equity offering of 5.5 million shares of its common stock raising approximately $149.5 million, net of an underwriting discount, or $27.18 per share. Net proceeds received from this transaction were used to repay outstanding borrowings under the Credit Facility, repay $100 million of the Operating Partnership’s 7.4% senior unsecured notes and for general purposes, including the redemption of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock (the “Series A preferred stock”).
On September 14, 2004, the Company completed an equity offering of 5.0 million shares of its common stock raising approximately $137.5 million, net of an underwriting discount, or $27.39 per share. Net proceeds received from this transaction were used to redeem the Company’s Series A preferred stock and for general purposes.
During September 2004, in connection with the Operating Partnership’s acquisition of 44 Whippany Road, a Class A office property located in Morristown, New Jersey, it issued approximately 34,000 OP Units to the sellers of the property which were priced at $28.70 per unit.
On December 14, 2004, the Company completed an equity offering of 4.5 million shares of its common stock raising approximately $148.1 million, net of an underwriting discount, or $32.90 per share. Net proceeds from this transaction were used to repay outstanding borrowings under the Credit Facility.
During 2004 and 2003, approximately 2.7 million shares and 59,000 shares, respectively, of the Company’s common stock was issued in connection with the exercise of outstanding options to purchase stock under its stock option plans resulting in proceeds to the Company of approximately $62.2 million and $1.0 million, respectively. Such proceeds were then contributed to the Operating Partnership in exchange for an equal number of OP Units.
The Board of Directors of the Company initially authorized the purchase of up to 5.0 million shares of the Company’s common stock. Transactions conducted on the New York Stock Exchange have been, and will continue to be, effected in accordance with the safe harbor provisions of the Securities Exchange Act of 1934 and may be terminated by the Company at any time. Since the Board’s initial authorization, the Company has purchased 3,318,600 shares of its common stock for an aggregate purchase price of approximately $71.3 million. In June 2004, the Board of Directors re-set the Company’s common stock repurchase program back to 5.0 million shares. No purchases were made during the year ended December 31, 2004.
The Company’s Series A preferred stock, aggregating 8,834,500 shares, was redeemable by the Company on or after April 13, 2004 at a price of $25.7625 per share with such price decreasing, at annual intervals, to $25.00 per share on April 13, 2008. In addition, the Series A preferred stock, at the option of the holder, was convertible at any time into the Company’s common stock at a price of $28.51 per share. On May 13, 2004, the Company purchased on the open market and retired 140,600 shares of the Series A preferred stock for approximately $3.4 million or $24.45 per share. During July 2004, the Company completed an exchange with a holder of 1,350,000 shares of the Series A preferred stock for 1,304,602 shares of common stock. During August 2004, the Company announced the redemption of 2,000,000 shares of its then outstanding shares of Series A preferred stock at a redemption price of $25.7625 per share plus accumulated and unpaid dividends. On September 20, 2004, the Company redeemed 1,841,905 of such shares for approximately $47.9 million, including accumulated and unpaid dividends. The remaining 158,095 shares of Series A preferred stock were exchanged into common stock of the Company at the election of the Series A preferred shareholders. During September 2004, the Company announced the redemption of all of its then outstanding shares of Series A preferred stock aggregating 5,343,900 shares at a redemption price of $25.7625 per share plus accumulated and unpaid dividends. On October 15, 2004, the Company redeemed 4,965,062 shares of Series A preferred stock for approximately $129.9 million, including accumulated and unpaid dividends. The remaining 378,838 shares of Series A preferred stock were exchanged into common stock of the Company, at the election of the Series A preferred shareholders. In connection with the Company purchasing and exchanging its Series A preferred stock, the Operating Partnership purchased and exchanged its Series A preferred units with the Company.
The Operating Partnership had issued and outstanding approximately 19,662 preferred units of limited partnership interest with a liquidation preference value of $1,000 per unit and an annualized distribution of
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$55.60 per unit (the “Preferred Units”). The Preferred Units were issued in 1998 in connection with the contribution of real property to the Operating Partnership. On April 12, 2004, the Operating Partnership redeemed approximately 3,081 Preferred Units, at the election of the holder, for approximately $3.1 million, including accrued and unpaid dividends, which was applied to amounts owed from the unit holder under the Other Notes. In addition, during July 2004, the holder of approximately 15,381 of the outstanding Preferred Units exercised his rights to exchange them into OP Units. The Operating Partnership converted the Preferred Units, including accrued and unpaid dividends, into approximately 531,000 OP Units, which were valued at approximately $14.7 million at the time of the conversion. Subsequent to the conversion, the OP Units were exchanged for an equal number of shares of the Company’s common stock. In connection with the July 2004 exchange and conversion, the preferred unit holder repaid to the Operating Partnership $15.9 million, including accrued interest, of the amounts owed from the preferred unit holder under the Other Notes. As of December 31, 2004, there remain 1,200 Preferred Units outstanding with a stated distribution rate of 7.0%, which is subject to reduction based upon terms of their initial issuance. The terms of the Preferred Units provide for this reduction in distribution rate in order to address the effect of certain mortgages with above market interest rates, which were assumed by the Operating Partnership in connection with properties contributed to the Operating Partnership in 1998.
On August 7, 2003, in connection with the Company’s acquisition of 1055 Washington Boulevard, a Class A office property located in Stamford, Connecticut, the Operating Partnership issued 465,845 Class C OP Units to the sellers of the property. The Class C OP Units receive an annual distribution of $1.87 per unit, which amount will increase or decrease pro-rata based upon changes in the dividend paid on the Company’s common stock.
On November 10, 2003, as partial consideration for the Disposition, the Operating Partnership redeemed and retired approximately 3.9 million OP Units valued at approximately $90.4 million or $23.00 per unit. In addition, during the year ended December 31, 2003, certain other limited partners exchanged approximately 258,000 OP Units for an equal number of shares of the Company’s common stock.
The Operating Partnership currently maintains its $500 million Credit Facility from JPMorgan Chase Bank, as administrative agent, Wells Fargo Bank, National Association as syndication agent and Citicorp North America, Inc. and Wachovia Bank, National Association as co-documentation agents. The Credit Facility matures in August 2007, contains options for a one-year extension subject to a fee of 25 basis points and, upon receiving additional lender commitments, increasing the maximum revolving credit amount to $750 million. In addition, borrowings under the Credit Facility are currently priced off LIBOR plus 90 basis points and the Credit Facility carries a facility fee of 20 basis points per annum. In the event of a change in the Operating Partnership’s senior unsecured credit ratings the interest rates and facility fee are subject to change. At December 31, 2004, the outstanding borrowings under the Credit Facility aggregated $235.5 million and carried a weighted average interest rate of 3.30% per annum.
The Operating Partnership utilizes the Credit Facility primarily to finance real estate investments, fund its real estate development activities and for working capital purposes. At December 31, 2004, the Operating Partnership had availability under the Credit Facility to borrow approximately an additional $263.3 million subject to compliance with certain financial covenants. Such amount is net of approximately $1.2 million in outstanding undrawn standby letters of credit, which are issued under the Credit Facility.
In connection with the acquisition of certain properties, contributing partners of such properties have provided guarantees on indebtedness of the Company. As a result, the Operating Partnership maintains certain outstanding balances on its Credit Facility.
On January 22, 2004, the Operating Partnership issued $150 million of seven-year 5.15% (5.196% effective rate) senior unsecured notes. Interest on the notes is payable semi-annually on January 15th and July 15th that commenced on July 15, 2004. Prior to the issuance of these notes, the Operating Partnership entered into several anticipatory interest rate hedge instruments to protect itself against potentially rising interest rates. At the time the notes were issued the Operating Partnership incurred a net cost of approximately $980,000 to settle these instruments. Such costs are being amortized to interest expense over the term of the notes. Net proceeds of approximately $148 million received from this issuance were used to repay outstanding borrowings under the Credit Facility and to invest in short-term liquid investments.
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On March 15, 2004, the Operating Partnership repaid $100 million of its 7.4% senior unsecured notes at maturity.
On August 9, 2004, the Operating Partnership borrowed $222.5 million under its Credit Facility and, along with cash-on-hand, paid off the $250 million balance of the mortgage debt on the property located at 1185 Avenue of the Americas in New York City.
On August 13, 2004, the Operating Partnership issued $150 million of 5.875% (5.989% effective yield) senior unsecured notes due August 15, 2014. Interest on the notes will be payable semi-annually on February 15th and August 15th, commencing February 15, 2005. Prior to the issuance of these notes, the Operating Partnership entered into several anticipatory interest rate hedge instruments to protect itself against potentially rising interest rates. At the time the notes were issued, these instruments were settled and the Operating Partnership received a net benefit of approximately $1.9 million. Such benefit is being amortized over the term of the notes to effectively reduce interest expense. The Operating Partnership used the net proceeds from this offering to repay a portion of the Credit Facility borrowings which were used to satisfy the outstanding mortgage debt on one of the Operating Partnership’s New York City properties.
On November 1, 2004, the Operating Partnership exercised its right to prepay the outstanding mortgage debt of approximately $99.6 million, without penalty, on the properties located at One Orlando Center in Orlando, Florida and 120 West 45th Street in New York City. The Operating Partnership borrowed under its Credit Facility to fund such repayment.
Capitalization |
The Company’s indebtedness at December 31, 2004 totaled approximately $1.4 billion (including its share of consolidated and unconsolidated joint venture debt and net of minority partners’ interests share of consolidated joint venture debt) and was comprised of $235.5 million outstanding under the Credit Facility, approximately $698.0 million of senior unsecured notes and approximately $477.9 million of mortgage indebtedness with a weighted average interest rate of approximately 7.42% and a weighted average maturity of approximately 3.9 years. Based on the Company’s total market capitalization of approximately $4.2 billion at December 31, 2004 (calculated based on the sum of (i) the market value of the Company’s common stock and OP Units, assuming conversion, (ii) the liquidation preference value of the Operating Partnership’s preferred units and (iii) the $1.4 billion of debt), the Company’s debt represented approximately 33.8% of its total market capitalization.
On October 16, 2000, the Company’s Board of Directors announced that it adopted a Shareholder Rights Plan designed to protect its shareholders from various abusive takeover tactics, including attempts to acquire control of the Company at an inadequate price, depriving its shareholders of the full value of their investment. The Operating Partnership has adopted a similar rights plan (the “Rights Plan”) which would be triggered in the event the Company’s Shareholders Rights Plan is triggered. The Rights Plan was not adopted in response to any known effort to acquire control of the Operating Partnership or the Company.
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Contractual Obligations and Commercial Commitments |
The following table sets forth the Operating Partnership’s significant consolidated debt obligations by scheduled principal cash flow payments and maturity date and its commercial commitments by scheduled maturity at December 31, 2004 (in thousands):
| Maturity Date |
||||||||||||||||||||||
| 2005 | 2006 | 2007 | 2008 | 2009 | Thereafter | Total | ||||||||||||||||
Mortgage notes payable (1) |
$ | 12,024 | $ | 11,485 | $ | 8,835 | $ | 7,705 | $ | 7,143 | $ | 7,049 | $ | 54,241 | ||||||||
Mortgage notes payable (2) (3) |
18,553 | 129,920 | 60,535 | — | 100,254 | 246,015 | 555,277 | |||||||||||||||
Senior unsecured notes |
— | — | 200,000 | — | 200,000 | 300,000 | 700,000 | |||||||||||||||
Unsecured credit facility |
— | — | 235,500 | — | — | — | 235,500 | |||||||||||||||
Land lease obligations (4) |
3,747 | 3,891 | 3,907 | 3,935 | 4,020 | 136,296 | 155,796 | |||||||||||||||
Air rights lease obligations |
362 | 362 | 362 | 362 | 362 | 3,618 | 5,428 | |||||||||||||||
Operating leases |
1,471 | 1,389 | 1,038 | 555 | 14 | — | 4,467 | |||||||||||||||
| $ | 36,157 | $ | 147,047 | $ | 510,177 | $ | 12,557 | $ | 311,793 | $ | 692,978 | $ | 1,710,709 | |||||||||
| (1) | Scheduled principal amortization payments. |
| (2) | Principal payments due at maturity. |
| (3) | In addition, the Operating Partnership has a 60% interest in an unconsolidated joint venture property, 520 White Plains Road, Tarrytown, New York. The Operating Partnership’s pro rata share of the mortgage debt at December 31, 2004 is approximately $7.3 million. This
mortgage note payable bears interest at 8.85% per annum and matures on September 1, 2005 at which time the Operating Partnership’s share of the mortgage debt will be approximately $6.9 million. |
| (4) | The Operating Partnership leases, pursuant to noncancellable operating leases, the land on which eleven of its buildings were constructed. The leases, certain of which contain renewal options at the direction of the Operating Partnership, expire between 2043 and 2090. The leases
either contain provisions for scheduled increases in the minimum rent at specified intervals or for adjustments to rent based upon the fair market value of the underlying land or other indices at specified intervals. Minimum ground rent is recognized on a straight-line basis over the
terms of the leases and includes lease renewals if reasonably assured that the Operating Partnership will exercise that option. |
Certain of the mortgage notes payable are guaranteed by certain limited partners in the Operating Partnership and/or the Company. In addition, consistent with customary practices in non-recourse lending, certain non-recourse mortgages may be recourse to the Company under certain limited circumstances including environmental issues and breaches of material representations.
As indicated above, on December 31, 2004, the Operating Partnership had approximately $1.4 billion of debt outstanding. During the years ended December 31, 2004 and 2003, the Operating Partnership incurred interest costs related to its debt, including capitalized interest and amortization of deferred finance costs, of approximately $109.9 million and $101.9 million, respectively. The Operating Partnership’s rental revenues are its principal source of funds along with its net cash provided by operating activities to meet these and future interest obligations.
At December 31, 2004, the Operating Partnership had approximately $1.2 million in outstanding undrawn standby letters of credit issued under the Credit Facility. In addition, approximately $42.9 million, or 7.0%, of the Operating Partnership’s mortgage debt is recourse to the Company.
Other Matters |
Seven of the Operating Partnership’s office properties, which were acquired by the issuance of OP Units, are subject to agreements limiting the Operating Partnership’s ability to transfer them prior to agreed upon dates without the consent of the limited partner who transferred the respective property to the Operating Partnership. In the event the Operating Partnership transfers any of these properties prior to the expiration of these limitations, the Operating Partnership may be required to make a payment relating to taxes incurred by the limited partner. These limitations expire between 2011 and 2013.
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Three of the Operating Partnership’s office properties that are held in joint ventures contain certain limitations on transfer. These limitations include requiring the consent of the joint venture partner to transfer a property prior to various specified dates, rights of first offer, and buy / sell provisions.
In November 2004, Donald J. Rechler tendered his resignation from the Company’s Board of Directors, including his position as non-executive Chairman, in order to pursue other interests. Also, in November 2004, Scott H. Rechler was appointed Chairman of the Board and the number of directors of the Board was decreased from nine to eight. The Company’s Board currently consists of seven independents, of which four were elected during 2004, and one insider. Mr. Peter Quick serves as the Lead Independent Director of the Board. In addition, each of the Audit, Compensation and Nominating and Governance Committees is comprised solely of independent directors.
In May 2003, the Company revised its policy with respect to compensation of its independent directors to provide that a substantial portion of the independent director’s compensation shall be in the form of common stock of the Company. Such common stock may not be sold until such time as the director is no longer a member of the Company’s Board.
Recently, the Company has taken certain additional actions to enhance its corporate governance policies. These actions included opting out of the Maryland Business Combination Statute, de-staggering the Board of Directors to provide that each director is subject to election by shareholders on an annual basis and modifying the Company’s “five or fewer” limitation on the ownership of its common stock so that such limitation may only be used to protect the Company’s REIT status and not for anti-takeover purposes.
The Company has also adopted a policy which requires that each independent director acquire and hold at least $100,000 of common stock of the Company excluding equity granted as Board compensation and a policy which requires that at least one independent director be rotated off the Board every three years.
A number of shareholder derivative actions have been commenced purportedly on behalf of the Company against the Board of Directors relating to the Disposition. The complaints allege, among other things, that the process by which the directors agreed to the transaction was not sufficiently independent of the Rechler family and did not involve a “market check” or third party auction process and, as a result, was not for adequate consideration. The plaintiffs seek similar relief, including a declaration that the directors violated their fiduciary duties and damages. On May 25, 2004, the Circuit Court for Baltimore City granted the Defendants’ motions to dismiss the three consolidated Maryland actions on the ground that the Plaintiffs in those actions had failed to make a pre-suit demand on the Board of Directors, or to allege facts showing that such a demand would have been futile. Final judgment was entered on June 8, 2004, and on June 30, 2004, the Plaintiffs in the Maryland actions filed a notice of appeal from that judgment to the Maryland Court of Special Appeals. The Company’s management believes that the complaints are without merit.
In July 2002, as a result of certain provisions of the Sarbanes-Oxley Act of 2002, the Company discontinued the use of stock loans in its LTIP. In connection with LTIP grants made prior to the enactment of the Sarbanes-Oxley Act of 2002, the Company made stock loans to certain executive and senior officers to purchase 487,500 shares of its common stock at market prices ranging from $18.44 per share to $27.13 per share. The stock loans were set to bear interest at the mid-term Applicable Federal Rate and were secured by the shares purchased. Such stock loans (including accrued interest) were scheduled to vest and be ratably forgiven each year on the anniversary of the grant date based upon vesting periods ranging from four to ten years based on continued service and in part on attaining certain annual performance measures. These stock loans had an initial aggregate weighted average vesting period of approximately nine years. As of December 31, 2004, and giving effect to the settlement of the employment contracts of certain former executive officers, there remains 222,429 shares of common stock subject to the original stock loans which are anticipated to vest between 2005 and 2011. Approximately $2.1 million and $3.1 million of compensation expense was recorded for the years ended December 31, 2004 and 2003, respectively, related to these LTIP grants. Such amounts have been included in marketing, general and administrative expenses on the Company’s consolidated statements of income.
The outstanding stock loan balances due from executive and senior officers aggregated approximately $4.7 million and $5.6 million at December 31, 2004 and December 31, 2003, respectively, and have been
50
included as a reduction of general partners’ capital on the Company’s consolidated balance sheets. Other outstanding loans to executive and senior officers at December 31, 2004 and December 31, 2003 amounted to approximately $2.7 million and $2.9 million, respectively, and are included in investments in affiliate loans and joint ventures on the Company’s consolidated balance sheets and are primarily related to tax payment advances on stock compensation awards and life insurance contracts made to certain executive and non-executive officers.
In November 2002 and March 2003, an award of rights was granted to certain executive officers of the Company (the “2002 Rights” and “2003 Rights”, respectively and collectively, the “Rights”). Each Right represents the right to receive, upon vesting, one share of common stock if shares are then available for grant under one of the Company’s stock option plans or, if shares are not so available, an amount of cash equivalent to the value of such stock on the vesting date. The 2002 Rights will vest in four equal annual installments which began on November 14, 2003 (and shall be fully vested on November 14, 2006). The 2003 Rights will be earned as of March 13, 2005 and will vest in three equal annual installments beginning on March 13, 2005 (and shall be fully vested on March 13, 2007). Dividends on the shares will be held by the Company until such shares become vested, and will be distributed thereafter to the applicable officer. The 2002 Rights also entitle the holder thereof to cash payments in respect of taxes payable by the holder resulting from the Rights. The 2002 Rights aggregate 62,835 shares of the Company’s common stock and the 2003 Rights aggregate 26,042 shares of common stock. As of December 31, 2004, and giving effect to the settlement of the employment contracts of certain former executive officers, there remains 31,417 shares of common stock related to the 2002 Rights and 26,040 shares of common stock related to the 2003 Rights. Approximately $403,000 and $855,000 of compensation expense was recorded for the years ended December 31, 2004 and 2003, respectively, related to the Rights. Such amounts have been included in marketing, general and administrative expenses on the Company’s consolidated statements of income.
In March 2003, the Company established a new LTIP for its executive and senior officers (the “2003 LTIP”). The four-year plan has a core award, which provides for annual stock based compensation based upon continued service and in part based on attaining certain annual performance measures. The plan also has a special outperformance component in the form of a bonus pool equal to 10% of the total return in excess of a 9% cumulative and compounded annual total return on the Company’s common equity for the period through the four-year anniversary after the date of grant (the “Special Outperformance Pool”). The aggregate amount payable to such officers from the Special Outperformance Pool is capped at an amount calculated based upon a total cumulative and compounded annual return on the common equity of 15%. An officer’s special outperformance award represents an allocation of the Special Outperformance Pool and will become vested on the fourth anniversary of the date of grant, provided that the officer remains in continuous employment with the Company or any of its affiliates until such date, and the Company has achieved on a cumulative and compounded basis, during the four fiscal years completed on the applicable anniversary date, a total return to holders of the common equity that (i) is at or above the 60th percentile of the total return to stockholders achieved by members of the peer group during the same period and (ii) equals at least 9% per annum. Special outperformance awards will be paid in cash; however, the Compensation Committee, in its sole discretion, may elect to pay such an award in shares of common stock, valued at the date of vesting, if shares are available at such time under any of the Company’s existing stock option plans. The LTIP provides that no dividends or dividend equivalent payments will accrue with respect to the special outperformance awards. On March 13, 2003, the Company made available 827,776 shares of its common stock under its existing stock option plans in connection with the core award of the 2003 LTIP for certain of its executive and senior officers. During May 2003, the special outperformance awards of the 2003 LTIP were amended to increase the per share base price above which the four year cumulative return is measured from $18.00 to $22.40. On March 13, 2004, the Company met its annual performance measure with respect to the prior annual period. As a result, the Company issued to the participants 206,944 shares of its common stock related to the core component of the 2003 LTIP.
The Board of Directors has approved an amendment to the 2003 LTIP to revise the peer group used to measure relative performance. The amendment eliminated the mixed office and industrial companies and added certain other “pure office” companies in order to revise the peer group to office sector companies. The Board has also approved the revision of the performance measurement dates for future vesting under the core
51
component of the 2003 LTIP from the anniversary of the date of grant to December 31st of each year. This was done in order to have the performance measurement coincide with the performance period that the Company believes many investors use to judge the performance of the Company.
On December 27, 2004, the Operating Partnership entered into definitive agreements with certain executive and senior officers of the Company to revise their incentive awards under the 2003 LTIP. The revised agreements provide for (i) the rescission of the unvested portion of their core awards and (ii) an award in exchange for the rescinded core awards of an equal number of units of a new class of limited partnership interests (“LTIP Units”) of the Operating Partnership.
Each executive and senior officer participating in the 2003 LTIP was offered the option to retain all or a portion of their core awards or to rescind them in exchange for new awards of LTIP Units. Effective December 27, 2004, certain executive and senior officers accepted such offer and thereby amended their Amended and Restated Long-Term Incentive Award Agreement to cancel, in the aggregate, 362,500 shares of restricted stock of the Company representing all or a portion of their unvested core award, and received an equal number of LTIP Units.
The revised awards under the 2003 LTIP were designed to provide the potential for executives to retain a greater equity interest in the Company by eliminating the need for executives to sell a portion of the core awards immediately upon vesting in order to satisfy personal income taxes which are due upon vesting under the original core awards.
The terms of each award of LTIP Units are substantially similar to those of the core awards. The vesting, performance hurdles and timing for vesting remain unchanged. However, an LTIP Unit represents an equity interest in the Operating Partnership, rather than the Company. At issuance, the LTIP Unit has no value but may over time accrete to a value equal to (but never greater than) the value of one share of common stock of the Company (a “REIT Share”). Initially, LTIP Units will not have full parity with OP Units with respect to liquidating distributions. Upon the occurrence of certain “triggering events,” the Operating Partnership will revalue its assets for the purpose of the capital accounts of its partners and any increase in valuation of the Operating Partnership’s assets from the date of the issuance of the LTIP Units through the “triggering event” will be allocated to the capital accounts of holders of LTIP Units until their capital accounts are equivalent to the capital accounts of holders of OP Units. If such equivalence is reached, LTIP Units would achieve full parity with OP Units for all purposes, and therefore accrete to an economic value equivalent to REIT Shares on a one-for-one basis. After two years from the date of grant, if such parity is reached, vested LTIP Units may be redeemed for cash in an amount equal to the then fair market value of an equal number of REIT Shares or converted into an equal number of OP Units, as determined by the Company’s Compensation Committee. However, there are circumstances under which such economic equivalence would not be reached. Until and unless such economic equivalence is reached, the value that the officers will realize for vested LTIP Units will be less than the value of an equal number of REIT Shares. In addition, unlike core awards (wherein dividends that accumulate during the 2003 LTIP are paid upon vesting), LTIP Units will receive the same quarterly distributions as OP Units on a current basis, thus providing full dividend equivalence with REIT Shares. At the scheduled March 2005 vesting date and assuming the specified performance hurdles are met, officers that received LTIP Units will receive a one-time cash payment that will represent payment of the full amount vested of the accrued unpaid dividends under the core award through the issuance date of the LTIP Units. In order to more closely replicate the terms of the core awards being rescinded, the Company also entered into agreements with three executive officers, which provide that in the event of a change of control the executive shall receive the equivalent value of one REIT Share for each LTIP Unit.
As of December 31, 2004 and giving effect to the settlement of the employment contracts of certain former executive officers and the cancellation by certain executive and senior officers of all or part of their core award to LTIP Units, there remains 258,332 shares of common stock reserved for future issuance under the core award of the 2003 LTIP. With respect to the core award of the 2003 LTIP, the Company recorded approximately $2.8 million and $2.6 million of compensation expense for the years ended December 31, 2004 and December 31, 2003, respectively. Such amounts have been included in marketing, general and administrative expenses on the Company’s consolidated statements of income. No provision has been made in
52
either 2004 or 2003 with respect to the Special Outperformance Pool of the 2003 LTIP due to the uncertainty of the outcome of achieving the requisite performance measures.
Off Balance Sheet Arrangements |
The Operating Partnership has no off balance sheet arrangements except for its 60% non-controlling interest in the 520 JV and its joint venture interest in RSVP. (for a more detailed description of these arrangements see “Overview and Background” of this Item 7)
Inflation |
The office leases generally provide for fixed base rent increases or indexed escalations. In addition, the office leases provide for separate escalations of real estate taxes, operating expenses and electric costs over a base amount. The industrial / R&D leases generally provide for fixed base rent increases, direct pass through of certain operating expenses and separate real estate tax escalations over a base amount. The Operating Partnership believes that inflationary increases in expenses will be mitigated by contractual rent increases and expense escalations described above. As a result of the impact of the events of September 11, 2001, the Operating Partnership has realized increased insurance costs, particularly relating to property and terrorism insurance, and security costs. The Operating Partnership has included these costs as part of its escalatable expenses and has billed them to its tenants consistent with the terms of the underlying leases and believes they are collectible. To the extent the Operating Partnership’s properties contain vacant space, the Operating Partnership will bear such inflationary increases in expenses.
The Credit Facility and the Mezz Note bear interest at variable rates, which will be influenced by changes in short-term interest rates, and are sensitive to inflation.
Funds From Operations |
Funds from Operations (“FFO”) is defined by the National Association of Real Estate Investment Trusts (“NAREIT”) as net income or loss, excluding gains or losses from sales of depreciable properties plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The Operating Partnership presents FFO because it considers it an important supplemental measure of the Operating Partnership’s operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. As a result, FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion of depreciation and amortization, providing perspective that may not necessarily be apparent from net income.
The Operating Partnership computes FFO in accordance with the standards established by NAREIT. FFO does not represent cash generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indicator of the Operating Partnership’s operating performance or as an alternative to cash flow as a measure of liquidity. Since all companies and analysts do not calculate FFO in a similar fashion, the Operating Partnership’s calculation of FFO presented herein may not be comparable to similarly titled measures as reported by other companies.
FFO for the years ended December 31, 2004 and 2003 includes gain from the sales of land and a build-to-suit transaction in the amount of $6.1 million and $18.8 million, respectively. For the year ended December 31, 2002, pursuant to the Operating Partnership’s adoption of FASB Statement No. 145, which addresses reporting for gains and losses from extinguishment of debt, the Operating Partnership has reduced previously reported FFO by approximately $2.6 million related to the write-off of certain deferred loan costs incurred in connection with the Operating Partnership’s refinancing of its debt. These costs were previously recorded as an extraordinary loss and therefore excluded from the Operating Partnership’s calculation of FFO.
53
The following table presents the Operating Partnership’s FFO calculation for the years ended December 31 (in thousands):
| 2004 | 2003 | 2002 | |||||||||
Income before minority interests, preferred distributions, equity in earnings of real estate joint ventures and service companies, gain on sales of real estate and discontinued operations
|
$ | 76,116 | $ | 49,394 | $ | 73,884 | |||||
Add:
|
|||||||||||
Equity in earnings of real estate joint ventures and service Companies |
603 | 30 | 1,113 | ||||||||
Gain on sales of real estate |
— | — | 537 | ||||||||
Discontinued operations (net of minority interests)
interest) |
15,060 | 146,157 | 26,457 | ||||||||
Less:
|
|||||||||||
Minority partners’ interests in consolidated partnerships |
18,507 | 16,857 | 17,653 | ||||||||
Redemption charges on Series A preferred units |
15,812 | — | — | ||||||||
Preferred distributions |
12,777 | 22,360 | 23,123 | ||||||||
Net income allocable to common unitholders
|
44,683 | 156,364 | 61,215 | ||||||||
Adjustments for basic Funds From Operations
|
|||||||||||
Add:
|
|||||||||||
Real estate depreciation and amortization |
107,945 | 101,435 | 96,909 | ||||||||
Minority partners’ interests in consolidated partnerships |
30,427 | 30,477 | 30,727 | ||||||||
Less:
|
|||||||||||
Gain on sales of depreciable real estate |
11,322 | 126,789 | 5,433 | ||||||||
Amounts distributable to minority partners’ in consolidated partnerships |
26,743 | 26,598 | 24,996 | ||||||||
Basic Funds From Operations |
$ | 144,990 | $ | 134,889 | $ | 158,422 | |||||
Weighted Average Shares/OP Units outstanding (1) |
72,430 | 64,884 | 67,180 | ||||||||
| (1) | Assumes conversion of limited partnership units of the Operating Partnership. |
Item 7(A). Quantitative and Qualitative Disclosures about Market Risk |
The primary market risk facing the Operating Partnership is interest rate risk on its long-term debt and notes receivable. The Operating Partnership will, when advantageous, hedge its interest rate risk using financial instruments. The Operating Partnership is not subject to foreign currency risk.
The Operating Partnership manages its exposure to interest rate risk on its variable rate indebtedness by borrowing on a short-term basis under its Credit Facility until such time as it is able to retire the short-term variable rate debt with either a long-term fixed rate unsecured debt offering, equity offerings or through sales or partial sales of assets.
The Operating Partnership will recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges will be adjusted to fair value through income. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. On March 19, 2004, the Operating Partnership entered into two anticipatory interest rate hedge instruments which were scheduled to coincide with an August 2004 debt maturity, totaling $100 million, to protect itself against potentially rising interest rates. On August 13, 2004, the Operating Partnership issued $150 million of senior unsecured notes due August 15, 2014 and simultaneously settled certain interest rate hedge instruments resulting in a net
54
benefit to the Operating Partnership of approximately $1.9 million. Such benefit is being amortized against interest expense over the term of the notes to effectively reduce interest expense.
The fair market value (“FMV”) of the Operating Partnership’s long term debt and notes receivable is estimated based on discounting future cash flows at interest rates that management believes reflect the risks associated with long term debt and notes receivable of similar risk and duration.
The following table sets forth the Operating Partnership’s long-term debt obligations by scheduled principal cash flow payments and maturity date, weighted average interest rates and estimated FMV at December 31, 2004 (dollars in thousands):
| For the Year Ended December 31 |
|||||||||||||||||||||||||
| 2005 | 2006 | 2007 | 2008 | 2009 | Thereafter | Total (1) | FMV | ||||||||||||||||||
Long term debt: |
|||||||||||||||||||||||||
Fixed rate |
$ | 30,577 | $ | 141,405 | $ | 269,370 | $ | 7,705 | $ | 307,397 | $ | 553,064 | $ | 1,309,518 | $ | 1,399,407 | |||||||||
Weighted average interest rate |
6.90 | % | 7.38 | % | 7.14 | % | 7.35 | % | 7.73 | % | 6.19 | % | 6.90 | % | |||||||||||
Variable rate |
$ | — | $ | — | $ | 235,500 | $ | — | $ | — | $ | — | $ | 235,500 | $ | 235,500 | |||||||||
Weighted average interest rate |
3.30 | % | 3.30 | % | |||||||||||||||||||||
| (1) | Includes aggregate unamortized issuance discounts of approximately $2.0 million on the senior unsecured notes which are due at maturity. |
In addition, the Operating Partnership has assessed the market risk for its variable rate debt, which is based upon LIBOR, and believes that a one percent increase in the LIBOR rate would have an approximate $2.4 million annual increase in interest expense based on $235.5 million of variable rate debt outstanding at December 31, 2004.
The following table sets forth the Operating Partnership’s notes receivable by scheduled maturity date, weighted average interest rates and estimated FMV at December 31, 2004 (dollars in thousands):
| For the Year Ended December 31 |
|||||||||||||||||||||||||
| 2005 | 2006 | 2007 | 2008 | 2009 | Thereafter | Total (1) | FMV | ||||||||||||||||||
Notes receivable: |
|||||||||||||||||||||||||
Fixed rate |
$ | 36,500 | $ | — | $ | 16,990 | $ | — | $ | — | $ | 1,000 | $ | 54,490 | $ | 55,330 | |||||||||
Weighted average interest rate |
9.21 | % | 12.00 | % | 10.50 | % | 10.10 | % | |||||||||||||||||
Variable rate |
$ | 27,592 | $ | — | $ — | $ | — | $ | 500 | $ | — | $ | 28,092 | $ | 28,092 | ||||||||||
Weighted average Interest rate |
13.50 | % | 3.23 | % | 13.32 | % | |||||||||||||||||||
| (1) | Excludes interest receivables aggregating approximately $3.3 million. |
| Item 8. | Financial Statements and Supplementary Data |
The response to this item is included in a separate section of this Form 10-K.
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 9a. Controls and Procedures |
Evaluation of Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is reported within the time periods specified in the SEC’s rules and forms. In this regard, the Company has formed a Disclosure Committee currently comprised of all of the Company’s executive officers as well as certain other members of senior management with knowledge of information that may be considered in the SEC reporting process. The Committee has responsibility for the development and assessment of the financial and non-financial information to be included in the reports filed by the Company
55
with the SEC and supports the Company’s Chief Executive Officer and Chief Financial Officer in connection with their certifications contained in the Company’s SEC reports. The Committee meets regularly and reports to the Audit Committee on a quarterly or more frequent basis. Our Chief Executive Officer and Chief Financial Officer have evaluated, with the participation of the Company’s senior management, our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting is included in Part IV, item 15(a) of this Form 10-K.
Item 9b. Other information |
None.
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PART III
Items 10, 11, 12, 13 and 14. |
The Company is the sole managing partner of the Operating Partnership. All of the Company’s business is conducted through the Operating Partnership. As a result, the information required by items 10, 11, 12, 13 and 14 is identical to the information contained in Items 10, 11, 12, 13 and 14 of the Company’s Form 10-K, which incorporates by reference information appearing in the Company’s Proxy Statement furnished to shareholders in connection with the Company’s 2005 Annual Meeting. Such information is incorporated by reference in this Form 10-K.
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PART IV
Item 15. Exhibits and Financial Statement Schedules |
(a)(1 and 2) Financial Statement Schedules
The following consolidated financial information is included as a separate section of this annual report on Form 10-K:
| Page | ||||
Reckson Operating Partnership, L.P. |
||||
Management’s Report on Internal Control Over Financial Reporting |
64 | |||
Reports of Independent Registered Public Accounting Firm |
65 - 66 | |||
Consolidated Balance Sheets as of December 31, 2004 and December 31, 2003 |
67 | |||
Consolidated Statements of Income for the years ended December 31, 2004, 2003, and 2002 |
68 | |||
Consolidated Statements of Partners’ Capital for the years ended December 31, 2004, 2003, and 2002 |
69 | |||
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003, and 2002. |
70 | |||
Notes to Consolidated Financial Statements |
71 - 101 | |||
Schedule III — Real Estate and Accumulated Depreciation |
S-1 - S-6 | |||
All other schedules are omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements and notes thereto.
(3) Exhibits
Exhibit Number |
Filing Reference |
Description |
|||
3.1 |
a | Amended and Restated Agreement of Limited Partnership of the Registrant | |||
3.2 |
e | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing Series A Preferred Units of Limited Partnership Interest | |||
3.3 |
e | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing Series B Preferred Units of Limited Partnership Interest | |||
3.4 |
e | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing Series C Preferred Units of Limited Partnership Interest | |||
3.5 |
e | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing Series D Preferred Units of Limited Partnership Interest | |||
3.6 |
h | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing Series B Common Units of Limited Partnership Interest |
58
Exhibit Number |
Filing Reference |
Description |
|||
3.7 |
h | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing Series E Preferred Partnership Units of Limited Partnership Interest | |||
3.8 |
j | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing the Series F Junior Participating Preferred Partnership Units | |||
3.9 |
r | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing the Series C Common Units of Limited Partnership Interest | |||
3.10 |
k | Supplement to the Amended and Restated Agreement of Limited Partnership of the Registrant Establishing LTIP Units of Limited Partnership Interest | |||
4.1 |
f | Form of 7.75% Notes due 2009 of the Registrant | |||
4.2 |
f | Indenture, dated March 26, 1999, among the Registrant, the Company, and The Bank of New York, as trustee | |||
4.3 |
i | Rights Agreement, dated as of October 13, 2000, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent, which includes, as Exhibit A thereto, the Form of Articles Supplementary, as Exhibit B thereto, the Form of Right Certificate, and as Exhibit C thereto, the Summary of Rights to Purchase Preferred Shares | |||
4.4 |
n | Form of 6.00% Notes due 2007 of the Registrant | |||
4.5 |
d | Note Purchase Agreement for the Senior Unsecured Notes due 2007 | |||
4.6 |
s | Form of 5.15% Notes due 2011 of the Registrant | |||
4.7 |
v | Form of 5.875% Notes due 2014 of the Registrant | |||
10.1 |
d | Third Amended and Restated Agreement of Limited Partnership of Omni Partners, L.P. | |||
10.2 |
i | Amendment and Restatement of Employment and Noncompetition Agreement, dated as of August 15, 2000, between the Company and Scott Rechler | |||
10.3 |
i | Amendment and Restatement of Employment and Noncompetition Agreement, dated as of August 15, 2000, between the Company and Michael Maturo | |||
10.4 |
i | Amendment and Restatement of Employment and Noncompetition Agreement, dated as of August 15, 2000, between the Company and Jason Barnett | |||
10.5 |
t | Employment and Noncompetition Agreement, dated as of July 16, 2001, between the Company and F.D. Rich | |||
10.6 |
t | Employment and Noncompetition Agreement, dated as of November 20, 2002, among the Company, Metropolitan Partners LLC and Philip Waterman III | |||
10.7 |
a | Purchase Option Agreement relating to 225 Broadhollow Road | |||
10.8 |
q | Amended and Restated 1995 Stock Option Plan | |||
10.9 |
c | 1996 Employee Stock Option Plan | |||
10.10 |
b | Ground Leases for certain of the properties | |||
10.11 |
r | Amended and Restated 1997 Stock Option Plan | |||
10.12 |
d | 1998 Stock Option Plan | |||
10.13 |
i | Amendment and Restatement of Severance Agreement, dated as of August 15, 2000, between the Company and Scott Rechler |
59
Exhibit Number |
Filing Reference |
Description |
|||
10.14 |
i | Amendment and Restatement of Severance Agreement, dated as of August 15, 2000, between the Company and Michael Maturo | |||
10.15 |
i | Amendment and Restatement of Severance Agreement, dated as of August 15, 2000, between the Company and Jason Barnett | |||
10.16 |
l | Loan Agreement, dated as of June 1, 2001, between 1350 LLC, as Borrower, and Secore Financial Corporation, as Lender | |||
10.17 |
l | Loan Agreement, dated as of July 18, 2001, between Metropolitan 919 3rd Avenue, LLC, as Borrower, and Secore Financial Corporation, as Lender | |||
10.18 |
i | Operating Agreement dated as of September 28, 2000 between Reckson Tri-State Member LLC (together with its permitted successors and assigns) and TIAA Tri-State LLC | |||
10.19 |
j | Agreement of Spreader, Consolidation and Modification of Mortgage Security Agreement among Metropolitan 810 7th Ave., LLC, 100 Wall Company LLC and Monumental Life Insurance Company | |||
10.20 |
j | Consolidated, Amended and Restated Secured Promissory Note relating to Metropolitan 810 7th Ave., LLC and 100 Wall Company LLC | |||
10.21 |
m | Amended and Restated Operating Agreement of 919 JV LLC | |||
10.22 |
q | Amended and Restated 2002 Stock Option Plan | |||
10.23 |
g | Indemnification Agreement, dated as of May 23, 2002, between the Company and Scott H. Rechler* | |||
10.24 |
o | Second Amended and Restated Credit Agreement, dated as of December 30, 2002, among the Registrant, the institutions from time to time party thereto as Lenders and JPMorgan Chase Bank, as Administrative Agent | |||
10.25 |
o | Form of Guarantee Agreement to the Second Amended and Restated Credit Agreement, between and among the Registrant, the institutions from time to time party thereto as Lenders and JPMorgan Chase Bank, as Administrative Agent | |||
10.26 |
o | Form of Promissory Note to the Second Amended and Restated Credit Agreement, between and among the Registrant, the institutions from time to time party thereto as Lenders and JPMorgan Chase Bank, as Administrative Agent | |||
10.27 |
o | First Amendment to Second Amended and Restated Credit Agreement, dated as of January 24, 2003, among the Registrant, JPMorgan Chase Bank, as Administrative Agent for the institutions from time to time party thereto as Lenders and Key Bank, N.A., as New Lender | |||
10.28 |
p | Award
Agreement, dated November 14, 2002, between the Company and Scott H.
Rechler*** |
|||
10.29 |
p | Award
Agreement, dated March 13, 2003, between the Company and Scott H. Rechler**** |
|||
10.30 |
r | Redemption Agreement, dated as of September 10, 2003, by and among the Registrant, Reckson FS Limited Partnership and Rechler Equity Partners I LLC, as transferee | |||
10.31 |
r | Property Sale Agreement, dated as of September 10, 2003, by and among the Registrant, Reckson FS Limited Partnership, RCG Kennedy Drive LLC and Rechler Equity Partners II LLC | |||
10.32 |
r | Transition Agreement, dated as of September 10, 2003, by and between the Company, the Registrant and Donald Rechler |
60
Exhibit Number |
Filing Reference |
Description |
|||
10.33 |
r | Transition Agreement, dated as of September 10, 2003, by and between the Company, the Registrant and Roger Rechler | |||
10.34 |
r | Transition Agreement, dated as of September 10, 2003, by and between the Company, the Registrant and Mitchell Rechler | |||
10.35 |
r | Transition Agreement, dated as of September 10, 2003, by and between the Company, the Registrant and Gregg Rechler | |||
10.36 |
r | Amendment Agreement, dated as of September 10, 2003, by and between the Company, the Registrant and Scott Rechler | |||
10.37 |
r | Purchase and Sale Agreement, dated as of November 10, 2003, between Reckson 1185 Avenue of the Americas LLC and 1185 Sixth LLC | |||
10.38 |
u | Third Amended and Restated Credit Agreement, dated August 6, 2004, between the Registrant, as Borrower, and the Institutions from Time to Time Party Thereto | |||
10.39 |
g | Amended and Restated Long-Term Incentive Award Agreement, dated as of May 28, 2003, between the Company and Scott H. Rechler** | |||
10.40 |
k | Form of First Amendment to Amended and Restated Long-Term Incentive Award Agreement | |||
10.41 |
k | Form of Reckson Associates Realty Corp. Long-Term Incentive Plan OP Unit Award Agreement | |||
10.42 |
k | Form of Reckson Associates Realty Corp. Change-in-Control Agreement | |||
12.1 |
Statement of Ratios of Earnings to Fixed Charges | ||||
14.1 |
t | Reckson Associates Realty Corp. Code of Ethics and Business Conduct | |||
21.1 |
Statement of Subsidiaries | ||||
23.1 |
Consent of Independent Registered Public Accounting Firm | ||||
24.1 |
Power of Attorney (included in Part IV of the Form 10-K) | ||||
31.1 |
Certification of Scott H. Rechler, Chief Executive Officer and President of the Company, the sole general partner of the Registrant, pursuant to Rule 13a– 14(a) or Rule 15(d)– 14(a) | ||||
31.2 |
Certification of Michael Maturo, Executive Vice President, Treasurer and Chief Financial Officer of the Company, the sole general partner of the Registrant, pursuant to Rule 13a–14(a) or Rule 15(d)–14(a) | ||||
32.1 |
Certification of Scott H. Rechler, Chief Executive Officer and President of the Company, the sole general partner of the Registrant, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | ||||
32.2 |
Certification of Michael Maturo, Executive Vice President, Treasurer and Chief Financial Officer of the Company, the sole general partner of the Registrant, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | ||||
| (a) | Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-11 (No. 333-1280) and incorporated herein by reference. |
| (b) | Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-11 (No. 33-84324) and incorporated herein by reference. |
| (c) | Previously filed as an exhibit to the Company’s Form 8-K report filed with the SEC on November 25, 1996 and incorporated herein by reference. |
| (d) | Previously filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 26, 1998 and incorporated herein by reference. |
| (e) | Previously filed as an exhibit to the Company’s Form 8-K report filed with the SEC on March 1, 1999 and incorporated herein by reference. |
61
| (f) | Previously filed as an exhibit to the Registrant’s Form 8-K filed with SEC on March 26, 1999 and incorporated herein by reference. |
| (g) | Previously filed as an exhibit to the Company’s Form 10-K filed on March 14, 2005 and incorporated herein by reference. |
| (h) | Previously filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 17, 2000 and incorporated herein by reference. |
| (i) | Previously filed as an exhibit to the Registrant’s Form 8-K filed with the SEC on October 17, 2000 and incorporated herein by reference. |
| (j) | Previously filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 21, 2001 and incorporated herein by reference. |
| (k) | Previously filed as an exhibit to the Registrant’s Form 8-K filed with the SEC on December 29, 2004 and incorporated herein by reference. |
| (l) | Previously filed as an exhibit to the Registrant’s Form 10-Q filed with the SEC on August 14, 2001 and incorporated herein by reference. |
| (m) | Previously filed as an exhibit to the Registrant’s Form 8-K filed with the SEC on January 8, 2002 and incorporated herein by reference. |
| (n) | Previously filed as an exhibit to the Registrant’s Form 8-K filed with the SEC on June 18, 2002 and incorporated herein by reference. |
| (o) | Previously filed as an exhibit to the Registrant’s Current Report on 8-K filed with the SEC on January 27, 2003 and incorporated herein by reference. |
| (p) | Previously filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 24, 2003 and incorporated herein by reference. |
| (q) | Previously filed as an exhibit to the Company’s Form 10-Q filed with the SEC on August 13, 2003 and incorporated herein by reference. |
| (r) | Previously filed as an exhibit to the Registrant’s Form 8-K filed with the SEC on September 18, 2003 and incorporated herein by reference. |
| (s) | Previously filed as an exhibit to the Registrant’s Form 8-K filed on January 21, 2004 and incorporated herein by reference. |
| (t) | Previously filed as an exhibit to the Company’s Form 10-K file with the SEC on March 9, 2004 and incorporated herein by reference. |
| (u) | Previously filed as an exhibit to the Company’s Form 10-Q filed with the SEC on August 9, 2004 and incorporated herein by reference. |
| (v) | Previously filed as an exhibit to the Registrant’s Form 8-K filed with the SEC on August 12, 2004 and incorporated herein by reference. |
| * | Each of Michael Maturo, Jason M. Barnett and Lewis S. Ranieri has entered into an Indemnification Agreement with the Registrant, dated as of May 23, 2002. Each of Ronald H. Menaker and Peter Quick has entered into an Indemnification Agreement with the Registrant
dated as of May 1, 2002. Each of Douglas Crocker and Stanley Steinberg has entered into an Indemnification Agreement with the Registrant dated as of February 5, 2004. Elizabeth McCaul has entered into an Indemnification Agreement with the Registrant dated as of
February 25, 2004 and John Ruffle has entered into an Indemnification Agreement with the Registrant dated as of March 30, 2004. These Agreements are identical in all material respects to the Indemnification Agreement for Scott H. Rechler incorporated by reference herein. |
| ** | Each of Michael Maturo and Jason M. Barnett has entered into an Amended and Restated Long-Term Incentive Award Agreement with the Registrant, dated as of May 28, 2003. These Agreements are identical in all material respects to the Amended and Restated Long-Term
Incentive Award Agreement for Scott H. Rechler incorporated by reference herein. |
| *** | Michael Maturo has been awarded certain rights to shares of common stock of the Registrant, pursuant to an Award Agreement dated November 14, 2002. This Agreement is identical in all material respects to the Agreement for Scott H. Rechler incorporated by reference
herein, except that Michael Maturo received rights to 27,588 shares. |
| **** | Each of Michael Maturo and Jason M. Barnett has been awarded certain rights to shares of common stock of the Registrant pursuant to Award Agreements dated March 13, 2003. These Agreements are identical in all material respects to the Agreement for Scott H. Rechler
incorporated by reference herein. |
62
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 9, 2005.
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.
By: /s/ Scott H. Rechler
Scott H. Rechler,
Chairman of the Board,
Chief Executive Officer, President and Director
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Reckson Associates Realty Corp., the corporate general partner of the Registrant, hereby severally constitute and appoint Scott H. Rechler and Michael Maturo, and each of them singly, our true and lawful attorneys-in-fact with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Reckson Operating Partnership, L.P. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 9, 2005.
Signature |
Title | ||
/s/ Scott H. Rechler Scott H. Rechler |
Chairman of the Board, Chief Executive Officer, President and Director | ||
/s/ Michael Maturo Michael Maturo |
Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
/s/ Peter Quick Peter Quick |
Lead Independent Director | ||
/s/ Ronald Menaker Ronald Menaker |
Director | ||
/s/ Lewis S. Ranieri Lewis S. Ranieri |
Director | ||
/s/ Douglas Crocker III Douglas Crocker III |
Director | ||
/s/ John Ruffle John Ruffle |
Director | ||
/s/ Stanley Steinberg Stanley Steinberg |
Director | ||
/s/ Elizabeth McCaul Elizabeth McCaul |
Director |
63
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Reckson Operating Partnership, L.P. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2004. Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.
64
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Reckson Operating Partnership, L.P. |
We have audited the accompanying consolidated balance sheets of Reckson Operating Partnership, L.P. as of December 31, 2004 and 2003, and the related consolidated statements of income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Reckson Operating Partnership, L.P. at December 31, 2004 and 2003, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Reckson Operating Partnership, L.P.’s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 22, 2005 expressed an unqualified opinion thereon.
Ernst & Young LLP
New York, New York
March 22, 2005
65
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Reckson Operating Partnership, L.P. |
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Reckson Operating Partnership, L.P. maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Reckson Operating Partnership, L.P.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Reckson Operating Partnership, L.P. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Reckson Operating Partnership, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based onthe COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2004 consolidated financial statements of Reckson Operating Partnership, L.P. and our report dated March 22, 2005 expressed an unqualified opinion thereon.
Ernst & Young LLP
New York, New York
March 22, 2005
66
RECKSON OPERATING PARTNERSHIP, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit amounts)
| December 31, | |||||||
| 2004 | 2003 | ||||||
Assets |
|||||||
Commercial real estate properties, at cost: (Notes 2, 3, 5 and 6) |
|||||||
Land |
$ | 401,350 | $ | 370,942 | |||
Buildings and improvements |
2,681,742 | 2,183,055 | |||||
Developments in progress: |
|||||||
Land |
90,609 | 89,045 | |||||
Development costs |
21,363 | 46,770 | |||||
Furniture, fixtures and equipment |
12,083 | 11,338 | |||||
| 3,207,147 | 2,701,150 | ||||||
Less accumulated depreciation |
(560,307 | ) | (457,492 | ) | |||
Investments in real estate, net of accumulated depreciation |
2,646,840 | 2,243,658 | |||||
Properties and related assets held for sale, net of accumulated depreciation (Note 6) |
56,205 | 107,340 | |||||
Investment in a real estate joint venture (Note 6) |
6,657 | 5,904 | |||||
Investment in notes receivable (Note 6) |
85,855 | 54,986 | |||||
Cash and cash equivalents |
25,137 | 23,013 | |||||
Tenant receivables |
9,532 | 11,724 | |||||
Investments in affiliate loans and joint ventures (Note 8) |
65,186 | 75,544 | |||||
Deferred rents receivable |
132,251 | 111,267 | |||||
Prepaid expenses and other assets |
63,536 | 34,005 | |||||
Contract and land deposits and pre-acquisition costs |
121 | 20,203 | |||||
Deferred leasing and loan costs, net of accumulated amortization of $67,499 and $55,177, respectively |
80,046 | 63,036 | |||||
Total Assets |
$ | 3,171,366 | $ | 2,750,680 | |||
Liabilities |
|||||||
Mortgage notes payable (Note 2) |
$ | 609,518 | $ | 721,635 | |||
Liabilities associated with properties held for sale (Note 6) |
785 | 1,874 | |||||
Unsecured credit facility (Note 3) |
235,500 | 169,000 | |||||
Senior unsecured notes (Note 4) |
697,974 | 499,445 | |||||
Accrued expenses and other liabilities |
69,736 | 65,511 | |||||
Deferred revenues and tenant security deposits (Note 6) |
50,373 | 23,975 | |||||
Dividends and distributions payable |
35,924 | 28,290 | |||||
Total Liabilities |
1,699,810 | 1,509,730 | |||||
Minority partners’ interests in consolidated partnerships |
210,678 | 232,570 | |||||
Commitments and contingencies (Notes 10 and 13) |
— | — | |||||
Partners’ Capital (Note 7) |
|||||||
Preferred capital 1,200 and 10,854,162 units outstanding, respectively |
1,200 | 281,690 | |||||
General Partners’ Capital: |
|||||||
Class A common units, 80,618,339 and 58,275,367 units outstanding, respectively |
1,206,447 | 682,172 | |||||
Limited Partners’ Capital: |
|||||||
Class A common units, 3,093,341 and 3,084,713 units issued and outstanding, respectively |
46,450 | 38,613 | |||||
Class C common units, 465,845 units issued and outstanding |
6,781 | 5,905 | |||||
Total Partners’ Capital |
1,260,878 | 1,008,380 | |||||
Total Liabilities and Partners’ Capital |
$ | 3,171,366 | $ | 2,750,680 | |||
(see accompanying notes to financial statements)
67
RECKSON OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except unit amounts)
| For the Year Ended December 31, | ||||||||||
| 2004 | 2003 | 2002 | ||||||||
Property operating revenues (Note 10): |
||||||||||
Base Rents |
$ | 440,953 | $ | 371,019 | $ | 380,277 | ||||
Tenant escalations and reimbursements |
73,862 | 58,900 | 54,003 | |||||||
Total property operating revenues |
514,815 | 429,919 | 434,280 | |||||||
Operating Expenses: |
||||||||||
Property operating expenses |
208,754 | 174,017 | 157,330 | |||||||
Marketing, general and administrative |
30,879 | 32,310 | 28,680 | |||||||
Depreciation and amortization |
116,480 | 102,502 | 94,806 | |||||||
Total operating expenses |
356,113 | 308,829 | 280,816 | |||||||
Operating income |
158,702 | 121,090 | 153,464 | |||||||
Non-operating income and expenses: |
||||||||||
Interest income on notes receivable (including $1,816, $3,865 and $4,287, respectively from related parties) |
7,129 | 6,568 | 6,279 | |||||||
Investment and other income (including $0, $0 and $85, respectively from related parties) |
12,157 | 17,838 | 786 | |||||||
Interest: |
||||||||||
Expense |
(98,050 | ) | (81,185 | ) | (79,583 | ) | ||||
Amortization of deferred financing costs |
(3,822 | ) | (3,337 | ) | (7,062 | ) | ||||
Restructuring charges – net (Note 7) |
— | (11,580 | ) | — | ||||||
Total non-operating income and expenses |
(82,586 | ) | (71,696 | ) | (79,580 | ) | ||||
Income before minority interests, preferred distributions, equity in earnings of real estate joint ventures and service companies, gain on sales of real estate and discontinued operations |
76,116 | 49,394 | 73,884 | |||||||
Minority partners’ interests in consolidated partnerships |
(18,507 | ) | (16,857 | ) | (17,653 | ) | ||||
Equity in earnings of real estate joint ventures and service companies (including $0, $0 and $465, respectively from related parties) |
603 | 30 | 1,113 | |||||||
Gain on sales of real estate |
— | — | 537 | |||||||
Income before discontinued operations and preferred distributions |
58,212 | 32,567 | 57,881 | |||||||
Discontinued operations (net of minority interests): |
||||||||||
Income from discontinued operations |
2,636 | 19,368 | 21,562 | |||||||
Gain on sales of real estate |
12,424 | 126,789 | 4,895 | |||||||
Net Income |
73,272 | 178,724 | 84,338 | |||||||
Preferred distributions |
(12,777 | ) | (22,360 | ) | (23,123 | ) | ||||
Redemption charges on Series A preferred units |
(15,812 | ) | — | — | ||||||
Net income allocable to common unitholders |
$ | 44,683 | $ | 156,364 | $ | 61,215 | ||||
Net income allocable to: |
||||||||||
Common unit holders |
$ | 44,356 | $ | 137,996 | $ | 48,286 | ||||
Class B common unit holders |
— | 17,288 | 12,929 | |||||||
Class C common unit holders |
327 | 1,080 | — | |||||||
Total |
$ | 44,683 | $ | 156,364 | $ | 61,215 | ||||
Net income per weighted average common units: |
||||||||||
Income from continuing operations |
$ | .41 | $ | .13 | $ | .47 | ||||
Gain on sales of real estate |
— | — | .01 | |||||||
Discontinued operations |
.21 | 2.34 | .37 | |||||||
Basic net income per common unit |
$ | .62 | $ | 2.47 | $ | .85 | ||||
Class B common – income from continuing operations |
$ | — | $ | .32 | $ | .72 | ||||
Gain on sales of real estate |
— | — | .01 | |||||||
Discontinued operations |
— | 1.62 | .55 | |||||||
Basic net income per Class B common unit |
$ | — | $ | 1.94 | $ | 1.28 | ||||
Class C common – income from continuing operations |
$ | .46 | $ | .04 | $ | — | ||||
Discontinued operations |
.24 | 5.70 | — | |||||||
Basic net income per Class C common unit |
$ | .70 | $ | 5.74 | $ | — | ||||
Weighted average common units outstanding: |
||||||||||
Common units |
71,964,000 | 55,786,000 | 57,059,000 | |||||||
Class B common units |
— | 8,910,000 | 10,122,000 | |||||||
Class C common units |
466,000 | 188,000 | — | |||||||
(see accompanying notes to financial statements)
68
RECKSON OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(in thousands)
| General Partners’ Capital | Limited Partners’ Capital | ||||||||||||||||||
| Preferred Capital |
Class B Common units |
Class A Common units |
Class A Common units |
Class C Common units |
Total Partners’ Capital |
||||||||||||||
Balance January 1, 2002 |
$ | 301,573 | $ | 231,428 | $ | 551,417 | $ | 81,887 | $ | — | $ | 1,166,305 | |||||||
Net income |
— | 12,929 | 41,604 | 6,682 | — | 61,215 | |||||||||||||
Contributions |
— | — | 26,227 | 2,473 | — | 28,700 | |||||||||||||
Distributions |
— | (26,250 | ) | (84,365 | ) | (12,449 | ) | — | (123,064 | ) | |||||||||
Retirement/redemption of units (Note 7) |
(19,883 | ) | (8,432 | ) | (56,762 | ) | (7,173 | ) | — | (92,250 | ) | ||||||||
Balance December 31, 2002 |
281,690 | 209,675 | 478,121 | 71,420 | — | 1,040,906 | |||||||||||||
Net income |
— | 17,288 | 124,966 | 13,030 | 1,080 | 156,364 | |||||||||||||
Contributions |
— | — | 17,602 | — | — | 17,602 | |||||||||||||
Issuance of units |
— | — | 203,833 | 6,008 | 5,172 | 215,013 | |||||||||||||
Distributions |
— | (23,130 | ) | (83,367 | ) | (11,656 | ) | (347 | ) | (118,500 | ) | ||||||||
Retirement / redemption of units (Note 7) |
— | (203,833 | ) | (58,983 | ) | (40,189 | ) | — | (303,005 | ) | |||||||||
Balance December 31, 2003 |
281,690 | — | 682,172 | 38,613 | 5,905 | 1,008,380 | |||||||||||||
Net income |
— | — | 42,380 | 1,976 | 327 | 44,683 | |||||||||||||
Contributions |
— | — | 486,295 | 13,927 | 2,095 | 502,317 | |||||||||||||
Distributions |
— | — | (123,994 | ) | (5,269 | ) | (869 | ) | (130,132 | ) | |||||||||
Issuance of units |
— | — | 119,594 | 16,521 | — | 136,115 | |||||||||||||
Retirement/redemption of units (Note 7) |
(280,490 | ) | — | — | (19,318 | ) | (677 | ) | (300,485 | ) | |||||||||
Balance December 31, 2004 |
$ | 1,200 | $ | — | $ | 1,206,447 | $ | 46,450 | $ | 6,781 | $ | 1,260,878 | |||||||
(see accompanying notes to financial statements)
69
RECKSON OPERATING PARTNERSHIP, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For the Year Ended December 31, |
|||||||||||
| 2004 | 2003 | 2002 | |||||||||
Cash Flows From Operating Activities:
|
|||||||||||
Net Income
|
$ | 73,272 | $ | 178,724 | $ | 84,338 | |||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|||||||||||
Depreciation and amortization (including discontinued operations) |
121,285 | 116,633 | 112,341 | ||||||||
Write-off of deferred loan costs |
— | — | 2,602 | ||||||||
Minority partners’ interests in consolidated partnerships |
21,040 | 17,972 | 18,730 | ||||||||
Gain on sales of real estate |
(14,787 | ) | (126,789 | ) | (4,804 | ) | |||||
Equity in earnings of a real estate joint venture and service companies |
(908 | ) | (30 | ) | (1,113 | ) | |||||
Changes in operating assets and liabilities: |
|||||||||||
Deferred rents receivable |
(20,984 | ) | (6,444 | ) | (26,277 | ) | |||||
Prepaid expenses and other assets |
(12,734 | ) | (5,225 | ) | 4,354 | ||||||
Tenant and affiliate receivables |
2,192 | 1,919 | (4,417 | ) | |||||||
Accrued expenses and other liabilities |
3,711 | (15,638 | ) | 10,346 | |||||||
Net cash provided by operating activities |
172,087 | 161,122 | 196,100 | ||||||||
Cash Flows From Investment Activities:
|
|||||||||||
Purchases of commercial real estate properties |
(160,695 | ) | (40,500 | ) | — | ||||||
Increase in contract and land deposits and pre-acquisition costs |
— | (20,000 | ) | — | |||||||
Additions to notes receivable |
(49,500 | ) | (15,000 | ) | — | ||||||
Repayments of notes receivable |
17,908 | — | — | ||||||||
Additions to developments in progress |
(34,913 | ) | (24,391 | ) | (41,896 | ) | |||||
Additions to commercial real estate properties |
(41,413 | ) | (43,341 | ) | (48,052 | ) | |||||
Payment of deferred leasing costs |
(24,732 | ) | (16,086 | ) | (16,414 | ) | |||||
Distributions from (contributions to) investments in a real estate joint venture |
(150 | ) | 243 | 276 | |||||||
Acquisition of controlling interests in service companies |
— | — | (122 | ) | |||||||
Additions to furniture, fixtures and equipment |
(636 | ) | (196 | ) | (2,414 | ) | |||||
Proceeds from redemption of preferred securities |
— | — | 1,528 | ||||||||
Proceeds from sales of real estate |
67,259 | 268,757 | 22,022 | ||||||||
Net cash (used in) provided by investing activities
|
(226,872 | ) | 109,486 | (85,072 | ) | ||||||
Cash Flows From Financing Activities:
|
|||||||||||
Principal payments on secured borrowings |
(362,117 | ) | (12,300 | ) | (11,065 | ) | |||||
Proceeds from issuance of senior unsecured notes, net of issuance costs |
298,529 | — | 49,432 | ||||||||
Repayment of senior unsecured notes |
(100,000 | ) | — | — | |||||||
Payment of loan and equity issuance costs |
(5,249 | ) | (156 | ) | (1,568 | ) | |||||
Distribution from affiliate joint venture |
10,603 | — | — | ||||||||
Proceeds from unsecured credit facility |
627,998 | 132,000 | 158,000 | ||||||||
Principal payments on unsecured credit facility |
(561,498 | ) | (230,000 | ) | (162,600 | ) | |||||
Repurchases and redemption of common and preferred units |
(178,738 | ) | (4,538 | ) | (74,692 | ) | |||||
Contributions |
497,090 | 1,028 | 6,310 | ||||||||
Contributions by minority partners in consolidated partnerships |
— | — | 1,343 | ||||||||
Distributions to minority partners in consolidated partnerships |
(34,281 | ) | (22,189 | ) | (20,051 | ) | |||||
Distributions |
(135,428 | ) | (142,016 | ) | (147,334 | ) | |||||
Net cash provided by (used in) financing activities |
56,909 | (278,171 | ) | (202,225 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
2,124 | (7,563 | ) | (91,197 | ) | ||||||
Cash and cash equivalents at beginning of period |
23,013 | 30,576 | 121,773 | ||||||||
Cash and cash equivalents at end of period |
$ | 25,137 | $ | 23,013 | $ | 30,576 | |||||
Supplemental Disclosure of Cash Flow Information: |
|||||||||||
Cash paid during the period for interest, including interest capitalized |
$ | 102,259 | $ 97,644 | $ 98,083 | |||||||
(see accompanying notes to financial statements)
70
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004
1. Description of Business and Significant Accounting Policies
Description of Business |
Reckson Operating Partnership, L.P. (The “Operating Partnership”) commenced operations on June 2, 1995. Reckson Associates Realty Corp. (the “Company”), which serves as the sole general partner of the Operating Partnership, is a fully integrated, self administered and self managed real estate investment trust (“REIT”). The Operating Partnership and the Company were formed for the purpose of continuing the commercial real estate business of Reckson Associates, the predecessor of the Operating Partnership, its affiliated partnerships and other entities. Unless the context requires otherwise, the term Company includes Reckson Associates Realty Corp., Reckson Operating Partnership, L.P. and its wholly-owned subsidiaries.
The Operating Partnership is engaged in the ownership, management, operation, leasing and development of commercial real estate properties, principally office and to a lesser extent industrial buildings and also owns land for future development (collectively, the “Properties”) located in the New York City tri-state area (the “Tri-State Area”).
Organization and Formation of the Company |
The Company was incorporated in Maryland in September 1994. In June 1995, the Company completed an Initial Public Offering (the “IPO”) and commenced operations.
The Company became the sole general partner of Reckson Operating Partnership, L.P. (the “Operating Partnership”) by contributing substantially all of the net proceeds of the IPO, in exchange for an approximate 73% interest in the Operating Partnership. All Properties acquired by the Company are held by or through the Operating Partnership. In conjunction with the IPO, the Operating Partnership executed various option and purchase agreements whereby it issued common units of limited partnership interest in the Operating Partnership (“OP Units”) to certain continuing investors and assumed certain indebtedness in exchange for (i) interests in certain property partnerships, (ii) fee simple and leasehold interests in properties and development land, (iii) certain other business assets and (iv) interests in Reckson Management Group, Inc. and Reckson Construction Group Inc. The Company’s ownership percentage in the Operating Partnership was approximately 95.7% and 94.2% at December 31, 2004 and 2003, respectively.
Basis of Presentation and Summary of Significant Accounting Policies |
The accompanying consolidated financial statements include the consolidated financial position of the Operating Partnership and the Service Companies (as defined below) at December 31, 2004 and 2003 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2004. The Operating Partnership’s investments in majority owned and controlled real estate joint ventures are reflected in the accompanying financial statements on a consolidated basis with a reduction for the minority partners’ interest. The Operating Partnership also has an investment in a real estate joint venture where it owns less than a controlling interest. Such investment is reflected in the accompanying financial statements on the equity method of accounting. The service companies which provided management, development and construction services to the Company and the Operating Partnership are Reckson Management Group, Inc., RANY Management Group, Inc., Reckson Construction & Development LLC (collectively, the “Service Companies”). All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.
Minority partners’ interests in consolidated partnerships represent a 49% non-affiliated interest in RT Tri-State LLC, owner of a six property suburban office portfolio, a 40% non-affiliated interest in Omni Partners, L.P., owner of a 579,000 square foot suburban office property and a 49% non-affiliated interest in Metropolitan 919 Third Avenue, LLC, owner of the property located at 919 Third Avenue, New York, NY.
71
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
1. Description of Business and Significant Accounting Policies — (Continued)
Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could differ from those estimates.
Real Estate |
Land, buildings and improvements, furniture, fixtures and equipment are recorded at cost. Tenant improvements, which are included in buildings and improvements, are also stated at cost. Expenditures for ordinary maintenance and repairs are expensed to operations as they are incurred. Renovations and / or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
Depreciation is computed utilizing the straight-line method over the estimated useful lives of ten to thirty years for buildings and improvements and five to ten years for furniture, fixtures and equipment. Tenant improvements, which are included in buildings and improvements, are amortized on a straight-line basis over the term of the related leases. Depreciation expense, net of discontinued operations, for each of the three years ended December 31, 2004 amounted to approximately $80.5 million, $62.2 million and $64.9 million, respectively.
The Operating Partnership is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the Operating Partnership’s net income. Should the Operating Partnership lengthen the expected useful life of a particular asset, it would be depreciated over more years, and result in less depreciation expense and higher annual net income.
Assessment by the Operating Partnership of certain other lease related costs must be made when the Operating Partnership has a reason to believe that the tenant will not be able to execute under the term of the lease as originally expected.
Long Lived Assets |
On a periodic basis, management assesses whether there are any indicators that the value of the real estate properties may be impaired. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. Such cash flows consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property.
The Operating Partnership is required to make subjective assessments as to whether there are impairments in the value of its real estate properties and other investments. These assessments have a direct impact on the Operating Partnership’s net income, because recognizing an impairment results in an immediate negative adjustment to net income. In determining impairment, if any, the Operating Partnership has adopted Financial Accounting Standards Board (“FASB”) Statement No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets”. Statement No. 144 did not have an impact on net income allocable to common shareholders. Statement No. 144 only impacts the presentation of the results of operations and gain on sales of real estate assets for those properties sold during the period within the consolidated statements of income.
72
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
1. Description of Business and Significant Accounting Policies — (Continued)
In accordance with the provisions of Statement No. 144, and Emerging Issues Task Force (“EITF”) 87-24, the Operating Partnership allocated approximately $7.6 million and $7.3 million of its unsecured interest expense to discontinued operations for the years ended December 31, 2003 and 2002, respectively. EITF 87-24 states that “interest on debt that is required to be repaid as a result of the disposal transaction should be allocated to discontinued operations”. Pursuant to the terms of the Operating Partnership’s unsecured credit facility (the “Credit Facility”), the Operating Partnership was required to repay the Credit Facility to the extent of the net proceeds, as defined, received from the sales of unencumbered properties. As such, the Operating Partnership has allocated to discontinued operations the interest expense incurred on the portion of its Credit Facility, which was required to be repaid. In August 2004, the Operating Partnership amended and extended its Credit Facility, whereby such repayment requirement was eliminated.
On July 1, 2001 and January 1, 2002, the Operating Partnership adopted FASB Statement No.141, “Business Combinations” and FASB Statement No. 142, “Goodwill and Other Intangibles”, respectively. As part of the acquisition of real estate assets, the fair value of the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and building improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases, and value of tenant relationships, based in each case on their fair values.
The Operating Partnership allocates a portion of the purchase price to tangible assets including the fair value of the building and building improvements on an as-if-vacant basis and to land determined either by real estate tax assessments, independent appraisals or other relevant data. Additionally, the Operating Partnership assesses fair value of identified intangible assets and liabilities based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.
Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. If the Operating Partnership incorrectly estimates the values at acquisition or the undiscounted cash flows, initial allocation of purchase price and future impairment charges may be different.
Cash Equivalents |
The Operating Partnership considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Tenant’s lease security deposits aggregating approximately $4.5 million and $4.9 million at December 31, 2004 and 2003, respectively, have been included in cash and cash equivalents on the accompanying balance sheets.
Deferred Costs |
Tenant leasing commissions and related costs incurred in connection with leasing tenant space are capitalized and amortized over the life of the related lease. In addition, loan costs incurred in obtaining financing are capitalized and amortized over the term of the related loan.
Costs incurred in connection with equity offerings are charged to stockholders’ equity when incurred.
Income Taxes |
No provision has been made for income taxes in the accompanying consolidated financial statements since such taxes, if any, are the responsibility of the individual partners.
73
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
1. Description of Business and Significant Accounting Policies — (Continued)
Revenue Recognition & Accounts Receivable |
Minimum rental revenue is recognized on a straight-line basis, which averages minimum rents over the terms of the leases. The excess of rents recognized over amounts contractually due are included in deferred rents receivable on the accompanying balance sheets. Contractually due but unpaid rents are included in tenant receivables on the accompanying balance sheets. Certain lease agreements also provide for reimbursement of real estate taxes, insurance, common area maintenance costs and indexed rental increases, which are recorded on an accrual basis. Ancillary and other property related income is recognized in the period earned.
The Operating Partnership makes estimates of the collectibility of its accounts receivables related to base rents, tenant escalations and reimbursements and other revenue or income. The Operating Partnership specifically analyzes tenant receivables and analyzes historical bad debts, customer credit worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of its allowance for doubtful accounts. In addition, when tenants are in bankruptcy, the Operating Partnership makes estimates of the expected recovery of pre-petition administrative and damage claims. In some cases, the ultimate resolution of those claims can exceed a year. These estimates have a direct impact on the Operating Partnership’s net income because a higher bad debt reserve results in less net income.
The Operating Partnership incurred approximately $806,000, $1.2 million and $2.3 million of bad debt expense, net of discontinued operations, for the years ended December 31, 2004, 2003 and 2002, respectively, related to tenant receivables which accordingly reduced total revenues and reported net income during the period.
The Operating Partnership records interest income on investments in notes receivable on the accrual basis of accounting. The Operating Partnership does not accrue interest on impaired loans where, in the judgment of management, collection of interest according to the contractual terms is considered doubtful. Among the factors the Operating Partnership considers in making an evaluation of the collectibility of interest are: (i) the status of the loan, (ii) the value of the underlying collateral, (iii) the financial condition of the borrower and (iv) anticipated future events.
Reckson Construction & Development LLC, the successor to Reckson Construction Group, Inc., and Reckson Construction Group New York, Inc. use the percentage-of-completion method for recording amounts earned on their contracts. This method records amounts earned as revenue in the proportion that actual costs incurred to date bear to the estimate of total costs at contract completion.
Gain on sales of real estate are recorded when title is conveyed to the buyer, subject to the buyer’s financial commitment being sufficient to provide economic substance to the sale and the Operating Partnership having no substantial continuing involvement with the buyer.
The Operating Partnership follows the guidance provided for under FASB Statement No. 66 “Accounting for Sales of Real Estate” (“Statement No. 66”), which provides guidance on sales contracts that are accompanied by agreements which require the seller to develop the property in the future. Under Statement No. 66, profit is recognized and allocated to the sale of the land and the later development or construction work on the basis of estimated costs of each activity; the same rate of profit is attributed to each activity. As a result, profits are recognized and reflected over the improvement period on the basis of costs incurred (including land) as a percentage of total costs estimated to be incurred. The Operating Partnership uses the percentage of completion method, as future costs of development and profit are reliably estimated.
74
RECKSON
OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
1. Description of Business and Significant Accounting Policies — (Continued)
Derivative Instruments |
FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” which became effective January 1, 2001, requires the Operating Partnership 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 a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in accumulated 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.
Extinguishment of Debt |
In April 2002, the FASB issued Statement No. 145, (“Statement No. 145”), which rescinded Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt”. Statement No. 145 is effective for fiscal years beginning after May 15, 2002. The Operating Partnership adopted Statement No. 145 on January 1, 2003. As a result of the adoption of Statement No. 145, a previously reported extraordinary loss resulting from the write-off of certain deferred loan costs related to a debt refinancing reported in 2002 has been reclassed to interest expense on the accompanying consolidated statements of income. Such amount totaled approximately $2.6 million. The adoption of Statement No. 145 did not have an impact on net income allocable to common unitholders. Statement No. 145 only impacts the presentation of the results of operations within the consolidated statements of income.
Guarantees |
In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). FIN 45 significantly changes the current practice in the accounting for, and disclosure of, guarantees. Guarantees and indemnification agreements meeting the characteristics described in FIN 45 are required to be initially recorded as a liability at fair value. FIN 45 also requires a guarantor to make significant new disclosures for virtually all guarantees even if the likelihood of the guarantor having to make payment under the guarantee is remote. The disclosure requirements within FIN 45 are effective for financial statements for annual or interim periods ending after December 15, 2002. The initial recognition and initial measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Operating Partnership adopted FIN 45 on January 1, 2003. The adoption of this interpretation did not have a material effect on the results of operations or the financial position of the Operating Partnership.
Recent Accounting Pronouncements |
In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), which explains how to identify variable interest entities (“VIEs”) and how to assess whether to consolidate such entities. VIEs are primarily entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Operating Partnership is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes. The initial determination of whether an entity qualifies as a VIE shall be made as of the date at which a primary beneficiary becomes involved with the entity and reconsidered as of the date of a triggering event, as defined. The provisions of this interpretation are immediately effective for VIEs formed after January 31, 2003. In December 2003 the FASB issued FIN 46R, deferring the effective date until the period ending March 31, 2004 for interests held by public companies in
75
RECKSON
OPERATING PARTNERSHIP, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
1. Description of Business and Significant Accounting Policies — (Continued)
VIEs created before February 1, 2003, which were non-special purpose entities. The Operating Partnership adopted FIN 46R during the period ended March 31, 2004 and has determined that its consolidated and unconsolidated subsidiaries do not represent VIEs pursuant to such interpretation. The Operating Partnership will continue to monitor any changes in circumstances relating to certain of its consolidated and unconsolidated joint ventures which could result in a change in the Operating Partnership’s consolidation policy.
In May 2003, the FASB issued Statement No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“Statement No. 150”). Statement No. 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. Statement No. 150 is effective for all financial instruments created or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Operating Partnership adopted Statement No. 150 on July 1, 2003, which had no effect on its financial statements. Statement No. 150 also requires the disclosure of the estimated settlement values of non-controlling interests in joint ventures that have finite lives.
Two of the Operating Partnership’s consolidated joint ventures are subject to finite life joint venture agreements. In accordance with Statement No. 150, the Operating Partnership has estimated the settlement value of these non-controlling interests at December 31, 2004 to be approximately $145.1 million. The carrying value of these non-controlling interests, which is included in minority partners’ interests in consolidated partnerships on the Operating Partnership’s consolidated balance sheets, was approximately $110.9 million at December 31, 2004.
Reclassifications |
Certain prior year amounts have been reclassified to conform to the current year presentation.
2. Mortgage Notes Payable
At December 31, 2004, there were 12 fixed rate mortgage notes payable with an aggregate outstanding principal amount of approximately $609.5 million. These mortgage notes are secured by properties with an aggregate carrying value at December 31, 2004 of approximately $1.2 billion and which are pledged as collateral against the mortgage notes payable. In addition, approximately $42.9 million of the $609.5 million is recourse to the Company. The mortgage notes bear interest at rates ranging from 6.45% to 9.25%, and mature between 2005 and 2011. The weighted average interest rates on the outstanding mortgage notes payable at December 31, 2004, 2003 and 2002 were approximately 7.3%, 7.2%, and 7.3%, respectively. Certain of the mortgage notes payable are guaranteed by certain limited partners in the Operating Partnership and/or the Company.
76
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
2. Mortgage Notes Payable — (Continued)
The following table sets forth the Operating Partnership’s mortgage notes payable at December 31, 2004, by scheduled maturity date (dollars in thousands):
Property |
Principal Outstanding |
Interest Rate |
Maturity Date |
Amortization Term (Years) |
|||||||||
395 North Service Road, Melville, NY |
$ | 18,893 | 6.45 | % | October, 2005 | $34 per month | |||||||
200 Summit Lake Drive, Valhalla, NY |
18,460 | 9.25 | % | January, 2006 | 25 | ||||||||
1350 Avenue of the Americas, NY, NY |
73,009 | 6.52 | % | June, 2006 | 30 | ||||||||
Landmark Square, Stamford, CT (a) |
42,879 | 8.02 | % | October, 2006 | 25 | ||||||||
100 Summit Lake Drive, Valhalla, NY |
16,211 | 8.50 | % | April, 2007 | 15 | ||||||||
333 Earle Ovington Blvd., Mitchel Field, NY (b) |
51,795 | 7.72 | % | August, 2007 | 25 | ||||||||
810 Seventh Avenue, NY, NY (d) |
79,651 | 7.73 | % | August, 2009 | 25 | ||||||||
100 Wall Street, NY, NY (d) |
34,516 | 7.73 | % | August, 2009 | 25 | ||||||||
6900 Jericho Turnpike, Syosset, NY |
7,099 | 8.07 | % | July, 2010 | 25 | ||||||||
6800 Jericho Turnpike, Syosset, NY |
13,450 | 8.07 | % | July, 2010 | 25 | ||||||||
580 White Plains Road, Tarrytown, NY |
12,250 | 7.86 | % | September, 2010 | 25 | ||||||||
919 Third Avenue, NY, NY (c) |
241,305 | 6.87 | % | August, 2011 | 30 | ||||||||
Total/Weighted average |
$ | 609,518 | 7.31 | % | |||||||||
| (a) | Encompasses six Class A office properties. |
| (b) | The Operating Partnership has a 60% general partnership interest in this property and its proportionate share of the aggregate principal amount is approximately $31.1 million. |
| (c) | The Operating Partnership has a 51% membership interest in this property and its proportionate share of the aggregate principal amount is approximately $123.1 million. |
| (d) | These properties are cross-collateralized. |
In addition, the Operating Partnership has a 60% interest in an unconsolidated joint venture property, 520 White Plains Road, Tarrytown, New York. The Operating Partnership’s pro rata share of the mortgage debt at December 31, 2004 is approximately $7.3 million. This mortgage note payable bears interest at 8.85% per annum and matures on September 1, 2005 at which time the Operating Partnership’s share of the mortgage debt will be approximately $6.9 million.
Scheduled principal repayments to be made during the next five years and thereafter, for mortgage notes payable outstanding at December 31, 2004, are as follows (in thousands):
| Scheduled Principal | Due at Maturity | Total | ||||||||
2005 |
$ | 12,024 | $ | 18,553 | $ | 30,577 | ||||
2006 |
11,485 | 129,920 | 141,405 | |||||||
2007 |
8,835 | 60,535 | 69,370 | |||||||
2008 |
7,705 | — | 7,705 | |||||||
2009 |
7,143 | 100,254 | 107,397 | |||||||
Thereafter |
7,049 | 246,015 | 253,064 | |||||||
| $ | 54,241 | $ | 555,277 | $ | 609,518 | |||||
On August 9, 2004, the Operating Partnership borrowed $222.5 million under its Credit Facility and, along with cash-on-hand, paid off the $250 million balance of the mortgage debt on the property located at 1185 Avenue of the Americas in New York City.
77
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
2. Mortgage Notes Payable — (Continued)
On November 1, 2004, the Operating Partnership exercised its right to prepay the outstanding mortgage debt of approximately $99.6 million, without penalty, on the properties located at One Orlando Center in Orlando, Florida and 120 West 45th Street in New York City. The Operating Partnership borrowed under its Credit Facility to fund such repayment.
3. Unsecured Credit Facility
The Operating Partnership currently maintains its $500 million Credit Facility from JPMorgan Chase Bank, as administrative agent, Wells Fargo Bank, National Association as syndication agent and Citicorp North America, Inc. and Wachovia Bank, National Association as co-documentation agents. The Credit Facility matures in August 2007, contains options for a one-year extension subject to a fee of 25 basis points and, upon receiving additional lender commitments, increasing the maximum revolving credit amount to $750 million. In addition, borrowings under the Credit Facility are currently priced off LIBOR plus 90 basis points and the Credit Facility carries a facility fee of 20 basis points per annum. In the event of a change in the Operating Partnership’s senior unsecured credit ratings the interest rates and facility fee are subject to change. At December 31, 2004, the outstanding borrowings under the Credit Facility aggregated $235.5 million and carried a weighted average interest rate of 3.30% per annum.
The Operating Partnership utilizes the Credit Facility primarily to finance real estate investments, fund its real estate development activities and for working capital purposes. At December 31, 2004, the Operating Partnership had availability under the Credit Facility to borrow approximately an additional $263.3 million, subject to compliance with certain financial covenants. Such amount is net of approximately $1.2 million in outstanding undrawn standby letters of credit, which are issued under the Credit Facility.
The Operating Partnership capitalized interest incurred on borrowings to fund certain development projects in the amount of $8.1 million, $8.0 million and $8.3 million for the years ended December 31, 2004, 2003 and 2002, respectively.
In connection with the acquisition of certain properties, contributing partners of such properties have provided guarantees on indebtedness of the Company. As a result, the Operating Partnership maintains certain outstanding balances on its Credit Facility.
4. Senior Unsecured Notes
On January 22, 2004, the Operating Partnership issued $150 million of seven-year 5.15% (5.196% effective rate) senior unsecured notes. Interest on the notes is payable semi-annually on January 15th and July 15th that commenced on July 15, 2004. Prior to the issuance of these notes the Operating Partnership entered into several anticipatory interest rate hedge instruments to protect itself against potentially rising interest rates. At the time the notes were issued the Operating Partnership incurred a net cost of approximately $980,000 to settle these instruments. Such costs are being amortized to interest expense over the term of the notes. Net proceeds of approximately $148 million received from this issuance were used to repay outstanding borrowings under the Credit Facility.
On March 15, 2004, the Operating Partnership repaid $100 million of its 7.4% senior unsecured notes at maturity.
On August 13, 2004, the Operating Partnership issued $150 million of 5.875% (5.989% effective yield) senior unsecured notes due August 15, 2014. Interest on the notes will be payable semi-annually on February 15th and August 15th, commencing February 15, 2005. Prior to the issuance of these notes, the Operating Partnership entered into several anticipatory interest rate hedge instruments to protect itself against potentially rising interest rates. At the time the notes were issued, these instruments were settled and the Operating Partnership received a net benefit of approximately $1.9 million. Such benefit is being amortized over the
78
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
4. Senior Unsecured Notes — (Continued)
term of the notes to effectively reduce interest expense. The Operating Partnership used the net proceeds from this offering to repay a portion of the Credit Facility borrowings which were used to satisfy the outstanding mortgage debt on one of the Operating Partnership’s New York City properties.
As of December 31, 2004, the Operating Partnership had outstanding approximately $698.0 million (net of unamortized issuance discounts) of senior unsecured notes (the “Senior Unsecured Notes”). The following table sets forth the Operating Partnership’s Senior Unsecured Notes and other related disclosures by scheduled maturity date (dollars in thousands):
Issuance |
Face Amount |
Coupon Rate |
Term (in Years) |
Maturity | |||||||||
June 17, 2002 |
$ | 50,000 | 6.00% | 5 | June 15, 2007 | ||||||||
August 27, 1997 |
150,000 | 7.20% | 10 | August 28, 2007 | |||||||||
March 26, 1999 |
200,000 | 7.75% | 10 | March 15, 2009 | |||||||||
January 22, 2004 |
150,000 | 5.15% | 7 | January 15, 2011 | |||||||||
August 13, 2004 |
150,000 | 5.875% | 10 | August 15, 2014 | |||||||||
| $ | 700,000 | ||||||||||||
Interest on the Senior Unsecured Notes is payable semiannually with principal and unpaid interest due on the scheduled maturity dates. In addition, certain of the Senior Unsecured Notes were issued at discounts aggregating approximately $2.5 million. Such discounts are being amortized to interest expense over the term of the Senior Unsecured Notes to which they relate.
5. Land Leases, Air Rights and Operating Leases
The Operating Partnership leases, pursuant to noncancellable operating leases, the land on which eleven of its buildings were constructed. The leases, certain of which contain renewal options at the direction of the Operating Partnership, expire between 2043 and 2090. The leases either contain provisions for scheduled increases in the minimum rent at specified intervals or for adjustments to rent based upon the fair market value of the underlying land or other indexes at specified intervals. Minimum ground rent is recognized on a straight-line basis over the terms of the leases and includes lease renewals if reasonably assured that the Operating Partnership will exercise that option. Excess of amounts recognized over amounts contractually due are reflected as a deferred ground rent liability and included in accrued expenses and other liabilities on the accompanying balance sheets.
The Operating Partnership’s building at 1185 Avenue of the Americas in New York City that was acquired in January 2004 is subject to a ground lease. The terms of the ground lease provide for an adjustment to the ground rent payable commencing on December 1, 2005 which thereafter will remain constant for the balance of the lease term. The determination of the reset ground rent is subject to an arbitration process, which has commenced, between the landlord and the Operating Partnership. The reset annual ground rent will be the greater of $825,000 or 7% of the fair market value of the parcel on which the property is located as if vacant and unimproved with development rights for approximately 415,000 square feet. There can be no assurances as to the outcome of the arbitration process.
Amounts recognized as deferred ground rent liabilities aggregated approximately $7.5 million and $3.2 million at December 31, 2004 and 2003, respectively.
In addition, the Operating Partnership, through the acquisition of certain properties, is subject to two air rights lease agreements. These lease agreements have terms expiring in 2044 and 2048, including renewal options.
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RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
5. Land Leases, Air Rights and Operating Leases — (Continued)
Reckson Management Group, Inc. is subject to operating leases for certain of its management offices and warehouse storage space. These operating leases expire during 2008 and 2009. In addition, there is a termination option on one of the management office space leases which allows Reckson Management Group, Inc. to terminate its lease at any time after August 1, 2005 without penalty.
Future minimum lease commitments relating to the land leases, air rights lease agreements and operating leases during the next five years and thereafter are as follows (in thousands):
Year Ended December 31, |
Land Leases | Air Rights | Operating Leases | |||||||
2005 |
$ | 3,747 | $ | 362 | $ | 1,471 | ||||
2006 |
3,891 | 362 | 1,389 | |||||||
2007 |
3,907 | 362 | 1,038 | |||||||
2008 |
3,935 | 362 | 555 | |||||||
2009 |
4,020 | 362 | 14 | |||||||
Thereafter |
136,296 | 3,618 | — | |||||||
| $ | 155,796 | $ | 5,428 | $ | 4,467 | |||||
Amounts contractually due and expensed under the Operating Partnership’s land leases, air rights and operating leases for each of the three years ended December 31, 2004, 2003 and 2002 amounted to $5.4 million, $4.8 million and $3.5 million, respectively.
6. Commercial Real Estate Investments
As of December 31, 2004, the Operating Partnership owned and operated 79 office properties (inclusive of eight office properties owned through joint ventures) comprising approximately 15.1 million square feet and eight industrial/R&D properties comprising approximately 863,000 square feet located in the Tri-State Area.
At December 31, 2004, the Operating Partnership also owns approximately 326 acres of land in 12 separate parcels of which the Operating Partnership can, based on current estimates, develop approximately 3.0 million square feet of office space. During July 2004 the Operating Partnership commenced the ground-up development on one of these parcels of a 277,000 square foot Class A office building. This development is located within the Operating Partnership’s existing 404,000 square foot executive office park in Melville, New York. In addition, one of these parcels, comprising 39.5 acres located in Valhalla, New York, is currently under contract for sale. This sale is contingent upon obtaining zoning for residential use of the land and other customary approvals. Proceeds from such sale will be determined based upon the number of residential units permitted by the rezoning. The zoning approvals and closing is expected to occur during 2006. Another one of these land parcels, comprising 24.7 acres located in Princeton, New Jersey on which the Operating Partnership estimates that 316,000 square feet of office space can be developed, is under contract for sale for approximately $24.6 million and is expected to close within three months. The aggregate cost basis of this parcel was approximately $23.2 million at December 31, 2004. The Operating Partnership is currently evaluating alternative land uses for certain of the other land holdings to realize the highest economic value. These alternatives may include rezoning certain land parcels from commercial to residential for potential disposition. As of December 31, 2004, the Operating Partnership had invested approximately $112.0 million in these development projects, exclusive of the aforementioned land parcel located in Princeton, New Jersey and inclusive of approximately $8.3 million of costs capitalized during 2004 relating to real estate taxes, interest and other carrying costs. Management has made subjective assessments as to the value and recoverability of these investments based on current and proposed development plans, market comparable land values and alternative use values.
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RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
6. Commercial Real Estate Investments — (Continued)
The Operating Partnership holds a $17.0 million note receivable, which bears interest at 12% per annum and is secured by a minority partnership interest in Omni Partners, L.P., owner of the Omni, a 579,000 square foot Class A office property located in Uniondale, New York (the “Omni Note”). The Operating Partnership currently owns a 60% majority partnership interest in Omni Partners, L.P. and on March 14, 2007 may exercise an option to acquire the remaining 40% interest for a price based on 90% of the fair market value of the property. The Operating Partnership also holds a $30 million junior mezzanine loan which is secured by a pledge of an indirect ownership interest of an entity which owns the ground leasehold estate under a 1.1 million square foot office complex located on Long Island, New York (the “Mezz Note”). The Mezz Note matures in September 2005 and the borrower has rights to extend its term for three additional one-year periods and, under certain circumstances, prepay amounts outstanding. At December 31, 2004, the Mezz Note had an outstanding balance of approximately $27.6 million and a weighted average interest rate of 13.50% per annum. Such interest rate is based on a spread over LIBOR, with a LIBOR floor of 1.63% per annum.
On December 20, 2004, the Operating Partnership advanced $34 million under a mezzanine loan agreement to an entity that is controlled by a preferred unit holder in the Operating Partnership (the “NYC Mezz Loan”). The NYC Mezz Loan matures on the earlier of the consummation of the refinancing of the NYC Mezz Loan or December 31, 2005, bears interest at 9% per annum and is secured by certain indirect interests in a 550,000 square foot condominium interest in a Manhattan Class A office tower, other guaranties, pledges and assurances.
As of December 31, 2003, the Operating Partnership also held three other notes receivable, which aggregated $21.5 million and carried interest rates ranging from 10.5% to 12% per annum (the “Other Notes” and collectively with the Omni Note, the Mezz Note and the NYC Mezz Loan, the “Note Receivable Investments”). These notes are secured in part by a minority partner’s preferred unit interest in the Operating Partnership, an interest in real property and a personal guarantee. During 2004, the minority partner repaid $18.0 million of the Other Notes with $15.5 million in cash and by the minority partner exchanging, and the Operating Partnership redeeming, approximately 3,081 preferred units. The preferred units were redeemed at a par value of $3.1 million of which $600,000 of the redemption proceeds were applied to outstanding interest charges due from the minority partner and for prepaid interest. As a result, at December 31, 2004, the Other Notes aggregated $3.5 million and carried a weighted average interest rate of 11.57%. The Operating Partnership has agreed to extend the maturity of $2.5 million of the Other Notes through December 1, 2005 and the remaining $1.0 million through January 31, 2010. As of December 31, 2004, management has made subjective assessments as to the underlying security value on the Operating Partnership’s Note Receivable Investments. These assessments indicate an excess of market value over the carrying value related to the Operating Partnership’s Note Receivable Investments. Based on these assessments the Operating Partnership’s management believes there is no impairment to the carrying value related to the Operating Partnership’s Note Receivable Investments.
The Operating Partnership also owns a 354,000 square foot office building in Orlando, Florida. This non-core real estate holding was acquired in May 1999 in connection with the Operating Partnership’s initial New York City portfolio acquisition. This property was cross-collateralized under a $99.7 million mortgage note payable along with one of the Operating Partnership’s New York City office buildings. On November 1, 2004, the Operating Partnership exercised its right to prepay this note in its entirety, without penalty.
The Operating Partnership also owns a 60% interest in a 172,000 square foot office building located at 520 White Plains Road in Tarrytown, New York (the “520JV”), which is managed by a wholly owned subsidiary of the Operating Partnership. As of December 31, 2004, the 520JV had total assets of approximately $20.0 million, a mortgage note payable of $11.4 million and other liabilities of $177,000. The Operating Partnership’s allocable share of the 520JV mortgage note payable is approximately $7.3 million. This mortgage note payable bears interest at 8.85% per annum and matures on September 1, 2005. The
81
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
6. Commercial Real Estate Investments — (Continued)
operating agreement of the 520JV requires approvals from members on certain decisions including sale of the property, refinancing of the property’s mortgage debt, and material renovations to the property. The Operating Partnership has evaluated the impact of FIN 46R on its accounting for the 520JV and has concluded that the 520JV is not a VIE. The Operating Partnership accounts for the 520JV under the equity method of accounting. In accordance with the equity method of accounting the Operating Partnership’s proportionate share of the 520JV income was approximately $603,000, $30,000 and $648,000 for the years ended December 31, 2004, 2003 and 2002, respectively.
During September 2000, the Operating Partnership formed a joint venture (the “Tri-State JV”) with Teachers Insurance and Annuity Association (“TIAA”) and contributed nine Class A suburban office properties aggregating approximately 1.5 million square feet to the Tri-State JV for a 51% majority ownership interest. TIAA contributed approximately $136 million for a 49% interest in the Tri-State JV, which was then distributed to the Operating Partnership. In August 2003, the Operating Partnership acquired TIAA’s 49% interest in the property located at 275 Broadhollow Road, Melville, NY for approximately $12.4 million. During April 2004, the Tri-State JV sold 400 Garden City Plaza, Garden City, New York, a 175,000 square foot office building located on Long Island for approximately $30 million. Net proceeds from this sale were distributed to the members of the Tri-State JV. In addition, during September 2004, the Operating Partnership acquired TIAA’s 49% interest in the property located at 90 Merrick Avenue, East Meadow, NY for approximately $14.9 million. As a result of these transactions, the Tri-State JV owns six Class A suburban office properties aggregating approximately 943,000 square feet. The Operating Partnership is responsible for managing the day-to-day operations and business affairs of the Tri-State JV and has substantial rights in making decisions affecting the properties such as leasing, marketing and financing. The minority member has certain rights primarily intended to protect its investment. For purposes of its financial statements the Operating Partnership consolidates the Tri- State JV.
On December 21, 2001, the Operating Partnership formed a joint venture with the New York State Teachers’ Retirement System (“NYSTRS”) (the “919JV”) whereby NYSTRS acquired a 49% indirect interest in the property located at 919 Third Avenue, New York, NY for $220.5 million which was comprised of $122.1 million of its proportionate share of secured mortgage debt and approximately $98.4 million of cash which was then distributed to the Operating Partnership. The Operating Partnership is responsible for managing the day- to-day operations and business affairs of the 919JV and has substantial rights in making decisions affecting the property such as developing a budget, leasing and marketing. The minority member has certain rights primarily intended to protect its investment. For purposes of its financial statements the Operating Partnership consolidates the 919JV.
In November 2003, the Operating Partnership disposed of all but three of its 95 property, 5.9 million square foot, Long Island industrial building portfolio to members of the Rechler family (the “Disposition”) for approximately $315.5 million, comprised of $225.1 million in cash and debt assumption and 3,932,111 OP Units valued at approximately $90.4 million. Approximately $204 million of cash sales proceeds from the Disposition were used to repay borrowings under the Credit Facility.
In January 2004, the Operating Partnership sold a 104,000 square foot office property, 120 Mineola Boulevard, located on Long Island for approximately $18.5 million. Net proceeds from the sale were used to repay borrowings under the Credit Facility. As a result, the Operating Partnership recorded a net gain of approximately $5.5 million. In accordance with FASB Statement No. 144, such gain has been reflected in discontinued operations on the accompanying consolidated statements of income.
In January 2004, the Operating Partnership acquired 1185 Avenue of the Americas, a 42-story, 1.1 million square foot Class A office tower, located between 46th and 47th Streets in New York, NY for $321 million. In connection with this acquisition, the Operating Partnership assumed a $202 million mortgage and $48 million of mezzanine debt. The balance of the purchase price was paid through an advance under the
82
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
6. Commercial Real Estate Investments — (Continued)
Credit Facility. The floating rate mortgage and mezzanine debt both matured in August 2004 at which time the Operating Partnership satisfied the outstanding debt through an advance under its Credit Facility along with cash-on-hand. The property is encumbered by a ground lease which has a remaining term of approximately 40 years with rent scheduled to be re-set at the end of 2005 and then remain constant for the balance of the term. Pursuant to the terms of the ground lease, the Operating Partnership and the ground lessor have commenced arbitration proceedings relating to the re-setting of the rent under the ground lease. There can be no assurances as to the outcome of the rent re-set process. In accordance with FASB Statement No. 141, “Business Combinations”, the Operating Partnership recorded deferred intangible lease income of approximately $35.3 million, representing the net value of acquired above and below market leases. The Operating Partnership also allocated and recorded approximately $21.0 million of assumed lease origination costs and other value of in-place leases. The net value of the above and below market leases is being amortized over the remaining terms of the respective leases to rental income which amounted to approximately $7.9 million for the year ended December 31, 2004. In addition, amortization expense on the value of lease origination costs was approximately $2.8 million for the year ended December 31, 2004. At acquisition, there were 31 in-place leases aggregating approximately one million square feet with a weighted average remaining lease term of approximately 6 years.
During February 2004, a 3.9 acre land parcel located on Long Island was condemned by the Town of Oyster Bay. As consideration from the condemnation the Operating Partnership initially received approximately $1.8 million. The Operating Partnership’s cost basis in this land parcel was approximately $1.4 million. The Operating Partnership is currently contesting this valuation and seeking payment of additional consideration from the Town of Oyster Bay but there can be no assurances that the Operating Partnership will be successful in obtaining any such additional consideration.
In April 2004, the Operating Partnership, on behalf of the Tri-State JV, sold a 175,000 square foot office building, 400 Garden City Plaza, located on Long Island for approximately $30 million, of which the Operating Partnership owned a 51% interest, and a wholly owned 9,000 square foot retail property for approximately $2.8 million. In addition, the Operating Partnership completed the sale of two of the remaining three properties from the Disposition for approximately $5.8 million. Proceeds from the sale were used to acquire the remaining 49% interest in a property from the Operating Partnership’s joint venture partner, TIAA, in September 2004. The disposition of the remaining industrial property, which is subject to certain environmental issues, was conditioned upon the approval of the buyer’s lender, which was not obtained. As a result, the Operating Partnership will not dispose of this property as part of the Disposition. Management believes that the cost to remediate the environmental issues will not have a material adverse effect on the Operating Partnership, but there can be no assurance in this regard.
In July 2004, the Operating Partnership acquired a 141,000 square foot Class A office property, 3 Giralda Farms, located in Madison, NJ for approximately $22.7 million. The Operating Partnership made this acquisition with available cash-on-hand.
During September 2004, the Operating Partnership, through Reckson Construction Group, Inc., acquired the remaining 49% interest in the property located at 90 Merrick Avenue, East Meadow, NY, from the Operating Partnership’s joint venture partner, TIAA, for approximately $14.9 million. This acquisition was financed, in part, from the proceeds received from the April 2004 sale of two industrial properties and with cash-on-hand. In addition, the Operating Partnership acquired a 215,000 square foot Class A office property, 44 Whippany Road, located in Morristown, New Jersey for approximately $30 million. The Operating Partnership made this acquisition using funds received from the Company’s September 2004 common equity offering, cash-on-hand and the issuance of approximately 34,000 OP Units which were priced at $28.70 per unit.
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RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
6. Commercial Real Estate Investments — (Continued)
During September 2004, the Operating Partnership sold a 92,000 square foot industrial property, 500 Saw Mill River Road, located in Westchester County for approximately $7.3 million. In connection with this sale, the Operating Partnership recorded a net gain of approximately $2.3 million. In accordance with FASB Statement No. 144, such gain has been reflected in discontinued operations on the accompanying consolidated statements of income.
On October 1, 2004, the Operating Partnership acquired a 260,500 square foot Class A office property, 300 Broadhollow Road, located in Melville, Long Island, for approximately $41.0 million. The Operating Partnership made this acquisition, in part, through an advance under the Credit Facility and with cash-on-hand.
On December 14, 2004, the Tri-State JV acquired a parcel of land adjacent to one of its existing properties for approximately $1.1 million. A small commercial building is situated on the property which the Operating Partnership anticipates demolishing. The Tri-State JV made this acquisition with available cash on hand.
On December 15, 2004, the Operating Partnership sold a 3.8 acre parcel of land, zoned for industrial use, located on Long Island for approximately $1.1 million which resulted in a gain to the Operating Partnership of approximately $740,000. In accordance with FASB Statement No. 144, such gain has been reflected in discontinued operations on the accompanying consolidated statements of income.
During January 2005, the Operating Partnership acquired, in two separate transactions, two Class A office properties located at One and Seven Giralda Farms in Madison, New Jersey for total consideration of approximately $78 million. One Giralda Farms encompasses approximately 150,000 rentable square feet and Seven Giralda Farms encompasses approximately 203,000 rentable square feet. The Operating Partnership made these acquisitions through advances under its Credit Facility.
7. Partners’ Capital
A Class A OP Unit and a share of common stock have similar economic characteristics as they effectively share equally in the net income or loss and distributions of the Operating Partnership. As of December 31, 2004, the Operating Partnership had issued and outstanding 3,113,756 Class A OP Units and 465,845 Class C OP Units. The Class A OP Units currently receive a quarterly distribution of $0.4246 per unit. The Class C OP Units were issued in August 2003 in connection with the contribution of real property to the Operating Partnership and currently receive a quarterly distribution of $0.4664 per unit. Subject to certain holding periods, OP Units may either be redeemed for cash or, at the election of the Company, exchanged for shares of common stock on a one-for-one basis.
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RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
7. Partners’ Capital — (Continued)
The following table sets forth the Operating Partnership’s annual distribution rates and distributions paid on each class of its common and preferred units for each of the years ended December 31:
| 2004 | 2003 | 2002 | ||||||||
Common unit: |
||||||||||
Distribution rate |
$ | 1.698 | $ | 1.698 | $ | 1.698 | ||||
Distributions paid (in thousands) |
$ | 111,857 | $ | 81,638 | $ | 85,102 | ||||
Class B common unit (a): |
||||||||||
Distribution rate |
$ | — | $ | 2.588 | $ | 2.593 | ||||
Distributions paid (in thousands) |
$ | 1,744 | $ | 25,665 | $ | 26,423 | ||||
Series A preferred unit (b): |
||||||||||
Distribution rate |
$ | 1.906 | $ | 1.906 | $ | 1.906 | ||||
Distributions paid (in thousands) |
$ | 14,988 | $ | 16,842 | $ | 17,524 | ||||
Series B preferred unit (c): |
||||||||||
Distribution rate |
$ | — | $ | 2.213 | $ | 2.213 | ||||
Distributions paid (in thousands) |
$ | 787 | $ | 4,425 | $ | 4,425 | ||||
| (a) | On November 25, 2003, the Company elected to exchange all of its then outstanding Class B common stock for an equal number of shares of its common stock. Final cash dividends on the Class B common stock were paid during January 2004, which relate to the period from
November 1, 2003 through November 25, 2003. In connection with the Company exchanging its Class B common stock, the Operating Partnership exchanged its Class B common units with the Company for an equal number of common units and paid its final cash distributions on
the Class B common units. |
| (b) | During 2004, the Company purchased or redeemed 6,947,567 shares of its Series A preferred stock for approximately $181.0 million, including accumulated and unpaid dividends. In addition, 1,886,933 shares of Series A preferred stock were exchanged into common stock of the
Company at the election of the Series A preferred stockholders. As a result of these transactions, there was no Series A preferred stock outstanding at December 31, 2004. In connection with the Company purchasing and exchanging its Series A preferred stock, the Operating
Partnership purchased and exchanged its Series A preferred units with the Company. The distribution rate of $1.906 represents the annualized per unit distribution rate without regard to the aforementioned transactions. In addition, the distribution paid of approximately $15 million
excludes cash redemption charges of approximately $5.2 million. |
| (c) | In January 2004, the Company exercised its option to redeem 2.0 million shares, or 100% of its outstanding 8.85% Series B Convertible Cumulative Preferred Stock, with a stated value of $50 million, for approximately 1,958,000 shares of its common stock priced at $25.54 per
share. In connection with the Company exercising its option to redeem the Series B Preferred Stock, the Operating Partnership redeemed its Series B preferred units with the Company for approximately 1,958,000 OP Units. Final cash distributions on the Series B preferred units
were paid during January 2004, which related to the period from November 1, 2003 through January 4, 2004. |
In March 2004, the Company completed an equity offering of 5.5 million shares of its common stock raising approximately $149.5 million, net of an underwriting discount, or $27.18 per share. Net proceeds received from this transaction were used to repay outstanding borrowings under the Credit Facility, repay $100 million of the Operating Partnership’s 7.4% Senior Unsecured Notes and for general purposes, including the redemption of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock (the “Series A preferred stock”).
85
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
7. Partners’ Capital — (Continued)
On September 14, 2004, the Company completed an equity offering of 5.0 million shares of its common stock raising approximately $137.5 million, net of an underwriting discount, or $27.39 per share. Net proceeds received from this transaction were used to redeem the Company’s Series A preferred stock and for general purposes.
During September 2004, in connection with the Operating Partnership’s acquisition of 44 Whippany Road, a Class A office property located in Morristown, New Jersey, it issued approximately 34,000 OP Units to the sellers of the property which were priced at $28.70 per unit.
On December 14, 2004, the Company completed an equity offering of 4.5 million shares of its common stock raising approximately $148.1 million, net of an underwriting discount, or $32.90 per share. Net proceeds from this transaction were used to repay outstanding borrowings under the Credit Facility.
During 2004 and 2003, approximately 2.7 million shares and 59,000 shares, respectively, of the Company’s common stock was issued in connection with the exercise of outstanding options to purchase stock under its stock option plans resulting in proceeds to the Company of approximately $62.2 million and $1.0 million, respectively. Such proceeds were then contributed to the Operating Partnership in exchange for an equal number of OP Units.
The Board of Directors of the Company initially authorized the purchase of up to 5.0 million shares of the Company’s common stock. Transactions conducted on the New York Stock Exchange have been, and will continue to be, effected in accordance with the safe harbor provisions of the Securities Exchange Act of 1934 and may be terminated by the Company at any time. Since the Board’s initial authorization, the Company has purchased 3,318,600 shares of its common stock for an aggregate purchase price of approximately $71.3 million. In June 2004, the Board of Directors re-set the Company’s common stock repurchase program back to 5.0 million shares. No purchases were made during the year ended December 31, 2004.
The Company’s Series A preferred stock, aggregating 8,834,500 shares, was redeemable by the Company on or after April 13, 2004 at a price of $25.7625 per share with such price decreasing, at annual intervals, to $25.00 per share on April 13, 2008. In addition, the Series A preferred stock, at the option of the holder, was convertible at any time into the Company’s common stock at a price of $28.51 per share. On May 13, 2004, the Company purchased on the open market and retired 140,600 shares of the Series A preferred stock for approximately $3.4 million or $24.45 per share. During July 2004, the Company completed an exchange with a holder of 1,350,000 shares of the Series A preferred stock for 1,304,602 shares of common stock. During August 2004, the Company announced the redemption of 2,000,000 shares of its then outstanding shares of Series A preferred stock at a redemption price of $25.7625 per share plus accumulated and unpaid dividends. On September 20, 2004, the Company redeemed 1,841,905 of such shares for approximately $47.9 million, including accumulated and unpaid dividends. The remaining 158,095 shares of Series A preferred stock were exchanged into common stock of the Company at the election of the Series A preferred shareholders. During September 2004, the Company announced the redemption of all of its then outstanding shares of Series A preferred stock aggregating 5,343,900 shares at a redemption price of $25.7625 per share plus accumulated and unpaid dividends. On October 15, 2004, the Company redeemed 4,965,062 shares of Series A preferred stock for approximately $129.9 million, including accumulated and unpaid dividends. The remaining 378,838 shares of Series A preferred stock were exchanged into common stock of the Company, at the election of the Series A preferred shareholders. In connection with the Company purchasing and exchanging its Series A preferred stock, the Operating Partnership purchased and exchanged its Series A preferred units with the Company. As a result of the 100% retirement of the Series A preferred units with the Company, annual preferred distributions will decrease by approximately $16.8 million. In addition, pursuant to EITF Topic D-42 the Operating Partnership incurred an accounting charge of approximately $15.8 million during the year ended December 31, 2004 in connection with the aforementioned exchanges and redemptions.
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RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
7. Partners’ Capital — (Continued)
The Operating Partnership had issued and outstanding approximately 19,662 preferred units of limited partnership interest with a liquidation preference value of $1,000 per unit and an annualized distribution of $55.60 per unit (the “Preferred Units”). The Preferred Units were issued in 1998 in connection with the contribution of real property to the Operating Partnership. On April 12, 2004, the Operating Partnership redeemed approximately 3,081 Preferred Units, at the election of the holder, for approximately $3.1 million, including accrued and unpaid dividends which was applied to amounts owed from the unit holder under the Other Notes. In addition, during July 2004, the holder of approximately 15,381 of the outstanding Preferred Units exercised his rights to exchange them into OP Units. The Operating Partnership converted the Preferred Units, including accrued and unpaid dividends, into approximately 531,000 OP Units, which were valued at approximately $14.7 million at the time of the conversion. Subsequent to the conversion, the OP Units were exchanged for an equal number of shares of the Company’s common stock. In connection with the July 2004 exchange and conversion, the preferred unit holder repaid to the Operating Partnership $15.9 million, including accrued interest, of the amounts owed from the preferred unit holder under the Other Notes (see Note 6). As of December 31, 2004, there remain 1,200 Preferred Units outstanding with a stated distribution rate of 7.0%, which is subject to reduction based upon terms of their initial issuance. The terms of the Preferred Units provide for this reduction in distribution rate in order to address the effect of certain mortgages with above market interest rates which were assumed by the Operating Partnership in connection with properties contributed to the Operating Partnership in 1998.
On August 7, 2003, in conjunction with the Company’s acquisition of 1055 Washington Boulevard, a Class A office property located in Stamford, Connecticut, the Operating Partnership issued 465,845 Class C OP Units to the sellers of the property. The Class C OP Units receive an annual distribution of $1.87 per unit, which amount will increase or decrease pro-rata based upon changes in the dividend paid on the Company’s common stock.
On November 10, 2003, as partial consideration for the Disposition, the Operating Partnership redeemed and retired approximately 3.9 million OP Units valued at approximately $90.4 million or $23.00 per unit. In addition, during the year ended December 31, 2003, certain other limited partners exchanged approximately 258,000 OP Units for an equal number of shares of the Company’s common stock.
During November, 2003, in connection with the Disposition and the settlement of the employment contracts of the departing Rechler family members, the Operating Partnership incurred the following restructuring charges: (i) approximately $7.5 million related to outstanding stock loans under the Company’s historical long term incentive program (“LTIP”) were transferred to the purchaser and approximately $642,000 of loans related to life insurance contracts were extinguished, (ii) approximately $2.9 million paid to the departing Rechler family members in exchange for 127,689, or 100%, of their 2002 Rights. Their 2003 Rights were forfeited in their entirety and (iii) with respect to two of the departing Rechler family members participating in the Company’s 2003 LTIP, each received 8,681 shares of the Company’s common stock related to the service component of their core award which was valued at $293,000 in the aggregate. In addition, as the Company attained its annual performance measure under the 2003 LTIP in March 2004, these individuals each received 26,041 shares of common stock representing the balance of the annual core award. The remainder of their core awards, aggregating 208,334 shares of common stock, was forfeited, as was the entire amount of the special outperformance component of the 2003 LTIP. The Company also incurred additional restructuring charges of approximately $1.2 million related primarily to the release and severance of approximately 25 employees. Total restructuring charges of approximately $12.5 million were mitigated by a $972,000 fee received from the departing Rechler family members related to the termination of the Company’s option to acquire certain property which was either owned by certain Rechler family members or in which the Rechler family members own a non-controlling interest (see Note 8).
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RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
7. Partners’ Capital — (Continued)
On November 25, 2003, the Company exchanged all of its 9,915,313 outstanding shares of Class B common stock for an equal number of shares of its common stock. As a result, the Class B common stock ceased trading on the New York Exchange and is no longer deemed outstanding by the Company. In connection with the Company exchanging its Class B common stock, the Operating Partnership exchanged its Class B common units with the Company for an equal number of common units.
On October 16, 2000, the Company’s Board of Directors announced that it adopted a Shareholder Rights Plan designed to protect its shareholders from various abusive takeover tactics, including attempts to acquire control of the Company at an inadequate price, depriving its shareholders of the full value of their investment. The Operating Partnership has adopted a similar rights plan (the “Rights Plan”) which would be triggered in the event the Company’s Shareholders Rights Plan is triggered. The Rights Plan was not adopted in response to any known effort to acquire control of the Operating Partnership or the Company.
In November 2004, Donald J. Rechler tendered his resignation from the Company’s Board of Directors, including his position as non-executive Chairman, in order to pursue other interests. Also, in November 2004, Scott H. Rechler was appointed Chairman of the Board and the number of directors of the Board was decreased from nine to eight. The Company’s Board currently consists of seven independents, of which four were elected during 2004, and one insider. Mr. Peter Quick serves as the Lead Independent Director of the Board. In addition, each of the Audit, Compensation and Nominating and Governance Committees is comprised solely of independent directors.
In May 2003, the Company revised its policy with respect to compensation of its independent directors to provide that a substantial portion of the independent director’s compensation shall be in the form of common stock of the Company. Such common stock may not be sold until such time as the director is no longer a member of the Company’s Board.
Recently, the Company has taken certain additional actions to enhance its corporate governance policies. These actions included opting out of the Maryland Business Combination Statute, de-staggering the Board of Directors to provide that each director is subject to election by shareholders on an annual basis and modifying the Company’s “five or fewer” limitation on the ownership of its common stock so that such limitation may only be used to protect the Company’s REIT status and not for anti-takeover purposes.
The Company has also adopted a policy which requires that each independent director acquire and hold at least $100,000 of common stock of the Company excluding equity granted as Board compensation and a policy which requires that at least one independent director be rotated off the Board every three years.
In July 2002, as a result of certain provisions of the Sarbanes-Oxley Act of 2002, the Company discontinued the use of stock loans in its LTIP. In connection with LTIP grants made prior to the enactment of the Sarbanes-Oxley Act of 2002, the Company made stock loans to certain executive and senior officers to purchase 487,500 shares of its common stock at market prices ranging from $18.44 per share to $27.13 per share. The stock loans were set to bear interest at the mid-term Applicable Federal Rate and were secured by the shares purchased. Such stock loans (including accrued interest) were scheduled to vest and be ratably forgiven each year on the anniversary of the grant date based upon vesting periods ranging from four to ten years based on continued service and in part on attaining certain annual performance measures. These stock loans had an initial aggregate weighted average vesting period of approximately nine years. As of December 31, 2004, and giving effect to the settlement of the employment contracts of certain former executive officers, there remains 222,429 shares of common stock subject to the original stock loans which are anticipated to vest between 2005 and 2011. Approximately $2.1 million and $3.1 million of compensation expense was recorded for the years ended December 31, 2004 and 2003, respectively, related to these LTIP. Such amounts have been included in marketing, general and administrative expenses on the accompanying consolidated statements of income.
88
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
7. Partners’ Capital — (Continued)
The outstanding stock loan balances due from executive and senior officers aggregated approximately $4.7 million and $5.6 million at December 31, 2004 and December 31, 2003, respectively, and have been included as a reduction of general partners’ paid in capital on the accompanying consolidated balance sheets. Other outstanding loans to executive and senior officers at December 31, 2004 and December 31, 2003 amounted to approximately $2.7 million and $2.9 million, respectively, and are included in investments in affiliate loans and joint ventures on the accompanying consolidated balance sheets and are primarily related to tax payment advances on stock compensation awards and life insurance contracts made to certain executive and non-executive officers.
In November 2002 and March 2003, an award of rights was granted to certain executive officers of the Company (the “2002 Rights” and “2003 Rights”, respectively, and collectively, the “Rights”). Each Right represents the right to receive, upon vesting, one share of common stock if shares are then available for grant under one of the Company’s stock option plans or, if shares are not so available, an amount of cash equivalent to the value of such stock on the vesting date. The 2002 Rights will vest in four equal annual installments which began on November 14, 2003 (and shall be fully vested on November 14, 2006). The 2003 Rights will be earned as of March 13, 2005 and will vest in three equal annual installments beginning on March 13, 2005 (and shall be fully vested on March 13, 2007). Dividends on the shares will be held by the Company until such shares become vested, and will be distributed thereafter to the applicable officer. The 2002 Rights also entitle the holder thereof to cash payments in respect of taxes payable by the holder resulting from the Rights. The 2002 Rights aggregate 62,835 shares of the Company’s common stock and the 2003 Rights aggregate 26,042 shares of common stock. As of December 31, 2004, and giving effect to the settlement of the employment contracts of certain former executive officers, there remains 31,417 shares of common stock related to the 2002 Rights and 26,040 shares of common stock related to the 2003 Rights. Approximately $403,000 and $855,000 of compensation expense was recorded for the years ended December 31, 2004 and 2003, respectively, related to the Rights. Such amounts have been included in marketing, general and administrative expenses on the accompanying consolidated statements of income.
In March 2003, the Company established a new LTIP for its executive and senior officers (the “2003 LTIP”). The four-year plan has a core award, which provides for annual stock based compensation based upon continued service and in part based on attaining certain annual performance measures. The plan also has a special outperformance component in the form of a bonus pool equal to 10% of the total return in excess of a 9% cumulative and compounded annual total return on the Company’s common equity for the period through the four-year anniversary after the date of grant (the “Special Outperformance Pool”). The aggregate amount payable to such officers from the Special Outperformance Pool is capped at an amount calculated based upon a total cumulative and compounded annual return on the common equity of 15%. An officer’s special outperformance award represents an allocation of the Special Outperformance Pool and will become vested on the fourth anniversary of the date of grant, provided that the officer remains in continuous employment with the Company or any of its affiliates until such date, and the Company has achieved on a cumulative and compounded basis, during the four fiscal years completed on the applicable anniversary date, a total return to holders of the common equity that (i) is at or above the 60th percentile of the total return to stockholders achieved by members of the peer group during the same period and (ii) equals at least 9% per annum. Special outperformance awards will be paid in cash; however, the Compensation Committee, in its sole discretion, may elect to pay such an award in shares of common stock, valued at the date of vesting, if shares are available at such time under any of the Company’s existing stock option plans. The LTIP provides that no dividends or dividend equivalent payments will accrue with respect to the special outperformance awards. On March 13, 2003, the Company made available 827,776 shares of its common stock under its existing stock option plans in connection with the core award of the 2003 LTIP for certain of its executive and senior officers. During May 2003, the special outperformance awards of the 2003 LTIP were amended to increase the per share base price above which the four year cumulative return is measured from $18.00 to
89
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
7. Partners’ Capital — (Continued)
$22.40. On March 13, 2004, the Company met its annual performance measure with respect to the prior annual period. As a result, the Company issued to the participants 206,944 shares of its common stock related to the core component of the 2003 LTIP.
The Board of Directors has approved an amendment to the 2003 LTIP to revise the peer group used to measure relative performance. The amendment eliminated the mixed office and industrial companies and added certain other “pure office” companies in order to revise the peer group to office sector companies. The Board has also approved the revision of the performance measurement dates for future vesting under the core component of the 2003 LTIP from the anniversary of the date of grant to December 31st of each year. This was done in order to have the performance measurement coincide with the performance period that the Company believes many investors use to judge the performance of the Company.
On December 27, 2004, the Operating Partnership entered into definitive agreements with certain executive and senior officers of the Company to revise their incentive awards under the 2003 LTIP. The revised agreements provide for (i) the rescission of the unvested portion of their core awards and (ii) an award in exchange for the rescinded core awards of an equal number of units of a new class of limited partnership interests (“LTIP Units”) of the Operating Partnership.
Each executive and senior officer participating in the 2003 LTIP was offered the option to retain all or a portion of their core awards or to rescind them in exchange for new awards of LTIP Units. Effective December 27, 2004, certain executive and senior officers accepted such offer and thereby amended their Amended and Restated Long-Term Incentive Award Agreement to cancel, in the aggregate, 362,500 shares of restricted stock of the Company representing all or a portion of their unvested core award, and received an equal number of LTIP Units.
The revised awards under the 2003 LTIP were designed to provide the potential for executives to retain a greater equity interest in the Company by eliminating the need for executives to sell a portion of the core awards immediately upon vesting in order to satisfy personal income taxes which are due upon vesting under the original core awards.
The terms of each award of LTIP Units are substantially similar to those of the core awards. The vesting, performance hurdles and timing for vesting remain unchanged. However, an LTIP Unit represents an equity interest in the Operating Partnership, rather than the Company. At issuance, the LTIP Unit has no value but may over time accrete to a value equal to (but never greater than) the value of one share of common stock of the Company (a “REIT Share”). Initially, LTIP Units will not have full parity with OP Units with respect to liquidating distributions. Upon the occurrence of certain “triggering events,” the Operating Partnership will revalue its assets for the purpose of the capital accounts of its partners and any increase in valuation of the Operating Partnership’s assets from the date of the issuance of the LTIP Units through the “triggering event” will be allocated to the capital accounts of holders of LTIP Units until their capital accounts are equivalent to the capital accounts of holders of OP Units. If such equivalence is reached, LTIP Units would achieve full parity with OP Units for all purposes, and therefore accrete to an economic value equivalent to REIT Shares on a one-for-one basis. After two years from the date of grant, if such parity is reached, vested LTIP Units may be redeemed for cash in an amount equal to the then fair market value of an equal number of REIT Shares or converted into an equal number of OP Units, as determined by the Company’s Compensation Committee. However, there are circumstances under which such economic equivalence would not be reached. Until and unless such economic equivalence is reached, the value that the officers will realize for vested LTIP Units will be less than the value of an equal number of REIT Shares. In addition, unlike core awards (wherein dividends that accumulate during the 2003 LTIP are paid upon vesting), LTIP Units will receive the same quarterly distributions as OP Units on a current basis, thus providing full dividend equivalence with REIT Shares. At the scheduled March 2005 vesting date and assuming the specified performance hurdles are met, officers that received LTIP Units will receive a one-time
90
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
7. Partners’ Capital — (Continued)
cash payment that will represent payment of the full vested amount of the accrued unpaid dividends under the core award through the issuance date of the LTIP Units. In order to more closely replicate the terms of the core awards being rescinded, the Company also entered into agreements with three executive officers, which provide that in the event of a change of control the executive shall receive the equivalent value of one REIT Share for each LTIP Unit.
As of December 31, 2004 and giving effect to the settlement of the employment contracts of certain former executive officers and the cancellation by certain executive and senior officers of all or part of their core award to LTIP Units, there remains 258,332 shares of common stock reserved for future issuance under the core award of the 2003 LTIP. With respect to the core award of the 2003 LTIP, the Company recorded approximately $2.8 million and $2.6 million of compensation expense for the years ended December 31, 2004 and December 31, 2003, respectively. Such amounts have been included in marketing, general and administrative expenses on the accompanying consolidated statements of income. No provision has been made in either 2004 or 2003 with respect to the Special Outperformance Pool of the 2003 LTIP due to the uncertainty of the outcome of achieving the requisite performance measures.
As of December 31, 2004, the Company had approximately 2.0 million shares of its common stock reserved for issuance under its stock option plans, in certain cases subject to vested terms, at a weighted average exercise price of $24.69 per option. In addition, the Company has approximately 1.2 million shares of its common stock reserved for future issuance under its stock option plans.
Net income per common partnership unit is determined by allocating net income after preferred distributions and minority partners’ interest in consolidated partnerships income to the general and limited partners’ based on their weighted average distribution per common partnership units outstanding during the respective periods presented.
Holders of preferred units of limited and general partnership interest are entitled to distributions based on the stated rates of return (subject to adjustment) for those units.
The Operating Partnership issues additional units to the Company, and thereby increases the Company’s general partnership interest in the Operating Partnership, with terms similar to the terms of any securities (i.e., common stock or preferred stock) issued by the Company (including any securities issued by the Company upon the exercise of stock options). Any consideration received by the Company in respect of the issuance of its securities is contributed to the Operating Partnership. In addition, the Operating Partnership or a subsidiary funds the compensation of personnel, including any amounts payable under the Company’s LTIP.
8. Related Party Transactions
In connection with the Company’s IPO, the Operating Partnership was granted ten-year options to acquire ten properties (the “Option Properties”) which were either owned by certain Rechler family members who were also executive officers of the Company, or in which the Rechler family members owned a non-controlling minority interest, at prices based upon an agreed upon formula. In years prior to 2001, one Option Property was sold by the Rechler family members to a third party and four of the Option Properties were acquired by the Operating Partnership for an aggregate purchase price of approximately $35 million, which included the issuance of approximately 475,000 OP Units valued at approximately $8.8 million.
During November, 2003, in connection with the Disposition, four of the five remaining options (the “Remaining Option Properties”) were terminated along with management contracts relating to three of the properties. In return, the Company received an aggregate payment from the Rechler family members of $972,000. Rechler family members have also agreed to extend the term of the remaining option on the property located at 225 Broadhollow Road, Melville, NY (the Company’s current headquarters) for five years and to release the Company from approximately 15,500 square feet under its lease at this property. In
91
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
8. Related Party Transactions — (Continued)
connection with the restructuring of the remaining option, the Rechler family members paid the Company $1 million in return for the Company’s agreement not to exercise the option during the next three years. As part of the agreement, the exercise price of the option payable by the Company was increased by $1 million. In addition, in exchange for the right to terminate its existing lease at 225 Broadhollow Road eighteen months early, the Company amended the terms of its option to acquire such property by providing certain Rechler family members with customary tax protection in the event the Company were to acquire the property and then dispose of it within five years. This amendment was negotiated and approved by the Independent Directors of the Company.
The Operating Partnership conducts its management, leasing and construction related services through the Company’s taxable REIT subsidiaries as defined by the Code. These services are currently provided by the Service Companies. During the year ended December 31, 2004, Reckson Construction & Development LLC (“RCD”) billed approximately $859,000 of market rate services and Reckson Management Group, Inc. (“RMG”) billed approximately $280,000 of market rate management fees to the Remaining Option Properties.
RMG leases approximately 26,000 square feet of office space at a Remaining Option Property located at 225 Broadhollow Road, Melville, New York for its corporate offices at an annual base rent of approximately $780,000. RMG had also entered into a short-term license agreement at the property for 6,000 square feet of temporary space, which expired in January 2004. RMG also leases 10,722 square feet of warehouse space used for equipment, materials and inventory storage at a property owned by certain members of the Rechler family at an annual base rent of approximately $77,000. In addition, commencing April 1, 2004, RCD has been leasing approximately 17,000 square feet of space at the Remaining Option Property, located at 225 Broadhollow Road, Melville, New York, which was formerly occupied by an affiliate of First Data Corp and which is scheduled to terminate on September 30, 2006. Base rent of approximately $360,000 was paid by RCD during the nine month period ended December 31, 2004. RCD anticipates it will mitigate this obligation by sub-letting the space to a third party. However, there can be no assurances that RCD will be successful in sub-leasing the aforementioned space and mitigating its aggregated costs.
A company affiliated with an independent director of the Company leases 15,566 square feet in a property owned by the Company at an annual base rent of approximately $445,000. Reckson Strategic Venture Partners, LLC (“RSVP”) leased 5,144 square feet in one of the Company’s joint venture properties at an annual base rent of approximately $176,000. On June 15, 2003, this lease was mutually terminated and RSVP vacated the premises.
During 1997, the Operating Partnership formed FrontLine Capital Group, formerly Reckson Service Industries, Inc. (“FrontLine”) and RSVP. RSVP is a real estate venture capital fund which invested primarily in real estate and real estate operating companies outside the Operating Partnership’s core office and industrial/R&D focus and whose common equity is held indirectly by FrontLine. In connection with the formation and spin-off of FrontLine, the Operating Partnership established an unsecured credit facility with FrontLine (the “FrontLine Facility”) in the amount of $100 million for FrontLine to use in its investment activities, operations and other general corporate purposes. The Operating Partnership advanced approximately $93.4 million under the FrontLine Facility. The Operating Partnership also approved the funding of investments of up to $110 million relating to RSVP (the “RSVP Commitment”), through RSVP-controlled joint ventures (for REIT-qualified investments) or advances made to FrontLine under an unsecured loan facility (the “RSVP Facility”) having terms similar to the FrontLine Facility (advances made under the RSVP Facility and the FrontLine Facility hereafter, the “FrontLine Loans”). At December 31, 2004, approximately $109.1 million had been funded through the RSVP Commitment, of which $59.8 million represents investments by the Operating Partnership in RSVP-controlled (REIT-qualified) joint ventures and $49.3 million represents loans made to FrontLine under the RSVP Facility. As of December 31, 2004, interest
92
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
8. Related Party Transactions — (Continued)
accrued (net of reserves) under the FrontLine Facility and the RSVP Facility was approximately $19.6 million.
A committee of the Board of Directors, comprised solely of independent directors, considers any actions to be taken by the Company in connection with the FrontLine Loans and its investments in joint ventures with RSVP. During the third quarter of 2001, the Company noted a significant deterioration in FrontLine’s operations and financial condition and, based on its assessment of value and recoverability and considering the findings and recommendations of the committee and its financial advisor, the Company recorded a $163 million valuation reserve charge, inclusive of anticipated costs, in its consolidated statements of operations relating to its investments in the FrontLine Loans and joint ventures with RSVP. The Operating Partnership has discontinued the accrual of interest income with respect to the FrontLine Loans. The Operating Partnership has also reserved against its share of GAAP equity in earnings from the RSVP controlled joint ventures funded through the RSVP Commitment until such income is realized through cash distributions.
At December 31, 2001, the Company, pursuant to Section 166 of the Code, charged off for tax purposes $70 million of the aforementioned reserve directly related to the FrontLine Facility, including accrued interest. On February 14, 2002, the Company charged off for tax purposes an additional $38 million of the reserve directly related to the FrontLine Facility, including accrued interest, and $47 million of the reserve directly related to the RSVP Facility, including accrued interest.
FrontLine is in default under the FrontLine Loans from the Operating Partnership and on June 12, 2002, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.
In September 2003, RSVP completed the restructuring of its capital structure and management arrangements. RSVP also restructured its management arrangements whereby a management company formed by its former managing directors has been retained to manage RSVP pursuant to a management agreement and the employment contracts of the managing directors with RSVP have been terminated. The management agreement provides for an annual base management fee, and disposition fees equal to 2% of the net proceeds received by RSVP on asset sales. (The base management fee and disposition fees are subject to a maximum over the term of the agreement of $7.5 million.) In addition, the managing directors retained a one-third residual interest in RSVP’s assets which is subordinated to the distribution of an aggregate amount of $75 million to RSVP and/or the Operating Partnership in respect of its joint ventures with RSVP. The management agreement has a three-year term, subject to early termination in the event of the disposition of all of the assets of RSVP.
In connection with the restructuring, RSVP and certain of its affiliates obtained a $60 million secured loan (the “RSVP Secured Loan”). In connection with this loan, the Operating Partnership agreed to indemnify the lender in respect of any environmental liabilities incurred with regard to RSVP’s remaining assets in which the Operating Partnership has a joint venture interest (primarily certain student housing assets held by RSVP) and guaranteed the obligation of an affiliate of RSVP to the lender in an amount up to $6 million plus collection costs for any losses incurred by the lender as a result of certain acts of malfeasance on the part of RSVP and/or its affiliates. The RSVP Secured Loan is scheduled to mature in 2006 and is expected to be repaid from proceeds of assets sales by RSVP and or a joint venture between RSVP and a subsidiary of the Operating Partnership.
In August 2004, American Campus Communities, Inc. (“ACC”), a student housing company owned by RSVP and the joint venture between RSVP and a subsidiary of the Operating Partnership completed an initial public offering (the “ACC IPO”) of its common stock. RSVP and the joint venture between RSVP and a subsidiary of the Operating Partnership sold its entire ownership position in ACC as part of the ACC IPO. Proceeds from the ACC IPO were used in part to pay accrued interest on the RSVP Secured Loan and reduce the principal balance down to $30 million. The Operating Partnership through its ownership position in the
93
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
8. Related Party Transactions — (Continued)
joint venture and outstanding advances made under the RSVP facility anticipates realizing approximately $30 million in the aggregate from the ACC sale. To date, the Operating Partnership has received approximately $10.6 million of such proceeds. The remaining amount is expected to be received subsequent to the United States Bankruptcy Court’s approval of a plan of re- organization of FrontLine. At December 31, 2004, RSVP had approximately $20.5 million of cash and cash equivalents net of contractual reserves. There can be no assurances as to the final outcome of such Plan of re-organization.
As a result of the foregoing, the net carrying value of the Operating Partnership’s investments in the FrontLine Loans and joint venture investments with RSVP, inclusive of the Operating Partnership’s share of previously accrued GAAP equity in earnings on those investments, is approximately $55.2 million which was reassessed with no change by management as of December 31, 2004. Such amount has been reflected in investments in affiliate loans and joint ventures on the Operating Partnership’s consolidated balance sheet.
Scott H. Rechler, who serves as Chief Executive Officer, President and Chairman of the Board of the Company, serves as CEO and Chairman of the Board of Directors of FrontLine and is its sole board member. Scott H. Rechler also serves as a member of the management committee of RSVP and serves as a member of the Board of Directors of ACC.
In November 2004, Concord Associates LLC and Sullivan Resorts LLC, a joint venture approximately 47% owned by RSVP, executed a binding agreement to contribute its Concord and Grossingers resort properties (excluding residential land) to Empire Resorts Inc. (NASDAQ: NYNY)(“Empire”) for consideration of 18 million shares of common stock of Empire and the right to appoint five members of the Board of Directors. It is currently anticipated that Scott H. Rechler will be appointed to fill one seat on Empire’s Board. On March 4, 2005, Empire announced that the agreement had been amended, whereby the parties agreed to waive the condition to closing which required final governmental approval of gaming in the Catskills. The transaction is subject to satisfaction of certain conditions and approvals, including the approval of Empire’s shareholders.
9. Fair Value of Financial Instruments
In accordance with FASB Statement No. 107, “Disclosures About Fair Value of Financial Instruments”, management has made the following disclosures of estimated fair value at December 31, 2004 as required by FASB Statement No. 107.
Cash equivalents, accounts receivable, accounts payable and accrued expenses and variable rate debts are carried at amounts which reasonably approximate their fair values.
The fair value of the Operating Partnership’s long-term debt and notes receivable is estimated based on discounting future cash flows at interest rates that management believes reflects the risks associated with long-term debt and notes receivable of similar risk and duration. At December 31, 2004, the estimated aggregate fair value of the Operating Partnership’s notes receivable exceeded their carrying value by approximately $840,000 and the aggregate fair value of the Operating Partnership’s long term debt exceeded its carrying value by approximately $91.9 million.
Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
10. Rental Income
The Operating Partnership’s properties are being leased to tenants under operating leases. The minimum rental amount due under certain leases is generally either subject to scheduled fixed increases or indexed
94
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
10. Rental Income — (Continued)
escalations. In addition, the leases generally also require that the tenants reimburse the Operating Partnership for increases in certain operating costs and real estate taxes above base year costs.
Expected future minimum rents, excluding those future minimum rents from properties held for sale, to be received over the next five years and thereafter from leases in effect at December 31, 2004 are as follows (in thousands):
| From Continuing Operations |
||||
2005 |
$ | 414,989 | ||
2006 |
400,686 | |||
2007 |
365,201 | |||
2008 |
335,542 | |||
2009 |
307,885 | |||
Thereafter |
1,851,874 | |||
| $ | 3,676,177 | |||
Future minimum rents, from those properties classified as held for sale at December 31, 2004, over the next five years and thereafter aggregated approximately $29.2 million.
11. Segment Disclosure
The Operating Partnership owns all of the interests in its real estate properties directly or indirectly through the Operating Partnership. The Operating Partnership’s portfolio consists of Class A office properties located within the New York City metropolitan area and Class A suburban office and industrial/R&D properties located and operated within the Tri-State Area (the “Core Portfolio”). The Operating Partnership’s portfolio also includes one office property located in Orlando, Florida. The Company has formed an Operating Committee that reports directly to the President and Chief Financial Officer who have been identified as the Chief Operating Decision Makers due to their final authority over resource allocation, decisions and performance assessment.
The Operating Partnership does not consider (i) interest incurred on its Credit Facility and Senior Unsecured Notes, (ii) the operating performance of the office property located in Orlando, Florida, (iii) the operating performance of those properties reflected as discontinued operations on the Company’s consolidated statements of income, (iv) the operating results of the Service Companies and (v) restructuring charges as part of its Core Portfolio’s property operating performance for purposes of its component disclosure set forth below.
The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. In addition, amounts reflected have been adjusted to give effect to the Operating Partnership’s discontinued operations in accordance with Statement No. 144.
95
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
11. Segment Disclosure — (Continued)
The following tables set forth the components of the Operating Partnership’s revenues and expenses and other related disclosures, as required by FASB Statement No. 131, “Disclosures About Segments of an Enterprise and Related Information”, for the years ended December 31 (in thousands):
| 2004 |
||||||||||
| Core Portfolio | Other | Consolidated Totals | ||||||||
Property Operating Revenues: |
||||||||||
Base rents, tenant escalations and reimbursements |
$ | 508,754 | $ | 6,061 | $ | 514,815 | ||||
Expenses: |
||||||||||
Property operating expenses |
205,595 | 3,159 | 208,754 | |||||||
Marketing, general and administrative |
17,022 | 13,857 | 30,879 | |||||||
Depreciation and amortization |
112,256 | 4,224 | 116,480 | |||||||
Total operating expenses |
334,873 | 21,240 | 356,113 | |||||||
Operating income (loss) |
173,881 | (15,179 | ) | 158,702 | ||||||
Non-Operating Income and Expenses |
||||||||||
Interest, investment and other income |
9,683 | 9,603 | 19,286 | |||||||
Interest: |
||||||||||
Expense |
(56,980 | ) | (41,070 | ) | (98,050 | ) | ||||
Amortization of deferred financing costs |
(1,122 | ) | (2,700 | ) | (3,822 | ) | ||||
Total non-operating income and expenses |
(48,419 | ) | (34,167 | ) | (82,586 | ) | ||||
Income (loss) before minority interests, preferred dividends and distributions, equity in earnings of real estate joint ventures and discontinued operations |
$ | 125,462 | $ | (49,346 | ) | $ | 76,116 | |||
Total assets |
$ | 2,873,993 | $ | 297,373 | $ | 3,171,366 | ||||
96
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
11. Segment Disclosure — (Continued)
| 2003 |
||||||||||
| Core Portfolio | Other | Consolidated Totals | ||||||||
Property Operating Revenues: |
||||||||||
Base rents, tenant escalations and reimbursements |
$ | 422,822 | $ | 7,097 | $ | 429,919 | ||||
Expenses: |
||||||||||
Property operating expenses |
170,354 | 3,663 | 174,017 | |||||||
Marketing, general and administrative |
15,642 | 16,668 | 32,310 | |||||||
Depreciation and amortization |
96,130 | 6,372 | 102,502 | |||||||
Total operating expenses |
282,126 | 26,703 | 308,829 | |||||||
Operating income (loss) |
140,696 | (19,606 | ) | 121,090 | ||||||
Non-Operating Income and Expenses |
||||||||||
Interest, investment and other income |
3,070 | 21,336 | 24,406 | |||||||
Interest: |
||||||||||
Expense |
(49,796 | ) | (31,389 | ) | (81,185 | ) | ||||
Amortization of deferred financing costs |
(1,175 | ) | (2,162 | ) | (3,337 | ) | ||||
Restructuring charges – net |
— | (11,580 | ) | (11,580 | ) | |||||
Total non-operating income and expenses |
(47,901 | ) | (23,795 | ) | (71,696 | ) | ||||
Income (loss) before minority interests, preferred dividends and distributions, equity in earnings of real estate jointventures and discontinued operations |
$ | 92,795 | $ | (43,401 | ) | $ | 49,394 | |||
Total assets |
$ | 2,394,350 | $ | 356,330 | $ | 2,750,680 | ||||
97
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
11. Segment Disclosure — (Continued)
| 2002 |
||||||||||
| Core Portfolio | Other | Consolidated Totals | ||||||||
Property Operating Revenues: |
||||||||||
Base rents, tenant escalations and reimbursements |
$ | 426,016 | $ | 8,264 | $ | 434,280 | ||||
Expenses: |
||||||||||
Property operating expenses |
153,012 | 4,318 | 157,330 | |||||||
Marketing, general and administrative |
15,788 | 12,892 | 28,680 | |||||||
Depreciation and amortization |
86,529 | 8,277 | 94,806 | |||||||
Total operating expenses |
255,329 | 25,487 | 280,816 | |||||||
Operating income (loss) |
170,687 | (17,223 | ) | 153,464 | ||||||
Non-Operating Income and Expenses |
||||||||||
Interest, investment and other income |
125 | 6,940 | 7,065 | |||||||
Interest: |
||||||||||
Expense |
(42,904 | ) | (36,679 | ) | (79,583 | ) | ||||
Amortization of deferred financing costs |
(1,049 | ) | (6,013 | ) | (7,062 | ) | ||||
Total non-operating income and expenses |
(43,828 | ) | (35,752 | ) | (79,580 | ) | ||||
Income (loss) before minority interests, preferred dividends and distributions, equity in earnings of real estate joint ventures and service companies, gain on sales of real estate and discontinued operations |
$ | 126,859 | $ | (52,975 | ) | $ | 73,884 | |||
Total assets |
$ | 2,389,135 | $ | 522,917 | $ | 2,912,052 | ||||
12. Non-Cash Investing and Financing Activities
Additional supplemental disclosures of non-cash investing and financing activities are as follows:
During January 2004, in connection with the Operating Partnership’s acquisition of 1185 Avenue of the Americas, New York, NY, the Company assumed a $202 million mortgage note payable and $48 million of mezzanine debt.
During January 2004, as a result of the Company exercising its option to redeem 2.0 million shares of its outstanding Series B preferred stock, the Operating Partnership redeemed its outstanding Series B preferred units with the Company for approximately 1,958,000 OP Units.
During 2004, the Operating Partnership redeemed and/or exchanged approximately 18,462 of its outstanding preferred units, with an aggregate stated value of approximately $18.5 million with approximately $3.1 million of such amount applied to amounts owed from the preferred unit holder under the Other Notes and the balance into approximately 531,000 OP Units. Subsequent to these exchanges, the OP Units were exchanged for an equal number of shares of the Company’s common stock.
During 2004, the Company exchanged approximately 1.9 million shares of its Series A preferred stock, with a par value of approximately $47.2 million, for approximately 1.8 million shares of its common stock with an aggregate fair market value, on the dates of the exchanges, of approximately $49.8 million. In connection with the Company purchasing and exchanging its Series A preferred stock, the Operating Partnership purchased and exchanged its Series A preferred units with the Company. As a result of one of these exchanges which occurred in July 2004, the Operating Partnership incurred a non-cash accounting
98
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
12. Non-Cash Investing and Financing Activities — (Continued)
charge of approximately $3.4 million. In addition, during 2004, the Company redeemed approximately 6.8 million shares of its Series A preferred stock. In connection with the Company purchasing and exchanging its Series A preferred stock, the Operating Partnership purchased and exchanged its Series A preferred units with the Company. As a result, an accounting charge of approximately $12.4 million was incurred by the Operating Partnership of which $7.3 million was non-cash.
During September 2004, in connection with the Operating Partnership’s acquisition of a 215,000 square foot Class A office property, it issued approximately 34,000 OP Units for a total non-cash investment of approximately $1 million.
On August 7, 2003, the Operating Partnership issued 465,845 Class C OP Units valued at $24.00 per unit in connection with its acquisition of 1055 Washington Boulevard, a Class A office property located in Stamford, Connecticut.
On October 24, 2003, the Company gave notice to its Class B common stockholders that it would exercise its option to exchange 100% of its Class B common stock outstanding (9,915,313 shares) on November 25, 2003 for an equal number of shares of its common stock. Such exchange occurred on November 25, 2003. In connection with the Company exchanging its Class B common stock, the Operating Partnership exchanged its Class B units with the Company for an equal number of common units.
On November 10, 2003, as partial consideration for the Company’s sale of its Long Island industrial building portfolio to the departing Rechler family members, the Operating Partnership redeemed and retired, approximately 3.9 million OP Units valued at approximately $90.4 million or $23.00 per unit. In addition, as further consideration, the Operating Partnership assigned approximately $6.0 million of mortgage indebtedness to the purchaser.
During the year ended December 31, 2003, certain limited partners exchanged approximately 258,000 OP Units for an equal number of shares of the Company’s common stock.
13. Commitments and Contingencies
The Company has entered into amended and restated employment and noncompetition agreements with three executive officers. The agreements are for five years and expire on August 15, 2005. The Company has also entered into an employment agreement with one additional officer prior to his appointment as an executive officer. This agreement expires in December 2006.
The Operating Partnership had undrawn letters of credit outstanding against its Credit Facility of approximately $1.2 million and $1.0 million at December 31, 2004 and 2003, respectively.
The Company, through its Service Companies, sponsors a defined contribution savings plan pursuant to Section 401(k) of the Code. Under such plan, there are no prior service costs. Employees are generally eligible to participate in the plan after three months of service. Employer contributions are based on a discretionary amount determined by the Company’s management. Commencing with the calendar year beginning January 1, 2004, the Company elected to match 50% of eligible participants deferral contribution up to 3% of their annual compensation, as defined, up to an aggregate of $1,000 per employee per year. Such employer matching contributions aggregated approximately $156,000 for the plan year ended December 31, 2004.
A number of shareholder derivative actions have been commenced purportedly on behalf of the Company against the Board of Directors relating to the Disposition. The complaints allege, among other things, that the process by which the directors agreed to the transaction was not sufficiently independent of the Rechler family and did not involve a “market check” or third party auction process and, as a result, was not for adequate consideration. The plaintiffs seek similar relief, including a declaration that the directors
99
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
14. Quarterly Financial Data (Unaudited)
violated their fiduciary duties and damages. On May 25, 2004, the Circuit Court for Baltimore City granted the Defendants’ motions to dismiss the three consolidated Maryland actions on the ground that the Plaintiffs in those actions had failed to make a pre-suit demand on the Board of Directors, or to allege facts showing that such a demand would have been futile. Final judgment was entered on June 8, 2004, and on June 30, 2004, the Plaintiffs in the Maryland actions filed a notice of appeal from that judgment to the Maryland Court of Special Appeals. The Company’s management believes that the complaints are without merit.
The following summary represents the Operating Partnership’s results of operations for each fiscal quarter during 2004 and 2003 (in thousands, except share amounts):
| 2004 |
|||||||||||||
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||
Total revenues as previously reported |
$ | 134,968 | $ | 130,566 | $ | 138,098 | $ | 135,652 | |||||
Revenues from discontinued operations(a) |
(1,920 | ) | (1,573 | ) | (1,690 | ) | — | ||||||
Total revenues(b) |
$ | 133,048 | $ | 128,993 | $ | 136,408 | $ | 135,652 | |||||
Income before preferred distributions, minority interests, equity in earnings of a real estate joint venture and discontinued operations |
$ | 20,946 | $ | 17,964 | $ | 20,463 | $ | 16,743 | |||||
Preferred distributions |
(4,533 | ) | (4,399 | ) | (3,478 | ) | (367 | ) | |||||
Redemption charges on Series A preferred units |
— | — | (6,717 | ) | (9,095 | ) | |||||||
Minority interests |
(6,181 | ) | (4,422 | ) | (4,135 | ) | (3,769 | ) | |||||
Equity in earnings of a real estate joint venture |
114 | 294 | 112 | 83 | |||||||||
Discontinued operations (net of minority interests) |
6,554 | 4,307 | 3,050 | 1,149 | |||||||||
Net income allocable to common unitholders |
$ | 16,900 | $ | 13,744 | $ | 9,295 | $ | 4,744 | |||||
Net income allocable to: |
|||||||||||||
Common unitholders |
$ | 16,767 | $ | 13,644 | $ | 9,231 | $ | 4,714 | |||||
Class C common unitholders |
133 | 100 | 64 | 30 | |||||||||
Total |
$ | 16,900 | $ | 13,744 | $ | 9,295 | $ | 4,744 | |||||
Net income per weighted average common unit: |
|||||||||||||
Common |
$ | .26 | $ | .19 | $ | .13 | $ | .06 | |||||
Class C common |
$ | .29 | $ | .21 | $ | .14 | $ | .06 | |||||
Weighted average common units outstanding: |
|||||||||||||
Common |
64,448,000 | 69,977,000 | 73,323,000 | 80,005,000 | |||||||||
Class C common |
466,000 | 466,000 | 466,000 | 466,000 | |||||||||
| (a) | Excludes revenues from discontinued operations which were previously excluded from total revenues as previously reported. |
| (b) | Amounts have been adjusted to give effect to the Operating Partnership’s discontinued operations in accordance with Statement No. 144. |
100
RECKSON OPERATING PARTNERSHIP,
L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2004
14. Quarterly Financial Data (Unaudited) — (Continued)
| 2003 |
|||||||||||||
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||
Total revenues as previously reported |
$ | 130,760 | $ | 127,412 | $ | 118,105 | $ | 118,679 | |||||
Revenues from discontinued operations(a) |
(16,441 | ) | (16,126 | ) | (3,971 | ) | (4,093 | ) | |||||
Total revenues(b) |
$ | 114,319 | $ | 111,286 | $ | 114,134 | $ | 114,586 | |||||
Income before preferred distributions, minority interests, equity (loss) in earnings of a real estate joint venture and discontinued operations |
$ | 15,737 | $ | 13,960 | $ | 15,085 | $ | 4,612 | |||||
Preferred distributions |
(5,590 | ) | (5,591 | ) | (5,589 | ) | (5,590 | ) | |||||
Minority interests |
(4,401 | ) | (4,062 | ) | (4,117 | ) | (4,277 | ) | |||||
Equity (loss) in earnings of a real estate joint venture and service companies |
106 | (270 | ) | 134 | 60 | ||||||||
Discontinued operations (net of minority interests) |
3,807 | 4,422 | 5,695 | 132,233 | |||||||||
Net income allocable to common unitholders |
$ | 9,659 | $ | 8,459 | $ | 11,208 | $ | 127,038 | |||||
Net income allocable to: |
|||||||||||||
Common unitholders |
$ | 7,591 | $ | 6,643 | $ | 8,764 | $ | 114,998 | |||||
Class B common unitholders |
2,068 | 1,816 | 2,396 | 11,008 | |||||||||
Class C common unitholders |
— | — | 48 | 1,032 | |||||||||
Total |
$ | 9,659 | $ | 8,459 | $ | 11,208 | $ | 127,038 | |||||
Net income per weighted average common unit: |
|||||||||||||
Common |
$ | .14 | $ | .12 | $ | .16 | $ | 2.01 | |||||
Class B common |
$ | .21 | $ | .18 | $ | .24 | $ | 1.86 | |||||
Class C common |
$ | — | $ | — | $ | .17 | $ | 2.21 | |||||
Weighted average common units outstanding: |
|||||||||||||
Common |
55,447,000 | 55,277,000 | 55,285,000 | 57,093,000 | |||||||||
Class B common |
9,915,000 | 9,915,000 | 9,915,000 | 5,928,000 | |||||||||
Class C common |
— | — | 278,000 | 466,000 | |||||||||
| (a) | Excludes revenues from discontinued operations which were previously excluded from total revenues as previously reported. |
| (b) | Amounts have been adjusted to give effect to the Operating Partnership’s discontinued operations in accordance with Statement No. 144. |
15. Subsequent Event
On March 16, 2005 a wholly owned subsidiary of the Operating Partnership advanced (i) $8,031,250 (the “5 Year Mezz Loan”) and (ii) $20,355,625 (the “7 Year Mezz Loan”) under two mezzanine loan agreements. The 5 Year Mezz Loan matures on April 11, 2010, bears interest at 9% per annum and is secured by indirect ownership interests in ten suburban office properties located in adjacent office parks in Long Island, New York, other guaranties, pledges and assurances. The 7 Year Mezz Loan matures on April 11, 2012, bears interest at 9% per annum and is secured by indirect ownership interests in twenty-two suburban office properties located in adjacent office parks in Long Island, New York, other guaranties, pledges and assurances. Each of these loans are pre-payable without penalty after 18 months. The Operating Partnership made these investments through a borrowing under the Credit Facility.
101
RECKSON OPERATING PARTNERSHIP, L.P.
SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
The changes in real estate for each of the periods in the three years ended December 31, 2004 are as follows:
| 2004 | 2003 | 2002 | ||||||||
Real estate balance at beginning of period |
$ | 2,689,812 | $ | 2,604,542 | $ | 2,525,451 | ||||
Improvements / revaluations |
91,903 | 73,495 | 79,146 | |||||||
Disposals, including write-off of fully depreciated building improvements |
(2,641 | ) | (19,862 | ) | (55 | ) | ||||
Properties held for sale |
(35 | ) | — | — | ||||||
Acquisitions |
416,025 | 31,637 | — | |||||||
Balance at end of period |
$ | 3,195,064 | $ | 2,689,812 | $ | 2,604,542 | ||||
The changes in accumulated depreciation, exclusive of amounts relating to equipment, autos, furniture and fixtures, for each of the periods in the three years ended December 31, 2004 are as follows:
| 2004 | 2003 | 2002 | ||||||||
Balance at beginning of period |
$ 449,043 | $ | 364,390 | $ | 283,465 | |||||
Depreciation for period |
103,745 | 91,028 | 81,339 | |||||||
Disposals, including write-off of fully depreciated building improvements |
(1,330 | ) | (6,375 | ) | (414 | ) | ||||
Accumulated depreciation on assets held for sale |
(440 | ) | — | — | ||||||
Balance at end of period |
$ | 551,018 | $ | 449,043 | $ | 364,390 | ||||
S-1
RECKSON OPERATING PARTNERSHIP, L.P.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2004
(in thousands)
Column A |
Column B | Column C | Column D | Column E | Column F | Column G | Column H | Column I | |||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||
| Initial Cost |
Cost Capitalized, Subsequent to Acquisition |
Gross Amount At Which Carried At Close of Period |
Life On Which |
||||||||||||||||||||||||||||||||||
Description |
Encumbrance | Land | Buildings and Improvements |
Land | Buildings and Improvements |
Land | Buildings and Improvements |
Total | Accumulated Depreciation |
Date of Construction |
Date Acquired |
Depreciation is Computed |
|||||||||||||||||||||||||
50 Charles Lindbergh Blvd., Mitchel Field, New York |
— | (A) | 12,089 | — | 7,004 | — | 19,093 | 19,093 | 13,053 | 1984 | 1984 | 10 - 30 Years |
|||||||||||||||||||||||||
200 Broadhollow Road Melville, New York |
— | 338 | 3,354 | — | 3,652 | 338 | 7,006 | 7,344 | 5,331 | 1981 | 1981 | 10 - 30 Years |
|||||||||||||||||||||||||
48 South Service Road Melville, New York |
— | 1,652 | 10,245 | — | 6,170 | 1,652 | 16,415 | 18,067 | 10,217 | 1986 | 1986 | 10 - 30 Years |
|||||||||||||||||||||||||
395 North Service Road Melville, New York |
18,893 | (A) | 15,551 | — | 7,801 | — | 23,352 | 23,352 | 14,708 | 1988 | 1988 | 10 - 30 Years |
|||||||||||||||||||||||||
6800 Jericho Turnpike Syosset, New York |
13,450 | 582 | 6,566 | — | 11,074 | 582 | 17,640 | 18,222 | 12,754 | 1977 | 1978 | 10 - 30 Years |
|||||||||||||||||||||||||
6900 Jericho Turnpike Syosset, New York |
7,099 | 385 | 4,228 | — | 4,335 | 385 | 8,563 | 8,948 | 5,932 | 1982 | 1982 | 10 - 30 Years |
|||||||||||||||||||||||||
300 Motor Parkway Hauppauge, New York |
— | 276 | 1,136 | — | 1,901 | 276 | 3,037 | 3,313 | 1,997 | 1979 | 1979 | 10 - 30 Years |
|||||||||||||||||||||||||
88 Duryea Road Melville, New York |
— | 200 | 1,565 | — | 854 | 200 | 2,419 | 2,619 | 1,653 | 1980 | 1980 | 10 - 30 Years |
|||||||||||||||||||||||||
333 Earl Ovington Blvd., (Omni) Mitchel Field, New York |
51,795 | (A) | 67,221 | — | 24,700 | — | 91,921 | 91,921 | 37,930 | 1990 | 1995 | 10 - 30 Years |
|||||||||||||||||||||||||
40 Cragwood Road South Plainfield, New Jersey |
— | 725 | 7,131 | — | 6,543 | 725 | 13,674 | 14,399 | 9,566 | 1970 | 1983 | 10 - 30 Years |
|||||||||||||||||||||||||
333 East Shore Road Great Neck, New York |
— | (A) | 564 | — | 624 | — | 1,188 | 1,188 | 840 | 1976 | 1976 | 10 - 30 Years |
|||||||||||||||||||||||||
310 East Shore Road Great Neck, New York |
— | 485 | 2,009 | — | 2,739 | 485 | 4,748 | 5,233 | 2,858 | 1981 | 1981 | 10 - 30 Years |
|||||||||||||||||||||||||
35 Pinelawn Road Melville, New York |
— | 999 | 7,073 | — | 3,364 | 999 | 10,437 | 11,436 | 3,725 | 1980 | 1995 | 10 - 30 Years |
|||||||||||||||||||||||||
520 Broadhollow Road Melville, New York |
— | 457 | 5,572 | (1 | ) | 2,921 | 456 | 8,493 | 8,949 | 3,462 | 1978 | 1995 | 10 - 30 Years |
||||||||||||||||||||||||
1660 Walt Whitman Road Melville, New York |
— | 370 | 5,072 | — | 1,920 | 370 | 6,992 | 7,362 | 2,036 | 1980 | 1995 | 10 - 30 Years |
|||||||||||||||||||||||||
48 Harbor Park Drive Port Washington, New York |
— | 1,304 | 2,247 | — | 570 | 1,304 | 2,817 | 4,121 | 756 | 1976 | 1996 | 10 - 30 Years |
|||||||||||||||||||||||||
60 Charles Lindbergh Mitchel Field, New York |
— | (A) | 20,800 | — | 3,175 | — | 23,975 | 23,975 | 7,215 | 1989 | 1996 | 10 - 30 Years |
|||||||||||||||||||||||||
S-2
RECKSON OPERATING PARTNERSHIP, L.P.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2004
(in thousands)
Column A |
Column B | Column C | Column D | Column E | Column F | Column G | Column H | Column I | |||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||
| Initial Cost |
Cost Capitalized, Subsequent to Acquisition |
Gross Amount At Which Carried At Close of Period |
Life On Which |
||||||||||||||||||||||||||||||||||
Description |
Encumbrance | Land | Buildings
and Improvements |
Land | Buildings
and Improvements |
Land | Buildings
and Improvements |
Total | Accumulated Depreciation |
Date of Construction |
Date Acquired |
Depreciation is Computed |
|||||||||||||||||||||||||
505 White Plains Road Tarrytown, New York |
— | 210 | 1,332 | — | 506 | 210 | 1,838 | 2,048 | 647 | 1974 | 1996 | 10 - 30 Years | |||||||||||||||||||||||||
555 White Plains Road Tarrytown, New York |
— | 712 | 4,133 | 51 | 4,810 | 763 | 8,943 | 9,706 | 4,301 | 1972 | 1996 | 10 - 30 Years | |||||||||||||||||||||||||
560 White Plains Road Tarrytown, New York |
— | 1,521 | 8,756 | (1 | ) | 5,824 | 1,520 | 14,580 | 16,100 | 5,214 | 1980 | 1996 | 10 - 30 Years | ||||||||||||||||||||||||
580 White Plains Road Tarrytown, New York |
12,250 | 2,414 | 14,595 | — | 3,873 | 2,414 | 18,468 | 20,882 | 6,695 | 1997 | 1996 | 10 - 30 Years | |||||||||||||||||||||||||
660 White Plains Road Tarrytown, New York |
— | 3,929 | 22,640 | 45 | 7,146 | 3,974 | 29,786 | 33,760 | 10,247 | 1983 | 1996 | 10 - 30 Years | |||||||||||||||||||||||||
Landmark Square Stamford, Connecticut |
42,879 | 11,603 | 64,466 | 1,848 | 36,229 | 13,451 | 100,695 | 114,146 | 27,342 | 1973-1984 | 1996 | 10 - 30 Years | |||||||||||||||||||||||||
One Eagle Rock, East Hanover, New Jersey |
— | 803 | 7,563 | — | 5,381 | 803 | 12,944 | 13,747 | 4,539 | 1986 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
710 Bridgeport Avenue Shelton, Connecticut |
— | 5,405 | 21,620 | 7 | 1,162 | 5,412 | 22,782 | 28,194 | 6,008 | 1971-1979 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
10 Rooney Circle West Orange, New Jersey |
— | 1,302 | 4,615 | 1 | 1,446 | 1,303 | 6,061 | 7,364 | 1,575 | 1971 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
Executive Hill Office Park West Orange, New Jersey |
— | 7,629 | 31,288 | 4 | 5,232 | 7,633 | 36,520 | 44,153 | 9,297 | 1978-1984 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
3 University Plaza Hackensack, New Jersey |
— | 7,894 | 11,846 | — | 3,275 | 7,894 | 15,121 | 23,015 | 4,518 | 1985 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
150 Motor Parkway Hauppauge, New York |
— | 1,114 | 20,430 | — | 4,547 | 1,114 | 24,977 | 26,091 | 6,981 | 1984 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
Reckson Executive Park Ryebrook, New York |
— | 18,343 | 55,028 | — | 9,602 | 18,343 | 64,630 | 82,973 | 14,891 | 1983-1986 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
80 Grasslands Elmsford, New York |
— | 1,208 | 6,728 | — | 740 | 1,208 | 7,468 | 8,676 | 1,944 | 1989/1964 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
100 Forge Way Rockaway, New Jersey |
— | 315 | 902 | — | 151 | 315 | 1,053 | 1,368 | 272 | 1986 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
200 Forge Way Rockaway, New Jersey |
— | 1,128 | 3,228 | — | 594 | 1,128 | 3,822 | 4,950 | 977 | 1989 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
300 Forge Way Rockaway, New Jersey |
— | 376 | 1,075 | — | 342 | 376 | 1,417 | 1,793 | 458 | 1989 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
S-3
RECKSON OPERATING PARTNERSHIP, L.P.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2004
(in thousands)
Column A |
Column B | Column C | Column D | Column E | Column F | Column G | Column H | Column I | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
| Initial Cost |
Cost Capitalized, Subsequent to Acquisition |
Gross Amount At Which Carried At Close of Period |
Life On Which |
||||||||||||||||||||||||||||||||||
Description |
Encumbrance | Land | Buildings
and Improvements |
Land | Buildings
and Improvements |
Land | Buildings
and Improvements |
Total | Accumulated Depreciation |
Date of Construction |
Date Acquired |
Depreciation is Computed |
|||||||||||||||||||||||||
400 Forge Way Rockaway, New Jersey |
— | 1,142 | 3,267 | — | 321 | 1,142 | 3,588 | 4,730 | 816 | 1989 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
51 - 55 Charles Lindbergh
Blvd. |
|||||||||||||||||||||||||||||||||||||
Mitchel Field,
New York |
— | (A) | 27,975 | — | 4,334 | — | 32,309 | 32,309 | 9,375 | 1981 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
100 Summit Drive Valhalla, New York |
16,211 | 3,007 | 41,351 | — | 5,463 | 3,007 | 46,814 | 49,821 | 11,926 | 1988 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
115/117 Stevens Avenue Valhalla, New York |
— | 1,094 | 22,490 | — | 2,128 | 1,094 | 24,618 | 25,712 | 5,791 | 1984 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
200 Summit Lake Drive Valhalla, New York |
18,460 | 4,343 | 37,305 | — | 11,346 | 4,343 | 48,651 | 52,994 | 11,388 | 1990 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
140 Grand Street White Plains, New York |
— | 1,932 | 18,744 | (1 | ) | 633 | 1,931 | 19,377 | 21,308 | 4,218 | 1991 | 1998 | 10 - 30 Years | ||||||||||||||||||||||||
500 Summit Lake Drive Valhalla, New York |
— | 7,052 | 37,309 | — | 7,842 | 7,052 | 45,151 | 52,203 | 12,774 | 1986 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
120 W.45th Street New York, New York |
— | 28,757 | 162,809 | 7,660 (B) | 6,545 | 36,417 | 169,354 | 205,771 | 31,896 | 1998 | 1999 | 10 - 30 Years | |||||||||||||||||||||||||
1255 Broad Street Clifton, New Jersey |
— | 1,329 | 15,869 | — | 4,395 | 1,329 | 20,264 | 21,593 | 4,878 | 1999 | 1999 | 10 - 30 Years | |||||||||||||||||||||||||
810 7th Avenue New York, New York |
79,651 | 26,984 (A) | 152,767 | 117 | 17,827 | 27,101 | 170,594 | 197,695 | 31,934 | 1970 | 1999 | 10 - 30 Years | |||||||||||||||||||||||||
100 Wall Street New York, New York |
34,516 | 11,749 | 66,517 | 93 | 14,745 | 11,842 | 81,262 | 93,104 | 15,735 | 1969 | 1999 | 10 - 30 Years | |||||||||||||||||||||||||
One Orlando Orlando, Florida |
— | 9,386 | 51,136 | 32 | 7,502 | 9,418 | 58,638 | 68,056 | 11,233 | 1987 | 1999 | 10 - 30 Years | |||||||||||||||||||||||||
1350 Avenue of the Americas New York, New York |
73,009 | 19,222 | 109,168 | — | 21,244 | 19,222 | 130,412 | 149,634 | 21,812 | 1966 | 2000 | 10 - 30 Years | |||||||||||||||||||||||||
919 3rd. Avenue New York, New York |
241,305 | 101,644 (A) | 205,736 | 12,795 | 90,639 | 114,439 | 296,375 | 410,814 | 38,446 | 1970 | 2000 | 10 - 30 Years | |||||||||||||||||||||||||
360 Hamilton Avenue White Plains, New York |
— | 2,838 | 34,606 | — | 23,464 | 2,838 | 58,070 | 60,908 | 11,638 | 2000 | 2000 | 10 - 30 Years | |||||||||||||||||||||||||
492 River Road Nutley, New Jersey |
— | 2,615 | 5,102 | 1 | 4,354 | 2,616 | 9,456 | 12,072 | 1,921 | 2000 | 2000 | 10 - 30 Years | |||||||||||||||||||||||||
275 Broadhollow Road Melville, New York |
— | 3,850 | 12,958 | 972 | 9,370 | 4,822 | 22,328 | 27,150 | 2,857 | 1970 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
S-4
RECKSON OPERATING PARTNERSHIP, L.P.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2004
(in thousands)
Column A |
Column B | Column C | Column D | Column E | Column F | Column G | Column H | Column I | |||||||||||||||||||||||||||||
| Initial Cost |
Cost Capitalized, Subsequent to Acquisition |
Gross Amount At Which Carried At Close of Period |
Life On Which |
||||||||||||||||||||||||||||||||||
Description |
Encumbrance | Land | Buildings and Improvements |
Land | Buildings and Improvements |
Land | Buildings and Improvements |
Total | Accumulated Depreciation |
Date of Construction |
Date Acquired |
Depreciation is Computed |
|||||||||||||||||||||||||
400 Garden City Plaza Garden City, New York |
— | 9,081 | 17,004 | (3,975 | ) | (22,583 | ) | 5,106 | (5,579 | ) | (473 | ) | 17 | 1989 | 1997 | 10 - 30 Years | |||||||||||||||||||||
90 Merrick Avenue East Meadow, New York |
— | (A) | 23,804 | — | 8,115 | — | 31,919 | 31,919 | 5,627 | 1985 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
120 White Plains Rd Tarrytown, New York |
— | 3,852 | 24,861 | — | 4,651 | 3,852 | 29,512 | 33,364 | 5,109 | 1984 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
100 White Plains Road Tarrytown, New York |
— | 79 | 472 | — | 79 | 79 | 551 | 630 | 76 | 1984 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
51 JFK Parkway Short Hills, New Jersey |
— | 10,053 | 62,504 | 1 | 1,159 | 10,054 | 63,663 | 73,717 | 12,157 | 1988 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
680 Washington Blvd Stamford, Connecticut |
— | 4,561 | 23,698 | 530 | 457 | 5,091 | 24,155 | 29,246 | 4,619 | 1989 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
750 Washington Blvd Stamford, Connecticut |
— | 7,527 | 31,940 | 530 | 199 | 8,057 | 32,139 | 40,196 | 5,926 | 1989 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
1305 Walt Whitman Road Melville, New York |
— | 3,934 | 24,040 | — | 806 | 3,934 | 24,846 | 28,780 | 5,200 | 1999 | 1999 | 10 - 30 Years | |||||||||||||||||||||||||
50 Marcus Drive Melville, New York |
— | 930 | 13,600 | 69 | 6,569 | 999 | 20,169 | 21,168 | 2,794 | 2001 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
100 Grasslands Road Elmsford, New York |
— | 289 | 3,382 | — | 934 | 289 | 4,316 | 4,605 | 830 | 2001 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
58 South Service Road Melville, New York |
— | 1,061 | — | 6,888 | 45,696 | 7,949 | 45,696 | 53,645 | 5,597 | 2001 | 1998 | 10 - 30 Years | |||||||||||||||||||||||||
103 JFK Parkway Short Hills, New Jersey |
— | 3,098 | 18,011 | 217 | 11,363 | 3,315 | 29,374 | 32,689 | 5,417 | 2002 | 1997 | 10 - 30 Years | |||||||||||||||||||||||||
1055 Washington Blvd Stamford, Connecticut |
— | — | 31,637 | — | 432 | — | 32,069 | 32,069 | 1,503 | 1987 | 2003 | 10 - 30 Years | |||||||||||||||||||||||||
3 Giralda Farms Chattam, New Jersey |
— | 5,675 | 17,028 | — | 69 | 5,675 | 17,097 | 22,772 | 240 | 1990 | 2004 | 10-30 Years | |||||||||||||||||||||||||
44 Whippany Chattam, New Jersey |
— | 7,500 | 22,006 | — | 10 | 7,500 | 22,016 | 29,516 | 184 | 1985 | 2004 | 10-30 Years | |||||||||||||||||||||||||
1185 Avenue of the Americas New York, New York |
— | — | 322,180 | — | 21,676 | — | 343,856 | 343,856 | 11,102 | 1969 | 2004 | 10-30 Years | |||||||||||||||||||||||||
S-5
RECKSON OPERATING PARTNERSHIP, L.P.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2004
(in thousands)
Column A |
Column B | Column C | Column D | Column E | Column F | Column G | Column H | Column I | |||||||||||||||||||||||||||||
| Initial Cost |
Cost Capitalized, Subsequent to Acquisition |
Gross Amount At Which Carried At Close of Period |
Life On Which |
||||||||||||||||||||||||||||||||||
Description |
Encumbrance | Land | Buildings and Improvements |
Land | Buildings and Improvements |
Land | Buildings and Improvements |
Total | Accumulated Depreciation |
Date of Construction |
Date Acquired |
Depreciation is Computed |
|||||||||||||||||||||||||
300 Broadhollow Road Melville, New York |
— | 10,250 | 31,386 | — | — | 10,250 | 31,386 | 41,636 | 268 | 1989 | 2004 | 10-30 Years | |||||||||||||||||||||||||
32 Windsor Islip, New York |
— | 32 | 321 | — | 46 | 32 | 367 | 399 | 367 | 1971 | 1971 | 10-30 Years | |||||||||||||||||||||||||
101 JFK Expressway Short Hills, New Jersey |
— | 4,646 | 25,878 | 275 | 15,175 | 4,921 | 41,053 | 45,974 | 7,966 | 1981 | 1997 | 10-30 Years | |||||||||||||||||||||||||
Land held for development |
— | 90,609 | — | — | — | 90,609 | — | 90,609 | — | N/A | Various | N/A | |||||||||||||||||||||||||
Developments in progress |
— | — | 21,363 | — | — | — | 21,363 | 21,363 | — | ||||||||||||||||||||||||||||
Other property |
— | — | — | — | 23,002 | — | 23,002 | 23,002 | 7,442 | ||||||||||||||||||||||||||||
Total |
$ | 609,518 | $ | 463,800 | $ | 2,172,892 | $ | 28,158 | $ | 530,214 | $ | 491,958 | $ | 2,703,106 | $ | 3,195,064 | $ | 551,018 | |||||||||||||||||||
| A | These land parcels, or a portion of the land parcels, on which the building and improvements were constructed are subject to a ground lease. |
| B | Includes costs incurred to acquire the lessor’s rights to an air rights lease agreement. |
The aggregate cost of Federal Income Tax purposes was approximately $2,370 million at December 31, 2004.
S-6
| EXHIBIT NUMBER |
DESCRIPTION | |||
| 12.1 | Statement of Ratios of Earnings to Fixed Charges | |||
| 21.1 | Statement of Subsidiaries | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm | |||
| 24.1 | Power of Attorney (included in Part IV of the Form 10-K) | |||
| 31.1 | Certification of Scott H. Rechler, Chairman of the Board, Chief Executive Officer and President of Reckson Associates Realty Corp., the sole general partner of the Registrant, pursuant to Rule 13a–14(a) or Rule 15(d)–14(a) | |||
| 31.2 | Certification of Michael Maturo, Executive Vice President, Treasurer and Chief Financial Officer of Reckson Associates Realty Corp., the sole general partner of the Registrant, pursuant to Rule 13a–14(a) or Rule 15(d)–14(a) | |||
| 32.1 | Certification of Scott H. Rechler, Chairman of the Board, Chief Executive Officer and President of Reckson Associates Realty Corp., the sole general partner of the Registrant, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code | |||
| 32.2 | Certification of Michael Maturo, Executive Vice President, Treasurer and Chief Financial Officer of Reckson Associates Realty Corp., the sole general partner of the Registrant, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code |