SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
-------------
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 21, 2003
RECKSON ASSOCIATES REALTY CORP.
and
RECKSON OPERATING PARTNERSHIP, L.P.
(Exact name of each Registrant as specified in its Charter)
Reckson Associates Realty Corp. - Reckson Associates Realty Corp. -
Maryland 11-3233650
Reckson Operating Partnership, L.P. - Reckson Operating Partnership, L.P. -
Delaware 11-3233647
------------------------------------- -------------------------------------
(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
225 Broadhollow Road
Melville, New York 11747
---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
1-13762
------------------------
(Commission File Number)
(631) 694-6900
----------------------------------------------------
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 10, 2003, Reckson Associates Realty Corp. (the "Company")
announced that it had entered into agreements relating to the disposition of its
Long Island industrial building portfolio (the "Disposition") to members of the
Rechler family for approximately $315.5 million in cash and other consideration.
The transactions contemplated by the agreements were consummated on November 10
and November 12, 2003. As a result, the Company has disposed of all but three of
its 95 property, 5.9 million square foot, Long Island industrial building
portfolio for approximately $225.1 million in cash and debt assumption and
3,932,111 Class A common units of limited partnership interest of Reckson
Operating Partnership, L.P. valued at approximately $90.4 million. Approximately
$204 million of cash sales proceeds from the Disposition were used to repay
borrowings under the Company's unsecured revolving credit facility (the "Credit
Facility"). The remaining cash sale proceeds were applied as a contract deposit
on the pending acquisition of 1185 Avenue of the Americas, New York, NY. The
remaining three properties, two of which are subject to transfer pursuant to
Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), are
anticipated to close within three to six months. Although the Company had
considered applying a portion of the cash sale proceeds to redeem its
outstanding Series B preferred stock, it no longer anticipates using such cash
sale proceeds for this purpose.
In addition, four of the five remaining options granted to the Company
at the time of the Company's IPO to purchase interests in properties owned by
Rechler family members (including three properties in which the Rechler family
members hold non-controlling interests and one industrial property) were
terminated along with the Company's management contracts relating to three of
such properties. In return the Company received an aggregate payment from the
Rechler family members of $972,000. Rechler family members also extended the
term of the remaining option on the property located at 225 Broadhollow Road,
Melville, New York (the Company's current headquarters) for five years and
released 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, as part of the transaction, the Rechler family
entity was granted rights of first refusal with respect to five vacant land
parcels located near the industrial properties for a period of five years.
In connection with the closing, each of Donald Rechler, Roger Rechler,
Gregg Rechler and Mitchell Rechler resigned as an officer of the Company. Mr.
Donald Rechler remains a member of the Board of Directors of the Company. In
settlement of their employment agreements, these four executives received
accelerated vesting of certain equity based awards and an assignment of certain
loans owed to the Company, as described below. Additionally, these exiting
executives have agreed to provide two-year commitments to assist the Company in
the transition and entered into specified non-compete arrangements.
In addition, the Company also announced certain other management
changes and corporate governance enhancements. The reconstituted Board consists
of six independent directors and Messrs. Scott and Donald Rechler. The Company
has filled the executive positions vacated by the departing Rechler family
members by promoting from within.
In conjunction with this transaction, the Company is also proposing to
de-stagger its Board of Directors at its next Annual Shareholders Meeting, to
opt out of state anti-takeover provisions and to authorize modification of the
ownership limit currently in its charter relating to the "five or fewer rule"
under the REIT qualification provisions of the U.S. Internal Revenue Code.
On November 10, 2003, in connection with the Company's sale of its Long
Island industrial building portfolio and the settlement of the employment
contracts of the departing Rechler family members, 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 $575,000 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 rights to receive shares of Class A common stock that were granted in 2002
and 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 March 2003 LTIP, each received 8,681 shares of the Company's
Class A common stock related to the service component of their core award which
was valued at $399,000 in the aggregate. In addition, if the Company attains its
annual performance measure in March 2004, these individuals will also be
entitled to each receive 26,041 shares of Class A common stock representing the
balance of the annual core award as if they had remained in continuous
employment with the Company. The remainder of their core awards, aggregating
208,334 shares of Class A common stock, was forfeited as was the entire amount
of their special outperformance component of the March 2003 LTIP.
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. The Company believes that complaints are without merit.
The descriptions of the Disposition contained in the Company's current
reports on Form 8-K filed with the Securities and Exchange Commission on
September 18, 2003, October 1, 2003 and October 22, 2003 and the Company's
quarterly report on Form 10-Q filed with the Securities and Exchange Commission
on November 14, 2003 are incorporated herein by reference. The information in
this current report on Form 8-K supplements and amends the information contained
in those previously filed reports.
3
ITEM 5. OTHER EVENTS AND REQUIRED REGULATION FD DISCLOSURE
On November 10, 2003, the Company entered into a contract to acquire
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 City for $321 million.
The building is presently encumbered by a $202 million mortgage and $48 million
of mezzanine debt that the Company would assume at closing. The balance of the
purchase price would be paid through an advance under the Credit Facility. The
floating rate mortgage and mezzanine debt both mature in August 2004 and
presently have a weighted average interest rate of 4.95%. The property is also
encumbered by a ground lease which has a remaining term of approximately 40
years (inclusive of a 20 year extension term exercisable by the Company as
lessee) with rent scheduled to be re-set at the end of 2005. The closing is
subject to customary consents and conditions. There can be no assurance that the
transaction will be cosummated.
The Company has also entered into a contract to sell 538 Broadhollow
Road, Melville, New York, a 181,000 square foot office property located on Long
Island for approximately $24.3 million that is scheduled to close during the
fourth quarter of 2003. Net proceeds from the sale will be used to repay
borrowings under the Credit Facility. The closing is subject to customary
consents and conditions. There can be no assurance that this transaction will be
consummated.
4
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
Report of Independent Auditors
BOARD OF DIRECTORS AND STOCKHOLDERS
RECKSON ASSOCIATES REALTY CORP.
We have audited the statement of revenues and certain expenses of 1185 Avenue of
the Americas, New York, NY (the "Company") for the year ended December 31, 2002.
The financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our
opinion.
The accompanying statement of revenues and certain expenses was prepared for the
purpose of complying with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission for inclusion in form 8-K of Reckson Associates Realty
Corp., and is not intended to be a complete presentation of the Company's
revenues and expenses.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the revenues and certain expenses of the Company, as
described in Note 1, for the year ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States.
Beck & Company, LLC
New York, New York
November 18, 2003
Statement of Revenues and Certain Expenses of 1185 Avenue of the
Americas, New York, New York for the nine months ended September 30,
2003 (unaudited) and the year ended December 31, 2002 and related notes
(Unaudited)
Year Nine Months
Ended Ended
12/31/02 9/30/03
----------- -----------
Revenues:
Rents (Note 3) $34,808,634 $27,926,298
Tenant escalations and reimbursements 5,814,932 4,971,903
Other 797,772 694,031
----------- -----------
Total revenues 41,421,338 33,592,232
----------- -----------
Expenses:
Real estate taxes 7,800,891 6,501,768
Utilities 3,925,589 3,508,047
Cleaning 1,844,666 1,517,475
Insurance 1,025,046 1,338,897
Ground rent (Note 5) 811,826 608,871
Salaries and benefits 956,272 764,804
Repairs and maintenance 882,496 616,873
General and administrative 873,526 709,339
----------- -----------
Total certain expenses 18,120,312 15,566,074
----------- -----------
Revenues in excess of certain expenses $23,301,026 $18,026,158
=========== ===========
See notes to the financial statement.
6
1185 AVENUE OF THE AMERICAS
NOTES TO THE STATEMENT OF REVENUES AND CERTAIN EXPENSES
1. Organization and Significant Accounting Policies
------------------------------------------------
Presented herein is the statements of revenues and certain expenses related to
the operation of an office building located at 1185 Avenue of the Americas, New
York, NY (the "Property"). On November 10, 2003, Reckson Associates Realty
Corp., entered into an agreement to acquire the Property, closing is expected to
occur in December 2003.
The accompanying financial statements have been prepared in accordance with the
applicable rules and regulations of the Securities and Exchange Commission for
the acquisition of real estate properties. Accordingly, the financial statements
exclude certain expenses that may not be comparable to those expected to be
incurred by the Company in the proposed future operations of the aforementioned
property. Items excluded consist of interest, depreciation, amortization and
other expenses not directly associated with the future operations.
2. Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of the statement of revenues and certain expenses in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the statement of revenues and certain expenses and accompanying notes. Actual
results could differ from those estimates.
3. Revenue Recognition
-------------------
Minimum rental income is generally recognized on a straight-line basis over the
term of the lease. Space is leased to tenants under leases ranging from 1 to 20
years. Rental income is recognized over the terms of the leases as it is earned.
The leases generally also require that the tenant reimburse the landlord for
increases in certain operating costs and real estate taxes above base year
costs.
Five tenants individually occupy in excess of 10% and in the aggregate
approximately 56% of the rentable space in the Property. Revenues therefrom
aggregated approximately 53% of the Property's annual base rent. These leases
expire at various dates between December 2005 and October 2013.
4. Future Rental Income
--------------------
Future minimum rental payments due from tenants under non-cancelable operating
leases as of December 31, 2002 are as follows:
Year Ended
----------
2003 $ 35,020,000
2004 35,982,000
2005 35,839,000
2006 34,276,000
2007 33,072,000
Thereafter 193,993,000
------------
$368,182,000
------------
7
1185 AVENUE OF THE AMERICAS
NOTES TO THE STATEMENT OF REVENUES AND CERTAIN EXPENSES
5. Land Lease
----------
The Company leases, pursuant to a non-cancelable net operating lease, the land
under and surrounding the building for a term that expires on November 30, 2020.
At the Company's option, the lease may be extended until June 27, 2043.
The land lease requires annual base rentals of $725,000 payable in quarterly
installments of $181,250 through November 30, 2005. Thereafter, the annual base
rent increases to the greater of (a) $825,000 or (b) 7% of the fair market value
of one of the land parcels (as defined in the lease) through the lease
expiration including the term of the extension.
The land lease also requires quarterly payments of additional rent during the
period October 1, 2005 through July 1, 2010. Additional rent is determined as
the greater of (a) $28,493 per annum or (b) the quotient arrived at after taking
the difference between the fair market value base rent described above for a 520
day period less $1,175,342 and dividing the result thereof, by five.
Future minimum rental payments due from the Company under the land lease as of
December 31, 2002 are as follows:
Year Ended
----------
2003 $ 725,000
2004 725,000
2005 757,123
2006 853,493
2007 853,493
Thereafter 10,717,939
------------
$ 14,632,048
------------
6. Unaudited Interim Financial Statement
-------------------------------------
The financial statement for the nine months ended September 30, 2003 is
unaudited, however, in the opinion of management all adjustments (consisting
solely of normal recurring adjustments), necessary for a fair presentation of
the financial statement for the interim period have been included. The results
of the interim period are not necessarily indicative of the results to be
obtained for a full fiscal year.
8
(b) Pro forma financial information.
RECKSON ASSOCIATES REALTY CORP.
PRO FORMA FINANCIAL INFORMATION
(Unaudited)
The accompanying financial statements present the unaudited pro forma balance
sheet of Reckson Associates Realty Corp. as of September 30, 2003 and the
unaudited pro forma statements of income for the year ended December 31, 2002
and the nine months ended September 30, 2003.
The unaudited pro forma balance sheet as of September 30, 2003 is presented as
if the Disposition transaction, the acquisition of 1185 Avenue of the Americas,
and the sale of 538 Broadhollow Road, Melville New York had occurred on
September 30, 2003. The unaudited pro forma statements of income for the year
ended December 31, 2002 and the nine months ended September 30, 2003 are
presented as if the Disposition transaction, the acquisition of 1185 Avenue of
the Americas, and the sale of 538 Broadhollow Road, Melville New York had
occurred as of January 1, 2002 and carried forward through September 30, 2003.
The pro forma information is unaudited and is not necessarily indicative of the
results which actually would have occurred if the aforementioned transactions
had been consummated at the beginning of the period presented, nor does it
purport to represent the financial position and results of operations for future
periods. The pro forma information should be read in conjunction with the
historical financial statements of Reckson Associates Realty Corp.
9
Pro Forma adjustments
-----------------------------------
Reckson Pro forma
Historical Condensed
(A) (B) (C)
----------- --------- --------- --------- ------------
ASSETS:
Commercial real estate properties, at cost:
Land $ 386,512 $ $ $ $ 386,512
Building and improvements 2,241,511 343,747 2,585,258
Developments in progress:
Land 89,450 89,450
Development costs 61,372 61,372
Furniture, fixtures and equipment 11,300 11,300
----------- --------- --------- --------- ------------
2,790,145 0 343,747 0 3,133,892
Less accumulated depreciation (446,522) (446,522)
----------- --------- --------- --------- ------------
Investment in real estate, net of accumulated
depreciation 2,343,623 0 343,747 0 2,687,370
Properties and related assets held for sale, net of
accumulated depreciation 202,521 (202,521)(a) 0
Investments in real estate joint ventures 5,844 5,844
Investments in mortgage notes and notes receivable 70,425 70,425
Investments in service companies and affiliate loans
and joint ventures 72,054 72,054
Cash and cash equivalents 24,623 9,584 (a) (10,000) 2,000 (e) 26,207
Tenant receivables 14,842 14,842
Deferred rents receivable 109,622 109,622
Prepaid expenses and other assets 33,773 20,406 54,179
Contract and land deposits and pre-acquisition costs 128 128
Deferred leasing and loan costs 64,619 64,619
----------- --------- --------- --------- ------------
TOTAL ASSETS $ 2,942,074 $(192,937) $ 354,153 $ 2,000 $ 3,105,290
=========== ========= ========= ========= ============
LIABILITIES:
Mortgage notes payable $ 725,002 $ $ 250,000 $ $ 975,002
Mortgage notes payable and other liabilities
associated with properties held for sale 9,107 (9,107)(a) 0
Unsecured credit facility 374,000 (228,000)(a) 63,000 209,000
Senior unsecured notes 499,409 499,409
Accrued expenses and other liabilities 84,860 41,153 12,000(b,e) 138,013
Dividends and distributions payable 31,606 31,606
----------- --------- --------- --------- ------------
TOTAL LIABILITIES 1,723,984 (237,107) 354,153 12,000 1,853,030
----------- --------- --------- --------- ------------
Minority partners' interests in consolidated
partnerships 234,377 234,377
Preferred unit interest in the operating partnership 19,662 19,662
Limited partners' minority interest in the operating
partnership 69,410 (90,439)(a) 56,382 (c) 35,353
----------- --------- --------- --------- ------------
323,449 (90,439) 0 56,382 289,392
----------- --------- --------- --------- ------------
Commitments and contingencies -- --
STOCKHOLDERS' EQUITY:
Preferred Stock, $.01 par value, 25,000,000 shares
authorized
Series A preferred stock, 8,834,500 shares issued
and outstanding 88 88
Series B preferred stock, 2,000,000 shares issued
and outstanding 20 20
Common Stock, $.01 par value, 100,000,000 shares
authorized
Class A common stock, 48,012,988 shares issued and
outstanding 481 481
Class B common stock, 9,915,313 shares issued and
outstanding 99 99
Additional paid in capital 957,907 134,609 (d) (10,000)(b,e) 1,026,134
(56,382)(c)
Treasury stock (63,954) (63,954)
----------- --------- --------- --------- ------------
Total Stockholders Equity 894,641 134,609 0 (66,382) 962,868
----------- --------- --------- --------- ------------
Total Liabilities and Stockholders' Equity $ 2,942,074 $(192,937) $ 354,153 $ 2,000 $ 3,105,290
=========== ========= ========= ========= ============
The accompanying note's and management's assumptions are
an integral part of this statement
10
RECKSON ASSOCIATES REALTY CORP.
NOTES TO PRO FORMA BALANCE SHEET
SEPTEMBER 30, 2003
(Unaudited)
(A) Represents the historical balance sheet of Reckson Associates Realty
Corp. at September 30, 2003.
(B) Represent adjustments to remove the assets and liabilities as a result
of the Disposition and the sale of 538 Broadhollow Road as if the
Disposition and the sale of 538 Broadhollow Road occurred on September
30, 2003.
(a) To record the Disposition transaction and the sale of 538
Broadhollow Road as if the Disposition and the sale of 538
Broadhollow Road occurred on September 30, 2003.
Sales Price $339,840
Repayment on unsecured credit facility (228,000)
Assignment of secured debt to purchaser (6,077)
Retirement of limited partners minority interest (90,439)
Estimated transactional costs (5,740)
Remaining cash proceeds 9,584
(b) To accrue approximately $11 million for the future settlement
of employment contracts and for anticipated restructure costs
related to the Disposition.
(c) To record the reallocation of general and limited partnership
interests in the operating partnership, at September 30, 2003
of approximately $56.4 million, based on percentage of
ownership giving effect to the Disposition transaction, the
sale of 538 Broadhollow Road and retirement of 3,932,111
common units of limited partnership interest.
(d) To record the anticipated realized gain resulting from the
Disposition transaction and the sale of 538 Broadhollow Road .
Sales Price $339,840
Estimated transactional costs (5,740)
Assets disposed of net of liabilities (199,491)
--------
$134,609
========
11
(e) To record cash proceeds anticipated to be received in
consideration for the termination by Reckson of four options
to acquire interests in properties owned by Rechler family
members and to amend the terms on which Reckson can exercise a
fifth option to acquire the property located at 225
Broadhollow Road, Melville, N.Y. (Reckson's current
headquarters).
(C) To record the acquisition of 1185 Avenue of the Americas had the
acquisition occurred on September 30, 2003. Such acquisition is
inclusive of an estimated purchase price allocation of approximately
$20.4 million to real estate intangible assets and approximately $41.1
million to liabilities recorded in accordance with FAS 141 / 142.
12
Pro Forma adjustments
-----------------------------------
Reckson Pro forma
Historical Condensed
(A) (B) (C)
---------- --------- --------- --------- ---------
REVENUES:
Property operating revenues:
Base rents $ 437,393 $ (42,085) $ 34,808 $ 8,233 (I) $ 441,530
3,181 (H)
Tenant escalations and reimbursements 60,689 (5,248) 5,815 61,256
----------- --------- --------- --------- ------------
Total property operating revenues 498,082 (47,333) 40,623 11,414 502,786
Interest income on mortgage notes and notes receivable 6,279 6,279
Investment and other income 1,731 (690) 798 1,788 (D) 3,627
----------- --------- --------- --------- ------------
TOTAL REVENUES 506,092 (48,023) 41,421 13,202 512,692
----------- --------- --------- --------- ------------
EXPENSES:
Property operating expenses 175,041 (12,011) 17,246 180,276
Marketing, general and administrative 31,578 (2,364) 874 (3,963)(D) 26,125
Interest 88,585 (611) 12,375 (F) 95,201
(7,114)(E) 1,966 (C)
Depreciation and amortization 112,341 (9,896) 2,329 (I) 115,541
10,767 (C)
----------- --------- --------- --------- ------------
TOTAL EXPENSE 407,545 (31,996) 18,120 23,474 417,143
----------- --------- --------- --------- ------------
Income before minority interests, preferred dividends
and distributions, equity in earnings of real estate
joint ventures and service companies, gain on sales
of real estate, discontinued operations and
extraordinary loss 98,547 (16,027) 23,301 (10,272) 95,549
Minority partners' interests in consolidated
partnerships (18,730) (18,730)
Distributions to preferred unit holders (1,288) (1,288)
Limited partners' minority interest in the operating
partnership (6,238) 3,294 (G) (2,944)
Equity in earnings of real estate joint ventures and
service companies 1,113 1,113
Gain on sales of real estate 537 537
----------- --------- --------- --------- ------------
Income before discontinued operations, extraordinary
loss and preferred dividends 73,941 (16,027) 23,301 (6,978) 74,237
Discontinued operations (net of limited partners'
minority interest):
Income from discontinued operations 495 38 (G) 533
Gain on sales of real estate 4,267 328 (G) 4,595
----------- --------- --------- --------- ------------
Income before extraordinary loss and dividends to
preferred shareholders 78,703 (16,027) 23,301 (6,612) 79,365
Extraordinary loss on extinguishment of debts (net of
limited partners' minority interest) (2,335) (138)(G) (2,473)
----------- --------- --------- --------- ------------
Net income 76,368 (16,027) 23,301 (6,750) 76,892
Dividends to preferred shareholders (21,835) (21,835)
----------- --------- --------- --------- ------------
Net income allocable to common shareholders $ 54,533 $ (16,027) $ 23,301 $ (6,750) $ 55,057
=========== ========= ========= ========= ============
Net income allocable to:
Class A common $ 41,604 $ 42,004
Class B common 12,929 13,053
----------- ------------
Total $ 54,533 $ 55,057
=========== ============
Basic net income per weighted average share:
Class A common $ 0.79 $ 0.80
Gain on sales of real estate 0.01 0.01
Discontinued operations 0.07 0.08
Extraordinary loss (0.03) (0.04)
----------- ------------
Basic net income per Class A common $ 0.84 $ 0.85
=========== ============
Class B common $ 1.21 $ 1.22
Gain on sales of real estate 0.01 0.01
Discontinued operations 0.11 0.12
Extraordinary loss (0.05) (0.06)
----------- ------------
Basic net income per Class B common $ 1.28 $ 1.29
=========== ============
Basic weighted average common shares outstanding:
Class A common 49,669,000 49,669,000
Class B common 10,122,000 10,122,000
Diluted net income per weighted average common share:
Class A common $ 0.83 $ 0.84
=========== ============
Class B common $ 0.90 $ 0.92
=========== ============
Diluted weighted average common shares outstanding:
Class A common 49,968,000 49,968,000
Class B common 10,122,000 10,122,000
The accompanying note's and management's assumptions are
an integral part of this statement
13
RECKSON ASSOCIATES REALTY CORP.
NOTES TO PRO FORMA STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2002
(Unaudited)
(A) Represents the historical statement of income of Reckson Associates
Realty Corp. for the year ended December 31, 2002.
(B) Represents adjustments to remove the results of operations from the
Disposition properties and 538 Broadhollow Road as if such transactions
occurred on January 1, 2002.
(C) Represents adjustments from the purchase of 1185 Avenue of the Americas
had this acquisition occurred on January 1, 2002 to (i) add the results
of operations, (ii) to record depreciation expense based on an
estimated useful life of 30 years and (iii) to record interest expense
incurred on the Company's Credit Facility.
(D) To adjust for general and administrative expenses and service company
overhead, included in other income, which would be avoided as a result
of the Disposition and sale of 538 Broadhollow Road had the Disposition
and sale of 538 Broadhollow Road occurred on January 1, 2002.
(E) To adjust for interest expense which would have been avoided if the
unsecured credit facility had been repaid using the proceeds from the
Disposition and sale of 538 Broadhollow Road had the Disposition and
sale of 538 Broadhollow Road occurred on January 1, 2002.
(F) To adjust for interest expense which would have been incurred from the
assumption of $250 million of debt related to the 1185 Avenue of the
Americas acquisition.
(G) To adjust the allocation of income under the limited partnership
agreement had the Disposition and sale of 538 Broadhollow Road occurred
on January 1, 2002.
(H) Rental income from 1185 Avenue of the Americas adjusted to reflect
straight-line amounts related to the purchase of 1185 Avenue of the
Americas.
(I) Reflects the FAS 141 / 142 adjustment to rental income and amortization
expense related to the purchase of 1185 Avenue of the Americas.
14
Pro Forma adjustments
-----------------------------------
Reckson Pro forma
Historical Condensed
(A) (B) (C)
----------- --------- --------- --------- ------------
REVENUES:
Property operating revenues:
Base rents $ 288,202 $ $ 27,926 $ 6,174 (H) $ 323,875
1,573 (G)
Tenant escalations and reimbursements 44,817 4,972 49,789
----------- --------- --------- --------- ------------
Total property operating revenues 333,019 0 32,898 7,747 373,664
Interest income on mortgage notes and notes receivable 4,814 4,814
Investment and other income 13,769 694 1,472 (D) 15,935
----------- --------- --------- --------- ------------
TOTAL REVENUES 351,602 0 33,592 9,219 394,413
----------- --------- --------- --------- ------------
EXPENSES:
Property operating expenses 134,787 14,857 149,644
Marketing, general and administrative 24,755 709 (3,953)(D) 21,511
Interest 61,170 9,281 (E) 71,671
1,220 (C)
Depreciation and amortization 82,845 1,747 (H) 92,667
8,075 (C)
----------- --------- --------- --------- ------------
TOTAL EXPENSES 303,557 0 15,566 16,370 335,493
----------- --------- --------- --------- ------------
Income before minority interests, preferred dividends
and distributions, equity (loss) in earnings of real
estate joint ventures and service companies, gain on
sales of depreciable real estate assets and
discontinued operations 48,045 0 18,026 (7,151) 58,920
Minority partners' interests in consolidated
partnerships (13,404) (13,404)
Distributions to preferred unit holders (820) (820)
Limited partners' minority interest in the operating
partnership (1,869) (1,203) 1,002 (F) (2,070)
Equity (loss) in earnings of real estate joint
ventures and service companies (30) (30)
Gain on sales of depreciable real estate assets
----------- --------- --------- --------- ------------
Income before discontinued operations and preferred
dividends 31,922 (1,203) 18,026 (6,149) 42,596
Discontinued operations (net of limited partners'
minority interest):
Income from discontinued operations 10,285 (10,285) 0
----------- --------- --------- --------- ------------
Net income 42,207 (11,488) 18,026 (6,149) 42,596
Dividends to preferred shareholders (15,950) (15,950)
----------- --------- --------- --------- ------------
Net income allocable to common shareholders $ 26,257 $ (11,488) $ 18,026 $ (6,149) $ 26,646
=========== ========= ========= ========= ============
Net income allocable to:
Class A common $ 19,977 $ 20,273
Class B common 6,280 6,373
----------- ------------
Total $ 26,257 $ 26,646
=========== ============
Basic net income per weighted average share:
Class A common $ 0.26 $ 0.42
Gain on sales of depreciable real estate assets -- --
Discontinued operations 0.16 --
----------- ------------
Basic net income per Class A common $ 0.42 $ 0.42
=========== ============
Class B common $ 0.38 $ 0.64
Gain on sales of depreciable real estate assets -- --
Discontinued operations 0.25 --
----------- ------------
Basic net income per Class B common $ 0.63 $ 0.64
=========== ============
Basic weighted average common shares outstanding:
Class A common 48,069,657 48,069,657
Class B common 9,915,313 9,915,313
Diluted net income per weighted average common share:
Class A common $ 0.41 $ 0.42
=========== ============
Class B common $ 0.45 $ 0.47
=========== ============
Diluted weighted average common shares outstanding:
Class A common 48,205,207 48,205,207
Class B common 9,915,313 9,915,313
The accompanying note's and management's assumptions are
an integral part of this statement
15
RECKSON ASSOCIATES REALTY CORP.
NOTES TO PRO FORMA STATEMENT OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2003
(Unaudited)
(A) Represents the historical statement of income of Reckson Associates
Realty Corp. for the nine months ended September 30, 2003.
(B) Represent adjustments to remove the results of operations from the
Disposition properties and 538 Broadhollow Road as if such transactions
occurred on January 1, 2002.
(C) Represents adjustments from the purchase of 1185 Avenue of the Americas
had this acquisition occurred on January 1, 2002 to (i) add the results
of operations, (ii) to record depreciation expense based on an
estimated useful life of 30 years and (iii) to record interest expense
incurred on the Company's Credit Facility.
(D) To adjust for general and administrative expenses and service company
overhead included in other income, which would be avoided as a result
of the Disposition and sale of 538 Broadhollow Road had the Disposition
and sale of 538 Broadhollow Road occurred on January 1, 2002.
(E) To adjust for interest expense which would have been incurred from the
assumption of $250 million of debt related to the 1185 Avenue of the
Americas acquisition.
(F) To adjust the allocation of income under the limited partnership
agreement had the Disposition and sale of 538 Broadhollow Road occurred
on January 1, 2002.
(G) Rental income from 1185 Avenue of the Americas adjusted to reflect
straight-line amounts related to the purchase of 1185 Avenue of the
Americas.
(H) Reflects the FAS 141 / 142 adjustment to rental income and amortization
expense related to the purchase of 1185 Avenue of the Americas
16
(c) Exhibits The following exhibits are filed as part of this
report:
10.1 Purchase and Sale Agreement, dated as of November 10, 2003,
between Reckson 1185 Avenue of the Americas LLC and 1185 Sixth
LLC
23.1 Consent of Beck & Company LLC
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Michael Maturo
--------------------------------
Michael Maturo
Executive Vice President
and Chief Financial Officer
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Michael Maturo
--------------------------------
Michael Maturo
Executive Vice President
and Chief Financial Officer
Date: November 21, 2003
18
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
10.1 Purchase and Sale Agreement, dated as of November 10, 2003,
between Reckson 1185 Avenue of the Americas LLC and 1185 Sixth
LLC.
23.1 Consent of Beck & Company LLC
19