<PAGE> 1
EXHIBIT INDEX ON PAGE 14
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 1999
-----------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-14525
VORNADO OPERATING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 22-3569068
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of principal executive offices) (Zip Code)
(201) 587-1000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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.
[X] Yes [ ] No
As of April 30, 1999 there were 4,068,310 shares of the registrant's common
stock, par value $.01 per share, outstanding.
Page 1
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION: Page Number
<S> <C>
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31, 1999 and
December 31, 1998......................................................... 3
Consolidated Statement of Operations for the Three Months
Ended March 31, 1999...................................................... 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1999...................................................... 5
Notes to Consolidated Financial Statements................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 10
Item 3. Quantitative and Qualitative Disclosures About Market Risks............... 11
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings......................................................... 12
Item 6. Exhibits and Reports on Form 8-K.......................................... 12
Signatures .......................................................................... 13
Exhibit Index ......................................................................... 14
</TABLE>
Page 2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VORNADO OPERATING COMPANY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash ................................................................................. $ 20,015,523 $ 11,831,561
Investment in Cold Storage partnership ............................................... 23,159,021 --
Investment in Charles E. Smith Commercial Realty L.P. ................................ -- 12,920,000
Prepaid insurance .................................................................... 431,921 475,113
------------ ------------
$ 43,606,465 $ 25,226,674
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Note payable to Vornado Realty Trust ................................................. $ 18,586,896 $ --
Due to Vornado Realty Trust .......................................................... 1,022,681 1,066,451
Accrued expenses ..................................................................... 127,273 127,015
------------ ------------
Total liabilities .................................................................... 19,736,850 1,193,466
------------ ------------
Minority interest .................................................................... 2,363,089 2,379,285
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock: par value $.01 per share; authorized, 40,000,000 shares; issued and
outstanding, 4,068,310 shares ................................................... 40,683 40,683
Additional paid-in capital ........................................................... 22,497,760 22,497,760
Deficit .............................................................................. (1,031,917) (884,520)
------------ ------------
Total stockholders' equity ...................................................... 21,506,526 21,653,923
------------ ------------
$ 43,606,465 $ 25,226,674
============ ============
</TABLE>
See notes to consolidated financial statements.
Page 3
<PAGE> 4
VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
MARCH 31, 1999
--------------
<S> <C>
Revenues:
Interest income ........................... $ 178,804
---------
Expenses:
General and administrative ................ 189,733
Organization costs ........................ 94,559
---------
Total expenses ................................. 284,292
---------
(105,488)
Loss from investment in Cold Storage partnership (74,600)
Interest and debt expense to Vornado Realty
Trust ........................................ (263,505)
Gain on sale of investment in Charles E. Smith
Commercial Realty L.P. ....................... 280,000
---------
Loss before income tax benefit and
minority interest ......................... (163,593)
Income tax benefit ............................. --
---------
Loss before minority interest .................. (163,593)
Minority interest .............................. 16,196
---------
Net loss ....................................... $(147,397)
=========
Net loss per share -- basic and diluted ........ $ (.04)
=========
</TABLE>
See notes to consolidated financial statements.
Page 4
<PAGE> 5
VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
MARCH 31, 1999
--------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................. $ (147,397)
Adjustments to reconcile net loss to net cash provided
by operations:
Minority interest ................................ (16,196)
Loss from investment in Cold Storage partnership . 74,600
Non-cash compensation ............................ (25,159)
Gain on sale of investment in Charles E. Smith
Commercial Realty L.P. ......................... (280,000)
Changes in operating assets and liabilities:
Prepaid insurance ................................ 43,192
Accrued expenses ................................. 25,417
Due to Vornado Realty Trust ...................... (43,770)
------------
Net cash used in operating activities ..................... (369,313)
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Cold Storage partnership ............... (23,233,621)
Proceeds from sale of investment in Charles E. Smith
Commercial Realty L.P. ............................. 13,200,000
------------
Net cash used in investing activities ..................... (10,033,621)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ............................. 18,586,896
------------
Net cash provided by financing activities ................. 18,586,896
------------
Net increase in cash and cash equivalents ................. 8,183,962
Cash and cash equivalents at beginning of period .......... 11,831,561
------------
Cash and cash equivalents at end of period ................ $ 20,015,523
============
NON-CASH TRANSACTIONS:
Non-cash compensation ................................ $ (25,159)
</TABLE>
See notes to consolidated financial statements.
Page 5
<PAGE> 6
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
On October 16, 1998, Vornado Realty L.P. (the "Operating Partnership"), a
subsidiary of Vornado Realty Trust ("Vornado"), made a distribution (the
"Distribution") of one share of common stock, par value $.01 per share ("Common
Stock"), of Vornado Operating Company (the "Company") for 20 units of limited
partnership interest of the Operating Partnership (including the units owned by
Vornado) held of record as of the close of business on October 9, 1998 (the
"Record Date"), and Vornado in turn made a distribution of the Common Stock it
received to the holders of its common shares of beneficial interest, par value
$.04 per share ("Vornado Common Shares"). While no Common Stock was distributed
in respect of Vornado's $3.25 Series A Convertible Preferred Shares, Vornado
adjusted the conversion price to take into account the Distribution.
The Company holds its assets and conducts its business through Vornado
Operating L.P., a Delaware limited partnership ("Company L.P."). The Company is
the sole general partner of, and as of March 31, 1999 owned a 90.1% partnership
interest in, Company L.P. All references to the "Company" refer to Vornado
Operating Company and its subsidiaries including Company L.P.
2. BASIS OF PRESENTATION
The consolidated balance sheet as of March 31, 1999, the consolidated
statement of operations for the three months ended March 31, 1999 and the
consolidated statement of changes in cash flows for the three months ended March
31, 1999 are unaudited. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and changes in cash flows have been
made. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's 1998 consolidated financial
statements included in Form 10-K as filed with the Securities and Exchange
Commission. The results of operations for the three months ended March 31, 1999
are not necessarily indicative of the operating results for the full year.
The accompanying consolidated financial statements include the accounts of
the Company and Company L.P. All significant intercompany amounts have been
eliminated.
Management has made estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
3. ACQUISITIONS AND DISPOSITION
Charles E. Smith Commercial Realty L.P. ("CESCR").
In December 1998, the Company purchased approximately 1.7% of the
outstanding partnership units of CESCR for an aggregate price of approximately
$12.9 million, or $34 per unit from Vornado. No distributions were received by
the Company on this investment in 1999. In connection with this purchase, the
Company was granted an option to require Vornado to repurchase all of the CESCR
units at the price at which the Company purchased the CESCR units from Vornado,
plus a cumulative return on such amount at a rate of 10% per annum. In March
1999, the Company exercised its option and Vornado acquired the CESCR units from
the Company for $13.2 million.
Page 6
<PAGE> 7
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cold Storage Companies
In March 1999, the Company and Crescent Operating Inc. ("Crescent
Operating") formed a new partnership that has purchased all of the non-real
estate assets of the cold storage companies which do business under the name of
AmeriCold Logistics encompassing the operations of the cold storage business for
approximately $48 million from partnerships in which Vornado has a 60% interest
and Crescent Real Estate Equities Company a 40% interest ("Vornado/Crescent
Partnership"). The new partnership leases 88 cold storage warehouses used in
this business from the Vornado/Crescent Partnership, which continues to own the
real estate. In addition to the leased warehouses, AmeriCold Logistics manages
13 additional warehouses.
The Company owns 60% of the new partnership through Company L.P. and
Crescent Operating indirectly owns 40% of the new partnership.
To fund its share of the purchase price, the Company utilized $4.6 million
of cash and borrowed $18.6 million under its revolving credit facility with
Vornado. Further, the Company's share of the obligation to close the warehousing
operation of one of the leased facilities is approximately $6 million.
PRO FORMA INFORMATION
The pro forma condensed consolidated operating results for the Company for
the three months ended March 31, 1999 are presented as if the acquisitions
described above and the financing attributable thereto had occurred on January
1, 1999.
Condensed Consolidated Pro Forma Operating Results
<TABLE>
<CAPTION>
Pro Forma
--------------
Three Months Ended
March 31, 1999
--------------
<S> <C>
Revenues ................................ $ 178,804
Expenses ................................ 284,292
---------
(105,488)
Loss from investment in Cold Storage
partnership ............................ (587,143)
Interest and debt expense ............... (513,235)
Gain on sale of investment in Charles E.
Smith Commercial Realty L.P. ........... 280,000
Minority interest ....................... 91,661
---------
Net loss ................................ $(834,205)
=========
Net loss per share - basic and diluted .. $ (.21)
=========
</TABLE>
See Management's Discussion and Analysis of Financial Condition and
Results of Operations -- "Liquidity and Capital Resources" for the cash effect
of the above loss.
Page 7
<PAGE> 8
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. INVESTMENTS IN PARTNERSHIPS
The Company's investments in partnerships and loss recognized from such
investments are as follows:
<TABLE>
<CAPTION>
Loss
Investment and Advances ----------------
------------------------------------ Three Months Ended
March 31, 1999 December 31, 1998 March 31, 1999
-------------- ----------------- -----------------
<S> <C> <C> <C>
Cold Storage Companies (60% interest) . $ 23,159,000 $ -- $ (74,600)
Charles E. Smith Commercial Realty L.P. -- 12,920,000 --
------------ ------------ ------------
$ 23,159,000 $ 12,920,000 $ (74,600)
============ ============ ============
</TABLE>
The following condensed data presents the combination of the historical
income statements of the predecessor entities of the Cold Storage Companies
(100%):
<TABLE>
<CAPTION>
For the Period
March 12, 1999
(acquisition date)
to
March 31, 1999
--------------
<S> <C>
Revenues ............... $ 38,547,000
Expenses ............... 39,145,000
------------
Operating loss ......... (598,000)
Other income ........... 429,000
Gain on asset disposal . 30,000
------------
Loss before income taxes (139,000)
Income taxes ........... --
------------
Net loss ............... $ (139,000)
============
</TABLE>
5. INCOME TAXES
Deferred income taxes reflect the tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes, specifically the
write-off of organization costs in 1998 and 1999 for financial reporting
purposes and the amortization of organization costs over 60 months for tax
reporting purposes. The tax effects of significant items comprising the
Company's net deferred tax asset as of March 31, 1999 and December 31, 1998 are
as follows:
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Deferred assets:
Organization costs ............ $ 389,100 $ 372,600
Accrued compensation .......... 6,700 16,800
Net operating loss carryforward 62,300 3,300
--------- ---------
458,100 392,700
Valuation allowance .............. (458,100) (392,700)
--------- ---------
Net deferred tax asset ........... $ -- $ --
========= =========
</TABLE>
Page 8
<PAGE> 9
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Because the Company has only a limited operating history, a valuation
allowance has been established for its deferred tax assets.
A reconciliation of income taxes to the expected income tax benefit is as
follows:
<TABLE>
<CAPTION>
For The Three
Months Ended
March 31, 1999
--------------
<S> <C>
Loss before income taxes .......... $ 163,600
Statutory federal income tax rate . 34%
---------
Expected federal income tax benefit 55,600
Expected state income tax benefit . 9,800
---------
65,400
Change in valuation allowance ..... (65,400)
---------
Income taxes ...................... $ --
=========
</TABLE>
6. INTERCOMPANY AGREEMENT
The Company and Vornado have entered into an Intercompany Agreement
("Intercompany Agreement") pursuant to which, among other things, (a) Vornado
will under certain circumstances offer the Company an opportunity to become the
lessee of certain real property owned now or in the future by Vornado (under
mutually satisfactory lease terms) and (b) the Company will not make any real
estate investment or other REIT-Qualified Investment unless it first offers
Vornado the opportunity to make such investment and Vornado has rejected that
opportunity.
Under the Intercompany Agreement, Vornado has agreed to provide the
Company with certain administrative, corporate, accounting, financial,
insurance, legal, tax, data processing, human resources and operational services
as well as space for the Company's principal corporate office. For the three
months ended March 31, 1999, the Company incurred approximately $88,000 for such
services and rent.
Vornado and the Company each have the right to terminate the Intercompany
Agreement if the other party is in material default of the Intercompany
Agreement or upon 90 days written notice to the other party at any time after
December 31, 2003. In addition, Vornado has the right to terminate the
Intercompany Agreement upon a change in control of the Company.
7. LOSS PER SHARE
The following table sets forth the computation of basic and diluted loss
per share for the three months ended March 31, 1999:
<TABLE>
<S> <C>
Numerator:
Net loss ................................................... $ (147,397)
===========
Denominator:
Denominator for basic loss per share-weighted average shares 4,068,310
Effect of dilutive securities:
Employee stock options ................................. --
-----------
Denominator for diluted loss per share-adjusted weighted ... 4,068,310
===========
Net loss per share-basic and diluted ............................ $ (.04)
===========
</TABLE>
Page 9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company had a net loss of $147,397 for the three months ended March
31, 1999. Revenues of $178,804 consisted solely of interest income. Expenses
were comprised of (i) general and administrative expenses of $189,733, including
reimbursements paid to Vornado for certain administrative and other services
provided to the Company, directors fees, insurance and legal and accounting fees
and (ii) additional organization costs of $94,559. Loss from investment in
partnership was comprised of equity in the loss from the Cold Storage Companies
of $74,600 from March 12, 1999 (Acquisition Date) to March 31, 1999. Interest
and debt expense of $263,505 is comprised of interest on the outstanding balance
on the Company's revolving credit facility of $86,847 and the fee on the unused
portion of the facility of $176,658. Gain on sale of investment in partnership
of $280,000 is the cumulative return earned by the Company when it exercised its
option to require Vornado to repurchase its investment in Charles E. Smith
Commercial Realty L.P.
LIQUIDITY AND CAPITAL RESOURCES
On March 12, 1999, the Company and Crescent Operating Inc. ("Crescent
Operating") formed a new partnership that has purchased all of the non-real
estate assets of AmeriCold Logistics encompassing the operations of the cold
storage business for approximately $48 million from the Vornado/Crescent
Partnership. The new partnership leases 88 cold storage warehouses used in this
business from the Vornado/Crescent Partnership, which continues to own the real
estate. In addition to the leased warehouses, AmeriCold Logistics manages 13
additional warehouses.
To fund its share of the purchase price, the Company utilized $4.6 million
of cash and borrowed $18.6 million under its revolving credit facility with
Vornado. Further, the Company's share of the obligation to close the warehousing
operation of one of the leased facilities is approximately $6 million.
Year 2000 Readiness Disclosure
The Company is managed by Vornado. Vornado has advised the Company that
Vornado initiated its Year 2000 compliance programs and information systems
modifications in early 1998 to ensure that its systems and key processes will
remain functional. Vornado expects this objective to be achieved either by
modifying present systems using existing internal and external programming
resources or by installing new systems, and by monitoring supplier and other
third-party interfaces. In certain cases, Vornado will be relying on statements
from outside vendors as to the Year 2000 readiness of its systems.
The Company is not aware of any operational systems within its control
that are not Year 2000 compliant. In the event that a third-party service is
interrupted due to a Year 2000 issue, the Company will seek to obtain such
service from another third-party provider.
Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities". This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It is effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. Because the
Company does not currently utilize derivatives or engage in significant hedging
activities, management does not anticipate that implementation of this statement
will have a material effect on the Company's financial statements.
In April, 1998 the American Institute of Certified Public Accountants
issued Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities" which is effective beginning in the first quarter of 1999. Costs
incurred in connection with the organization of the Company were expensed in
December, 1998 and continue to be expensed as incurred.
Page 10
<PAGE> 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At March 31, 1999, the Company had $18,586,896 of variable rate debt
bearing interest at an interest rate of 8.01% (LIBOR plus 3.00%). A one-percent
increase in the base used to determine the interest rate of the variable rate
debt would result in a $185,869 increase in the Company's annual net loss ($.05
per diluted share).
Page 11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or
to which any of its properties are subject.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: The following exhibits are filed with this Quarterly Report
on Form 10-Q.
EXHIBIT NO.
2.1 Assignment Agreement, dated as of December 31, 1998,
between Vornado Realty Trust, as assignor, and Vornado
Operating Company, as assignee (incorporated by reference
to Exhibit 2.1 of the Company's Current Report on Form
8-K, dated December 31, 1998 (File No. 001-14525), as
filed with the Commission on January 15, 1999)
2.2 Put Agreement, dated as of December 31, 1998, between
Vornado Realty Trust, as grantor, and Vornado Operating
Company, as grantee (incorporated by reference to Exhibit
2.2 of the Company's Current Report on Form 8-K, dated
December 31, 1998 (File No. 001-14525), as filed with the
Commission on January 15, 1999)
2.3 Asset Purchase Agreement, dated as of February 26, 1999,
between AmeriCold Logistics, LLC, as Purchaser, and
AmeriCold Corporation, as Seller (incorporated by
reference to Exhibit 2.1 of the Company's Current Report
on Form 8-K, dated March 12, 1999 (File No. 001-14525),
as filed with the Commission on March 31, 1999)
2.4 Asset Purchase Agreement, dated as of March 9, 1999,
between Vornado Crescent Logistics Operating Partnership,
as Purchaser, and URS Logistics, Inc., as Seller
(incorporated by reference to Exhibit 2.2 of the
Company's Current Report on Form 8-K, dated March 12,
1999 (File No. 001-14525), as filed with the Commission
on March 31, 1999)
2.5 Asset Purchase Agreement, dated as of March 9, 1999,
between AmeriCold Logistics, LLC, as Purchaser, and VC
Omaha Holdings, L.L.C., as Seller (incorporated by
reference to Exhibit 2.3 of the Company's Current Report
on Form 8-K, dated March 12, 1999 (File No. 001-14525),
as filed with the Commission on March 31, 1999)
2.6 Asset Purchase Agreement, dated as of March 9, 1999,
between AmeriCold Logistics II, LLC, as Purchaser, and VC
Missouri Holdings, L.L.C., as Seller (incorporated by
reference to Exhibit 2.4 of the Company's Current Report
on Form 8-K, dated March 12, 1999 (File No. 001-14525),
as filed with the Commission on March 31, 1999)
3.1 Restated Certificate of Incorporation of Vornado
Operating Company (incorporated by reference to Exhibit
3.1 of the Company's Registration Statement on Form S-11
(File No. 333-40701), as filed with the Commission on
September 28, 1998)
3.2 Bylaws of Vornado Operating Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-11 (File No. 333-40701), as filed
with the Commission on October 13, 1998)
4.1 Specimen stock certificate (incorporated by reference to
Exhibit 4.1 of the Company's Registration Statement on
Form S-11 (File No. 333-40701), as filed with the
Commission on January 23, 1998)
10.1 Intercompany Agreement, dated as of October 16, 1998,
between Vornado Operating Company and Vornado Realty
Trust (incorporated by reference to Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 001-14525))
10.2 Credit Agreement, dated as of January 1, 1999, between
Vornado Operating Company and Vornado Realty L.P.,
together with related form of Line of Credit Note
(incorporated by reference to Exhibit 10.2 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 001-14525))
10.3 1998 Omnibus Stock Plan of Vornado Operating Company
(incorporated by reference to Exhibit 10.3 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 001-14525))
10.4 Agreement of Limited Partnership of Vornado Operating
L.P. (incorporated by reference to Exhibit 10.4 of the
Company's Annual Report on Form 10-K for year ended
December 31, 1998 (File No. 001-14525))
10.5 Agreement, dated March 11, 1999, between Vornado
Operating L.P. and COPI Cold Storage L.L.C. (incorporated
by reference to Exhibit 10.1 of the Company's Current
Report on Form 8-K, dated March 12, 1999 (File No.
001-14525), as filed with the Commission on March 31,
1999)
27 Financial Data Schedule.
(b) Reports on Form 8-K
During the quarter ended March 31, 1999, Vornado Operating Company
filed the reports on Form 8-K described below:
<TABLE>
<CAPTION>
Date of Report
(Date of Earliest
Event Reported) Item Reported Date Filed
--------------- ------------- ----------
<S> <C> <C>
December 31, 1998 Acquisition of partnership units of Charles E. January 15, 1999
Smith Commercial Realty L.P.
March 4, 1999 Disposition of partnership units of Charles E. March 23, 1999
Smith Commercial Realty L.P.
March 12, 1999 Acquisition of AmeriCold Logistics March 31, 1999
</TABLE>
Page 12
<PAGE> 13
SIGNATURES
Pursuant to the requirements 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.
VORNADO OPERATING COMPANY
--------------------------
(Registrant)
Date: May 11, 1999 By: /s/ Irwin Goldberg
--------------------------
IRWIN GOLDBERG
Vice President, Chief Financial Officer
Page 13
<PAGE> 14
EXHIBIT INDEX
EXHIBIT NO.
-----------
2.1 Assignment Agreement, dated as of December 31, 1998, between
Vornado Realty Trust, as assignor, and Vornado Operating Company,
as assignee (incorporated by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K, dated December 31, 1998
(File No. 001-14525), as filed with the Commission on January 15,
1999)
2.2 Put Agreement, dated as of December 31, 1998, between Vornado
Realty Trust, as grantor, and Vornado Operating Company, as
grantee (incorporated by reference to Exhibit 2.2 of the
Company's Current Report on Form 8-K, dated December 31, 1998
(File No. 001-14525), as filed with the Commission on January 15,
1999)
2.3 Asset Purchase Agreement, dated as of February 26, 1999, between
AmeriCold Logistics, LLC, as Purchaser, and AmeriCold
Corporation, as Seller (incorporated by reference to Exhibit 2.1
of the Company's Current Report on Form 8-K, dated March 12, 1999
(File No. 001-14525), as filed with the Commission on March 31,
1999)
2.4 Asset Purchase Agreement, dated as of March 9, 1999, between
Vornado Crescent Logistics Operating Partnership, as Purchaser,
and URS Logistics, Inc., as Seller (incorporated by reference to
Exhibit 2.2 of the Company's Current Report on Form 8-K, dated
March 12, 1999 (File No. 001-14525), as filed with the Commission
on March 31, 1999)
2.5 Asset Purchase Agreement, dated as of March 9, 1999, between
AmeriCold Logistics, LLC, as Purchaser, and VC Omaha Holdings,
L.L.C., as Seller (incorporated by reference to Exhibit 2.3 of
the Company's Current Report on Form 8-K, dated March 12, 1999
(File No. 001-14525), as filed with the Commission on March 31,
1999)
2.6 Asset Purchase Agreement, dated as of March 9, 1999, between
AmeriCold Logistics II, LLC, as Purchaser, and VC Missouri
Holdings, L.L.C., as Seller (incorporated by reference to Exhibit
2.4 of the Company's Current Report on Form 8-K, dated March 12,
1999 (File No. 001-14525), as filed with the Commission on March
31, 1999)
3.1 Restated Certificate of Incorporation of Vornado Operating
Company (incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form S-11 (File No.
333-40701), as filed with the Commission on September 28, 1998)
3.2 Bylaws of Vornado Operating Company (incorporated by reference to
Exhibit 3.2 of the Company's Registration Statement on Form S-11
(File No. 333-40701), as filed with the Commission on October 13,
1998)
4.1 Specimen stock certificate (incorporated by reference to Exhibit
4.1 of the Company's Registration Statement on Form S-11 (File
No. 333-40701), as filed with the Commission on January 23, 1998)
10.1 Intercompany Agreement, dated as of October 16, 1998, between
Vornado Operating Company and Vornado Realty Trust (incorporated
by reference to Exhibit 10.1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1998 (File
No. 001-14525))
10.2 Credit Agreement, dated as of January 1, 1999, between Vornado
Operating Company and Vornado Realty L.P., together with related
form of Line of Credit Note (incorporated by reference to Exhibit
10.2 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 001-14525))
10.3 1998 Omnibus Stock Plan of Vornado Operating Company
(incorporated by reference to Exhibit 10.3 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1998
(File No. 001-14525))
10.4 Agreement of Limited Partnership of Vornado Operating L.P.
(incorporated by reference to Exhibit 10.4 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1998
(File No. 001-14525))
10.5 Agreement, dated March 11, 1999, between Vornado Operating L.P.
and COPI Cold Storage L.L.C. (incorporated by reference to
Exhibit 10.1 of the Company's Current Report on Form 8-K, dated
March 12, 1999 (File No. 001-14525), as filed with the Commission
on March 31, 1999)
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's unaudited financial statements for the three months ended March 31,
1999 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 20,015,523
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 43,606,465
<CURRENT-LIABILITIES> 0
<BONDS> 18,586,896
0
0
<COMMON> 40,683
<OTHER-SE> 21,465,843
<TOTAL-LIABILITY-AND-EQUITY> 43,606,465
<SALES> 0
<TOTAL-REVENUES> 178,804
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 284,292
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 263,505
<INCOME-PRETAX> (163,593)
<INCOME-TAX> 0
<INCOME-CONTINUING> (163,593)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (147,397)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
