<PAGE> 1
EXHIBIT INDEX ON PAGE 16
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: SEPTEMBER 30, 2000
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)
<TABLE>
<S> <C>
DELAWARE 22-3569068
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
210 ROUTE 4 EAST, PARAMUS, NEW JERSEY 07652
(Address of principal executive offices) (Zip Code)
</TABLE>
(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 November 1, 2000, there were 4,068,924 shares of the registrant's common
stock, par value $.01 per share, outstanding.
Page 1
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION:
----------------------
<S> <C> <C>
Item 1. Financial Statements: Page Number
-----------
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999......................................................... 3
Consolidated Statements of Operations for the Three and Nine Months
Ended September 30, 2000 and September 30, 1999........................... 4
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2000 and September 30, 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 Risk................ 13
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings......................................................... 14
Item 6. Exhibits and Reports on Form 8-K.......................................... 14
Signatures .......................................................................... 15
Exhibit Index ......................................................................... 16
</TABLE>
Page 2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VORNADO OPERATING COMPANY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents ............................................................ $ 126,726 $ 3,257,870
Marketable securities ................................................................ 481,250 --
Investment in and advances to AmeriCold Logistics .................................... 17,274,491 17,812,491
Prepaid expenses and other assets .................................................... 391,070 302,345
------------ ------------
$ 18,273,537 $ 21,372,706
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Note payable to Vornado Realty Trust ................................................. $ 17,931,538 $ 4,586,896
Due to Transportal Network ........................................................... 722,576 540,000
Due to Vornado Realty Trust .......................................................... 70,640 90,000
Accrued expenses ..................................................................... 338,034 216,956
------------ ------------
Total liabilities ............................................................... 19,062,788 5,433,852
------------ ------------
Minority interest ................................................................... -- 1,581,765
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock: par value $.01 per share; authorized, 40,000,000 shares; issued and
outstanding, 4,068,924 and 4,068,310 shares ..................................... 40,689 40,683
Additional paid-in capital ........................................................... 22,462,555 22,459,160
Deficit .............................................................................. (23,247,370) (8,142,754)
------------ ------------
(744,126) 14,357,089
Accumulated other comprehensive loss ................................................. (45,125) --
------------ ------------
Total stockholders' equity (deficit) ............................................ (789,251) 14,357,089
------------ ------------
$ 18,273,537 $ 21,372,706
============ ============
</TABLE>
See notes to consolidated financial statements.
Page 3
<PAGE> 4
VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Interest income ......................... $ 2,875 $ 48,316 $ 81,518 $ 372,868
------------ ------------ ------------ ------------
Expenses:
General and administrative .............. 216,853 264,963 1,014,077 738,859
Organization costs ...................... -- -- -- 359,643
------------ ------------ ------------ ------------
Total expenses ............................... 216,853 264,963 1,014,077 1,098,502
------------ ------------ ------------ ------------
(213,978) (216,647) (932,559) (725,634)
Loss from AmeriCold Logistics ................ (1,833,000) (2,350,200) (9,473,000) (3,942,600)
Loss from Transportal Network ................ (2,100,000) -- (4,982,576) --
Interest and debt expense to Vornado Realty
Trust ................................... (534,849) (295,876) (1,298,245) (930,188)
Gain on sale of investment in Charles E. Smith
Commercial Realty L.P. .................. -- -- -- 280,000
------------ ------------ ------------ ------------
Loss before income tax benefit and
minority interest ....................... (4,681,827) (2,862,723) (16,686,380) (5,318,422)
Income tax benefit ........................... -- -- -- --
------------ ------------ ------------ ------------
Loss before minority interest ................ (4,681,827) (2,862,723) (16,686,380) (5,318,422)
Minority interest ............................ 393,314 283,410 1,581,765 526,524
------------ ------------ ------------ ------------
Net loss ..................................... $ (4,288,513) $ (2,579,313) $(15,104,615) $ (4,791,898)
============ ============ ============ ============
Net loss per share -- basic and diluted ...... $ (1.05) $ (0.63) $ (3.71) $ (1.18)
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
Page 4
<PAGE> 5
VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................. $(15,104,615) $ (4,791,898)
Adjustments to reconcile net loss to net cash used in .....
operations:
Minority interest ..................................... (1,581,765) (526,524)
Non-cash loss from AmeriCold Logistics ................ 9,538,000 3,942,600
Loss from Transportal Network ......................... 4,982,576 --
Stock appreciation rights compensation (income) expense (215,807) (6,770)
Gain on sale of investment in Charles E. Smith
Commercial Realty L.P. .............................. -- (280,000)
Changes in operating assets and liabilities:
Prepaid expenses and other assets ..................... (88,725) 129,576
Accrued expenses ...................................... 336,885 41,495
Due to Vornado Realty Trust ........................... (19,360) (898,651)
------------ ------------
Net cash used in operating activities .......................... (2,152,811) (2,390,172)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in and advances to AmeriCold Logistics ......... (9,000,000) (23,358,891)
Investment in Transportal Network ......................... (4,800,000) --
Proceeds from sale of Charles E. Smith
Commercial Realty L.P. .................................. -- 13,200,000
Purchases of securities available for sale ................ (526,375) --
------------ ------------
Net cash used in investing activities .......................... (14,326,375) (10,158,891)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings .................................. 15,250,000 18,586,896
Repayments on borrowings .................................. (1,905,358) (14,000,000)
Other ..................................................... 3,400 (38,600)
------------ ------------
Net cash provided by financing activities ...................... 13,348,042 4,548,296
------------ ------------
Net decrease in cash and cash equivalents ...................... (3,131,144) (8,000,767)
Cash and cash equivalents at beginning of period ............... 3,257,870 11,831,561
------------ ------------
Cash and cash equivalents at end of period ..................... $ 126,726 $ 3,830,794
============ ============
NON-CASH TRANSACTIONS:
Unrealized loss on securities available for sale .......... $ 45,125 $ --
============ ============
</TABLE>
See notes to consolidated financial statements.
Page 5
<PAGE> 6
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Vornado Operating Company (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
September 30, 2000 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 September 30, 2000, the consolidated
statements of operations for the three and nine months ended September 30, 2000
and 1999 and the consolidated statements of changes in cash flows for the nine
months ended September 30, 2000 and 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 consolidated financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1999 as
filed with the Securities and Exchange Commission. The results of operations for
the nine months ended September 30, 2000 are not necessarily indicative of the
operating results for the full year.
The accompanying consolidated financial statements include the accounts of
Vornado Operating 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.
Certain amounts in the prior year's financial statements have been
reclassified to conform to the current year presentation.
3. MARKETABLE SECURITIES
During the three months ended September 30, 2000, the Company purchased
marketable securities which it intends to hold for an indefinite period of time
and therefore has classified them as securities available for sale. Unrealized
gains and losses are included as a component of stockholders' equity and other
comprehensive income. Realized gains or losses on the sale of securities are
recorded based on average cost.
At September 30, 2000, marketable securities had an aggregate market value
of $481,250, resulting in gross unrealized losses of $45,125.
4. INVESTMENTS IN PARTNERSHIPS
The Company's investments in and advances to partnerships and loss
recognized from such investments are as follows:
<TABLE>
<CAPTION>
Investments in and Advances to Partnership
---------------------------------------------
September 30, 2000 December 31, 1999
------------------ -----------------
<S> <C> <C>
AmeriCold Logistics (60% interest)................... $ 17,274,491 $ 17,812,491
========================= =====================
</TABLE>
During the nine months ended September 30, 2000 the Company funded
$9,000,000 to AmeriCold Logistics. In the first quarter $6,000,000 was funded
representing the Company's contribution to complete its share of the March 1999
purchase by AmeriCold Logistics of its non-real estate assets from the
Vornado/Crescent Partnerships. In the third quarter, $3,000,000 was advanced
under a promissory note bearing interest at 12%.
Page 6
<PAGE> 7
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
<TABLE>
<CAPTION>
Loss from Investments in Partnerships
---------------------------------------------------------------------------
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
AmeriCold Logistics (60% interest) $ (1,833,000) $ (2,350,200) $ (9,473,000) $ (3,942,600)
Transportal Network (60% interest) (2,100,000) -- (4,982,576) --
------------ ------------ ------------ ------------
$ (3,933,000) $ (2,350,200) $(14,455,576) $ (3,942,600)
============ ============ ============ ============
</TABLE>
The following condensed operating data represents 100% of AmeriCold
Logistics of which the Company's share is 60%:
<TABLE>
<CAPTION>
For The Period
For The Three Months Ended For The Nine March 11, 1999
September 30, Months Ended (Acquisition Date)
----------------------------- September 30, to September 30,
2000 1999 2000 1999
--------------- ------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Revenues........................... $ 161,462,000 $ 167,574,000 $ 485,160,000 $ 370,648,000
=============== ============= ================== ===================
Costs other than depreciation
applicable to revenues......... $ 153,562,000 $ 161,202,000 $ 468,003,000 $ 355,961,000
=============== ============= ================== ===================
Net loss........................... $ (3,187,000) $ (3,916,000) $ (15,920,000) $ (6,571,000)
=============== ============= ================== ===================
</TABLE>
AmeriCold Logistics is experiencing cash flow deficits which management
of AmeriCold Logistics is currently addressing by the following: (i) discussions
with the Vornado/Crescent Partnership (the "Landlord") to restructure the leases
to reduce the rent and/or transfer to the Landlord all or a portion of
maintenance capital requirements; (ii) sales of non-core assets; and (iii)
capital infusion by the current owners and/or new investors.
Total rent expense was $42,617,000 and $128,728,000 for the three and nine
months ended September 30, 2000, of which AmeriCold Logistics deferred
$4,800,000 and $11,500,000. As at September 30, 2000, the balance of AmeriCold
Logistics deferred rent is as follows:
<TABLE>
<CAPTION>
The Company's
Total Share
-------------- -------------
<S> <C> <C>
2000:
Quarter ended September 30 $ 4,800,000 $ 2,880,000
Quarter ended June 30 6,700,000 4,020,000
-------------- -------------
11,500,000 6,900,000
1999:
Quarter ended December 31 5,400,000 3,240,000
-------------- -------------
$ 16,900,000 $ 10,140,000
============== =============
</TABLE>
Page 7
<PAGE> 8
The following discussion relates to the Company's 60% investment in
Transportal Network ("Transportal"):
Pursuant to a plan announced to employees on September 28, 2000, Transportal, a
60% owned internet start-up, ceased operations because of a failure to attract
third party funding. As a result, the Company recorded a charge of $2,100,000
for the three months ended September 30, 2000, representing the Company's share
of Transportal's third quarter loss of $1,377,000 and the estimated cost to
cease Transportal's operations of $723,000. The Company's share of losses
(including costs to cease operations) from October 1999 (inception) to September
30, 2000 was $5,523,000 and are included in the Company's consolidated
statements of operations as "Loss from Transportal Network".
5. VORNADO AGREEMENT
The Company and Vornado have entered into an agreement ("Vornado
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 Vornado Agreement, Vornado provides the Company with certain
administrative, corporate, accounting, financial, insurance, legal, tax, data
processing, human resources and operational services. Also, Vornado makes
available to the Company, at Vornado's office in Paramus, New Jersey, space for
the Company's principal corporate office. For these services, the Company
compensates Vornado in an amount determined in good faith by Vornado as the
amount an unaffiliated third party would charge the Company for comparable
services and will reimburse Vornado for certain costs incurred and paid to third
parties on behalf of the Company. The Company incurred fees of $82,500 and
$167,800 for the three months ended September 30, 2000 and 1999 and
approximately $247,500 for the nine months ended September 30, 2000 and 1999.
Vornado and the Company each have the right to terminate the Vornado
Agreement if the other party is in material default of the Vornado 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 Vornado Agreement upon
a change in control of the Company.
6. LOSS PER SHARE
The following table sets forth the computation of basic and diluted loss
per share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Numerator:
Net loss .............................................. $ (4,288,513) $ (2,579,313) $(15,104,615) $ (4,791,898)
============ ============ ============ ============
Denominator:
Denominator for basic loss per share-weighted average
shares ............................................ 4,068,902 4,068,310 4,068,662 4,068,310
Effect of dilutive securities:
Employee stock options ............................ -- -- -- --
------------ ------------ ------------ ------------
Denominator for diluted loss per share-adjusted
weighted average shares ........................... 4,068,902 4,068,310 4,068,662 4,068,310
============ ============ ============ ============
Net loss per share-basic and diluted ....................... $ (1.05) $ (0.63) $ (3.71) $ (1.18)
============ ============ ============ ============
</TABLE>
Page 8
<PAGE> 9
7. COMPREHENSIVE LOSS
The following table sets forth the Company's comprehensive loss:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- ------------------------------
2000 1999 2000 1999
----------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
Net loss............................................. $(4,288,513) $(2,579,313) $ (15,104,615) $ (4,791,898)
Other comprehensive loss............................. (45,125) -- (45,125) --
----------- ----------- -------------- -------------
Comprehensive loss................................... $(4,333,638) $(2,579,313) $ (15,149,740) $ (4,791,898)
=========== =========== ============== =============
</TABLE>
8. MINORITY INTEREST
During the three months ended September 30, 2000, the investment in
Company L.P. (Vornado Operating Company's operating partnership) by minority
holders was fully absorbed by losses. The minority interest's 9.9% share of
future losses will be recognized by the Company.
Page 9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements contained herein constitute forward-looking statements
as such term is defined in Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Certain factors could cause actual results to
differ materially from those in the forward-looking statements. Factors that
might cause such a material difference include, but are not limited to: (a) the
Company's limited operating history; (b) restrictions on the Company's business
and future opportunities; (c) dependence upon Vornado Realty Trust; (d) the
substantial influence of the Company's controlling stockholders and conflicts of
interest; (e) risks associated with potential investments and the ability to
manage those investments; (f) competition; (g) the Company's obligations under
the revolving credit facility; (h) AmeriCold Logistics' obligations under the
lease agreements with the Vornado/Crescent Partnerships; (i) the cost of
ceasing operations of Transportal Network; (j) the Company's limited financial
resources; (k) dependence on key personnel; (l) potential antitakeover effects
of the Company's charter documents and applicable law; (m) dependence on
dividends and distributions of subsidiaries; (n) potential costs of compliance
with environmental laws; (o) changes in the general economic climate; and (p)
government regulations. See "Risk Factors" in the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
RESULTS OF OPERATIONS
The Company had a net loss of $4,288,513 for the three months ended
September 30, 2000, compared to $2,579,313 for the three months ended September
30, 1999, an increase of $1,709,200, and $15,104,615 for the nine months ended
September 30, 2000, compared to $4,791,898 for the nine months ended September
30, 1999, an increase of $10,312,717. During the three months ended September
30, 2000, the investment in Company L.P. (Vornado Operating Company's operating
partnership) by minority holders was fully absorbed by losses. The minority
interest's 9.9% share of future losses will be recognized by the Company.
Interest income was $2,875 for the three months ended September 30, 2000,
compared to $48,316 for the three months ended September 30, 1999, a decrease of
$45,441, and $81,518 for the nine months ended September 30, 2000, compared to
$372,868 for the nine months ended September 30, 1999, a decrease of $291,350.
These decreases resulted primarily from lower average invested balances.
General and administrative expenses were $216,853 for the three months
ended September 30, 2000 compared to $264,963 for the three months ended
September 30, 1999, a decrease of $48,110. This decrease results from a decrease
in compensation expense relating to stock appreciation rights, partially offset
by (i) payroll costs associated with the Company's Chief Operating Officer hired
on June 15, 2000, and (ii) an increase in franchise taxes. General and
administrative expenses were $1,014,077 for the nine months ended September 30,
2000, compared to $738,859 for the nine months ended September 30, 1999, an
increase of $275,218. This increase results from (i) payroll costs associated
with the Company's Chief Operating Officer hired on June 15, 2000, and (ii) an
increase in franchise taxes, and (iii) investment activity for the full nine
months this year versus a partial period last year.
No organizational costs were incurred in the three months ended September
30, 2000 and 1999 and the nine months ended September 30, 2000, whereas $359,643
were incurred in the nine months ended September 30, 1999.
Page 10
<PAGE> 11
The Company's loss from AmeriCold Logistics (excluding interest income) was
$1,912,000 in the quarter ended September 30, 2000, compared to $2,350,200 in
the quarter ended September 30, 1999, a decrease of $438,200, and $9,552,000 for
the nine months ended September 30, 2000, compared to $3,942,600 for the period
from March 11, 1999 (acquisition date) to September 30, 1999, an increase of
$5,609,400. On a pro forma basis, assuming that the acquisition of AmeriCold
Logistics had occurred on January 1, 1999, the Company's loss from investment in
AmeriCold Logistics increased $4,263,000, compared to the pro forma loss of
$5,289,000 for the nine months ended September 30, 1999. These increases are
discussed below:
AMERICOLD LOGISTICS RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2000
The following are discussions of the results of operations of AmeriCold
Logistics, the Company's Temperature Controlled Logistics business - see the
Company's Annual Report on Form 10-K for a discussion of this business. The data
below relates to 100% of this business of which the Company owns 60%. For the
purpose of the discussions below, "Leased Operations" refer to operations at
warehouses leased by AmeriCold Logistics and "Other Operations" refer to (i)
warehouses managed by AmeriCold Logistics for the accounts of customers, (ii)
Transportation Management Services and (iii) Quarry Operations. The data for the
nine months ended September 30, 1999 is pro forma because the acquisition of
AmeriCold Logistics occurred on March 11, 1999.
Revenues were $161,462,000 for the quarter ended September 30, 2000,
compared to $167,574,000 in the quarter ended September 30, 1999, a
decrease of $6,112,000, and $485,160,000 for the nine months September 30,
2000, compared to $492,747,000 for the nine months ended September 30,
1999, a decrease of $7,587,000. Revenues from Leased Operations were
$115,330,000 for the quarter ended September 30, 2000, compared to
$111,543,000 for the quarter ended September 30, 1999, an increase of
$3,787,000, and $341,350,000 for the nine months ended September 30, 2000,
compared to $326,760,000 for the nine months ended September 30, 1999, an
increase of $14,590,000. Revenues from Other operations were $46,132,000
for the quarter ended September 30, 2000, compared to $56,031,000 for the
quarter ended September 30, 1999, a decrease of $9,899,000, and
$143,810,000 for the nine months ended September 30, 2000, compared to
$165,987,000 for the nine months ended September 30, 1999, a decrease of
$22,177,000.
The revenue increase in Leased Operations for the quarter results from
an increase in revenue from new warehouses of $6,857,000 offset by a
decrease in revenue at comparable warehouses (operations at warehouses that
were leased for the same period in each year) of $3,070,000. The revenue
increase in Leased Operations for the nine months results from an increase
in revenue from new warehouses of $13,326,000 and an increase in revenue
from comparable warehouses of $1,264,000. The decreases in revenue from
Other Operations is primarily the result of a decline in Transportation
Management Services revenue due to the expiration of a contract with a
customer.
The gross margin for Leased Operations at comparable warehouses was
$45,496,000, or 42.3% for the quarter ended September 30, 2000, compared to
$45,033,000, or 40.7% for the quarter ended September 30, 1999, an increase
of $463,000. In addition, the increase in gross margin from newly built
warehouses was $2,693,000. The gross margin for Leased Operations of
comparable warehouses was $132,605,000, or 40.5% for the nine months ended
September 30, 2000, compared to $132,036,000, or 40.5% for the nine months
ended September 30, 1999, an increase of $569,000. In addition, the
increase in gross margin from newly built warehouses was $5,570,000.
Operating income from Other Operations was $2,662,000 for the quarter
ended September 30, 2000, compared to $4,139,000 for the quarter ended
September 30, 1999, a decrease of $1,477,000, and $8,044,000 for the nine
months ended September 30, 2000, compared to $11,770,000 for the nine
months ended September 30, 1999, a decrease of $3,726,000. These decreases
were due to the expiration of a contract in the Transportation Management
Services operation and three contracts to manage warehouses for the
accounts of customers and a general decline in the Quarry Operations.
Page 11
<PAGE> 12
Rent expense was $42,617,000 for the quarter ended September 30, 2000,
compared to $42,466,000 for the quarter ended September 30, 1999, an
increase of $151,000, and $128,728,000 for the nine months ended September
30, 2000, compared to $123,879,000 for the nine months ended September 30,
1999, an increase of $4,849,000. These increases were primarily due to new
warehouses, partially offset in the third quarter of this year by a
percentage rent adjustment to the third quarter of last year.
General and administrative expenses were $9,003,000 for the quarter
ended September 30, 2000, compared to $8,242,000 for the quarter ended
September 30, 1999, an increase of $761,000, and $26,415,000 for the nine
months ended September 30, 2000, compared to $24,456,000 for the nine
months ended September 30, 1999, an increase of $1,959,000. These increases
resulted primarily from (i) an increase in severance pay of $562,000 and
$1,010,000 in this year's quarter and nine months, and (ii) higher payroll
and corporate office expenses.
Depreciation and amortization expense was $2,153,000 for the quarter
ended September 30, 2000, compared to $1,485,000 for the quarter ended
September 30, 1999, an increase of $668,000, and $6,004,000 for the nine
months ended September 30, 2000, compared to $4,376,000 for the nine months
ended September 30, 1999, an increase of $1,628,000. These increases
resulted primarily from changes in the purchase price allocation in the
fourth quarter of 1999.
Interest expense was $599,000 for the quarter ended September 30,
2000, compared to $371,000 for the quarter ended September 30, 1999, an
increase of $228,000, and $1,786,000 for the nine months ended September
30, 2000, compared to $500,000 for the nine months ended September 30,
1999, an increase of $1,286,000. These increases resulted from borrowings
in 2000.
Other income/expense, was income of $668,000 for the quarter ended
September 30, 2000, compared to expense of $190,000 for the quarter ended
September 30, 1999, an increase in income of $858,000, and income of
$1,128,000 for the nine months ended September 30, 2000, compared to income
of $924,000 for the nine months ended September 30, 1999, an increase in
income of $204,000. These improvements reflect a charge last year
associated with terminating two management contracts, partially offset for
the nine months by non-recurring income recognized last year from a change
in employee benefits plans.
As a result of the aforementioned factors, AmeriCold Logistics' net
loss for the quarter ended September 30, 2000 decreased by $729,000 to
$3,187,000 and increased for the nine months ended September 30, 2000 by
$7,105,000 to $15,920,000 when compared to the prior year's quarter and pro
forma nine months.
Loss from investment in Transportal Network was $2,100,000 and $4,982,576
for the three and nine months ended September 30, 2000, including $723,000 to
cease operations.
Interest and debt expense was $534,849 for the three months ended September
30, 2000, compared to $295,876 for the three months ended September 30, 1999, an
increase of $238,973, and $1,298,245 for the nine months ended September 30,
2000, compared to $930,188 for the nine months ended September 30, 1999, an
increase of $368,057. These increases resulted primarily from higher average
outstanding balances under the revolving credit facility with Vornado Realty
Trust.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $75,000,000 unsecured revolving credit facility with
Vornado which expires on December 31, 2004. Borrowings under this facility bear
interest at LIBOR plus 3% (9.66% at September 30, 2000). The Company pays
Vornado a commitment fee equal to 1% per annum on the average daily unused
portion of the facility pursuant thereto. Principal payments are not required
under the Revolving Credit Agreement during its term. The Revolving Credit
Agreement prohibits the Company from incurring indebtedness to third parties
(other than certain purchase money debt and certain other exceptions) and
prohibits the Company from paying dividends. The Company has no external sources
of financing except this facility.
Page 12
<PAGE> 13
During the nine months ended September 30, 2000, the Company increased its
note payable to Vornado by $13,345,000.
AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing by the following: (i) discussions
with the Vornado/Crescent Partnership (the "Landlord") to restructure the leases
to reduce the rent and/or transfer to the Landlord all or a portion of
maintenance capital requirements; (ii) sales of non-core assets; and (iii)
capital infusion by the current owners and/or new investors.
Total rent expense was $42,617,000 and $128,728,000 for the three and nine
months ended September 30, 2000, of which AmeriCold Logistics deferred
$4,800,000 and $11,500,000. As at September 30, 2000, the balance of AmeriCold
Logistics deferred rent is as follows:
<TABLE>
<CAPTION>
The Company's
Total Share
-------------- -------------
<S> <C> <C>
2000:
Quarter ended September 30 $ 4,800,000 $ 2,880,000
Quarter ended June 30 6,700,000 4,020,000
-------------- -------------
11,500,000 6,900,000
1999:
Quarter ended December 31 5,400,000 3,240,000
-------------- -------------
$ 16,900,000 $ 10,140,000
============== =============
</TABLE>
In the aggregate, the Company's investments do not generate sufficient cash
flow to pay all of its expenses. The Company estimates that it has adequate
borrowing capacity under its credit facility to meet its cash requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At September 30, 2000, the Company had $17,931,538 of variable rate debt
bearing interest at an interest rate of 9.66% (LIBOR plus 3.00%). A one percent
increase for one year in the base used to determine the interest rate of the
variable rate debt would result in a $179,315 increase in the Company's annual
net loss ($0.04 per basic and diluted share).
Page 13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is from time to time involved in legal actions arising in the
ordinary course of its business. In the opinion of management, after
consultation with legal counsel, the outcome of such matters will not have a
material adverse effect on the Company's financial condition, results of
operations or cash flows.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K are filed herewith and are
listed in the attached Exhibit Index.
(b) Reports on Form 8-K: None.
Page 14
<PAGE> 15
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: November 2, 2000 By: /s/ Irwin Goldberg
------------------------------------
IRWIN GOLDBERG
Vice President, Chief Financial Officer
Page 15
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
<S> <C> <C>
The following is a list of all exhibits filed as part of this report
2.1 Assignment Agreement, dated as of December 31, 1998, between Vornado
Realty Trust, as assignor, and Vornado Operating Company, 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 Amended and Restated Bylaws of Vornado Operating Company *
(incorporated by reference to Exhibit 3.2 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000 (File No.
001-14525) as filed with the Commission on May 9, 2000.)
</TABLE>
------------------------------
* Incorporated by reference.
Page 16
<PAGE> 17
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
<S> <C> <C>
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 Temperature Controlled Logistics 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)
10.6 Master Lease Agreement, dated as of April 22, 1998, between URS Real *
Estate, L.P., as Landlord, and URS Logistics, Inc., as Tenant
(incorporated by reference to Exhibit 10.2 of the Company's Current
Report on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as
filed with the Commission on May 26, 1999)
10.7 First Amendment to Master Lease Agreement, dated as of March 10, *
1999, between URS Real Estate, L.P. and URS Logistics, Inc.
(incorporated by reference to Exhibit 10.3 of the Company's Current
Report on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as
filed with the Commission on May 26, 1999)
10.8 Assignment and Assumption of Master Lease, dated as of March 11, *
1999, between URS Logistics, Inc. and AmeriCold Logistics II, LLC
(incorporated by reference to Exhibit 10.4 of the Company's Current
Report on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as
filed with the Commission on May 26, 1999)
10.9 Master Lease Agreement, dated as of April 22, 1998, between AmeriCold *
Real Estate, L.P., as Landlord and AmeriCold Corporation, as Tenant
(incorporated by reference to Exhibit 10.5 of the Company's Current
Report on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as
filed with the Commission on May 26, 1999)
</TABLE>
------------------------------
* Incorporated by reference.
Page 17
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
<S> <C> <C>
10.10 First Amendment to Master Lease Agreement, dated as of March 10, *
1999, between AmeriCold Real Estate, L.P. and AmeriCold Logistics,
LLC (incorporated by reference to Exhibit 10.6 of the Company's
Current Report on Form 8-K/A, dated March 12, 1999 (File No.
001-14525), as filed with the Commission on May 26, 1999)
10.11 Assignment and Assumption of Master Lease, dated as of February 28,
1999, between AmeriCold Corporation and AmeriCold Logistics, LLC *
(incorporated by referenced to Exhibit 10.7 of the Company's Current
Report on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as
filed with the Commission on May 26, 1999)
10.12 Master Lease Agreement, dated as of March 11, 1999, between URS *
Logistics, Inc., as landlord, and AmeriCold Logistics II, LLC, as
Tenant (incorporated by reference to Exhibit 10.8 of the Company's
Current Report on Form 8-K/A, dated March 12, 1999 (File No.
001-14525), as filed with the Commission on May 26, 1999)
10.13 Master Lease Agreement, dated as of February 28, 1999, between *
AmeriCold Corporation, as Landlord, and AmeriCold Logistics, LLC, as
Tenant (incorporated by reference to Exhibit 10.9 of the Company's
Current Report on Form 8-K/A, dated March 12, 1999 (File No.
001-14525), as filed with the Commission on May 26, 1999)
10.14 Master Lease Agreement, dated as of March 11, 1999, between each of *
the entities listed on Exhibit A thereto, collectively as Landlord,
and AmeriCold Logistics, LLC, as Tenant (incorporated by reference
to Exhibit 10.10 of the Company's Current Report on Form 8-K/A,
dated March 12, 1999 (File No. 001-14525), as filed with the
Commission on May 26, 1999)
10.14(A) Amendment to Master Lease Agreement, dated as of March 22, 2000, *
among each of the entities identified on Exhibit A thereto,
collectively as Landlord, and AmeriCold Logistic, LLC, as Tenant
(incorporated by reference to Exhibit 10.14 (A) of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
(File No. 001-14525) as filed with the Commission on May 9, 2000)
10.15 Master Lease Agreement, dated as of March 11, 1999, between VC Omaha *
Holdings, L.L.C. and Carmar Freezers Thomasville L.L.C., together as
Landlord, and AmeriCold Logistics, LLC, as Tenant (incorporated by
reference to Exhibit 10.11 of the Company's Current Report on Form
8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with the
Commission on May 26, 1999)
10.16 Employment Agreement between Vornado Operating Company and Emanuel *
Pearlman, dated May 19, 2000 (incorporated by reference to Exhibit
10.16 of the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 (File no. 001-14525) as filed with the
Commission on August 7, 2000
</TABLE>
------------------------------
* Incorporated by reference.
Page 18
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
<S> <C> <C>
10.17 Amended and Restated Limited Liability Company Agreement of *
Transportal Network, LLC, a Delaware Limited Liability Company
(incorporated by reference to Exhibit 10.17 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000
(File no. 001-14525) as filed with the Commission on August 7, 2000
27 Financial Data Schedule
</TABLE>
------------------------------
* Incorporated by reference.
Page 19
