<PAGE> 1
EXHIBIT INDEX ON PAGE 15
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: JUNE 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)
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)
(201) 587-1000
(Registrant's telephone number, including area code)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NJ 07663
(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 August 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:
Item 1. Financial Statements: Page Number
<S> <C>
Consolidated Balance Sheets as of June 30, 2000 and
December 31, 1999......................................................... 3
Consolidated Statements of Operations for the Three and Six Months
Ended June 30, 2000 and June 30, 1999..................................... 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2000 and June 30, 1999..................................... 5
Notes to Consolidated Financial Statements................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk................ 12
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings......................................................... 13
Item 4. Submission of Matters to a Vote of Security Holders....................... 13
Item 5. Other Information......................................................... 13
Item 6. Exhibits and Reports on Form 8-K.......................................... 13
Signatures .......................................................................... 14
Exhibit Index ......................................................................... 15
</TABLE>
Page 2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VORNADO OPERATING COMPANY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents ................................. $ 374,488 $ 3,257,870
Investment in AmeriCold Logistics ......................... 16,172,491 17,812,491
Investment in Transportal Network ......................... (422,576) (540,000)
Prepaid expenses .......................................... 458,617 302,345
------------ ------------
$ 16,583,020 $ 20,832,706
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Note payable to Vornado Realty Trust ...................... $ 12,181,538 $ 4,586,896
Due to Vornado Realty Trust ............................... 81,913 90,000
Accrued expenses .......................................... 382,715 216,956
------------ ------------
Total liabilities ..................................... 12,646,166 4,893,852
------------ ------------
Minority interest ........................................ 393,314 1,581,765
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock: par value $.01 per share; authorized,
40,000,000 shares; issued and outstanding, 4,068,771 and
4,068,310 shares ....................................... 40,688 40,683
Additional paid-in capital ................................ 22,461,709 22,459,160
Deficit ................................................... (18,958,857) (8,142,754)
------------ ------------
Total stockholders' equity ............................. 3,543,540 14,357,089
------------ ------------
$ 16,583,020 $ 20,832,706
============ ============
</TABLE>
See notes to consolidated financial statements.
Page 3
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VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Interest income ......................... $ 36,865 $ 145,748 $ 78,643 $ 324,552
------------ ------------ ------------ ------------
Expenses:
General and administrative .............. (140,125) 284,163 797,224 473,896
Organization costs ...................... -- 265,084 -- 359,643
------------ ------------ ------------ ------------
Total expenses ............................... (140,125) 549,247 797,224 833,539
------------ ------------ ------------ ------------
176,990 (403,499) (718,581) (508,987)
Loss from investment in AmeriCold Logistics .. (3,902,000) (1,517,800) (7,640,000) (1,592,400)
Loss from investment in Transportal Network .. (1,697,155) -- (2,882,576) --
Interest and debt expense to Vornado Realty
Trust ................................... (447,396) (370,807) (763,396) (634,312)
Gain on sale of investment in Charles E. Smith
Commercial Realty L.P. .................. -- -- -- 280,000
------------ ------------ ------------ ------------
Loss before income tax benefit and
minority interest ....................... (5,869,561) (2,292,106) (12,004,553) (2,455,699)
Income tax benefit ........................... -- -- -- --
------------ ------------ ------------ ------------
Loss before minority interest ................ (5,869,561) (2,292,106) (12,004,553) (2,455,699)
Minority interest ............................ 581,087 226,918 1,188,451 243,114
------------ ------------ ------------ ------------
Net loss ..................................... $ (5,288,474) $ (2,065,188) $(10,816,102) $ (2,212,585)
============ ============ ============ ============
Net loss per share -- basic and diluted ...... $ (1.30) $ (.51) $ (2.66) $ (.54)
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
Page 4
<PAGE> 5
VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................ $(10,816,102) $ (2,212,585)
Adjustments to reconcile net loss to net cash used in
operations:
Minority interest ............................... (1,188,451) (243,114)
Loss from investment in AmeriCold Logistics ..... 7,640,000 1,592,400
Loss from investment in Transportal Network ..... 2,882,576 --
Non-cash compensation expense (income) .......... (467,946) 97,298
Gain on sale of investment in Charles E. Smith
Commercial Realty L.P. ........................ -- (280,000)
Changes in operating assets and liabilities:
Prepaid expenses ................................ (156,272) 86,384
Accrued expenses ................................ 633,704 360,807
Due to Vornado Realty Trust ..................... (8,087) (906,759)
------------ ------------
Net cash used in operating activities .................... (1,480,578) (1,505,569)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in AmeriCold Logistics ................... (6,000,000) (23,268,421)
Investment in Transportal Network ................... (3,000,000) --
Proceeds from sale of Charles E. Smith
Commercial Realty L.P. ............................ -- 13,200,000
------------ ------------
Net cash used in investing activities .................... (9,000,000) (10,068,421)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ............................ 9,500,000 18,586,896
Repayments on borrowings ............................ (1,905,358) (14,000,000)
Other ............................................... 2,554 (17,100)
------------ ------------
Net cash provided by financing activities ................ 7,597,196 4,569,796
------------ ------------
Net (decrease) in cash and cash equivalents .............. (2,883,382) (7,004,194)
Cash and cash equivalents at beginning of period ......... 3,257,870 11,831,561
------------ ------------
Cash and cash equivalents at end of period ............... $ 374,488 $ 4,827,367
============ ============
NON-CASH TRANSACTIONS:
Non-cash compensation expenses (income) ............. $ (467,946) $ 97,298
============ ============
</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 June 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 the
Company L.P.
2. BASIS OF PRESENTATION
The consolidated balance sheet as of June 30, 2000, the consolidated
statements of operations for the three and six months ended June 30, 2000 and
1999 and the consolidated statements of changes in cash flows for the six months
ended June 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 six
months ended June 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. INVESTMENTS IN PARTNERSHIPS
The Company's investments in partnerships and loss recognized from such
investments are as follows:
<TABLE>
<CAPTION>
Investments in Partnerships
----------------------------------
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
AmeriCold Logistics (60% interest) . $ 16,172,491 $ 17,812,491
Transportal Network ................ (422,576) (540,000)
------------ ------------
$ 15,749,915 $ 17,272,491
============ ============
</TABLE>
<TABLE>
<CAPTION>
Loss from Investments in Partnerships
---------------------------------------------------------------------
For The Three Months Ended For The Six Months Ended
June 30, June 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
AmeriCold Logistics (60% interest) $ (3,902,000) $ (1,517,800) $ (7,640,000) $ (1,592,400)
Transportal Network .............. (1,697,155) -- (2,882,576) --
------------ ------------ ------------ ------------
$ (5,599,155) $ (1,517,800) $(10,522,576) $ (1,592,400)
============ ============ ============ ============
</TABLE>
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<PAGE> 7
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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 March 11, 1999
June 30, For The Six Months (Acquisition Date)
--------------------------------- Ended June 30, to June 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue ........ $ 159,423,000 $ 164,527,000 $ 323,698,000 $ 203,074,000
============= ============= ============= =============
Operating Income $ 4,774,000 $ 6,702,000 $ 9,257,000 $ 8,315,000
============= ============= ============= =============
Net loss ....... $ (6,503,000) $ (2,515,000) $ (12,733,000) $ (2,654,000)
============= ============= ============= =============
</TABLE>
At December 31, 1999, AmeriCold Logistics exercised its right, pursuant to
the terms of its leases with the Vornado/ Crescent Partnerships (the
"Landlord'), to defer $5,400,000 of rent of which the Company's share was
$3,240,000. During the quarter ended June 30, 2000, AmeriCold Logistics deferred
an additional $6,700,000 of rent of which the Company's share is $4,020,000.
AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing by the following: (i) discussions
with 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.
The following discussion relates to the Company's 60% investment in
Transportal Network:
The Company's share of start-up costs for Transportal Network
("Transportal"), which relate to market research, creating a business plan and
related matters, was $1,697,155 for the three months ended June 30, 2000 and
$3,422,576 from October 1999 (inception) to June 30, 2000. The costs for the six
months ended June 30, 2000 are included in the Company's consolidated statement
of operations as "loss from investment in Transportal Network". Transportal has
not yet commenced operations or finalized its business plan. The Company expects
Transportal to incur significant future losses and to require significant equity
investments. The Company expects to continue to fund its share, which may be in
excess of $2,000,000, of Transportal's additional cash needs. Transportal is
actively seeking additional equity investments from third parties, including
venture capital firms. Early stage Internet companies, such as Transportal, with
new and unproven business models, frequently encounter significant risks and
difficulties and there can be no assurance that Transportal will be successful
or profitable.
4. REVOLVING CREDIT FACILITY
On May 23, 2000, the Company borrowed $3,500,000 from Vornado and repaid
$1,905,358 on June 9, 2000.
5. VORNADO AGREEMENT
The Company and Vornado Realty Trust ("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.
Page 7
<PAGE> 8
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 approximately
$82,500 and $40,000 for the three months ended June 30, 2000 and June 30, 1999
and approximately $165,000 and $80,000 for the six months ended June 30, 2000
and June 30, 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 Six Months Ended
June 30, June 30,
----------------------------- -----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Numerator:
Net loss ............................................ $ (5,288,474) $ (2,065,188) $(10,816,102) $ (2,212,585)
============ ============ ============ ============
Denominator:
Denominator for basic loss per share-weighted average
shares .......................................... 4,068,706 4,068,310 4,068,549 4,068,310
Effect of dilutive securities:
Employee stock options .......................... -- -- -- --
------------ ------------ ------------ ------------
Denominator for diluted loss per share-adjusted
weighted average shares ......................... 4,068,706 4,068,310 4,068,549 4,068,310
============ ============= ============ ============
Net loss per share-basic and diluted ..................... $ (1.30) $ (.51) $ (2.66) $ (.54)
============= ============= ============= ============
</TABLE>
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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 Vornado Realty Trust; (i) the Company's limited financial
resources; (j) dependence on key personnel; (k) potential antitakeover effects
of the Company's charter documents and applicable law; (l) dependence on
dividends and distributions of subsidiaries; (m) potential costs of compliance
with environmental laws; (n) changes in the general economic climate; and (o)
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 $5,288,474 for the three months ended June 30,
2000, compared to $2,065,188 for the three months ended June 30, 1999, an
increase of $3,223,286, and $10,816,102 for the six months ended June 30, 2000,
compared to $2,212,585 for the six months ended June 30, 1999, an increase of
$8,603,517.
Interest income was $36,865 for the three months ended June 30, 2000,
compared to $145,748 for the three months ended June 30, 1999, a decrease of
$108,883, and $78,643 for the six months ended June 30, 2000, compared to
$324,552 for the six months ended June 30, 1999, a decrease of $245,909. These
decreases result primarily from lower average invested balances.
General and administrative expenses were a negative $140,125 for the three
months ended June 30, 2000 compared to $284,163 for the three months ended June
30, 1999, a decrease of $424,288. This results primarily from a decrease in
compensation expense relating to outstanding stock appreciation rights.
General and administrative expenses were $797,224 for the six months ended June
30, 2000, compared to $473,896 for the six months ended June 30, 1999, an
increase of $323,328. This increase results primarily from investment activity
for the full six months this year versus a partial period last year, as well as
an increase in compensation expense of $87,000 relating to the stock
appreciation rights.
No organizational costs were incurred in the three and six months ended June
30, 2000, whereas $265,084 and $359,643 were incurred in the three and six
months ended June 30, 1999.
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The Company's loss from investment in AmeriCold Logistics was $3,902,000 in
the quarter ended June 30, 2000, compared to $1,517,800 in the quarter ended
June 30, 1999, an increase of $2,384,200, and $7,640,000 for the six months
ended June 30, 2000, compared to $1,592,400 for the period from March 11, 1999
(acquisition date) to June 30, 1999, an increase of $6,047,600. 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 $4,701,000, compared to the pro forma loss of $2,939,000 for the six
months ended June 30, 1999. These increases are discussed below:
AMERICOLD LOGISTICS RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS
ENDED JUNE 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 six months ended June 30, 1999 is pro forma
because the acquisition of AmeriCold Logistics occurred on March 11, 1999.
Revenues were $159,423,000 for the quarter ended June 30, 2000,
compared to $164,527,000 in the quarter ended June 30, 1999, a decrease of
$5,104,000, and $323,698,000 for the six months June 30, 2000, compared to
$325,173,000 for the six months ended June 30, 1999, a decrease of
$1,475,000. Revenues from Leased Operations were $111,477,000 for the
quarter ended June 30, 2000, compared to $108,584,000 for the quarter
ended June 30, 1999, an increase of $2,893,000, and $226,020,000 for the
six months ended June 30, 2000, compared to $215,217,000 for the six
months ended June 30, 1999, an increase of $10,803,000. Revenues from
other operations were $47,946,000 for the quarter ended June 30, 2000,
compared to $55,943,000 for the quarter ended June 30, 1999, a decrease of
$7,997,000 and $97,678,000 for the six months ended June 30, 2000,
compared to $109,956,000 for the six months ended June 30, 1999, a
decrease of $12,278,000.
The revenue increase in Leased Operations for the quarter results
from revenue from new warehouses of $3,864,000 offset by a decrease in
revenue at comparable warehouses (operations at warehouses that were
leased for the same period in each year) of $971,000. The revenue increase
in Leased Operations for the six months results from revenue from new
warehouses of $6,469,000 and an increase in revenue from comparable
warehouses of $4,334,000. 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
$43,159,000, or 40.1% for the quarter ended June 30, 2000, compared to
$43,694,000, or 40.2% for the quarter ended June 30, 1999, a decrease of
$535,000. This decrease was offset by the gross margin from newly built
warehouses of $1,988,000. The gross margin for Leased Operations of
comparable warehouses was $87,109,000, or 39.7% for the six months ended
June 30, 2000, compared to $87,003,000, or 40.4% for the six months ended
June 30, 1999, an increase of $106,000. This change was comprised of an
increase in gross margin of $1,720,000 resulting from higher revenue,
partially offset by $1,614,000 from a .7% decline in margin percentage. In
addition, the gross margin from newly built warehouses was $2,877,000.
Operating income from Other Operations was $3,055,000 for the
quarter ended June 30, 2000, compared to $4,055,000 for the quarter ended
June 30, 1999, a decrease of $1,000,000, and $5,382,000 for the six months
ended June 30, 2000, compared to $7,631,000 for the six months ended June
30, 1999, a decrease of $2,249,000. 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 10
<PAGE> 11
Rent expense was $43,428,000 for the quarter ended June 30, 2000,
compared to $41,073,000 for the quarter ended June 30, 1999, an increase
of $2,355,000, and $86,111,000 for the six months ended June 30, 2000,
compared to $81,413,000 for the six months ended June 30, 1999, an
increase of $4,698,000. These increases were due to new warehouses and
percentage rent based on higher Leased Operations revenue at Comparable
Warehouses, and in the second quarter, included a $500,000 adjustment to
the percentage rent calculation.
General and administrative expenses were $8,905,000 for the quarter
ended June 30, 2000, compared to $8,412,000 for the quarter ended June 30,
1999, an increase of $493,000, and $17,412,000 for the six months ended
June 30, 2000, compared to $16,214,000 for the six months ended June 30,
1999, an increase of $1,198,000. These increases resulted primarily from
increased staffing.
Depreciation and amortization expense was $1,870,000 for the quarter
ended June 30, 2000, compared to $1,278,000 for the quarter ended June 30,
1999, an increase of $592,000, and $3,851,000 for the six months ended
June 30, 2000, compared to $2,891,000 for the six months ended June 30,
1999, an increase of $960,000. These increases resulted primarily from
changes in the purchase price allocation in the fourth quarter of 1999.
Interest expense was $615,000 for the quarter ended June 30, 2000,
compared to zero for the quarter ended June 30, 1999, an increase of
$615,000 and $1,187,000 for the six months ended June 30, 2000, compared
to $129,000 for the six months ended June 30, 1999, an increase of
$1,058,000. These increases resulted from borrowings in 2000.
Other income, was $113,000 for the quarter ended June 30, 2000,
compared to $473,000 for the quarter ended June 30, 1999, a decrease of
$360,000, and $460,000 for the six months ended June 30, 2000, compared to
$1,114,000 for this six months ended June 30, 1999, a decrease of
$654,000. Results for the prior year's quarter and six months included
non-recurring income from a change in employee benefits plans.
As a result of the aforementioned factors, AmeriCold Logistics' net
loss for the quarter ended June 30, 2000 increased by $3,988,000 to
$6,503,000 and for the six months ended June 30, 2000 by $7,834,000 to
$12,733,000 when compared to the prior year's quarter and pro forma six
months. AmeriCold Logistics believes that the loss for the quarter and six
months ended June 30, 2000, is not necessarily indicative of the operating
results expected for the full year, due to the seasonality of the
business. Historically, revenue from Transportation Management Services
and Quarry Operations are lower in the first two quarters than for the
remainder of the year.
Loss from investment in Transportal Network was $1,697,155 and $2,882,576
for the three and six months ended June 30, 2000, which consisted of initial
start-up and organization costs.
Interest and debt expense was $447,396 for the three months ended June 30,
2000, compared to $370,807 for the three months ended June 30, 1999, an increase
of $76,589, and $763,396 for the six months ended June 30, 2000, compared to
$634,312 for the six months ended June 30, 1999, an increase of $129,084. 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 June 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.
On May 23, 2000, the Company borrowed $3,500,000 from Vornado and repaid
$1,905,358 on June 9, 2000.
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<PAGE> 12
At December 31, 1999, AmeriCold Logistics exercised its right, pursuant to
the terms of its leases with the Vornado/ Crescent Partnerships (the
"Landlord'), to defer $5,400,000 of rent of which the Company's share was
$3,240,000. During the quarter ended June 30, 2000, AmeriCold Logistics deferred
an additional $6,700,000 of rent of which the Company's share is $4,020,000.
AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing by the following: (i) discussions
with 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.
Transportal Network ("Transportal"), has not yet commenced operations or
finalized its business plan. The Company expects Transportal to incur
significant future losses and to require significant equity investments. The
Company expects to continue to fund its share, which may be in excess of
$2,000,000, of Transportal's additional cash needs. Transportal is actively
seeking additional equity investments from third parties, including venture
capital firms. Early stage Internet companies, such as Transportal, with new and
unproven business models, frequently encounter significant risks and
difficulties and there can be no assurance that Transportal will be successful
or profitable.
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 June 30, 2000, the Company had $12,181,538 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 $109,756 increase in the Company's annual net loss
($0.03 per basic and diluted share).
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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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 31, 2000, the Company held its annual meeting of stockholders. The
stockholders voted, in person or by proxy for: (i) the election of two nominees
to serve on the Board of Directors for a term of three years or until their
respective successors are duly elected and qualified, and (ii) an amendment to
the Company's Omnibus Stock Plan (the "Plan") to authorize the allocation of an
additional 250,000 shares to be reserved for issuance under the Plan. The two
nominees and the amendment were approved. The results of the voting are shown
below:
Election of Directors:
<TABLE>
<CAPTION>
Votes Cast
Against or
Director Votes Cast For Withheld
-------- -------------- --------
<S> <C> <C>
Martin Rosen 3,537,857 15,786
Russell B. Wight, Jr. 3,536,975 16,668
</TABLE>
Amendment to Omnibus Stock Plan:
<TABLE>
<CAPTION>
Votes Cast
Against or
Votes Cast For Withheld
-------------- --------
<S> <C> <C>
1,962,301 140,628
</TABLE>
ITEM 5. OTHER INFORMATION
Emanuel R. Pearlman became the Company's Chief Operating Officer, effective
June 15, 2000. In his capacity as COO, Mr. Pearlman will be responsible for
sourcing and executing non-real estate investments on behalf of VOO.
Mr. Pearlman, has been actively investing in both private and public
companies over the course of the last 12 years through various investment
partnerships that he managed. In addition to making investments, he has been
actively involved in the financial advisory and strategic development roles for
such NYSE companies as Bally Entertainment, Bally Total Fitness Holding
Corporation and Jackpot Enterprises. He currently serves on the board of
actBIG.com and Network-1 Security Solutions, Inc.
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.
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<PAGE> 14
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: August 1, 2000 By: /s/ Irwin Goldberg
---------------------------------------
IRWIN GOLDBERG
Vice President, Chief Financial Officer
Page 14
<PAGE> 15
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.)
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)
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 10.19 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
10.17 Amended and Restated Limited Liability Company Agreement of Transportal
Network, LLC, a Delaware Limited Liability Company
27 Financial Data Schedule
</TABLE>
----------------
* Incorporated by reference.
Page 15
