<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: JUNE 30, 1995
------------------------------------------------
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: 1-11954
VORNADO REALTY TRUST
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 22-1657560
-------------------------------------------------------------------------------
(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 July 21, 1995 there were 24,238,937 common shares outstanding.
Page 1 of 16
<PAGE> 2
VORNADO REALTY TRUST
INDEX
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Balance Sheets as of June 30, 1995
and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income for the Three and Six Months
Ended June 30, 1995 and June 30, 1994 . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 1995 and June 30, 1994 . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Exhibit 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Exhibit 27 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>
Page 2 of 16
<PAGE> 3
PART I. FINANCIAL INFORMATION
VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
-------- ------------
<S> <C> <C>
ASSETS:
Real estate, at cost:
Land $ 61,269 $ 61,269
Buildings and improvements 309,540 298,277
Leasehold improvements and equipment 6,428 6,286
-------- --------
Total 377,237 365,832
Less accumulated depreciation and
amortization (133,944) (128,705)
-------- --------
Real estate, net 243,293 237,127
Cash and cash equivalents, including U.S.
government obligations under repurchase
agreements of $9,490 and $15,275 18,034 23,559
Marketable securities 76,891 87,206
Investment in and advances to Alexander's, Inc. 114,771 7,350
Due from officer 8,418 8,418
Accounts receivable, net of allowance for
doubtful accounts of $521 and $457 6,336 4,898
Receivable arising from the
straight-lining of rents 12,994 11,807
Other assets 14,505 13,173
-------- --------
TOTAL ASSETS $495,242 $393,538
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Notes and mortgages payable $233,804 $234,160
Due for U.S. treasury obligations 46,074 34,275
Accounts payable and accrued expenses 5,658 4,275
Deferred leasing fee income 11,408 -
Other liabilities 4,202 4,140
-------- --------
Total liabilities 301,146 276,850
-------- --------
Commitments and contingencies
Shareholders' equity:
Preferred shares of beneficial interest:
no par value per share;
authorized, 1,000,000 shares;
issued, none
Common shares of beneficial interest:
$.04 par value per share;
authorized, 50,000,000 shares; issued,
24,238,937 and 21,654,285
shares in each period 970 866
Additional capital 279,127 198,184
Accumulated deficit (80,775) (79,513)
-------- --------
199,322 119,537
Unrealized(loss)/gain on securities available
for sale (41) 2,336
Due from officers for purchase of common
shares of beneficial interest (5,185) (5,185)
-------- --------
Total shareholders' equity 194,096 116,688
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $495,242 $393,538
======== ========
</TABLE>
See notes to consolidated financial statements.
Page 3 of 16
<PAGE> 4
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands except share amounts)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
-------------------------- ------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Property rentals $20,012 $17,387 $38,984 $34,535
Expense reimbursements 5,475 6,001 11,014 11,441
Other income (including fee income from
related parties of $1,569 and $332 and
$3,199 and $696) 1,569 572 3,274 1,011
---------- ---------- ---------- ----------
Total Revenues 27,056 23,960 53,272 46,987
---------- ---------- ---------- ----------
Expenses:
Operating 7,427 8,084 14,987 15,494
Depreciation and amortization 2,674 2,457 5,240 4,853
General and administrative 2,134 1,632 3,837 3,173
---------- ---------- ---------- ----------
Total expenses 12,235 12,173 24,064 23,520
---------- ---------- ---------- ----------
Operating income 14,821 11,787 29,208 23,467
Income/(loss) applicable to Alexander's:
Equity in (loss) (955) - (1,096) -
Depreciation (52) - (104) -
Interest income on loan 1,993 - 2,385 -
Interest and dividend income 1,472 1,905 3,050 3,785
Interest and debt expense (4,387) (3,628) (8,572) (7,277)
Net gain on marketable securities 293 50 151 243
---------- ---------- ---------- ----------
NET INCOME $13,185 $10,114 $25,022 $20,218
========== ========== ========== ==========
Net Income Per Share $ .56 $ .46 $1.10 $ .92
========== ========== ========== ==========
Weighted average number of common
shares and common share equivalents
outstanding during period 23,508,753 21,866,594 22,687,134 21,868,485
Dividends per share $ .56 $ .50 $1.12 $1.00
</TABLE>
See notes to consolidated financial statements.
Page 4 of 16
<PAGE> 5
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
-------------------------------
JUNE 30, 1995 JUNE 30, 1994
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 25,022 $ 20,218
Adjustments to reconcile net income to net
cash provided by operations:
Depreciation and amortization
(including debt issuance costs) 5,737 5,290
Straight-lining of rental income (1,187) (1,000)
Equity in loss of Alexander's, including $104
of depreciation 1,200 -
Net (gain) on marketable securities (151) (243)
Changes in assets and liabilities:
Trading securities (690) 363
Accounts receivable (1,438) (1,301)
Accounts payable and accrued expenses 1,383 (4,053)
Other (2,237) 81
Net cash provided by operating activities 27,639 19,355
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in and advances to Alexander's (100,178) -
Additions to real estate (11,406) (7,718)
Proceeds from sale of securities available for sale 12,214 4,326
--------- --------
Net cash (used in) investing activities (99,370) (3,392)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common shares 79,831 -
Due for U.S. treasury obligations 11,799 (526)
Proceeds from borrowings 60,000 -
Payments on borrowings (60,356) (408)
Dividends paid (26,284) (21,635)
Exercise of stock options 1,216 -
--------- --------
Net cash provided by (used in) financing activities 66,206 (22,569)
--------- --------
Net decrease in cash and cash equivalents (5,525) (6,606)
Cash and cash equivalents at beginning of period 23,559 24,119
--------- --------
Cash and cash equivalents at end of period $ 18,034 $ 17,513
========= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest $ 8,075 $ 6,840
========= ========
</TABLE>
During the six months ended June 30, 1995, the unrealized gain on securities
available for sale included in shareholders' equity was adjusted to reflect (i)
a reduction of $3,435 to the Company's Investment in Alexander's as a result
of the change from fair value to the equity method of accounting and (ii) a
net increase of $1,058 in the market value of other securities available for
sale.
See notes to consolidated financial statements.
Page 5 of 16
<PAGE> 6
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of June 30, 1995, the consolidated
statements of income for the three and six months ended June 30, 1995 and
June 30, 1994 and the consolidated statements of changes in cash flows for
the six months ended June 30, 1995 and June 30, 1994 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 at June 30, 1995 and June 30, 1994 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 1994 Annual
Report to Shareholders. The results of operations for the period ended June
30, 1995 are not necessarily indicative of the operating results for the full
year.
2. RELATED PARTY TRANSACTIONS
Investment in and advances to Alexander's, Inc. ("Alexander's")
consists of:
<TABLE>
<CAPTION>
June 30, 1995 December 31, 1994
------------- -----------------
<S> <C> <C>
Common stock, net of $104,000 of
accumulated depreciation of buildings
(at fair value) in 1995 $ 59,056,000 $5,980,000
Loan receivable 45,000,000 -
Deferred loan origination income (1,333,000) -
Leasing fees and other receivables 12,202,000 526,000
Equity in loss since March 2, 1995 (1,096,000) -
Deferred expenses 942,000 844,000
------------ ----------
$114,771,000 $7,350,000
============ ==========
</TABLE>
At December 31, 1994, the Company owned 113,100 shares of Alexander's
common stock. The investment was carried at market value of $5,980,000 at
December 31, 1994 (cost was $2,545,000). In March 1995, the Company purchased
all of the 1,353,468 shares, or 27.1% of the common stock of Alexander's owned
by Citibank, N.A. ("Citibank") for $40.50 per share in cash or $56,615,000
(including $1,800,000 of costs incurred in the purchase). As a result of the
increase in its investment, the Company has changed its accounting for its
investment in Alexander's to the equity method. This required a reduction of
its investment by the unrealized gain recorded in shareholders' equity at
December 31, 1994, $3,435,000. Vornado's investment in Alexander's in excess
of carrying amounts has been allocated two-thirds to land and one-third to
building, in accordance with purchase accounting. The building allocation in
excess of Alexander's carrying amount is being depreciated over a 35 year
period.
After the acquisition, the Company owns 29.3% of the common stock of
Alexander's. Interstate Properties owns 27.7% of the common shares of the
Company and 27.1% of Alexander's common stock. Steven Roth is the Chairman of
the Board and Chief Executive Officer of the Company, the managing general
partner of Interstate Properties and a Director and Chief Executive Officer of
Alexander's.
Page 6 of 16
<PAGE> 7
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In March 1995, the Company lent Alexander's $45 million, the
subordinated tranche of a $75 million secured financing, the balance of which
was funded by a bank. The Company's loan has a three-year term and bears
interest at 16.43% per annum for the first two years and at a fixed rate for
the third year of 992 basis points over the one-year Treasury bill rate. In
addition, the Company received a loan origination fee of $1,500,000 from
Alexander's to be amortized over the term of the loan.
In March 1995, the Company and Alexander's entered into a three-year
management and development agreement (the "Management Agreement"). The
annual management fee payable to the Company by Alexander's is $3,000,000,
plus 6% of development costs with a minimum guaranteed fee for the
development portion of $1,650,000 in the first year and $750,000 in each of
the second and third years.
The fee pursuant to the Management Agreement is in addition to the
leasing fee the Company receives from Alexander's under the leasing agreement
(the "Leasing Agreement") which has been in effect since 1992. Subject to
the payment of rents by Alexander's tenants, the Company is due $11,600,000,
receivable annually in an amount not to exceed $2,500,000 until the present
value of such installments (calculated at a discount rate of 9% per annum)
equals the amount that would have been paid had it been paid on September 21,
1993, or at the time the transactions which gave rise to the commissions
occurred, if later. The term of the Leasing Agreement has been extended to
be coterminous with the term of the Management Agreement.
Effective March 2, 1995, for a three-year period, the Company and
Interstate agreed not to own in excess of two-thirds of Alexander's common
stock or to enter into certain other transactions with Alexander's, other
than the transactions described above, without the consent of Alexander's
independent directors.
Fee income from related parties (included in Other income) consists of:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- ---------------------------
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Management fees from
Interstate Properties $ 294,000 $207,000 $ 488,000 $446,000
Management fees from
Alexander's 1,164,000 - 1,552,000 -
Leasing fees from
Alexander's, net 111,000 - 1,159,000 -
Expense reimbursement
from Alexander's - 125,000 - 250,000
---------- -------- ---------- --------
$1,569,000 $332,000 $3,199,000 $696,000
========== ======== ========== ========
</TABLE>
The unaudited pro forma information set forth below presents the
condensed statement of income for the Company for the six months ended June
30, 1995 and 1994, as if on January 1, 1994, the investment in Alexander's
and related agreements were consummated and 1,880,000 shares of beneficial
interest of the Company were issued to partially fund the investment.
Page 7 of 16
<PAGE> 8
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Proforma
Six Months Ended
---------------------------------
June 30, 1995 June 30, 1994
------------- -------------
<S> <C> <C>
Revenues $ 53,142,000 $ 49,509,000
Expenses (24,064,000) (23,520,000)
------------ ------------
Operating income 29,078,000 25,989,000
Income/(loss) applicable to Alexander's:
Equity in (loss) (1,906,000) (1,111,000)
Depreciation (156,000) (312,000)
Interest income on loan 3,947,000 3,947,000
Interest and dividend income 2,418,000 2,281,000
Interest and debt expense (7,729,000) (7,277,000)
Net (loss)/gain on marketable securities 151,000 243,000
------------ ------------
Net income $ 25,803,000 $ 23,760,000
============ ============
Net income per share $1.09 $ 1.00
===== =======
</TABLE>
3. SALE OF COMMON SHARES
On May 3, 1995, the Company completed the sale of 2,500,000 common
shares in a public offering at $34.00 per share, which net of expenses
yielded approximately $80,000,000, of which $60,000,000 was used to repay the
indebtedness incurred under its revolving credit facility in connection with
the Alexander's investment.
4. SUBSEQUENT EVENT
On July 6, 1995, the Company assigned its Management Agreement with
Alexander's to Vornado Management Corp. ("VMC"), a newly formed New Jersey
corporation. In exchange, the Company received 100% of the preferred stock
of VMC which entitles it to 95% of net operating cash flow distributed by VMC
to its shareholders. Steven Roth and Richard West, Trustees of the Company,
own the common stock of VMC. In addition, the Company lent $5,000,000 to VMC
for working capital purposes under a three year term loan bearing interest at
the prime rate plus 2%. VMC will be responsible for its pro-rata share of
compensation (including bonuses) and fringe benefits of common employees and
30% of other common expenses.
Page 8 of 16
<PAGE> 9
VORNADO REALTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Funds from operations were $15,743,000 in the quarter ended June 30,
1995, compared to $11,896,000 in the quarter ended June 30, 1994, an increase
of $3,847,000 or 32.3%. Funds from operations were $29,162,000 in the six
months ended June 30, 1995, compared to $23,645,000 in the six months ended
June 30, 1994, an increase of $5,517,000 or 23.3%. The following table
reconciles funds from operations and net income:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ ----------------------------
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income $13,185,000 $10,114,000 $25,022,000 $20,218,000
Depreciation and amortization of
real property 2,519,000 2,271,000 5,006,000 4,501,000
Straight-lining of property rentals (692,000) (500,000) (1,187,000) (1,000,000)
Leasing fees received in excess
of/(less than) income recognized 610,000 - (188,000) -
Loss/(gain) on sale of securities
available for sale - 11,000 360,000 (74,000)
Proportionate share of adjustments
to Alexander's loss to arrive at
funds from operations 121,000 - 149,000 -
----------- ----------- ----------- -----------
Funds from operations * $15,743,000 $11,896,000 $29,162,000 $23,645,000
=========== =========== =========== ===========
</TABLE>
* Effective January 1, 1995, the Company changed its definition of
funds from operations to exclude amortization of debt issuance
costs and depreciation of personal property. Prior period amounts
have been restated to conform to the current year's presentation.
Funds from operations does not represent cash generated from operating
activities in accordance with generally accepted accounting principles and is
not necessarily indicative of cash available to fund cash needs. Funds from
operations should not be considered as an alternative to net income as an
indicator of the Company's operating performance or as an alternative to cash
flows as a measure of liquidity. Nonetheless, management considers funds from
operations an appropriate supplemental measure of the Company's operating
performance.
The Company's revenues, which consist of property rentals, tenant
expense reimbursements and other income were $27,056,000 in the quarter ended
June 30, 1995, compared to $23,960,000 in the prior year's quarter, an increase
of $3,096,000 or 12.9%. Revenues were $53,272,000 for the six months ended June
30, 1995, compared to $46,987,000 for the prior year's six months, an increase
of $6,285,000 or 13.4%.
Property rentals were $20,012,000 in the quarter ended June 30, 1995,
compared to $17,387,000 in the prior year's quarter, an increase of $2,625,000
or 15.1%. Property rentals were $38,984,000 for the six months ended June 30,
1995, compared to $34,535,000 for the prior year's six months, an increase of
$4,449,000 or 12.9%. Of these increases (i) $1,560,000 and $2,884,000 resulted
from rents from expansions of shopping centers and recent acquisitions of retail
properties and (ii) $793,000 and $1,228,000 resulted from step-ups in leases
which are not subject to the straight-line method of revenue recognition.
Page 9 of 16
<PAGE> 10
VORNADO REALTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Tenant expense reimbursements decreased in 1995 as compared to 1994,
primarily as a result of lower operating expenses which are passed through to
tenants.
Other income was $1,569,000 for the quarter ended June 30, 1995,
compared to $572,000 in the prior year's quarter, an increase of $997,000. Other
income was $3,274,000 for the six months ended June 30, 1995, compared to
$1,011,000 for the prior year's six months, an increase of $2,263,000. These
increases resulted primarily from the fee income recognized in connection with
the Management Agreement and Leasing Agreement with Alexander's.
Operating expenses decreased in 1995 as compared to 1994, primarily as a
result of lower snow removal costs.
Depreciation and amortization expense increased in 1995 as compared to
1994, primarily as a result of the completion of property expansions in the
fourth quarter of 1994.
General and administrative expenses increased by $502,000 to $2,134,000
in the quarter ended June 30, 1995, compared to $1,632,000 in the prior year's
quarter. General and administrative expenses increased by $664,000 to
$3,837,000 in the six months ended June 30, 1995, compared to $3,173,000 in the
prior year's six months. Of these increases, $350,000 was payroll expenses
resulting from additions to staff and bonuses.
Investment income (interest and dividend income and net gains/(losses)
on marketable securities) was $1,765,000 for the quarter ended June 30, 1995,
compared to $1,955,000 in the prior year's quarter, a decrease of $190,000 or
9.7%. Investment income was $3,201,000 for the six months ended June 30, 1995,
compared to $4,028,000 for the prior year's six months, a decrease of $827,000
or 20.5%. The changes in investment income resulted primarily from decreases in
interest and dividend income of $433,000 and $735,000 as a result of lower
average investments due to $20,400,000 invested in Alexander's (above the net
proceeds from the sale of common shares). Investment income in this year's
second quarter included an increase in net gains on marketable securities of
$243,000.
Interest and debt expense was $4,387,000 in the quarter ended June 30,
1995, as compared to $3,628,000 in the prior year's quarter, an increase of
$759,000 or 20.9%. Interest and debt expense was $8,572,000 for the six months
ended June 30, 1995, compared to $7,277,000 for the prior year's six months, an
increase of $1,295,000 or 17.8%. Of these increases $471,000 and $843,000
resulted from borrowings under the revolving credit facility to temporarily fund
the investment in Alexander's and $288,000 and $452,000 resulted from a decrease
in interest capitalized during construction.
The Company operates in a manner intended to enable it to qualify as a
real estate investment trust ("REIT") under Sections 856-860 of the Internal
Revenue Code of 1986 as amended (the "Code"). Under those sections, a real
estate investment trust which distributes at least 95% of its REIT taxable
income to its shareholders each year and which meets certain other conditions
will not be taxed on that portion of its taxable income which is distributed to
its shareholders. The Company has distributed to its shareholders an amount
greater than its taxable income. Therefore, no provision for federal income
taxes is required.
Page 10 of 16
<PAGE> 11
VORNADO REALTY TRUST
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 1995, the Company had Liquid Investments (cash and cash
equivalents, marketable securities, excluding unrealized (losses)/gains on
securities available for sale, net of amounts due for U.S. treasury obligations)
of $48,800,000 compared to $77,600,000 at December 31, 1994, a decrease of
$28,800,000. The decrease in Liquid Investments resulted primarily from (i) an
investment in and advances to Alexander's of $100,200,000, (ii) dividends paid
to shareholders of $26,300,000 and (iii) capital expenditures of $11,400,000,
exceeding net cash proceeds from a public offering of $79,800,000 and net cash
provided from operating activities of $27,600,000.
On February 27, 1995, the Company entered into a three-year unsecured
revolving credit facility with a bank providing for borrowings of up to
$75,000,000. Borrowings bear annual interest, at the Company's election, at
LIBOR plus 1.50% or the higher of the federal funds rate plus 1% or prime rate
plus .50%. At June 30, 1995, the Company had no borrowings outstanding under
the facility. On May 3, 1995, the Company completed the sale of 2,500,000
common shares in a public offering at $34.00 per share, which net of expenses
yielded approximately $80,000,000 of which $60,000,000 was used to repay the
indebtedness incurred under the revolving credit facility in connection with the
Alexander's investment.
On June 23, 1995, Bradlees, Inc., which accounted for 19% of property
rentals for the year ended December 31, 1994, announced that it filed for
protection and will reorganize under Chapter II of the U. S. Bankruptcy Code.
The leases for 19 of the 21 Bradlees locations are fully guaranteed by Stop &
Shop Companies, Inc. Further, Montgomery Ward & Co., Inc., remains liable for
that portion of the rent it was obligated to pay in 8 of these 19 locations.
The Company anticipates that cash from continuing operations, working
capital, borrowings under its revolving credit facility and/or proceeds from the
issuance of securities under the Company's shelf registration statement will be
adequate to fund its business operations, capital expenditures, continuing debt
obligations and the payment of dividends.
Page 11 of 16
<PAGE> 12
VORNADO REALTY TRUST
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 1995 Annual Meeting of Shareholders on May 31, 1995, the
Shareholders elected the two nominees listed in the Proxy Statement
to serve on the Board of Trustees for a term of three years, or until
their respective successors are duly elected and qualify. A total of
20,411,066 shares of beneficial interest were voted in person or by
proxy. The vote tabulation with respect to each nominee was as
follows:
<TABLE>
<CAPTION>
Votes Cast
Against or
Trustee Votes Cast For Withheld
---------------- -------------- ----------
<S> <C> <C>
David Mandelbaum 20,119,415 291,651
Richard West 20,400,515 10,551
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: The following exhibits are filed with this
Quarterly Report on Form 10-Q.
11 Statement Re Computation of Per Share Earnings.
27 Financial Data Schedule
(b) Reports on Form 8-K
During the quarter ended June 30, 1995, Vornado Realty
Trust filed the report on Form 8-K described below.
<TABLE>
<CAPTION>
Period Covered:
(Date of Earliest
Event Reported) Items Reported Date of Report
----------------- ---------------------------- --------------
<S> <C> <C>
April 26, 1995 5. Other events - Purchase April 26, 1995
Agreement and related
Pricing Agreement relating
to the issuance and sale by
the Company of an aggregate
of 2,500,000 common shares
of beneficial interest.
June 22, 1995 5. Other events - Proforma June 22, 1995
financial information and
exhibits re: Alexander's, Inc.
</TABLE>
Page 12 of 16
<PAGE> 13
VORNADO REALTY TRUST
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 REALTY TRUST
------------------------------------
(Registrant)
Date: August 10, 1995 /s/ Joseph Macnow
------------------------------------
JOSEPH MACNOW
Vice President - Chief Financial
Officer and Chief Accounting Officer
Page 13 of 16
<PAGE> 14
VORNADO REALTY TRUST
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NUMBER IN
SEQUENTIAL
EXHIBIT NO. NUMBERING
----------- --------------
<S> <C> <C>
11 Statement Re Computation of Per Share Earnings. 15
27 Financial Data Schedule 16
</TABLE>
Page 14 of 16
<PAGE> 1
EXHIBIT 11
VORNADO REALTY TRUST
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
----------------------------- -----------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted average number of shares
outstanding 23,344,514 21,605,612 22,515,286 21,609,553
Common share equivalents for
options after applying treasury
stock method 164,239 260,982 171,848 258,932
----------- ----------- ----------- -----------
Weighted Average Number of Shares
and Common Share Equivalents
Outstanding 23,508,753 21,866,594 22,687,134 21,868,485
=========== =========== =========== ===========
Net income $13,185,000 $10,114,000 $25,022,000 $20,218,000
=========== =========== =========== ===========
Net Income Per Share $ .56 $ .46 $1.10 $ .92
===== ===== ===== =====
</TABLE>
Page 15 of 16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 18,034
<SECURITIES> 76,891
<RECEIVABLES> 6,336
<ALLOWANCES> 521
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 377,237
<DEPRECIATION> 133,944
<TOTAL-ASSETS> 495,242
<CURRENT-LIABILITIES> 0
<BONDS> 279,878
<COMMON> 970
0
0
<OTHER-SE> 193,126
<TOTAL-LIABILITY-AND-EQUITY> 495,242
<SALES> 0
<TOTAL-REVENUES> 53,272
<CGS> 0
<TOTAL-COSTS> 14,987
<OTHER-EXPENSES> 3,837
<LOSS-PROVISION> 173
<INTEREST-EXPENSE> 8,572
<INCOME-PRETAX> 25,022
<INCOME-TAX> 0
<INCOME-CONTINUING> 25,022
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,022
<EPS-PRIMARY> 1.10
<EPS-DILUTED> 1.10
</TABLE>
