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: JUNE 30, 2001
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)
888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
(212) 894-7000
(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 27, 2001, there were 4,068,924 shares of the registrant's
common stock, par value $.01 per share, outstanding.
Page 1
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INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements: Page Number
-----------
Consolidated Balance Sheets as of
June 30, 2001 and December 31, 2000................................................... 3
Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 2001 and June 30, 2000............................ 4
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2001 and June 30, 2000...................................... 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 4. Submission of Matters to a Vote of Security Holders................................... 14
Item 5. Other Information..................................................................... 14
Item 6. Exhibits and Reports on Form 8-K...................................................... 14
Signatures ...................................................................................... 15
Exhibit Index ...................................................................................... 16
Page 2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VORNADO OPERATING COMPANY
CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
ASSETS
Cash and cash equivalents ........................................................ $ 228,093 $ 589,564
Marketable securities ............................................................ -- 57,504
Investment in and advances to AmeriCold Logistics ................................ 16,249,091 15,765,891
Prepaid expenses and other assets ................................................ 243,903 316,399
------------ ------------
$ 16,721,087 $ 16,729,358
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Note payable to Vornado Realty Trust ............................................. $ 30,881,538 $ 19,781,538
Due to Transportal Network ....................................................... -- 582,194
Due to Vornado Realty Trust ...................................................... 105,342 73,359
Accounts payable and accrued expenses ............................................ 206,572 337,416
------------ ------------
Total liabilities .......................................................... 31,193,452 20,774,507
------------ ------------
Minority interest ................................................................ -- --
------------ ------------
Commitments and contingencies
Stockholders' deficit:
Common stock: par value $.01 per share; authorized, 40,000,000 shares; issued and
outstanding, 4,068,924 shares in each period ..................................... 40,689 40,689
Additional paid-in capital ....................................................... 22,462,555 22,462,555
Deficit .......................................................................... (36,477,609) (25,828,267)
------------ ------------
(13,974,365) (3,325,023)
Accumulated other comprehensive loss ............................................. (498,000) (720,126)
------------ ------------
Total stockholders' deficit ................................................. (14,472,365) (4,045,149)
------------ ------------
$ 16,721,087 $ 16,729,358
============ ============
See notes to consolidated financial statements.
Page 3
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VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------------- --------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues:
Interest income ............................ $ 2,651 $ 36,865 $ 5,980 $ 78,643
Expenses:
General and administrative ................. 414,177 (140,125) 921,585 797,224
------------ ------------ ------------ ------------
(411,526) 176,990 (915,605) (718,581)
Loss from AmeriCold Logistics ................... (5,811,920) (3,902,000) (7,733,120) (7,640,000)
Loss from Transportal Network ................... -- (1,697,155) -- (2,882,576)
Unrealized loss from marketable securities ...... -- -- (777,630) --
Interest and debt expense to Vornado Realty Trust (621,497) (447,396) (1,222,987) (763,396)
------------ ------------ ------------ ------------
Loss before income tax benefit and
minority interest .......................... (6,844,943) (5,869,561) (10,649,342) (12,004,553)
Income tax benefit .............................. -- -- -- --
------------ ------------ ------------ ------------
Loss before minority interest ................... (6,844,943) (5,869,561) (10,649,342) (12,004,553)
Minority interest ............................... -- 581,087 -- 1,188,451
------------ ------------ ------------ ------------
Net loss ........................................ $ (6,844,943) $ (5,288,474) $(10,649,342) $(10,816,102)
============ ============ ============ ============
Net loss per share -- basic and diluted ......... $ (1.68) $ (1.30) $ (2.62) $ (2.66)
============ ============ ============ ============
See notes to consolidated financial statements.
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VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30,
-------------------------------------
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................................ $(10,649,342) $(10,816,102)
Adjustments to reconcile net loss to net cash used in operations:
Minority interest .......................................... -- (1,188,451)
Equity in loss from AmeriCold Logistics
(Includes $225,680 of cash received for
interest income) ...................................... 7,958,800 7,640,000
Loss from Transportal Network .............................. -- 2,882,576
Unrealized loss from marketable securities ................. 777,630 --
Stock appreciation rights compensation expense (income) .... -- (467,946)
Changes in operating assets and liabilities:
Prepaid expenses and other assets .......................... 72,496 (156,272)
Accounts payable and accrued expenses ...................... (130,844) 633,704
Due to Transportal Network ................................. (582,194) --
Due to Vornado Realty Trust ................................ 31,983 (8,087)
------------ ------------
Net cash used in operating activities ................................ (2,521,471) (1,480,578)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in and advances to AmeriCold Logistics ............... (8,940,000) (6,000,000)
Investment in Transportal Network .............................. -- (3,000,000)
------------ ------------
Net cash used in investing activities ................................ (8,940,000) (9,000,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ........................................ 11,100,000 9,500,000
Repayments on borrowings ........................................ -- (1,905,358)
Other ........................................................... -- 2,554
------------ ------------
Net cash provided by financing activities ............................ 11,100,000 7,597,196
------------ ------------
Net decrease in cash and cash equivalents ............................ (361,471) (2,883,382)
Cash and cash equivalents at beginning of period ..................... 589,564 3,257,870
------------ ------------
Cash and cash equivalents at end of period ........................... $ 228,093 $ 374,488
============ ============
SUPPLEMENTAL INFORMATION:
Cash payments for interest ..................................... $ 1,222,987 $ 763,396
============ ============
See notes to consolidated financial statements.
Page 5
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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,
2001 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 June 30, 2001, the consolidated
statements of operations for the three and six months ended June 30, 2001 and
2000 and the consolidated statements of cash flows for the six months ended June
30, 2001 and 2000 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 accounting principles generally
accepted in the Unites States of America 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, 2000 as
filed with the Securities and Exchange Commission. The results of operations for
the six months ended June 30, 2001 are not necessarily indicative of the
operating results for the full year.
The accompanying consolidated financial statements include the accounts of
the Company and Company L.P. All significant intercompany amounts have been
eliminated.
The preparation of financial statements in conformity with accounting
principles general accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent 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
The Company recognized an unrealized loss from marketable securities of
$777,630 during the first quarter of this year due to an "other than temporary
decline" in fair value of securities available for sale.
4. INVESTMENTS IN PARTNERSHIPS
The Company's investments in and advances to partnerships and loss
recognized from such investments are as follows:
Investments in and Advances to Partnership
---------------------------------------------------------
June 30, 2001 December 31, 2000
---------------------------- ------------------------
AmeriCold Logistics (60% interest)............................ $ 16,249,091 $ 15,765,891
============================ ========================
During the quarter ended June 30, 2001, the Company made two loans to
AmeriCold Logistics. The first loan, made on April 30, 2001, was $3,840,000 and
is secured by a mortgage on AmeriCold Logistics' quarries. This loan bears
interest at 12% and requires monthly payments of interest until maturity on
March 31, 2002. The second loan, made on June 6, 2001, was $5,100,000 and is
secured by property, plant and equipment. This loan bears interest at 14% and
requires monthly payments of principal and interest of $98,933 until maturity on
December 31, 2002.
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VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Loss from Investments in Partnerships
---------------------------------------------------------------------------------
For The Three Months Ended For The Six Months Ended
June 30, June 30,
----------------------------------- -----------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
AmeriCold Logistics (60% interest) $ (5,811,920) $ (3,902,000) $ (7,733,120) $ (7,640,000)
Transportal Network .............. -- (1,697,155) -- (2,882,576)
------------ ------------ ------------ ------------
$ (5,811,920) $ (5,599,155) $ (7,733,120) $(10,522,576)
============ ============ ============ ============
The following condensed operating data represents 100% of AmeriCold
Logistics of which the Company's share is 60%:
For The Three Months Ended For The Six Months Ended
June 30, June 30,
-------------------------------------- --------------------------------------
2001 2000 2001 2000
------------- ------------- ------------- -------------
Revenues .................... $ 155,513,000 $ 163,115,000 $ 314,501,000 $ 333,206,000
============= ============= ============= =============
Costs other than depreciation
applicable to revenues ... $ 151,268,000 $ 158,341,000 $ 302,596,000 $ 323,949,000
============= ============= ============= =============
Net loss .................... $ (10,046,000) $ (6,503,000) $ (13,398,000) $ (12,733,000)
============= ============= ============= =============
AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing through sales of non-core assets and
capital infusion by new investors.
At June 30, 2001, AmeriCold Logistics exercised its right, pursuant to the
terms of its leases with the Landlord, to defer payment of $3,900,000 of rent,
of which the Company's share is $2,340,000. At June 30, 2001, the Company's
share of all of AmeriCold Logistics' deferred rent is $16,986,600.
Lease Restructuring
On February 22, 2001, AmeriCold Logistics' leases with the Vornado
REIT/Crescent REIT Partnership (the "Landlord") were restructured to, among
other things, (i) reduce 2001's contractual rent to $146,000,000 ($14,500,000
less than 2000's contractual rent), (ii) reduce 2002's contractual rent to
$150,000,000 (plus additional contingent rent in certain circumstances), (iii)
increase the Landlord's share of annual maintenance capital expenditures by
$4,500,000 to $9,500,000 effective January 1, 2000 and (iv) extend the deferred
rent period to December 31, 2003 from March 11, 2002. Total rent expense was
$72,420,000 for the six months ended June 30, 2001, $13,862,000 less than the
comparable period in 2000.
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VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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.
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 offices, 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 reimburses
Vornado for certain costs incurred and paid to third parties on behalf of the
Company. The Company incurred fees of approximately $107,000 and $83,000 for the
three months ended June 30, 2001 and June 30, 2000 and approximately $206,000
and $165,000 for the six months ended June 30, 2001 and June 30, 2000.
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:
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- -------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Numerator:
Net loss ...................................... $ (6,844,943) $ (5,288,474) $(10,649,342) $(10,816,102)
============ ============ ============ ============
Denominator:
Denominator for basic loss per share-weighted
average shares ............................. 4,068,924 4,068,706 4,068,924 4,068,549
Effect of dilutive securities:
Employee stock options ................... -- -- -- --
------------ ------------ ------------ ------------
Denominator for diluted loss per share-adjusted
weighted average shares .................... 4,068,924 4,068,706 4,068,924 4,068,549
============ ============ ============ ============
Net loss per share-basic and diluted ............... $ (1.68) $ (1.30) $ (2.62) $ (2.66)
============ ============ ============ ============
Page 8
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VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. COMPREHENSIVE LOSS
The following table sets forth the Company's comprehensive loss:
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------- -------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Net loss ............................................ $ (6,844,943) $ (5,288,474) $(10,649,342) $(10,816,102)
Recognition of unrealized loss from marketable
securities previously included in comprehensive
loss .......................................... -- -- 720,126 --
Proportionate share of other comprehensive loss of
partially-owned entity ......................... -- -- (498,000) --
------------ ------------ ------------ ------------
Comprehensive loss .................................. $ (6,844,943) $ (5,288,474) $(10,427,216) $(10,816,102)
============ ============ ============ ============
8. MINORITY INTEREST
During the year ended December 31, 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 present and
future losses will be recognized by the Company.
9. COMMITMENTS AND CONTINGENCIES
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.
10. RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 is effective immediately and SFAS 142 will be effective
January 2002. The new standards are not expected to have a significant impact on
our financial statements.
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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 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 REIT/Crescent REIT Partnership; (i) the Company's
limited financial resources; (j) dependence on key personnel; (k) potential
anti-takeover 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, 2000.
RESULTS OF OPERATIONS
The Company's operations and business are subject to a variety of risks.
In considering the Company's results of operations, please read "Risk Factors"
in the Company's Annual Report on Form 10-K for the year ended December 31,
2000.
The Company had a net loss of $6,845,000 for the three months ended June
30, 2001, compared to $5,288,000 for the three months ended June 30, 2000, an
increase of $1,557,000, and $10,649,000 for the six months ended June 30, 2001,
compared to $10,816,000 for the six months ended June 30, 2000, a decrease of
$167,000.
Interest income was $3,000 for the three months ended June 30, 2001,
compared to $37,000 for the three months ended June 30, 2000, a decrease of
$34,000, and $6,000 for the six months ended June 30, 2001, compared to $79,000
for the six months ended June 30, 2000, a decrease of $73,000. These decreases
resulted primarily from lower average invested balances.
General and administrative expenses were $414,000 for the three months
ended June 30, 2001, compared to a negative $140,000 for the three months ended
June 30, 2000, an increase of $554,000. This resulted primarily from a decrease
in prior year's quarter in compensation expense relating to outstanding stock
appreciation rights, partially offset by payroll costs relating to the Company's
Chief Operating Officer. General and administrative expenses were $922,000 for
the six months ended June 30, 2001, compared to $797,000 for the six months
ended June 30, 2000, an increase of $125,000. This increase resulted from higher
payroll costs relating to the Company's Chief Operating Officer, partially
offset by a decrease in compensation expense relating to outstanding stock
appreciation rights. Emmanuel R. Pearlman, the Company's former Chief Operating
Officer, resigned effective June 15, 2001, and will be a consultant to the
Company through the end of the year.
The Company's loss from AmeriCold Logistics was $5,812,000 for the three
months ended June 30, 2001, compared to $3,902,000 for the three months ended
June 30, 2000, an increase of $1,910,000, and $7,733,000 for the six months
ended June 30, 2001, compared to $7,640,000 for the six months ended June 30,
2000, an increase of $93,000. Included in the loss for the three and six months
ended June 30, 2001 is interest income of $216,000 and $306,000 earned on the
loans advanced to AmeriCold Logistics by the Company since the second quarter of
last year. Excluding interest income, the loss from AmeriCold Logistics was
$6,028,000 and $8,039,000 for the three and six months ended June 30, 2001.
These amounts are discussed below.
On February 22, 2001, AmeriCold Logistics' leases with the Vornado
REIT/Crescent REIT Partnership (the "Landlord") were restructured to, among
other things, (i) reduce 2001's contractual rent to $146,000,000 ($14,500,000
less than 2000's contractual rent), (ii) reduce 2002's contractual rent to
$150,000,000 (plus additional contingent rent in certain circumstances), (iii)
increase the Landlord's share of annual maintenance capital expenditures by
$4,500,000 to $9,500,000 effective January 1, 2000 and (iv) extend the deferred
rent period to December 31, 2003 from March 11, 2002.
Page 10
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At June 30, 2001, AmeriCold Logistics exercised its right, pursuant to
the terms of its leases with the Landlord, to defer payment of $3,900,000 of
rent, of which the Company's share is $2,340,000. At June 30, 2001, the
Company's share of all of AmeriCold Logistics' deferred rent is $16,986,600.
The AmeriCold Logistics' results are discussed below:
AMERICOLD LOGISTICS RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS
ENDED JUNE 30, 2001 AND 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 represents 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, which includes freight routing, dispatching, freight
rate negotiation, backhaul coordination, and distribution channel
assessments and (iii) Quarry Operations.
Revenues were $155,513,000 for the three months ended June
30, 2001, compared to $163,115,000 for the three months ended June
30, 2000, a decrease of $7,602,000, and $314,501,000 for the six
months ended June 30, 2001, compared to $333,206,000 for the six
months ended June 30, 2000, a decrease of $18,705,000. Revenues from
Leased Operations were $108,380,000 for the three months ended June
30, 2001, compared to $109,628,000 for the three months ended June
30, 2000, a decrease of $1,248,000, and $216,021,000 for the six
months ended June 30, 2001, compared to $223,464,000 for the six
months ended June 30, 2000, a decrease of $7,443,000. Revenues from
Other Operations were $47,133,000 for the three months ended June 30,
2001, compared to $53,487,000 for the three months ended June 30,
2000, a decrease of $6,354,000, and $98,480,000 for the six months
ended June 30, 2001, compared to $109,742,000 for the six months
ended June 30, 2000, a decrease of $11,262,000.
The revenue decrease in Leased Operations for the three and
six months ended June 30, 2001, resulted from lower warehouse
revenues as a result of a reduction in both total customer inventory
stored at the warehouses and customer inventory turns, due to their
reaction to a slowing U.S. economy. The decreases in revenues from
Other Operations is primarily a decline in Transportation Management
Services revenue due to the expiration of a contract with a customer.
The gross margin for Leased Operations was $39,176,000, or
36.1%, for the three months ended June 30, 2001, compared to
$45,147,000, or 41.1%, for the three months ended June 30, 2000, a
decrease of $5,971,000, and $79,024,000, or 36.6%, for the six months
ended June 30, 2001, compared to $89,207,000, or 39.9%, for the six
months ended June 30, 2000, a decrease of $10,183,000. The decreases
in both gross margin and gross margin percentage are attributable to
lower customer inventory levels and customer inventory turns.
Operating income from Other Operations was $2,009,000 for
the three months ended June 30, 2001, compared to $3,055,000 for the
three months ended June 30, 2000, a decrease of $1,046,000, and
$5,301,000 for the six months ended June 30, 2001, compared to
$6,332,000 for the six months ended June 30, 2000, a decrease of
$1,031,000. These decreases resulted primarily from (i) a decline in
Transportation Management Services operating income associated with
the expiration of a contract with a customer and a reduction in
services provided to customers in connection with their lower
inventory levels and inventory turns, and (ii) less production at the
Quarry Operations due to unfavorable local weather conditions that
inhibit construction activities which Quarry Operations supply.
Rent expense was $36,940,000 for the three months ended
June 30, 2001, compared to $43,428,000 for the three months ended
June 30, 2000, a decrease of $6,488,000. Rent expense was $72,420,000
for the six months ended June 30, 2001, compared to $86,282,000 for
the six months ended June 30, 2000, a decrease of $13,862,000. This
decrease is part of the approximate $14,500,000 rent reduction due to
the lease restructuring announced February 22, 2001.
General and administrative expenses were $11,463,000 for
the three months ended June 30, 2001, compared to $8,905,000 for the
three months ended June 30, 2000, an increase of $2,558,000, and
$19,789,000 for the six months ended June 30, 2001, compared to
$17,412,000 for the six months ended
Page 11
12
June 30, 2000, an increase of $2,377,000. These increases reflect
accrued severance costs associated with certain senior management
changes at AmeriCold Logistics.
Depreciation and amortization expense was $2,260,000 for the
three months ended June 30, 2001, compared to $1,870,000 for the
three months ended June 30, 2000, an increase of $390,000, and
$4,447,000 for the six months ended June 30, 2001, compared to
$3,851,000 for the six months ended June 30, 2000, an increase of
$596,000. These increases are the result of additional machinery and
equipment.
Interest expense was $802,000 for the three months ended
June 30, 2001, compared to $615,000 for the three months ended June
30, 2000, an increase of $187,000, and $1,491,000 for the six months
ended June 30, 2001, compared to $1,187,000 for the six months ended
June 30, 2000, an increase of $304,000. These increases resulted from
higher borrowings and deferred rent.
Other income was $234,000 for the three months ended June
30, 2001, compared to $113,000 for the three months ended June 30,
2000, an increase of $121,000, and $424,000 for the six months ended
June 30, 2001, compared to $460,000 for the six months ended June 30,
2000, a decrease of $36,000. The increase for the quarter is due to
higher interest income from larger average invested balances as
compared to prior year's quarter, which is the result of additional
borrowings during the second quarter of this year.
As a result of the aforementioned factors, AmeriCold
Logistics' net loss for the three months ended June 30, 2001
increased by $3,543,000 to $10,046,000, and for the six months ended
June 30, 2001, by $665,000 to $13,398,000, when compared to the prior
year's quarter and six months.
------------------
Transportal Network ceased operations in September 2000. Accordingly,
there was no loss for either the three or six months ended June 30, 2001.
The Company recognized an unrealized loss from marketable securities of
$778,000 in the first quarter of 2001, due to an `other than temporary decline'
in fair value of marketable securities available for sale.
Interest and debt expense to Vornado was $621,000 for the three months
ended June 30, 2001, compared to $447,000 for the three months ended June 30,
2000, an increase of $174,000, and $1,223,000 for the six months ended June 30,
2001, compared to $763,000 for the six months ended June 30, 2000, an increase
of $460,000. These increases resulted primarily from higher average outstanding
balances under the revolving credit facility with Vornado.
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% (6.84% at June 30, 2001). 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.
During the six months ended June 30, 2001, the Company increased its note
payable to Vornado by $11,100,000. At June 30, 2001, $44,118,000 remains
available under this facility.
AmeriCold Logistics is experiencing cash flow deficits which management of
AmeriCold Logistics is currently addressing through sales of non-core assets and
capital infusion by new investors.
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.
Page 12
13
Cash Flows For The Six Months Ended June 30, 2001
Cash flows used in operating activities of $2,521,000 were comprised of
(i) net loss of $10,649,000 and (ii) the net change in operating assets and
liabilities of $608,000, offset by (iii) adjustments for non-cash and
non-operating items of $8,736,000. The adjustments for non-cash and
non-operating items are comprised of (i) loss from AmeriCold Logistics of
$7,958,000 and (ii) unrealized loss from marketable securities of $778,000.
Net cash used in investing activities of $8,940,000 relate to the loans
advanced to AmeriCold Logistics during the second quarter of 2001.
Net cash provided by financing activities of $11,100,000 resulted from
borrowings under the Company's revolving credit facility with Vornado.
Cash Flows For The Six Months Ended June 30, 2000
Cash flows used in operating activities of $1,481,000 were comprised of
(i) net loss of $10,816,000, offset by (ii) the net change in operating assets
and liabilities of $469,000, and (iii) adjustments for non-cash and
non-operating items of $8,866,000. The adjustment for non-cash and non-operating
items are comprised of (i) loss from investment in AmeriCold Logistics of
$7,640,000 and (ii) loss from investment in Transportal Network of $2,882,000,
offset by (iii) stock appreciation rights compensation income of $468,000 and
(iv) minority interest of $1,188,000.
Net cash used in investing activities of $9,000,000 resulted from
additional investments in AmeriCold Logistics and Transportal Network.
Net cash provided by financing activities of $7,597,000 primarily resulted
from borrowings under the Company's revolving credit facility with Vornado.
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 is effective immediately and SFAS 142 will be effective
January 2002. The new standards are not expected to have a significant impact on
our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At June 30, 2001, the Company had $30,882,000 of variable rate debt
bearing interest at an interest rate of 6.84% (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 $309,000 increase in the Company's annual
net loss ($0.08 per basic and diluted share).
Page 13
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 30, 2001, the Company held its annual meeting of stockholders.
The stockholders voted, in person or by proxy, for 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. The two nominees were
approved. The results of the voting are shown below:
Votes Cast
Against or
Directors Votes Cast For Withheld
--------- -------------- --------
Steven Roth 3,081,921 399,680
Michael D. Fascitelli 3,081,921 399,680
Because of the nature of the matters voted upon, there were no
abstentions or broker non-votes.
ITEM 5. OTHER INFORMATION
On May 1, 2001, Alec C. Covington became the President and Chief
Executive Officer of AmeriCold Logistics. Mr. Covington succeeded Daniel F.
McNamara who continues as Vice Chairman. Mr. Covington, age 44, was formerly an
Executive Vice President of SUPERVALU Inc. (NYSE:SVU) and President and Chief
Operating Officer of the SUPERVALU food distribution companies division, which
is the nation's largest distributor to grocery retailers having $17 billion of
revenue and 34 distribution centers. Previously, Mr. Covington was the President
and Chief Operating Officer of the wholesale division of Richfood Holdings, Inc.
when it was acquired by SUPERVALU in the fall of 1999. He has more than 25 years
of wholesale, retail and supply-chain management experience in the food
industry.
Effective June 15, 2001, Emanuel R. Pearlman resigned from his
position as Chief Operating Officer of the Company to pursue other interests.
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.
During the quarter ended June 30, 2001, the Company did not file any
reports on Form 8-K.
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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 2, 2001 By: /s/ Patrick T. Hogan
----------------------------------------
PATRICK T. HOGAN
Vice President, Chief Financial Officer
Page 15
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EXHIBIT INDEX
EXHIBIT NO. PAGE
----------- ----
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)
------------------------------
* Incorporated by reference.
Page 16
17
EXHIBIT NO. PAGE
----------- ----
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)
10.7(A) Second Amendment to Master Lease Agreement, effective as of February 22, 2001, *
between URS Real Estate, L.P. and AmeriCold Logistics, LLC. (incorporated by
reference to Exhibit 10.7(A) of the Company's quarterly Report on Form 10-Q for
the quarter ended March 31, 2001 (File No. 001-14525) as filed with the Commission
on May 11, 2001)
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)
------------------------------
* Incorporated by reference.
Page 17
18
EXHIBIT NO. PAGE
----------- ----
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)
10.10(A) Second Amendment to Master Lease Agreement, effective as of February 22, 2001, *
between AmeriCold Real Estate, L.P. and AmeriCold Logistics, LLC. (incorporated
by reference to Exhibit 10.10(A) of the Company's quarterly Report on Form 10-Q
for the quarter ended March 31, 2001 (File No. 001-14525) as filed with the
Commission on May 11, 2001)
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)
10.12(A) Amendment to Master Lease Agreement, effective as of February 22, 2001, between *
AmeriCold Corporation, as successor to URS Logistics, Inc., and AmeriCold
Logistics LLC. (incorporated by reference to Exhibit 10.12(A) of the Company's
quarterly Report on Form 10-Q for the quarter ended March 31, 2001 (File No.
001-14525) as filed with the Commission on May 11, 2001)
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)
10.13(A) Amendment to Master Lease Agreement, effective February 22, 2001, between *
AmeriCold Corporation and AmeriCold Logistics, LLC. (incorporated by reference to
Exhibit 10.13(A) of the Company's quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 (File No. 001-14525) as filed with the Commission on May 11,
2001)
------------------------------
* Incorporated by reference.
Page 18
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EXHIBIT NO. PAGE
----------- ----
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)
10.14(B) Amendment to Master Lease Agreement, effective as of February 22, 2001, by and *
among each of the entities listed on Exhibit A to the lease, or their successors
thereto, and AmeriCold Logistics, LLC. (incorporated by reference to Exhibit
10.14(B) of the Company's quarterly Report on Form 10-Q for the quarter ended
March 31, 2001 (File No. 001-14525) as filed with the Commission on May 11, 2001)
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)
10.15(A) Amendment to Master Lease Agreement, effective as of February 22, 2001, between *
VC Omaha Holdings, L.L.C., and Carmar Freezers Thomasville L.L.C., together as
Landlord, and AmeriCold Logistics, LLC. (incorporated by reference to Exhibit
10.15(A) of the Company's quarterly Report on Form 10-Q for the quarter ended
March 31, 2001 (File No. 001-14525) as filed with the Commission on May 11, 2001)
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)
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)
------------------------------
* Incorporated by reference.
Page 19