EXHIBIT INDEX ON PAGE 21
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: SEPTEMBER 30, 2002
------------------------------------------------
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 November 1, 2002, there were 4,068,924 shares of the registrant's common
stock, par value $.01 per share, outstanding.
Page 1
INDEX
Page Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets as of
September 30, 2002 and December 31, 2001................................. 3
Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2002 and September 30, 2001.... 4
Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2002 and September 30, 2001.............. 5
Notes to Consolidated Financial Statements............................... 6
Independent Accountants' Report ......................................... 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................ 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk............... 16
Item 4. Controls and Procedures.................................................. 16
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings........................................................ 17
Item 5. Other Information........................................................ 17
Item 6. Exhibits and Reports on Form 8-K......................................... 17
Signatures....................................................................................... 18
Certifications................................................................................... 19
Exhibit Index.................................................................................... 21
Page 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VORNADO OPERATING COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------ ------------
ASSETS
Cash and cash equivalents ........................................................ $ 560,697 $ 14,653
Investment in and advances to AmeriCold Logistics ................................ 5,408,066 18,943,309
Prepaid expenses and other assets ................................................ -- 152,961
------------ ------------
$ 5,968,763 $ 19,110,923
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Note, interest, and commitment fees payable to Vornado Realty Trust .............. $ 32,836,066 $ 31,434,682
Due to Vornado Realty Trust ...................................................... 76,773 87,528
Accounts payable and accrued expenses ............................................ 481,207 487,737
------------ ------------
Total liabilities ........................................................... 33,394,046 32,009,947
------------ ------------
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
Accumulated deficit .............................................................. (47,775,127) (33,248,868)
------------ ------------
(25,271,883) (10,745,624)
Accumulated other comprehensive loss ............................................. (2,153,400) (2,153,400)
------------ ------------
Total stockholders' deficit ................................................. (27,425,283) (12,899,024)
------------ ------------
$ 5,968,763 $ 19,110,923
============ ============
See notes to consolidated financial statements.
Page 3
VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
REVENUES:
Interest income .................................. $ 524 $ 2,166 $ 1,034 $ 8,146
EXPENSES:
General and administrative ....................... 434,349 426,945 1,006,905 1,348,530
------------ ------------ ------------ ------------
(433,825) (424,779) (1,005,871) (1,340,384)
Interest and debt expense to Vornado Realty Trust ..... (513,809) (644,516) (1,500,261) (1,867,503)
Loss from AmeriCold Logistics ......................... (4,782,126) (5,809,022) (12,020,127) (13,542,142)
Loss from marketable securities ....................... -- -- -- (777,630)
------------ ------------ ------------ ------------
Loss before income tax benefit ........................ (5,729,760) (6,878,317) (14,526,259) (17,527,659)
Income tax benefit -- -- -- --
------------ ------------ ------------ ------------
NET LOSS .............................................. $ (5,729,760) $ (6,878,317) $(14,526,259) $(17,527,659)
============ ============ ============ ============
Net loss per share -- basic and diluted ............... $ (1.41) $ (1.69) $ (3.57) $ (4.31)
============ ============ ============ ============
See notes to consolidated financial statements.
Page 4
VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .................................................................... $(14,526,259) $(17,527,659)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Equity in loss from AmeriCold Logistics ................................. 13,539,000 14,262,600
Loss from marketable securities ......................................... -- 777,630
Changes in operating assets and liabilities:
Prepaid expenses and other assets ....................................... 152,961 76,062
Interest and commitment fees payable on note to Vornado Realty Trust .... 1,336,384 211,564
Interest receivable on loans to AmeriCold Logistics ..................... (394,295) (70,172)
Accounts payable and accrued expenses ................................... (6,530) (72,129)
Due to Transportal Network .............................................. -- (582,194)
Due to Vornado Realty Trust ............................................. (10,755) 15,500
------------ ------------
Net cash provided by (used in) operating activities .............................. 90,506 (2,908,798)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in and advances to AmeriCold Logistics .......................... -- (8,940,000)
Repayments of loans to AmeriCold Logistics .................................. 390,538 123,513
------------ ------------
Net cash provided by (used in) investing activities .............................. 390,538 (8,816,487)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings .................................................... 65,000 11,140,000
------------ ------------
Net increase (decrease) in cash and cash equivalents ............................. 546,044 (585,285)
Cash and cash equivalents at beginning of period ................................. 14,653 589,564
------------ ------------
Cash and cash equivalents at end of period ....................................... $ 560,697 $ 4,279
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest and commitment fees .............................. $ 163,877 $ 1,655,939
============ ============
See notes to consolidated financial statements.
Page 5
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
Vornado Operating Company (the "Company") holds its assets and conducts
its business through Vornado Operating L.P., a Delaware limited partnership
("Company L.P."). The Company is the sole general partner of, and as of
September 30, 2002, owned a 90.1% partnership interest in, Company L.P. All
references to the "Company" refer to Vornado Operating Company and its
subsidiaries, including Company L.P.
2. BASIS OF PRESENTATION
The consolidated balance sheet as of September 30, 2002, the consolidated
statements of operations for the three and nine months ended September 30, 2002
and 2001, and the consolidated statements of cash flows for the nine months
ended September 30, 2002 and 2001 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 United States of America have been
condensed or omitted in accordance with Article 10 of Regulation S-X and the
instructions to Form 10-Q. These 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, 2001 as filed with the Securities and Exchange Commission. The results of
operations for the nine months ended September 30, 2002 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 Company's 60% interest in AmeriCold Logistics is accounted for
under the equity method of accounting, as the Company does not exercise
unilateral control. The investments in and advances to AmeriCold Logistics are
recorded initially at cost and subsequently adjusted for the Company's share of
the comprehensive income or loss and cash distributions from AmeriCold
Logistics.
Management has made estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated 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 consolidated financial statements have
been reclassified to conform to the current year presentation.
3. INVESTMENT IN AMERICOLD LOGISTICS AND LOAN FROM VORNADO REALTY TRUST
On November 5, 2002, the Company's $6,000,000 special equity contribution
to AmeriCold Logistics was converted into a loan collateralized by certain
trade receivables of AmeriCold Logistics. The conversion was effective March 11,
2002. The loan bears interest of 12% and requires monthly interest payments
until maturity on December 31, 2004. In the three months ended September 30,
2002, the Company recorded interest income of $400,438 as a component of the
loss from AmeriCold Logistics representing interest on the loan from March 11,
2002 to September 30, 2002.
At September 30, 2002, $17,762,375 was outstanding, including interest
receivable, under the Company's previously existing secured loans to AmeriCold
Logistics and the loan discussed in the paragraph above. The Company's
investment in and advances to AmeriCold Logistics at September 30, 2002 reflect
the amounts outstanding under the loans and capitalized acquisition costs of
$125,270 reduced by $12,479,579, representing the Company's share of AmeriCold
Logistics' accumulated comprehensive losses in excess of the Company's capital
contributions.
Page 6
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
Loss from AmeriCold Logistics
---------------------------------------------------------------
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Equity in loss from AmeriCold Logistics .............. $ (5,554,800) $ (6,223,800) $(13,539,000) $(14,262,600)
Interest on loans to AmeriCold Logistics ............. 772,674 414,778 1,518,873 720,458
------------ ------------ ------------ ------------
Loss from AmeriCold Logistics ........................ $ (4,782,126) $ (5,809,022) $(12,020,127) $(13,542,142)
============ ============ ============ ============
The following condensed operating data represents 100% of AmeriCold
Logistics' results of operations of which the Company's share is 60%:
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
-------------------------------- --------------------------------
2002 2001 2002 2001
-------------- -------------- -------------- --------------
Revenues .......................... $ 161,669,000 $ 159,905,000 $ 471,159,000 $ 478,771,000
============== ============== ============== ==============
Costs other than depreciation
applicable to revenues ........ $ (157,634,000) $ (157,182,000) $ (455,943,000) $ (464,132,000)
============== ============== ============== ==============
Net loss .......................... $ (9,258,000) $ (10,373,000) $ (22,565,000) $ (23,771,000)
============== ============== ============== ==============
During each quarter of 2002, AmeriCold Logistics exercised its right,
pursuant to the terms of its leases with the Vornado REIT/Crescent REIT
Partnership (the "Landlord"), to defer payment of rent. AmeriCold Logistics'
current balance of deferred rent is as follows:
The Company's
Total Share
------------- -------------
Deferred during the quarter ended September 30, 2002 .......... $ 11,347,000 $ 6,808,200
Deferred during the quarter ended June 30, 2002 ............... 6,240,000 3,744,000
Deferred during the quarter ended March 31, 2002 .............. 3,014,000 1,808,400
Aggregate deferral at December 31, 2001 ....................... 8,335,000 5,001,000
------------- -------------
Total deferred rent at September 30, 2002 ..................... $ 28,936,000 $ 17,361,600
============= =============
On January 23, 2002, four of the leases with the Landlord were combined
into one lease. This did not affect total contractual rent due under the
combined leases.
AmeriCold Logistics anticipates that the Landlord may further restructure
the leases to provide additional cash flow. In the absence of such a
restructuring, AmeriCold Logistics will not have the ability to distribute funds
to the Company and in turn, the Company will not have resources sufficient to
repay its $32,836,066 loan from Vornado Realty Trust ("Vornado") due December
31, 2004.
4. VORNADO AGREEMENT
The Company and Vornado have entered into an agreement (the "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
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
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. For such services, the Company incurred $82,500 for each of the three
months ended September 30, 2002 and 2001 and $247,500 and $288,679 for the nine
months ended September 30, 2002 and 2001, respectively.
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.
5. LOSS PER SHARE
The following table sets forth the computation of basic and diluted loss
per share:
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Numerator:
Net loss ................................. $ (5,729,760) $ (6,878,317) $(14,526,259) $(17,527,659)
============ ============ ============ ============
Denominator:
Denominator for basic and
diluted loss per share - weighted
average shares ........................... 4,068,924 4,068,924 4,068,924 4,068,924
------------ ------------ ------------ ------------
Net loss per share - basic and diluted ........ $ (1.41) $ (1.69) $ (3.57) $ (4.31)
============ ============ ============ ============
The Company's employee stock options were anti-dilutive in the reporting periods
as the Company reported net losses.
6. COMPREHENSIVE LOSS
The following table sets forth the Company's comprehensive loss:
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Net loss ........................................................ $ (5,729,760) $ (6,878,317) $(14,526,259) $(17,527,659)
Recognition of loss from marketable securities previously
included in comprehensive loss ............................... -- -- -- 720,126
Share of other comprehensive loss of AmeriCold Logistics ........ -- -- -- (498,000)
------------ ------------ ------------ ------------
Comprehensive loss .............................................. $ (5,729,760) $ (6,878,317) $(14,526,259) $(17,305,533)
============ ============ ============ ============
7. STOCKHOLDER PROTECTION RIGHTS PLAN
On May 29, 2002, the Company adopted a Stockholder Protection Rights Plan
(the "Plan") and declared a dividend of one right for each outstanding share of
the Company's common stock. The dividend was paid on June 7, 2002 to
stockholders of record on June 7, 2002. In addition, the Company issued one
right in respect of each outstanding limited partnership unit of Company L.P.
not owned by the Company. The initial issuance of the rights had no accounting
or tax consequences and did not change the way in which the common stock is
traded.
Page 8
VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
The rights become exercisable after the earlier of (a) ten business days
after any person commences a tender offer that would result in such person
becoming the beneficial owner of 10% or more of the common stock (an "Acquiring
Person") or (b) on the first day on which any person becomes an Acquiring
Person, subject to certain exceptions. Pursuant to the terms of the Plan, rights
owned by an Acquiring Person will automatically become void and each other right
will entitle the holder to receive, for $13.50, as adjusted under the terms of
the Plan (the "Exercise Price"), cash in an amount, or debt or other securities
with value, equal to (i) the closing market price of a share of common stock on
the date of exercise times (ii) the number of shares of common stock having an
aggregate market value, as defined by the Plan, equal to twice the Exercise
Price, or, at the Company's discretion, the number of shares of common stock
described in (ii) above.
The rights will expire on June 7, 2012 unless they expire earlier as
provided in the Plan. The Company may redeem the rights subject to certain
conditions.
8. COMMITMENTS AND CONTINGENCIES
The Company is from time to time involved in legal actions arising in the
ordinary course of business. In the opinion of management, after consultation
with legal counsel, the outcome of such matters will not have a material effect
on the Company's financial condition, results of operations or cash flows.
9. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other
Intangible Assets (effective January 1, 2002). SFAS No. 142 specifies that
goodwill and some intangible assets will no longer be amortized but instead be
subject to periodic impairment testing. The implementation of this standard did
not have an impact on the Company's consolidated financial statements.
In June 2001, FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations (effective January 1, 2003). SFAS No. 143 requires the recording of
the fair value of a liability for an asset retirement obligation in the period
in which it is incurred. The Company does not believe that the adoption of this
standard will affect the Company's consolidated financial statements.
In August 2001, FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (effective January 1, 2002). SFAS No. 144 provides
for a single accounting model for long lived-assets to be disposed of by sale
and requires discontinued operations presentation for disposals of a "component"
of an entity. The implementation of this standard did not have an impact on the
Company's consolidated financial statements.
In April 2002, FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment
of Debt, SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, and
SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.
SFAS No. 145 requires, among other things, (i) that the modification of a lease
that results in a change of the classification of the lease from capital to
operating under the provisions of SFAS No. 13, Accounting for Leases, be
accounted for as a sale-leaseback transaction and (ii) the reporting of gains or
losses from the early extinguishment of debt as extraordinary items only if they
meet the criteria of Accounting Principles Board Opinion No. 30, Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. The rescission of SFAS No. 4 is effective January 1, 2003. The
amendment of SFAS No. 13 is effective for transactions occurring on or after May
15, 2002. The amendment of SFAS No. 13 did not have an impact on the Company's
consolidated financial statements. The Company does not believe that the
rescission of SFAS No. 4 will affect the Company's consolidated financial
statements.
In July 2002, FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities (effective January 1, 2003). SFAS No. 146
replaces current accounting literature and requires the recognition of costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. The Company does not
believe that the adoption of this standard will affect the Company's
consolidated financial statements.
Page 9
INDEPENDENT ACCOUNTANTS' REPORT
Stockholders and Board of Directors
Vornado Operating Company
New York, New York
We have reviewed the accompanying condensed consolidated balance sheet of
Vornado Operating Company as of September 30, 2002, and the related condensed
consolidated statements of operations for the three-month and nine-month periods
ended September 30, 2002 and 2001 and the condensed consolidated statements of
cash flows for the nine-month periods ended September 30, 2002 and 2001. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Vornado Operating Company as of December 31, 2001, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for the year
then ended (not presented herein); and in our report dated March 11, 2002, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 2001 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
November 14, 2002
Page 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements contained herein constitute forward-looking statements
as such term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results, financial condition
and business may differ materially from those expressed in these forward-looking
statements. You can find many of these statements by looking for words such as
"believes," "expects," "anticipates," "intends," "plans" or similar expressions
in this Quarterly Report on Form 10-Q. These forward-looking statements are
subject to numerous assumptions, risks and uncertainties. Many of the factors
that will determine these items are beyond our ability to control or predict.
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 ("Vornado"); (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 Agreement with Vornado; (h)
AmeriCold Logistics' obligations under the lease agreements with the Vornado
REIT/Crescent REIT Partnership (the "Landlord"); (i) the Company's limited
financial resources; (j) dependence on key personnel; (k) potential
anti-takeover effects of the Company's charter documents, the Company's
Stockholder Protection Rights Plan and applicable law; (l) dependence on
dividends and distributions from subsidiaries; (m) potential costs of compliance
with environmental laws; (n) changes in the general economic climate; and (o)
government regulations. For these statements, we claim protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. See "Risk Factors" in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.
CRITICAL ACCOUNTING POLICIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements for the
three and nine months ended September 30, 2002 and 2001. The preparation of
financial statements in conformity with accounting principles generally 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 consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates. Set
forth below is a summary of the accounting policies that management believes are
critical to the preparation of the consolidated financial statements. The
summary should be read in conjunction with the more complete discussion of the
Company's significant accounting policies included in Note 2 - Summary of
Significant Accounting Policies to the consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001.
Investments in and Advances to AmeriCold Logistics
The Company's 60% interest in AmeriCold Logistics is accounted for
under the equity method of accounting, as the Company does not exercise
unilateral control. The investments in and advances to AmeriCold Logistics are
recorded initially at cost and subsequently adjusted for the Company's share of
the comprehensive income or loss and cash distributions from AmeriCold
Logistics.
The ultimate realization of the investment in and advances to
AmeriCold Logistics is dependent on a number of factors including the
performance of AmeriCold Logistics and further restructurings of AmeriCold
Logistics' leases with the Landlord. If the Company determines that a decline in
the value of AmeriCold Logistics is other than temporary, an impairment charge
would be recorded.
RESULTS OF OPERATIONS
General and administrative expenses were $434,000 for the three months
ended September 30, 2002, compared to $427,000 for the three months ended
September 30, 2001, an increase of $7,000. General and administrative expenses
were $1,007,000 for the nine months ended September 30, 2002, compared to
$1,349,000 for the nine months ended September 30, 2001, a decrease of $342,000.
The increase for the three month period resulted from higher professional fees
relating to the adoption of the Stockholder Protection Rights Plan, offset by
lower payroll costs relating to the resignation of the Company's former Chief
Operating Officer, Emanuel Pearlman, effective June 15, 2001. The decrease for
the nine-month period resulted primarily from Mr. Pearlman's resignation.
Interest and debt expense to Vornado was $514,000 for the three months
ended September 30, 2002, compared to $645,000 for the three months ended
September 30, 2001, a decrease of $131,000, and $1,500,000 for the nine
Page 11
months ended September 30, 2002, compared to $1,868,000 for the nine months
ended September 30, 2001, a decrease of $368,000. These decreases resulted
primarily from interest calculated at lower LIBOR rates under the Revolving
Credit Agreement with Vornado.
The Company's loss from AmeriCold Logistics was $4,782,000 for the three
months ended September 30, 2002, compared to $5,809,000 for the three months
ended September 30, 2001, a decrease of $1,027,000, and $12,020,000 for the nine
months ended September 30, 2002, compared to $13,542,000 for the nine months
ended September 30, 2001, a decrease of $1,522,000. These losses have been
reduced by interest income earned on loans advanced to AmeriCold Logistics by
the Company. Interest income was $773,000 for the three months ended September
30, 2002, compared to $415,000 for the three months ended September 30, 2001, an
increase of $358,000, and $1,519,000 for the nine months ended September 30,
2002, compared to $721,000 for the nine months ended September 30, 2001, an
increase of $798,000. These increases resulted primarily from higher average
loans outstanding. Excluding interest income, the loss from AmeriCold Logistics
was $5,555,000 and $6,224,000 for the three months ended September 30, 2002 and
2001, respectively, and $13,539,000 and $14,263,000 for the nine months ended
September 30, 2002 and 2001, respectively. These amounts are discussed below.
In the three months ended December 31, 2001, the Landlord waived its
rights to collect $39,812,000 of rent (of which the Company's share was
$23,887,000) and AmeriCold Logistics recorded this forgiveness in that quarter.
$25,469,000 related to 2001 and, giving effect to this item on a pro forma
basis, had the forgiveness been reflected in the quarters in which the rents
were originally deferred, AmeriCold Logistics' net loss for the three and nine
months ended September 30, 2001 would have been $8,852,000 and $12,752,000
lower, respectively (of which the Company's share would have been $5,311,000 and
$7,651,000, respectively).
AMERICOLD LOGISTICS' RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2002 AND 2001
The following is a discussion 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 the year ended
December 31, 2001 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 ("Managed Warehouses"), (ii) Transportation Management Services,
which includes freight routing, dispatching, freight rate negotiation,
backhaul coordination, and distribution channel assessments, and (iii)
Quarry Operations.
Certain amounts in the prior year's discussion of AmeriCold
Logistics' results of operations have been reclassified to conform to the
current year presentation.
Revenues were $161,669,000 for the three months ended
September 30, 2002, compared to $159,905,000 for the three months
ended September 30, 2001, an increase of $1,764,000, and
$471,159,000 for the nine months ended September 30, 2002, compared
to $478,771,000 for the nine months ended September 30, 2001, a
decrease of $7,612,000. Revenues from Leased Operations were
$110,342,000 for the three months ended September 30, 2002, compared
to $110,002,000 for the three months ended September 30, 2001, an
increase of $340,000, and $322,544,000 for the nine months ended
September 30, 2002, compared to $324,144,000 for the nine months
ended September 30, 2001, a decrease of $1,600,000. Revenues from
Other Operations were $51,327,000 for the three months ended
September 30, 2002, compared to $49,903,000 for the three months
ended September 30, 2001, an increase of $1,424,000, and
$148,615,000 for the nine months ended September 30, 2002, compared
to $154,627,000 for the nine months ended September 30, 2001, a
decrease of $6,012,000.
The revenue decrease in Leased Operations for the nine months
ended September 30, 2002 was primarily the result of a reduction in
customer inventory turns, a rate restructuring with a significant
customer, and temporary plant shut-downs. Higher occupancy rates
offset these factors in the three months ended September 30, 2002.
Page 12
The revenue decrease in Other Operations for the nine months
ended September 30, 2002 was largely attributable to the
discontinuation of Transportation Management Services business with
lower margin customers and a reduction in volume. New warehouse
management contracts offset the effect of the discontinuation of the
above mentioned services in the three months ended September 30,
2002.
The gross margin for Leased Operations was $35,951,000, or
32.6%, for the three months ended September 30, 2002, compared to
$38,246,000, or 34.8%, for the three months ended September 30,
2001, a decrease of $2,295,000, and $113,740,000, or 35.3%, for the
nine months ended September 30, 2002, compared to $116,151,000 or
35.8%, for the nine months ended September 30, 2001, a decrease of
$2,411,000. These declines in gross margin were primarily the result
of increased insurance, workers' compensation and labor costs.
Operating income from Other Operations was $4,021,000 for the
three months ended September 30, 2002, compared to $3,973,000 for
the three months ended September 30, 2001, an increase of $48,000,
and $11,302,000 for the nine months ended September 30, 2002,
compared to $10,393,000 for the nine months ended September 30,
2001, an increase of $909,000. These increases were largely
attributable to improved margins on Transportation Management
Services and a decrease in payroll resulting from the consolidation
of the Transportation Management Services business, formerly located
in Portland, Oregon, into AmeriCold Logistics' Atlanta headquarters.
Rent expense was $35,936,000 for the three months ended
September 30, 2002, compared to $39,485,000 for the three months
ended September 30, 2001, a decrease of $3,549,000, and $109,824,000
for the nine months ended September 30, 2002, compared to
$111,905,000 for the nine months ended September 30, 2001, a
decrease of $2,081,000. These decreases resulted from the contingent
rent under certain leases, which varies based on revenue in the
applicable periods. AmeriCold Logistics currently anticipates that
the $4,000,000 increase in contractual rent expense from
$146,000,000 to $150,000,000 for 2002 under its leases with the
Landlord will not be payable as a result of the percentage rent
clauses in such leases.
In the three months ended December 31, 2001, the Landlord
waived its rights to collect $39,812,000 of rent and AmeriCold
Logistics recorded this forgiveness in that quarter. $25,469,000
related to 2001 and, giving effect to this item on a pro forma
basis, had the forgiveness been reflected in the quarters in which
the rents were originally deferred, net loss for the three and nine
months ended September 30, 2001 would have been $8,852,000 and
$12,752,000 lower, respectively.
General and administrative expenses were $9,272,000 for the
three months ended September 30, 2002, compared to $9,743,000 for
the three months ended September 30, 2001, a decrease of $471,000,
and $26,619,000 for the nine months ended September 30, 2002,
compared to $29,532,000 for the nine months ended September 30,
2001, a decrease of $2,913,000. These decreases were primarily the
result of severance costs recorded in the second and third quarters
of 2001.
Depreciation and amortization expense was $2,606,000 for the
three months ended September 30, 2002, compared to $2,332,000 for
the three months ended September 30, 2001, an increase of $274,000,
and $7,874,000 for the nine months ended September 30, 2002,
compared to $6,779,000 for the nine months ended September 30, 2001,
an increase of $1,095,000. These increases were primarily due to an
adjustment in the first quarter of the current year of the useful
lives of certain assets and additional equipment purchases.
Interest expense was $1,521,000 for the three months ended
September 30, 2002, compared to $1,393,000 for the three months
ended September 30, 2001, an increase of $128,000, and $3,639,000
for the nine months ended September 30, 2002, compared to $2,884,000
for the nine months ended September 30, 2001, an increase of
$755,000. These increases were primarily the result of higher
average borrowings outstanding in the current year.
Page 13
Other income was $105,000 for the three months ended September
30, 2002, compared to $361,000 for the three months ended September
30, 2001, a decrease of $256,000, and $349,000 for the nine months
ended September 30, 2002, compared to $785,000 for the nine months
ended September 30, 2001, a decrease of $436,000. These decreases
resulted primarily from lower interest earned on outstanding cash
balances in the current year.
As a result of the aforementioned factors, net loss for the
three months ended September 30, 2002 decreased by $1,115,000 to
$9,258,000 when compared to the prior year's quarter. The Company's
share of this net loss is $5,555,000. Net loss for the nine months
ended September 30, 2002 decreased by $1,206,000 to $22,565,000 when
compared to the prior year's nine months. The Company's share of
this net loss is $13,539,000.
----------
The Company recognized a loss from marketable securities of $778,000 in
the nine months ended September 30, 2001, due to an "other than temporary
decline" in the fair value of marketable securities classified as available for
sale.
As a result of the aforementioned factors, the Company had a net loss of
$5,730,000 for the three months ended September 30, 2002, compared to $6,878,000
for the three months ended September 30, 2001, a decrease of $1,148,000, and
$14,526,000 for the nine months ended September 30, 2002, compared to
$17,528,000 for the nine months ended September 30, 2001, a decrease of
$3,002,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $75,000,000 unsecured Revolving Credit Agreement with
Vornado which expires on December 31, 2004. Borrowings under this facility bear
interest at LIBOR plus 3% (4.81% at September 30, 2002). The Company pays
Vornado a commitment fee equal to 1% per annum on the average daily unused
portion of the facility pursuant thereto. Amounts may be borrowed under the
Revolving Credit Agreement, repaid and reborrowed from time to time on a
revolving basis (so long as the principal amount outstanding at any time does
not exceed $75,000,000). 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 currently has no external sources of financing
except this facility (see paragraph below on lease restructuring for the source
of repayment of the debt under this facility). At September 30, 2002, $1,348,000
of interest and commitment fees were unpaid, which reduces the availability
under the Revolving Credit Agreement to $42,164,000.
On November 5, 2002, the Company's $6,000,000 special equity contribution
to AmeriCold Logistics was converted into a loan collateralized by certain
trade receivables of AmeriCold Logistics. The conversion was effective March 11,
2002. The loan bears interest of 12% and requires monthly interest payments
until maturity on December 31, 2004. In the three months ended September 30,
2002, the Company recorded interest income of $400,000 as a component of the
loss from AmeriCold Logistics representing interest on the loan from March 11,
2002 to September 30, 2002.
At September 30, 2002, $17,762,000 was outstanding, including interest
receivable, under the Company's previously existing secured loans to AmeriCold
Logistics and the loan discussed in the paragraph above. The Company's
investment in and advances to AmeriCold Logistics at September 30, 2002 reflect
the amounts outstanding under the loans and capitalized acquisition costs of
$125,000 reduced by $12,479,000, representing the Company's share of AmeriCold
Logistics' accumulated comprehensive losses in excess of the Company's capital
contributions.
Page 14
During each quarter of 2002, AmeriCold Logistics exercised its right,
pursuant to the terms of its leases with the Landlord, to defer payment of rent.
AmeriCold Logistics' current balance of deferred rent is as follows:
The Company's
Total Share
------------- -------------
Deferred during the quarter ended September 30, 2002......... $ 11,347,000 $ 6,808,200
Deferred during the quarter ended June 30, 2002.............. 6,240,000 3,744,000
Deferred during the quarter ended March 31, 2002............. 3,014,000 1,808,400
Aggregate deferral at December 31, 2001...................... 8,335,000 5,001,000
------------- -------------
Total deferred rent at September 30, 2002.................... $ 28,936,000 $ 17,361,600
============= =============
On January 23, 2002, four of the leases with the Landlord were combined
into one lease. This did not affect total contractual rent due under the
combined leases.
Lease Restructuring
AmeriCold Logistics anticipates that the Landlord may further restructure
the leases to provide additional cash flow. In the absence of such a
restructuring, AmeriCold Logistics will not have the ability to distribute funds
to the Company and in turn, the Company will not have resources sufficient to
repay its $32,836,000 loan from Vornado due December 31, 2004.
On April 30, 2002, the American Stock Exchange ("AMEX") notified the
Company that it had fallen below the AMEX's continued listing standards because
it had losses from continuing operations and/or net losses in two of its three
most recent fiscal years and it had not maintained at least $2,000,000 in
stockholders' equity. The April 30, 2002 letter offered the Company an
opportunity to submit a plan that would ultimately bring the Company into
compliance with the AMEX's continued listing standards. On June 6, 2002, the
Company submitted a plan to the AMEX which includes the anticipated
restructuring of AmeriCold Logistics' leases with the Landlord to provide
additional cash flow; the sale of non-core assets by AmeriCold Logistics; and
operating improvements. After reviewing the Company's plan, the AMEX notified
the Company by letter dated July 8, 2002 that it accepted the Company's plan of
compliance and granted the Company an extension of time to regain compliance
with the continued listing standards. The Company is subject to periodic reviews
by the AMEX's staff during the extension period. Failure to make progress
consistent with the plan or to regain compliance with the continued listing
standards could result in the Company being delisted from the AMEX. There can be
no assurance that the Company will be able to achieve its plan.
In the aggregate, the Company's investments do not and, for the
foreseeable future, are not expected to, generate sufficient cash flow to pay
all of its debts and expenses. The Company estimates that it has adequate
borrowing capacity under the Company's Revolving Credit Agreement with Vornado
to meet its cash requirements, but in the absence of the lease restructuring
discussed above, the Company will not have a source to repay the debt under this
facility.
Cash Flows for the Nine Months Ended September 30, 2002
Net cash provided by operating activities of $91,000 was comprised of (i)
a net loss of $14,526,000 offset by (ii) a non-cash loss from AmeriCold
Logistics of $13,539,000 and (iii) the net change in operating assets and
liabilities of $1,078,000.
Net cash provided by investing activities of $391,000 resulted from
repayments of loans to AmeriCold Logistics.
Net cash provided by financing activities of $65,000 resulted from
borrowings under the Company's Revolving Credit Agreement with Vornado.
Page 15
Cash Flows for the Nine Months Ended September 30, 2001
Net cash used in operating activities of $2,909,000 was comprised of (i) a
net loss of $17,528,000 and (ii) the net change in operating assets and
liabilities of $421,000, offset by (iii) adjustments for non-cash and
non-operating items of $15,040,000. The adjustments for non-cash and
non-operating items are comprised of (i) equity in the loss from AmeriCold
Logistics of $14,262,000 and (ii) a loss from marketable securities of $778,000.
Net cash used in investing activities of $8,816,000 resulted from
$8,940,000 of loans advanced to AmeriCold Logistics during the second quarter of
2001 offset by $124,000 of repayments of those loans.
Net cash provided by financing activities of $11,140,000 resulted from
borrowings under the Company's Revolving Credit Agreement with Vornado.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At September 30, 2002, the Company had $32,836,000 of variable rate debt
outstanding bearing interest at LIBOR plus 3% (4.81% at September 30, 2002). 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 $328,000 increase in the
Company's annual net loss ($.08 per basic and diluted share). The interest rates
of AmeriCold Logistics' debt outstanding at September 30, 2002 are fixed.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this Quarterly Report on
Form 10-Q, an evaluation was carried out under the supervision and with the
participation of Vornado Operating Company's management, including our Chief
Executive Officer and our Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rule 13a-14(c) under the Securities Exchange Act of 1934). Based upon that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the design and operation of these disclosure controls and
procedures were effective. No significant changes were made in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
Page 16
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 business. In the opinion of management, after consultation
with legal counsel, the outcome of such matters will not have a material effect
on the Company's financial condition, results of operations or cash flows.
ITEM 5. OTHER INFORMATION
Effective June 6, 2002, Joseph Macnow resumed the position of Chief
Financial Officer of the Company. Patrick Hogan, the former Chief Financial
Officer, assumed other responsibilities at Vornado Realty Trust.
Crescent Operating, Inc., the 100% owner of our partner in the AmeriCold
Logistics joint venture, has filed a preliminary proxy with the Securities and
Exchange Commission seeking to obtain shareholder approval of a bankruptcy plan
to be implemented under Chapter 11 of the United States Bankruptcy Code. As part
of the bankruptcy plan, Crescent Operating, Inc. has agreed to transfer its
interest in AmeriCold Logistics to an entity that will be owned by the
shareholders of Crescent Real Estate Equities.
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 September 30, 2002, the Company did not file any
reports on Form 8-K.
Page 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VORNADO OPERATING COMPANY
------------------------------------------
(Registrant)
Date: November 14, 2002 By: /s/ Joseph Macnow
------------------------------------------
JOSEPH MACNOW
Executive Vice President - Finance and
Administration and Chief Financial Officer
Page 18
CERTIFICATION
I, Steven Roth, Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vornado Operating
Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/ STEVEN ROTH
------------------------------
Name: Steven Roth
Title: Chief Executive Officer
Page 19
CERTIFICATION
I, Joseph Macnow, Executive Vice President - Finance and Administration
and Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vornado Operating
Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/ JOSEPH MACNOW
---------------------------------
Name: Joseph Macnow
Title: Executive Vice President -
Finance and Administration and
Chief Financial Officer
Page 20
EXHIBIT INDEX
EXHIBIT NO.
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
period 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)
----------
* Incorporated by reference.
Page 21
EXHIBIT NO.
4.2 Stockholder Protection Rights Agreement, dated as of May 29, 2002 (the "Rights *
Agreement"), between Vornado Operating Company (the "Company") and Wachovia Bank
National Association, as Rights Agent, including as Exhibit A the forms of Rights
Certificate and of Election to Exercise (incorporated by reference to Exhibit 1
of the Company's Registration Statement on Form 8-A, dated June 5, 2002 (File No.
001-14525), as filed with the Commission on June 5, 2002)
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 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)
10.9 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)
10.10 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)
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* Incorporated by reference.
Page 22
EXHIBIT NO.
10.11 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)
10.12 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)
10.13 Assignment and Assumption of Master Lease, dated as of February 28, 1999, between *
AmeriCold Corporation and AmeriCold Logistics, LLC (incorporated by reference 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)
10.14 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)
10.15 Amendment to Master Lease Agreement, dated as of November 30, 1999, between URS *
Logistics, Inc., and AmeriCold Logistics, LLC. (incorporated by reference to
Exhibit 10.12(A) of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 (File No. 001-14525), as filed with the Commission on March 14,
2002)
10.16 Second 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)
10.17 Third Amendment to Master Lease Agreement, dated as of December 27, 2001, between *
AmeriCold Corporation, as successor to URS Logistics, Inc., and AmeriCold
Logistics, LLC (incorporated by reference to Exhibit 10.12(C) of the Company's
Annual Report on Form 10-K for the year ended December 31, 2001 (File No.
001-14525), as filed with the Commission on March 14, 2002)
10.18 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)
10.19 Amendment to Master Lease Agreement, dated November 30, 1999, between AmeriCold *
Corporation and AmeriCold Logistics, LLC (incorporated by reference to Exhibit
10.13(A) of the Company's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 001-14525), as filed with the Commission on March 14, 2002)
----------
* Incorporated by reference.
Page 23
EXHIBIT NO.
10.20 Second 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)
10.21 Third Amendment to Master Lease Agreement, dated as of December 27, 2001, between *
AmeriCold Corporation and AmeriCold Logistics, LLC (incorporated by reference to
Exhibit 10.13(C) of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 (File No. 001-14525), as filed with the Commission on March 14,
2002)
10.22 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)
10.23 Amendment to Master Lease Agreement, dated as of November 30, 1999, 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(A) of the Company's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 001-14525), as filed with the Commission on March 14, 2002)
10.24 Second 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 Logistics, 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)
10.25 Third 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)
10.26 Fourth Amendment to Master Lease Agreement, dated as of December 27, 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(D) of the Company's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 001-14525), as filed with the Commission on March 14, 2002)
10.27 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)
10.28 Amendment to Master Lease Agreement, dated as of November 30, 1999, 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 Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 001-14525), as filed with the Commission on March 14, 2002)
----------
* Incorporated by reference.
Page 24
EXHIBIT NO.
10.29 Second 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)
10.30 Third Amendment to Master Lease Agreement, dated as of December 27, 2001, between *
VC Omaha Holdings, L.L.C., and Carmer Freezers Thomasville L.L.C., together as
Landlord, and AmeriCold Logistics, LLC (incorporated by reference to Exhibit
10.15(C) of the Company's Annual Report on Form 10-K for the year ended December
31, 2001 (File No. 001-14525), as filed with the Commission on March 14, 2002)
10.31 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 period ended June
30, 2000 (File No. 001-14525), as filed with the Commission on August 7, 2000)
10.32 Consolidation of Master Lease Agreements, dated as of January 23, 2002, made *
among (i) VC Omaha Holdings L.L.C., and Carmar Freezers Thomasville L.L.C.,
together as Landlord I, (ii) VC Freezer Amarillo, L.P., VC Freezer Fremont
L.L.C., VC Freezer Garden City L.L.C., VC Freezer Phoenix, L.L.C., VC Freezer
Sioux Falls L.L.C., VC Freezer Springdale L.L.C., VC Freezer Russelville L.L.C.,
VC Freezer Texarkana L.L.C., Carmar Freezers Russelville L.L.C., VC Freezer Fort
Worth L.L.C., AmeriCold Corporation, VC Freezer Kentucky L.L.C., VC Freezer
Massillon, L.L.C., VC Freezer Strasburg L.L.C., VC Freezer Babcock L.L.C.,
together as Landlord II, (iii) AmeriCold Corporation as Landlord III, and (iv)
AmeriCold Logistics, LLC as tenant (incorporated by reference to Exhibit 10.18 of
the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2002
(File No. 001-14525), as filed with the Commission on May 2, 2002)
10.33 Secured Promissory Note from AmeriCold Logistics, LLC to Vornado Operating L.P.,
effective as of March 11, 2002
10.34 Security Agreement by and between AmeriCold Logistics, LLC and Vornado Operating
L.P., dated March 11, 2002
10.35 Consent of Vornado Operating L.P. and COPI Cold Storage L.L.C., dated November 5,
2002
15.1 Letter of Deloitte & Touche LLP regarding unaudited interim financial information
----------
* Incorporated by reference.
Page 25