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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: 000-22685
VORNADO REALTY L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3925979
- ----------------------------------------------- -------------------------------
(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
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 Income for the Three Months 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........................................... 26
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 27
Item 3. Quantitative and Qualitative Disclosures About Market Risk................ 51
Item 4. Controls and Procedures................................................... 51
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings......................................................... 52
Item 2. Changes in Securities and Use of Proceeds................................. 52
Item 6. Exhibits and Reports on Form 8-K.......................................... 52
Signatures.................................................................................... 53
Certifications................................................................................ 54
Exhibit Index................................................................................. 56
Page 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
(amounts in thousands) 2002 2001
------------- ------------
ASSETS
Real estate, at cost:
Land............................................................................... $ 1,535,501 $ 895,831
Buildings and improvements......................................................... 5,845,682 3,480,249
Development costs and construction in progress..................................... 45,314 258,357
Leasehold improvements and equipment............................................... 69,177 55,774
------------- ------------
Total......................................................................... 7,495,674 4,690,211
Less accumulated depreciation and amortization..................................... (692,126) (506,225)
------------- ------------
Real estate, net.............................................................. 6,803,548 4,183,986
Cash and cash equivalents, including U.S. government obligations under
repurchase agreements of $38,900 and $15,235....................................... 314,363 265,584
Escrow deposits and restricted cash................................................... 240,950 204,463
Marketable securities................................................................. 59,515 126,774
Investments in and advances to partially-owned entities, including
Alexander's of $192,831 and $188,522............................................... 951,282 1,270,195
Due from officers..................................................................... 21,733 18,197
Accounts receivable, net of allowance for doubtful accounts
of $9,915 and $8,831............................................................... 67,828 47,406
Notes and mortgage loans receivable................................................... 95,237 258,555
Receivable arising from the straight-lining of rents.................................. 168,993 138,154
Other assets.......................................................................... 342,591 264,029
------------- ------------
$ 9,066,040 $ 6,777,343
============= ============
LIABILITIES AND PARTNERS' CAPITAL
Notes and mortgages payable........................................................... $ 3,575,196 $ 2,477,173
Senior unsecured notes due 2007....................................................... 499,319 --
Accounts payable and accrued expenses................................................. 204,290 179,597
Officers' compensation payable........................................................ 15,684 6,708
Deferred leasing fee income........................................................... 11,398 11,940
Other liabilities..................................................................... 1,548 51,895
------------- ------------
Total liabilities.................................................................. 4,307,435 2,727,313
------------- ------------
Minority interest..................................................................... 25,186 25,795
------------- ------------
Commitments and contingencies
Partners' Capital:
Equity............................................................................. 4,827,014 4,089,313
Distributions in excess of net income.............................................. (142,551) (95,647)
------------- ------------
4,684,463 3,993,666
Deferred compensation units earned but not yet delivered........................... 38,253 38,253
Deferred compensation units issued but not yet earned.............................. (9,036) --
Accumulated other comprehensive income (loss)...................................... 24,443 (2,980)
Due from officers for purchase of common units of beneficial interest.............. (4,704) (4,704)
------------- ------------
Total partners' capital....................................................... 4,733,419 4,024,235
------------- ------------
$ 9,066,040 $ 6,777,343
============= ============
See notes to consolidated financial statements.
Page 3
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(amounts in thousands except per unit amounts)
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------------- --------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Revenues:
Rentals................................................ $ 310,515 $ 211,541 $ 922,144 $ 628,511
Expense reimbursements................................. 44,407 36,216 118,526 102,851
Other income (including fee income
from related parties of $439 and $250 in each
three month period and $1,023 and $1,134 in each
nine month period)................................... 6,286 2,508 20,109 7,588
---------- ---------- ---------- ----------
Total revenues........................................... 361,208 250,265 1,060,779 738,950
---------- ---------- ---------- ----------
Expenses:
Operating.............................................. 145,237 102,222 398,950 299,436
Depreciation and amortization.......................... 52,011 29,275 149,162 91,226
General and administrative............................. 27,352 15,043 74,578 51,706
Amortization of Officer's deferred compensation
expense.............................................. 6,875 -- 20,625 --
Costs of acquisitions not consummated.................. -- -- -- 5,000
---------- ---------- ---------- ----------
Total expenses........................................... 231,475 146,540 643,315 447,368
---------- ---------- ---------- ----------
Operating income......................................... 129,733 103,725 417,464 291,582
Income applicable to Alexander's......................... 12,554 4,442 22,609 21,422
Income from partially-owned entities..................... 6,692 18,856 30,304 62,074
Interest and other investment income..................... 6,407 14,584 25,984 43,931
Interest and debt expense................................ (61,354) (43,054) (179,491) (136,443)
Net gain on disposition of wholly-owned and
partially-owned assets................................. 4,503 6,495 1,053 3,706
Minority interest........................................ (403) (723) (1,946) (1,491)
---------- ---------- ---------- ----------
Income before cumulative effect of change in accounting
principle and extraordinary item....................... 98,132 104,325 315,977 284,781
Cumulative effect of change in accounting principle...... -- -- (30,129) (4,110)
Extraordinary item....................................... -- -- -- 1,170
---------- ---------- ---------- ----------
Net income............................................... 98,132 104,325 285,848 281,841
Preferred unit distributions (including accretion of
issuance expenses of $958 in the nine months of 2001).. (29,855) (32,189) (90,200) (97,940)
---------- ---------- ---------- ----------
NET INCOME applicable to Class A Units................... $ 68,277 $ 72,136 $ 195,648 $ 183,901
========== ========== ========== ==========
NET INCOME PER CLASS A UNIT - BASIC...................... $ .53 $ .76 $ 1.55 $ 1.96
========== ========== ========== ==========
NET INCOME PER CLASS A UNIT - DILUTED.................... $ .52 $ .74 $ 1.50 $ 1.90
========== ========== ========== ==========
See notes to consolidated financial statements.
Page 4
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(amounts in thousands)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
2002 2001
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................................... $ 285,848 $ 281,841
Adjustments to reconcile net income to net
cash provided by operating activities:
Cumulative effect of change in accounting principle................. 30,129 4,110
Extraordinary item.................................................. -- (1,170)
Minority interest................................................... 1,946 1,491
Net gain on disposition of wholly-owned and partially-owned assets.. (1,053) (3,706)
Depreciation and amortization....................................... 149,162 91,226
Amortization of Officer's deferred compensation expense............. 20,625 --
Straight-lining of rental income.................................... (29,622) (23,987)
Equity in income of Alexander's..................................... (22,609) (21,422)
Equity in income of partially-owned entities........................ (30,304) (62,074)
Changes in operating assets and liabilities......................... (56,621) (5,074)
------------- -------------
Net cash provided by operating activities................................ 347,501 261,235
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Development costs and construction in progress........................... (47,351) (68,152)
Investments in partially-owned entities.................................. (35,209) (68,145)
Distributions from partially-owned entities.............................. 100,326 102,404
Investment in notes and mortgage loans receivable........................ (56,091) (36,831)
Repayment of notes and mortgage loans receivable......................... 115,000 9,057
Cash restricted, primarily mortgage escrows.............................. 704 13,709
Additions to real estate................................................. (70,029) (63,687)
Purchases of marketable securities ...................................... (1,702) (9,657)
Acquisitions of real estate.............................................. (23,659) (11,574)
Proceeds from sale of marketable securities ............................. 73,685 1,640
Proceeds from sale of real estate........................................ -- 146,197
Real estate deposits and other........................................... -- 2,764
------------- -------------
Net cash provided by investing activities................................ 55,674 17,725
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings................................................. 654,373 347,853
Repayments of borrowings................................................. (719,761) (388,319)
Debt issuance costs...................................................... (3,970) --
Proceeds from issuance of Class A Units.................................. 56,508 --
Proceeds from issuance of preferred units................................ -- 52,673
Distributions to Class A unitholders..................................... (282,917) (154,413)
Distributions to preferred unitholders................................... (84,084) (95,394)
Exercise of unit options................................................. 25,455 9,529
------------- -------------
Net cash used in financing activities.................................... (354,396) (228,071)
------------- -------------
Net increase in cash and cash equivalents................................ 48,779 50,889
Cash and cash equivalents at beginning of period......................... 265,584 136,989
------------- -------------
Cash and cash equivalents at end of period............................... $ 314,363 $ 187,878
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest (including capitalized interest of $5,450
in 2002 and $9,495 in 2001)........................................... $ 171,132 $ 133,051
============= =============
NON-CASH TRANSACTIONS:
Class A units issued in acquisitions..................................... $ 625,226 $ --
Financing assumed in acquisitions........................................ 1,082,480 --
Unrealized (loss) gain on securities available for sale.................. (112) 2,356
See notes to consolidated financial statements.
Page 5
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
Vornado Realty L.P. (the "Operating Partnership") is a Delaware limited
partnership. Vornado Realty Trust ("Vornado"), a fully-integrated real estate
investment trust ("REIT"), is the sole general partner of, and owned
approximately 79% of the common limited partnership interest in, the Operating
Partnership at September 30, 2002. All references to the "Company" refer to the
Operating Partnership and its consolidated subsidiaries.
2. BASIS OF PRESENTATION
The consolidated balance sheet as of September 30, 2002, the consolidated
statements of income 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. 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
Vornado Realty L.P., as well as entities in which the Company has a 50% or
greater interest, provided that the Company exercises control (where the Company
does not exercise control, such entities are accounted for under the equity
method). All significant intercompany amounts have been eliminated. Equity
interests in partially-owned corporate entities are accounted for under the
equity method of accounting when the Company's ownership interest is more than
20% but less than 50%. When partially-owned investments are in partnership form,
the 20% threshold may be reduced. For all other investments, the Company uses
the cost method. Equity investments are recorded initially at cost and
subsequently adjusted for the Company's share of the net income or loss and cash
contributions and distributions to or from these entities.
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 period's financial statements have been
reclassified to conform to the current period presentation.
Page 6
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
3. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("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. SFAS No. 142 provides specific guidance
for impairment testing of these assets and removes them from the scope of SFAS
No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS. At December 31,
2001, the Company determined that the carrying amounts of its goodwill were not
impaired under SFAS No. 121, as the expected undiscounted future cash flows from
the related investments including goodwill exceeded the carrying amounts of
those assets. At January 1, 2002, under the guidance of SFAS 142, the Company
determined that the carrying amounts of certain of its goodwill assets were in
excess of the fair values. Accordingly, in the first quarter of 2002, the
Company wrote-off goodwill of approximately $30,129,000 of which (i) $15,490,000
represents its share of the goodwill arising from the Company's investment in
Temperature Controlled Logistics and (ii) $14,639,000 represents goodwill
arising from the Company's acquisition of the Hotel Pennsylvania. The write-off
has been reflected as a cumulative effect of a change in accounting principle.
Previously reported Net Income Per Class A Unit for the three and nine months
ended September 30, 2001 would have been approximately $300,000 and $900,000
higher if such goodwill was not amortized in the prior year's quarter and nine
months.
In August 2001, the FASB issued SFAS No. 143, ACCOUNTING FOR ASSET
RETIREMENT OBLIGATIONS (effective January 1, 2003) and SFAS No. 144, ACCOUNTING
FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS (effective January 1, 2002).
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. SFAS No. 144
supersedes current accounting literature and now 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 adoption of these statements did not have a material effect on the
Company's financial statements; however under SFAS No. 144, if the Company were
to dispose of a material operating property, such property's results of
operations will have to be separately disclosed as discontinued operations in
the Company's financial statements.
In April 2002, the FASB issued SFAS No. 145, RESCISSION OF SFAS NO. 4, 44,
AND 64, AMENDMENT OF SFAS 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 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 met the criteria of
Accounting Principles Board Opinion No. 30, REPORTING THE RESULTS OF OPERATIONS.
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
adoption of this statement will not have a material effect on the Company's
financial statements.
In July 2002, the 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
anticipate that the adoption of this statement will have a material effect on
the Company's financial statements.
On August 7, 2002, Vornado announced that beginning January 1, 2003, it
will expense the cost of employee stock options in accordance with SFAS No.
123, ACCOUNTING FOR STOCK-BASED COMPENSATION. On October 4, 2002, the FASB
issued an exposure draft proposing to amend the transition and disclosure
provisions of SFAS No. 123. Specifically, SFAS No. 123, as amended, would
permit two additional transition methods for entities that adopt the fair
value method of accounting for stock based employee compensation. Both of
these methods avoid the ramp-up effect on earnings arising from the
prospective application of the fair value method. Vornado is currently in the
process of evaluating each of the transition methods and the impact to the
Company's financial position and results of operations.
Page 7
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
4. ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
CHARLES E. SMITH COMMERCIAL REALTY L.P.
On January 1, 2002, the Company completed the combination of Charles E.
Smith Commercial Realty L.P. ("CESCR") with Vornado. Prior to the combination,
Vornado owned a 34% interest in CESCR. The consideration for the remaining 66%
of CESCR was approximately $1,600,000,000, consisting of 15.6 million newly
issued Vornado Operating Partnership units and $991,980,000 of debt (66% of
CESCR's total debt).
This acquisition was recorded under the purchase method of accounting. The
purchase price was allocated to acquired assets and assumed liabilities using
their relative fair values as of January 1, 2002 based on valuations and other
studies, certain of which are not yet complete. Accordingly, the initial
valuations are subject to change as such information is finalized. The Company
believes that any such change will not be significant because the allocations
were principally to real estate.
The unaudited pro forma information set forth below presents the condensed
consolidated statements of income for the Company for the three and nine months
ended September 30, 2001 as if the following transactions had occurred on
January 1, 2001, (i) the acquisition of CESCR described above and (ii) the
Company's November 21, 2001 sale of 9,775,000 Class A Units and the use of
proceeds to repay indebtedness.
Condensed Consolidated Statements of Income For the Three Months Ended For the Nine Months Ended
(in thousands, except per unit amounts) September 30, September 30,
---------------------------- ----------------------------
Pro Forma Pro Forma
2002 2001 2002 2001
------------ ----------- ----------- -----------
Revenues........................................... $ 361,208 $ 344,972 $ 1,060,799 $ 1,024,514
============ =========== =========== ===========
Income before cumulative effect of change in accounting
principle and extraordinary item................. $ 98,132 $ 114,390 $ 315,977 $ 320,423
Cumulative effect of change in accounting
principle........................................ -- -- (30,129) (4,110)
Extraordinary item................................. -- (88) -- 1,082
------------ ----------- ----------- -----------
Net income......................................... 98,132 114,302 285,848 317,395
Preferred unit distributions....................... (29,855) (32,189) (90,200) (97,940)
------------ ----------- ----------- -----------
Net income applicable to Class A Units............. $ 68,277 $ 82,113 $ 195,648 $ 219,455
============ =========== =========== ===========
Net income per Class A Unit - basic................ $ .53 $ .79 $ 1.55 $ 2.12
============ =========== =========== ===========
Net income per Class A Unit - diluted.............. $ .52 $ .76 $ 1.50 $ 2.06
============ =========== =========== ===========
Page 8
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
4. ACQUISITIONS AND DISPOSITIONS - CONTINUED
INVESTMENT IN PRIMESTONE
On September 28, 2000, the Company made a $62,000,000 loan to Primestone
Investment Partners, L.P. ("Primestone"). The Company received a 1% up-front fee
and was entitled to receive certain other fees aggregating approximately 3% upon
repayment of the loan. The loan bore interest at 16% per annum. Primestone
defaulted on the repayment of this loan on October 25, 2001. The loan was
subordinate to $37,957,000 of other debt of the borrower. On October 31, 2001,
the Company purchased the other debt for its face amount. The loans were secured
by 7,944,893 partnership units in Prime Group Realty, L.P., the operating
partnership of Prime Group Realty Trust (NYSE:PGE) and the partnership units are
exchangeable for the same number of common shares of PGE. The loans are also
guaranteed by affiliates of Primestone.
On November 19, 2001, the Company sold, pursuant to a participation
agreement with a subsidiary of Cadim inc., a Canadian pension fund, a 50%
participation in both loans at par for approximately $50,000,000 reducing the
Company's net investment in the loans at December 31, 2001 to $56,768,000
including unpaid interest and fees of $6,790,000.
On April 30, 2002, the Company and Cadim acquired the 7,944,893 partnership
units at a foreclosure auction. The price paid for the units by application of a
portion of Primestone's indebtedness to the Company and Cadim was $8.35 per
unit, the April 30, 2002 closing price of shares of PGE on the New York Stock
Exchange. On June 28, 2002, pursuant to the terms of the participation
agreement, the Company transferred 3,972,447 of the partnership units to Cadim.
In the second quarter, in accordance with foreclosure accounting, the
Company recorded a loss on the Primestone foreclosure of $17,671,000 calculated
based on (i) the acquisition price of the units and (ii) its valuation of the
amounts realizable under the guarantees by affiliates of Primestone, as compared
with the net carrying amount of the investment at April 30, 2002.
At September 30, 2002, the Company's carrying amount of the investment was
$39,485,000, of which $33,170,000 represents the carrying amount of the
3,972,447 partnership units owned by the Company ($8.35 per unit), $7,100,000
represents the amount expected to be realized under the guarantees, offset by
$785,000 representing the Company's share of Prime Group Realty's net loss
through June 30, 2002 (see Note 5. Investments in and Advances to
Partially-Owned Entities). In the three months ended September 30, 2002, the
Company expensed legal fees of $2,229,000 in connection with the ongoing
Primestone litigation and the Company's effort to realize the guarantees.
At October 28, 2002, the closing price of PGE shares on the New York Stock
Exchange was $4.49 per share. The ultimate realization of the Company's
investment will depend upon the future performance of the Chicago real estate
market and the performance of PGE, as well as the ultimate realizable value of
the net assets supporting the guarantees and the Company's ability to collect
under the guarantees. In addition, the Company will continue to monitor this
investment to determine whether additional write-downs are required based on (i)
declines in value of the shares of PGE (for which the partnership units are
exchangeable) which are "other than temporary" as used in accounting literature
and (ii) the amount expected to be realized under the guarantees.
Page 9
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
4. ACQUISITIONS AND DISPOSITIONS - CONTINUED
CRYSTAL GATEWAY ONE
On July 1, 2002, the Company acquired a 360,000 square foot office building
from a limited partnership, which is approximately 50% owned by Mr. Robert H.
Smith and Mr. Robert P. Kogod and members of the Smith and Kogod families,
trustees of the Company, in exchange for approximately 325,700 newly issued
Vornado Operating Partnership units (valued at $13,679,000) and the assumption
of $58,500,000 of debt. The building is located in the Crystal City complex in
Arlington, Virginia where the Company already owns 24 office buildings
containing over 6.9 million square feet, which it acquired on January 1, 2002,
in connection with the Company's acquisition of CESCR. In March 2002, the
Company purchased the mortgage on this property for $55,000,000. On June 28,
2002, the limited partnership completed a $58,500,000 mortgage refinancing which
bears interest at 6.75% and matures in July 2012 and repaid the Company's
$55,000,000 mortgage.
LAS CATALINAS
On September 23, 2002, the Company increased its interest in the Las
Catalinas Mall located in Caguas, Puerto Rico (San Juan area) to 100% by
acquiring the 50% of the mall and the 25% of Kmart's anchor store it did not
already own. The purchase price was $48,000,000, including $32,000,000 of
indebtedness. The Las Catalinas Mall, which opened in 1997, contains 492,000
square feet, including a 123,000 square foot Kmart and a 138,000 square foot
Sears owned by a third party.
MONMOUTH MALL
On October 10, 2002, a joint venture in which the Company has a 50%
interest, acquired the Monmouth Mall, an enclosed regional shopping center
located in Eatontown, New Jersey containing approximately 1.5 million square
feet, including four department stores, two of which aggregating 485,000 square
feet are owned by the tenants. The purchase price was approximately
$164,700,000, including transaction costs of $4,400,000. The Company made a
$7,000,000 common equity investment in the venture and provided it with
$23,500,000 of preferred equity yielding 14%. The venture financed the purchase
of the Mall with $135,000,000 of floating debt at LIBOR plus 2.05%, with a LIBOR
floor of 2.50% on $35,000,000, a three year term and two one-year extension
options.
The acquisitions of Crystal Gateway One and Las Catalinas were recorded
under the purchase method of accounting. The purchase price for these
acquisitions was allocated to acquired assets and assumed liabilities using
their relative fair values as of the acquisition dates based on valuations and
other studies certain of which are not yet complete. Accordingly, the initial
valuations are subject to change as such information is finalized. The Company
believes that any such change will not be significant because the allocations
were principally to real estate. The Company's investment in the Monmouth Mall
was recorded under the purchase method and will be accounted for under the
equity method as the Company does not have unilateral control over the joint
venture.
Page 10
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
4. ACQUISITIONS AND DISPOSITIONS - CONTINUED
DISPOSITIONS
The following table sets forth the details of net gain on disposition of
wholly-owned and partially-owned assets for the three and nine months ended
September 30, 2002 and 2001:
For the Three Months Ended For the Nine Months Ended
(dollars in thousands) September 30, September 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Wholly-owned Assets:
Gain on transfer of mortgages............................. $ 2,096 $ -- $ 2,096 $ --
Net gain on sale of air rights -
175 Lexington Avenue(1)................................ 2,126 -- 2,126 --
Gain on sale of Kinzie Park condominiums units............ 281 -- 2,156 --
Net gain on sale of marketable securities................. -- -- 12,346 --
Loss on Primestone foreclosure............................ -- -- (17,671) --
Net gain from condemnation proceedings.................... -- -- -- 3,050
Write-off of investments in technology companies.......... -- -- -- (18,284)
Partially-owned Assets:
After-tax net gain on sale of Park Laurel condominium
units.................................................. -- 13,869 -- 13,869
Write-off of net investment in Russian Tea Room........... -- (7,374) -- (7,374)
Net gain on sale of 50% interest in 570 Lexington Avenue.. -- -- -- 12,445
------------ ------------ ------------ ------------
$ 4,503 $ 6,495 $ 1,053 $ 3,706
============ ============ ============ ============
- ----------
(1) In June 2000, the 175 Lexington Avenue development commenced
construction of a 45,000 square foot building containing approximately
2,300 square feet of community facility space and 39,000 square feet
of low income residential housing to be exchanged upon completion for
air rights. The total cost of the project was $16,256. Upon completion
of the project in June 2002, the Company received 163,728 square feet
of air rights of which 138,681 square feet were sold, including 31,885
square feet to Alexander's. The Company's net gain was $2,126. The
balance of the air rights of 25,047 square feet was sold to
Alexander's in the fourth quarter of 2002 resulting in a net gain to
the Company of $403 (see Note 5 - Investments in and Advances to
Partially-Owned Entities - Alexander's).
CAPITAL TRUST
On September 30, 2002, the Company's investment in preferred securities of
Capital Trust ("CT") was partially redeemed for its $20,000,000 liquidation
amount. At September 30, 2002, the Company's remaining investment in CT
consisted of $30,000,000 of convertible preferred securities, convertible into
common shares of CT at any time after September 30, 2004 at $7.00 per share.
Page 11
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
5. INVESTMENTS IN AND ADVANCES TO PARTIALLY-OWNED ENTITIES
The Company's investments in and advances to partially-owned entities are
as follows:
INVESTMENTS AND ADVANCES:
(dollars in thousands) September 30, 2002 December 31, 2001
------------------ -----------------
Temperature Controlled Logistics.......................... $ 451,399 $ 474,862
Charles E. Smith Commercial Realty L.P. ("CESCR")(1)...... -- 347,263
Alexander's............................................... 192,831 188,522
Newkirk Joint Ventures(2)................................. 168,624 191,534
Prime Group Realty, L.P. and other guarantees(3).......... 39,485 --
Partially-Owned Office Buildings(4)....................... 30,164 23,346
Starwood Ceruzzi Joint Ventures........................... 25,865 25,791
Park Laurel............................................... 4,789 (4,745)
Other..................................................... 38,125 23,622
----------- -----------
$ 951,282 $ 1,270,195
=========== ===========
- ----------
(1) On January 1, 2002, the Company acquired the remaining 66% of
CESCR it did not previously own. Accordingly, CESCR is
consolidated as of January 1, 2002.
(2) The Company's investment in and advances to Newkirk Joint
Ventures is comprised of:
September 30, 2002 December 31, 2001
------------------ -----------------
Investments in limited partnerships.. $ 120,359 $ 143,269
Mortgages and loans receivable....... 39,511 39,511
Other ............................... 8,754 8,754
------------- -------------
Total ............................... $ 168,624 $ 191,534
============= =============
On January 2, 2002, the Newkirk Joint Ventures' partnership
interests were merged into a master limited partnership (the
"MLP") in which the Company has a 21% interest. In conjunction
with the merger, the MLP completed a $225,000 mortgage financing
collateralized by its properties, subject to the existing first
and certain second mortgages on those properties. The loan bears
interest at LIBOR plus 5.5% with a LIBOR floor of 3% (8.5% at
September 30, 2002) and matures on January 31, 2005, with two
one-year extension options. As a result of the financing on
February 6, 2002, the MLP repaid approximately $28,200 of
existing debt and distributed approximately $37,000 to the
Company.
(3) The Company's carrying amount of the investment, accounted for
under the equity method, consists of 3,972,447 partnership units
valued at $33,170 ($8.35 per unit) and guarantees valued at
$7,100, offset by $785 representing the Company's share of Prime
Group's net loss from May 1, 2002 through June 30, 2002. Prior to
April 30, 2002, this investment was in the form of a loan and was
included in Notes and Mortgage Loans Receivable on the balance
sheet.
(4) As at September 30, 2002, includes a 20% interest in a property
which was part of the CESCR acquisition in 2002.
Page 12
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
5. INVESTMENTS IN AND ADVANCES TO PARTIALLY-OWNED ENTITIES - CONTINUED
Below is a summary of all of the debt of partially owned entities, none of
which is guaranteed by the Company.
(amounts in thousands) 100% OF
PARTIALLY-OWNED ENTITIES DEBT
-------------------------------
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
Alexander's (33.1% interest) (see "Alexander's" on page 15 for further details):
Term loan secured by all of Alexander's assets except for the Kings Plaza
Regional Shopping Center:
Portion financed by the Company due on January 3, 2006 with interest
at 12.48%................................................................. $ 95,000 $ 95,000
Portion financed by a bank, due March 15, 2003, with interest at LIBOR +
1.85% (repaid on July 3, 2002)............................................ -- 10,000
Unsecured Line of Credit financed by the Company, due on January 3, 2006 with
interest at 12.48%............................................................. 24,000 24,000
Lexington Avenue construction loan payable, due on December 31, 2005, plus two
one-year extensions, with interest at LIBOR plus 2.50% (4.32% at September 30,
2002).......................................................................... 55,500 --
Rego Park mortgage payable, due in June 2009, with interest at 7.25%.............. 82,000 82,000
Kings Plaza Regional Shopping Center mortgage payable, due in June 2011,
with interest at 7.46% (prepayable with yield maintenance)..................... 219,968 221,831
Paramus mortgage payable, due in October 2011, with interest at 5.92%
(prepayable without penalty)................................................... 68,000 68,000
Other notes and mortgages payable (repaid on July 3, 2002)........................ -- 15,000
Temperature Controlled Logistics (60% interest):
Mortgage notes payable collateralized by 58 temperature controlled
warehouses, 576,220 563,782 due in May 2008, requires amortization based
on a 25 year term with interest at 6.94% (prepayable with yield
maintenance)................................................................... 576,220 563,782
Other notes and mortgages payable................................................. 15,324 38,748
Newkirk Joint Ventures (21.5% interest):
Portion of first mortgages and contract rights, collateralized by the
partnerships' real estate, due from 2002 to 2024, with a weighted average
interest rate of 11.31% at September 30, 2002 (various prepayment rights)...... 1,467,238 1,336,989
Charles E. Smith Commercial Realty L.P. (34% interest in 2001):
29 mortgages payable.............................................................. -- 1,470,057
Prime Group Realty L.P. (14.9% interest)(1):
24 mortgages payable.............................................................. 820,213 --
Partially Owned Office Buildings:
330 Madison Avenue (25% interest) mortgage note payable, due in April 2008,
with interest at 6.52 % (prepayable with yield maintenance)................... 60,000 60,000
Fairfax Square (20% interest) mortgage note payable due in August 2009, with
interest at 7.50%.............................................................. 69,170 --
825 Seventh Avenue (50% interest) mortgage payable, due in October 2014, with
interest at 8.07% (prepayable with yield maintenance).......................... 23,356 23,552
Las Catalinas Mall (50% interest):
Mortgage notes payable(2)...................................................... -- 68,591
Russian Tea Room (50% interest) mortgages payable, due in March 2012, with interest at
Prime plus 50 basis points (5.25% at September 30, 2002)(3).................... 13,000 13,000
Based on the Company's ownership interest in the partially-owned entities
above, the Company's share of the debt of these partially-owned entities was
$975,851,000 and $1,319,535,000 as of September 30, 2002 and December 31, 2001.
- ----------
(1) Balance as of June 30, 2002, as Prime Group's quarterly report on Form 10-Q
for the period ended September 30, 2002, has not been filed prior to the
filing of this quarterly report on Form 10-Q.
(2) The Company increased its interest in Las Catalinas to 100% on September
23, 2002. Accordingly, Las Catalinas is consolidated as of September 30,
2002.
(3) On July 28, 2002 the Russian Tea Room ceased operations which represented
an event of default under the loans.
Page 13
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
5. INVESTMENTS IN AND ADVANCES TO PARTIALLY-OWNED ENTITIES - CONTINUED
Below is a summary of the Company's share of income (loss) from
partially-owned entities for the three and nine months ended September 31, 2002
and 2001.
For The Three Months For The Nine Months
(amounts in thousands) Ended September 30, Ended September 30,
------------------------------ ------------------------------
2002 2001 2002 2001
------------- ------------- ------------- -------------
Income applicable to Alexander's:
33.1% share of equity in net income(1) ........... $ 5,603 $ 592 $ 6,097 $ 8,283
Interest income(2)................................ 2,531 2,659 7,818 9,021
Management fees................................... 903 879 2,702 2,663
Development fees(2)............................... 2,022 188 3,997 563
Leasing and other fees(2)......................... 562 124 1,062 892
Guarantee fees (2) ............................... 933 -- 933 --
------------- ------------- ------------- -------------
$ 12,554 $ 4,442 $ 22,609 $ 21,422
============= ============= ============= =============
Temperature Controlled Logistics:
60% share of equity in net (loss) income(3)....... $ (2,125) $ 1,353 $ 952 $ 7,324
Management fees .................................. 1,520 1,887 4,835 5,585
------------- ------------- ------------- -------------
(605) 3,240 5,787 12,909
------------- ------------- ------------- -------------
CESCR-34% share of equity in net income(4).......... -- 7,218 -- 21,413
------------- ------------- ------------- -------------
Newkirk Joint Ventures:
Equity in net income of limited partnerships.... 6,987(5) 6,635 18,600(5) 19,738
Interest and other income....................... 913 1,273 5,300 4,098
------------- ------------- ------------- -------------
7,900 7,908 23,900 23,836
------------- ------------- ------------- -------------
Prime Group Realty, L.P. -
14.9% share of equity in net loss(6)............ (785) -- (785) --
Partially-Owned Office Buildings(7)................. 598 411 1,874 3,276
Other............................................... (416) 79 (472) 640(8)
------------- ------------- ------------- -------------
$ 6,692 $ 18,856 $ 30,304 $ 62,074
============= ============= ============= =============
- ----------
(1) Equity in income for the three and nine months ended September 30,
2002 includes $3,431 representing the Company's share of Alexander's
gain on sale of its Third Avenue property. Equity in income for the
three months ended September 30, 2002, also includes $1,402
representing the Company's share of the reversal of Alexander's stock
appreciation rights compensation expense recorded in the quarter ended
June 30, 2002. Equity in income for the nine months ended
September 30, 2001 includes $6,298 representing the Company's share of
Alexander's gain on sale of its Fordham Road property and excludes
$1,170 representing the Company's share of Alexander's extraordinary
gain on the early extinguishment of debt on this property which is
reflected as an extraordinary item on the consolidated statements of
income.
(2) Alexander's capitalizes the fees and interest charged by the Company.
Because the Company owns 33.1% of Alexander's, the Company recognizes
66.9% of such amounts as income and the remainder is reflected as a
reduction of the Company's carrying amount of the investment in
Alexander's.
(3) Equity in net (loss) income for the three and nine months ended
September 30, 2002, reflects a decrease in rental income of $3,568 and
$4,919, respectively. Equity in net income for the nine months ended
September 30, 2002 includes a $1,923 loss on the disposition of an
asset.
(4) On January 1, 2002, the Company acquired the remaining 66% of CESCR it
did not previously own. Accordingly, CESCR is consolidated as of
January 1, 2002.
(5) Includes $1,200 for the Company's share of Newkirk's loss on the sale
of a property.
(6) Represents the Company's share of net loss for the period from
April 30, 2002 (date of acquisition) to June 30, 2002, which includes
(i) a loss of $357 from discontinued operations and (ii) a loss of
$147 from the sale of real estate. The Company's share of equity in
income or loss for the period from July 1, 2002 to September 30, 2002
will be recognized in earnings in the quarter ended December 31, 2002,
as the investee has not released its third quarter 2002 earnings prior
to the filing of the Company's quarterly report on Form 10-Q.
(7) 2002 includes a 20% interest in a property which was part of the
acquisition of CESCR. 2002 and the three months ended September 30,
2001 do not include 570 Lexington Avenue which was sold in May 2001.
(8) Includes $1,300 for the Company's share of the Starwood Ceruzzi Joint
Venture's gain on the sale of a property.
Page 14
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
5. INVESTMENTS IN AND ADVANCES TO PARTIALLY-OWNED ENTITIES - CONTINUED
TEMPERATURE CONTROLLED LOGISTICS
The Company's joint venture does not recognize rental income unless earned
and collection is assured or cash is received. As a result, the Company did not
recognize its share of the rent the joint venture was due amounting to
$6,808,000 and $12,361,000 for the three and nine months ended September 30,
2002 and $5,311,000 and $7,651,000 for the three and nine months ended September
30, 2001. At September 30, 2002, the Company's share of the joint venture's
total deferred rent receivable from its tenant is $17,362,000.
ALEXANDER'S
Investment
The Company owns 1,655,000 common shares or 33.1% of the outstanding common
stock of Alexander's at September 30, 2002. Alexander's is managed by and its
properties are leased and developed by the Company pursuant to management,
leasing and development agreements with one-year terms expiring in March of each
year, which are automatically renewable. In conjunction with the closing of the
Alexander's Lexington Avenue construction loan on July 3, 2002, these agreements
were revised to cover the Alexander's Lexington Avenue property separately.
Further, the Lexington Avenue management and development agreements were amended
to provide for a term lasting until substantial completion of the development of
the property, with automatic renewals, and for the payment of the development
fee upon the earlier of January 3, 2006, or the payment in full of the
construction loan encumbering the property. The Company is entitled to a
development fee estimated to be approximately $26,300,000, based on 6% of
construction costs, as defined, of which $2,022,000 has been recognized as
income during the three months ended September 30, 2002.
Debt
At September 30, 2002, the Company has loans receivable from Alexander's of
$119,000,000, including $24,000,000 under the $50,000,000 secured line of credit
the Company granted to Alexander's. On March 15, 2002, the loan and the line of
credit were extended to April 15, 2003. The interest rates on the loan and line
of credit were reset on March 15, 2002, from 13.74% to 12.48%, using a Treasury
index (with a 3% floor) plus the same spread to treasuries as previously
existed. On July 3, 2002, in conjunction with the closing of Alexander's
Lexington Avenue construction loan, the maturity of the Company's loans was
extended to the earlier of January 3, 2006 or the date the Alexander's Lexington
Avenue construction loan is repaid in full and the debt was assigned to the
various subsidiaries of Alexander's (all guaranteed by Alexander's). In
addition, amounts which may be due under the Completion Guarantee described in
the next paragraph would be due at the same time.
On July 3, 2002, Alexander's finalized a $490,000,000 loan with HVB Real
Estate Capital (HYPO Vereinsbank) to finance the construction of its 1.3 million
square foot multi-use building at its 59th Street and Lexington Avenue location.
The estimated construction costs in excess of the construction loan of
approximately $140,000,000 will be provided by Alexander's. The loan has an
interest rate of LIBOR plus 2.5% and a term of forty-two months plus two
one-year extensions. Alexander's has received an initial funding of $55,500,000
under the loan of which $25,000,000 was used to repay existing loans and notes
payable. Pursuant to this loan, Vornado has agreed to guarantee, among other
things, the lien free, timely completion of the construction of the project and
funding of project costs in excess of a stated budget, as defined in the loan
agreement, if not funded by Alexander's (the "Completion Guarantee"). The
$6,300,000 estimated fee payable by Alexander's to the Company for the
Completion Guarantee is 1% of construction costs (as defined) and is payable at
the same time that the development fee is payable. In addition, if the Company
should advance any funds under the Completion Guarantee in excess of the
$26,000,000 currently available under the secured line of credit, interest on
those advances is at 15% per annum.
Other
The Company sold 56,932 square feet of air rights to Alexander's for an
average price of $114 per square foot in July and October 2002.
Page 15
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
6. DEBT AND EQUITY FINANCING
Following is a summary of the Company's debt, by segment, at September
30, 2002:
(amounts in thousands)
INTEREST RATE BALANCE AS OF
AS AT ------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
MATURITY 2002 2002 2001
----------- ------------- ------------- ------------
Notes and Mortgages Payable:
Fixed Interest:
Office:
NYC Office:
Two Penn Plaza ........................... 03/04 7.08% $ 155,446 $ 157,697
888 Seventh Avenue ....................... 02/06 6.63% 105,000 105,000
Eleven Penn Plaza ........................ 05/07 8.39% 50,639 51,376
866 UN Plaza ............................. 04/04 7.79% 33,000 33,000
CESCR Office(1):
Crystal Park 1-5 ......................... 07/06-08/13 6.66%-8.39% 265,692 (1)
Crystal Gateway Crystal Square 5 ......... 07/12-01/25 6.75%-7.09% 216,362 (1)
Crystal Square 2, 3 and 4 ................ 10/10-11/14 7.08%-7.14% 145,779 (1)
Skyline Place ............................ 08/06-12/09 6.6%-6.75% 140,838 (1)
1101 17th, 1140 Connecticut, 1730 M &
1150 17th .............................. 08/10 6.74% 97,662 (1)
Courthouse Plaza 1 and 2 ................. 01/08 7.05% 80,462 (1)
Crystal Gateway N., Arlington Plaza and
1919 S. Eads ........................... 11/07 6.77% 73,013 (1)
Reston Executive I, II & III ............. 01/06 6.75% 73,956 (1)
Crystal Plaza 1-6 ........................ 10/04 6.65% 70,893 (1)
One Skyline Tower ........................ 06/08 7.12% 65,994 (1)
Crystal Malls 1-4 ........................ 12/11 6.91% 67,091 (1)
1750 Pennsylvania Avenue ................. 06/32 7.26% 49,903 (1)
One Democracy Plaza ...................... 02/05 6.75% 27,852 (1)
Retail:
Cross collateralized mortgages payable on
42 shopping centers .................... 03/10 7.93% 488,523 492,156
Green Acres Mall ......................... 02/08 6.75% 151,282 152,894
Montehiedra Town Center .................. 05/17 8.23% 59,827 60,359
Las Catalinas Mall(2) .................... 11/13 6.97% 67,923 --
Merchandise Mart:
Market Square Complex .................... 07/11 7.95% 48,651 49,702
Washington Design Center ................. 10/11 6.95% 48,622 48,959
Washington Office Center ................. 02/04 6.80% 45,345 46,572
Other .................................... 03/09-06/13 7.03%-7.71% 44,706 18,951
Other:
Industrial Warehouses .................... 10/11 6.95% 49,561 50,000
Student Housing Complex .................. 11/07 7.45% 19,078 19,243
Other .................................... 7.95% 6,944 8,659
------------- ------------
Total Fixed Interest Notes and Mortgages
Payable ........................... 7.13% 2,750,044 1,294,568
------------- ------------
- ----------
See footnotes on the following page.
Page 16
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
6. DEBT AND EQUITY FINANCING - CONTINUED
INTEREST RATE BALANCE AS OF
(amounts in thousands) AS AT ------------------------------
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
MATURITY SPREAD(7) 2002 2002 2001
-------- --------- ------------- ------------- --------------
Notes and Mortgages Payable:
Variable Interest:
Office:
NYC Office:
One Penn Plaza(3) ................. 06/03 L+125 3.23% $ 275,000 $ 275,000
770 Broadway/595 Madison Avenue
cross-collateralized mortgage(4) 04/03 L+40 2.22% 153,659 123,500
909 Third Avenue .................. 07/03 L+165 3.47% 106,129 105,253
Two Park Avenue(5) ................ 03/03 L+145 -- -- 90,000
CESCR Office:
Tyson Dulles Plaza ................ 06/03 L+130 3.11% 69,788 (1)
Commerce Executive III, IV & V .... 07/03 L+150 3.31% 53,488 (1)
Seven Skyline(5) .................. 10/02 L+135 -- -- (1)
Merchandise Mart:
Merchandise Mart(5) ............... 10/02 L+150 -- -- 250,000
Furniture Plaza ................... 02/03 L+200 3.82% 48,290 43,524
33 North Dearborn Street .......... 09/03 L+175 3.57% 19,000 19,000
350 North Orleans(5) .............. 06/02 L+165 -- -- 70,000
Other ............................. 01/03 P-50 4.25% 60 294
Other:
Palisades construction loan ....... 01/03 L+185 3.66% 99,738 90,526
Hotel Pennsylvania(6) ............. 10/02 L+160 -- -- 115,508
------------- -------------
Total Variable Interest Notes
and Mortgages Payable ..... 3.60% 825,152 1,182,605
------------- -------------
Total Notes and Mortgages Payable ... $ 3,575,196 $ 2,477,173
============= =============
Senior unsecured debt due 2007(5) ... 06/07 L+77 2.59% $ 499,319 $ --
============= =============
Unsecured revolving credit facility . 03/03 L+90 -- $ -- $ --
============= =============
- ----------
(1) On January 1, 2002, the Company acquired the remaining 66% of CESCR it
did not previously own. Prior to January 1, 2002, the Company's share
of CESCR's debt was included in Investments in and Advances to
Partially-Owned Entities. In connection with the acquisition, CESCR's
fixed rate debt of $1,289,837 was fair valued at $1,322,685 under
purchase accounting.
(2) On September 23, 2002, the Company acquired the 50% of the Mall and
the 25% of Kmart's anchor store it did not already own. Prior to this
date, the Company accounted for its investment on the equity method
and the Company's share of the debt was included in Investments in and
Advances to Partially-Owned Entities.
(3) On June 21, 2002, one of the lenders purchased the other participant's
interest in the loan. At the same time, the loan was extended for one
year, with certain modifications including, (i) making the risk of a
loss due to terrorism (as defined) not covered by insurance recourse
to the Company and (ii) the granting of two 1-year renewal options to
the Company.
(4) On April 1, 2002, the Company increased its mortgage financing
cross-collateralized by its 770 Broadway/595 Madison Avenue properties
by $115,000. On July 15, 2002, the Company repaid $84,841 with
proceeds received from a third party which resulted in a gain on
transfer of mortgages of $2,096. The proceeds of the loan are in a
restricted mortgage escrow account which bears interest at the same
rate as the loan, and at September 30, 2002 totals $153,659.
(5) On June 24, 2002, the Company completed an offering of $500,000
aggregate principal amount of 5.625% senior unsecured notes due
June 15, 2007. Interest on the notes is payable semi-annually on June
15th and December 15th, commencing December 15, 2002. The notes were
priced at 99.856% of their face amount to yield 5.659%. Of the net
proceeds of approximately $496,300, (i) $70,000 was used to repay the
mortgage payable on 350 North Orleans prior to June 30, 2002 and (ii)
$393,000 was used to repay the mortgages on Two Park Avenue, the
Merchandise Mart and a portion of Seven Skyline in July and August
2002. On June 27, 2002, the Company entered into interest rate swaps
that effectively converted the interest rate on the $500,000 senior
unsecured notes due 2007 from a fixed rate of 5.625% to a floating
rate of LIBOR plus .7725%, based upon the trailing 3 month LIBOR rate
(2.53% at October 28, 2002).
(6) On April 1, 2002, the loan was prepaid in full.
(7) Indicates spread over LIBOR ("L") or Prime rate ("P").
Page 17
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
6. DEBT AND EQUITY FINANCING - CONTINUED
The scheduled principal repayments for the next five years and thereafter
are as follows:
(amounts in thousands)
AS AT
YEAR ENDING DECEMBER 31, SEPTEMBER 30, 2002
------------------------ -------------------
2002............................... $ --
2003............................... 825,152(1)
2004............................... 304,684
2005............................... 27,852
2006............................... 262,047
Thereafter......................... 2,654,780
- ----------
(1) Includes $153,659, which is offset by an equivalent amount
of cash held in a restricted mortgage escrow account.
The Company's debt instruments, consisting of mortgage loans secured by its
properties (which are generally non-recourse to the Company), its revolving
credit agreement and its senior unsecured notes due 2007, contain customary
covenants requiring the Company to maintain insurance. There can be no assurance
that the lenders under these instruments will not take the position that an
exclusion from all risk insurance coverage for losses due to terrorist acts is a
breach of these debt instruments that allows the lenders to declare an event of
default and accelerate repayment of debt. The Company has received
correspondence from four lenders regarding terrorism insurance coverage, to
which the Company has responded. If lenders insist on coverage for these risks,
it could adversely affect the Company's ability to finance and/or refinance its
properties and to expand its portfolio.
EQUITY
On February 25, 2002, Vornado sold 1,398,743 common shares based on the
closing price of $42.96 on the NYSE. The net proceeds to the Company were
approximately $57,042,000.
On October 1, 2002, the Operating Partnership redeemed 1,000,000 of the
outstanding Series D-5 Perpetual Preferred Units for $25,000,000, the
liquidation value of the units.
7. OTHER RELATED PARTY TRANSACTIONS
The Company currently manages and leases the real estate assets of
Interstate Properties pursuant to a management agreement. Management fees earned
by the Company pursuant to the management agreement were $439,000 and $250,000
for the three months ended September 30, 2002 and 2001 and $1,023,000 and
$1,134,000 for the nine months ended September 30, 2002 and 2001.
The estate of Bernard Mendik and certain other individuals including Mr.
Greenbaum, one of the Company's executive officers, own an entity which provides
cleaning and related services and security services to office properties,
including the Company's Manhattan office properties. The Company was charged
fees in connection with these contracts of $13,728,000 and $12,381,000 for the
three months ended September 30, 2002 and 2001, and $41,349,000 and $38,006,000
for the nine months ended September 30, 2002 and 2001.
On September 30, 2002, the Company issued 107,134 Class A Operating
Partnership units (valued at $4,400,000) to the estate of Bernard Mendik and the
Mendik Realty Company, Inc., of which Mr. Greenbaum, an executive officer of the
Company received 4,677 Class A units, in accordance with the earn-out provisions
of the Agreement for Contribution of Interests in 20 Broad Street LLC, dated
August 5, 1998.
Page 18
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
7. OTHER RELATED PARTY TRANSACTIONS - CONTINUED
Effective January 1, 2002, Vornado extended its employment agreement
with Mr. Fascitelli for a five year period through December 31, 2006. Pursuant
to the extended employment agreement, he is entitled to receive a deferred
payment on December 31, 2006 of 626,566 Vornado common shares which are valued
for compensation purposes at $27,500,000 (the value of the shares on March 8,
2002, the date the extended employment agreement was signed). The number of
shares was set by Vornado's Compensation Committee in December 2001 to
achieve a value of $25,000,000 and had appreciated $2,500,000 as of March 8,
2002. The shares are being held in an irrevocable trust for the benefit of Mr.
Fascitelli and will vest on December 31, 2002. Mr. Fascitelli will also receive
regular annual cash compensation as determined by Vornado's Compensation
Committee and will continue as a member of Vornado's Board of Trustees. Mr.
Fascitelli may also borrow up to $20,000,000 from Vornado during the term of
his 2002 employment agreement reduced by $8,600,000, the amount of his
outstanding loans under his 1996 employment agreement. Each loan will bear
interest, payable quarterly, at the applicable Federal Rate on the date the loan
is made and will mature on the fifth anniversary of the loan.
On May 29, 2002, Mr. Roth replaced common shares of Vornado securing
Vornado's outstanding loan to Mr. Roth with options to purchase common
shares of Vornado with a value of not less than two times the loan amount.
Pursuant to Vornado's annual compensation review in February 2002 with
Joseph Macnow, Vornado's Chief Financial Officer, the Compensation Committee
approved a $2,000,000 loan to Mr. Macnow, bearing interest at the applicable
federal rate of 4.65% per annum and due January 1, 2006. The loan, which was
funded on July 23, 2002, was made in conjunction with Mr. Macnow's June 2002
exercise of options to purchase 225,000 shares of Vornado's common shares.
The loan is collateralized by assets with a value of not less than two times the
loan amount.
VORNADO OPERATING COMPANY ("VORNADO OPERATING")
Pursuant to a revolving credit facility which expires December 31, 2004,
Vornado Operating owes the Company $32,836,000 at September 30, 2002. Vornado
Operating has disclosed that in the aggregate its investments do not, and for
the foreseeable future are not expected to, generate sufficient cash flow to pay
all of its debts and expenses. Further, Vornado Operating states that its only
investee, AmeriCold Logistics ("Tenant"), anticipates that its Landlord, a
partnership 60% owned by the Company and 40% owned by Crescent Real Estate
Equities, will need to restructure the leases between the Landlord and the
Tenant to provide additional cash flow to the Tenant (the Landlord has
previously restructured the leases to provide additional cash flow to the
Tenant). Management anticipates a further lease restructuring and the sale of
non-core assets by AmeriCold Logistics, and accordingly, Vornado Operating is
expected to have a source to repay the debt under this facility, which may be
extended. Since January 1, 2002, the Company has not recognized interest income
on the debt under this facility.
Page 19
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
8. INCOME PER CLASS A UNIT
The following table sets forth the computation of basic and diluted income
per Class A Unit:
For The Three Months For The Nine Months
Ended September 30, Ended September 30,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
(amounts in thousands except per unit amounts)
Numerator:
Income before cumulative effect of change in ......................
accounting principle and extraordinary item ..................... $ 98,132 $ 104,325 $ 315,977 $ 284,781
Cumulative effect of change in accounting
principle ....................................................... -- -- (30,129) (4,110)
Extraordinary item ................................................ -- -- -- 1,170
----------- ----------- ----------- -----------
Net income ........................................................ 98,132 104,325 285,848 281,841
Preferred unit distributions ...................................... (29,855) (32,189) (90,200) (97,940)
----------- ----------- ----------- -----------
Numerator for basic and diluted income per
Class A Unit - net income applicable to Class A Unit .............. $ 68,277 $ 72,136 $ 195,648 183,901
=========== =========== =========== ===========
Denominator:
Denominator for basic income per Class A Unit -
weighted average units .......................................... 128,231 94,420 126,606 93,742
Effect of dilutive securities:
Employee unit options ........................................... 3,118 3,276 3,792 2,844
Deferred compensation units issued but not yet earned ........... 401 -- 254 --
----------- ----------- ----------- -----------
Denominator for diluted income per Class A Unit -
adjusted weighted average units and
assumed conversions ............................................. 131,750 97,696 130,652 96,586
=========== =========== =========== ===========
INCOME PER CLASS A UNIT - BASIC:
Income before cumulative effect of change in
accounting principle and extraordinary item ................... $ .53 $ .76 $ 1.79 $ 2.00
Cumulative effect of change in accounting
principle ..................................................... -- -- (.24) (.05)
Extraordinary item .............................................. -- -- -- .01
----------- ----------- ----------- -----------
Net income per Class A Unit ..................................... $ .53 $ .76 $ 1.55 $ 1.96
=========== =========== =========== ===========
INCOME PER CLASS A UNIT - DILUTED:
Income before cumulative effect of change in
accounting principle and extraordinary item ................... $ .52 $ .74 $ 1.73 $ 1.94
Cumulative effect of change in accounting
principle .................................................... -- -- (.23) (.05)
Extraordinary item .............................................. -- -- -- .01
----------- ----------- ----------- -----------
Net income per Class A Unit ..................................... $ .52 $ .74 $ 1.50 $ 1.90
=========== =========== =========== ===========
Page 20
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
9. COMPREHENSIVE INCOME
The following table sets forth the Company's comprehensive income:
(amounts in thousands) For The Three Months For The Nine Months
Ended September 30, Ended September 30,
----------------------------- ----------------------------
2002 2001 2002 2001
------------- ------------ ------------ -----------
Net income applicable to Class A units .................. $ 68,277 $ 72,136 $ 195,648 $ 183,901
Adjustment to record cumulative effect
of change in accounting principle .................... -- -- -- 4,110
Other comprehensive income (loss) ....................... 37,124(1) (6,694) 27,423(1) 2,356
------------- ------------ ------------ -----------
Comprehensive income .................................... $ 105,401 $ 65,442 $ 223,071 $ 190,367
============= ============ ============ ===========
- ----------
(1) Includes $37,293 resulting from the Company's valuation of interest
rate swap agreements at September 30, 2002, in accordance with
Statement of Financial Accounting Standards No. 133 - "Accounting for
Derivative Instruments and Hedging Activities", as amended.
10. COMMITMENTS AND CONTINGENCIES
At September 30, 2002, the Company's $1,000,000,000 revolving credit
facility had a zero balance, and the Company utilized $9,112,000 of availability
under the facility for letters of credit and guarantees, in addition to
$7,500,000 of other letters of credit outstanding.
In conjunction with the closing of Alexander's Lexington Avenue
construction loan on July 3, 2002, the Company agreed to guarantee, among other
things, the lien free, timely completion of the construction of the project and
funding of all project costs in excess of a stated budget, as defined in the
loan agreement, if not funded by Alexander's (see note 5 - Investments in and
Advances to Partially-Owned Entities).
Each of the Company's properties has been subjected to varying degrees of
environmental assessment at various times. The environmental assessments did not
reveal any material environmental contamination. However, there can be no
assurance that the identification of new areas of contamination, changes in the
extent or known scope of contamination, the discovery of additional sites, or
changes in cleanup requirements would not result in significant costs to the
Company.
The Company carries comprehensive liability and all risk property insurance
(fire, flood, extended coverage and rental loss insurance) with respect to its
assets. The Company's all risk insurance policies in effect before September 11,
2001 do not expressly exclude coverage for hostile acts, except for acts of war.
Since September 11, 2001, insurance companies have for the most part excluded
terrorist acts from coverage in all risk policies. The Company has generally
been unable to obtain all risk insurance which includes coverage for terrorist
acts for policies it has renewed since September 11, 2001, for each of its
businesses. In 2002, the Company obtained $200,000,000 of separate coverage for
terrorist acts for each of its New York City Office, Washington, D.C. Office,
Retail and Merchandise Mart businesses and $60,000,000 for its Temperature
Controlled Logistics business. Therefore, the Company is at risk for financial
loss in excess of these limits for terrorist acts (as defined), which loss could
be material.
Page 21
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
10. COMMITMENTS AND CONTINGENCIES - CONTINUED
The Company's debt instruments, consisting of mortgage loans secured by its
properties (which are generally non-recourse to the Company), its senior
unsecured notes due 2007 and its revolving credit agreement, contain customary
covenants requiring the Company to maintain insurance. There can be no assurance
that the lenders under these instruments will not take the position that an
exclusion from all risk insurance coverage for losses due to terrorist acts is a
breach of these debt instruments that allows the lenders to declare an event of
default and accelerate repayment of debt. The Company has received
correspondence from four lenders regarding terrorism insurance coverage, which
the Company has responded to. If lenders insist on coverage for these risks, it
could adversely affect the Company's ability to finance and/or refinance its
properties and to expand its portfolio.
From time to time, the Company has disposed of substantial amounts of real
estate to third parties for which, as to certain properties, it remains
contingently liable for rent payments or mortgage indebtedness.
There are various legal actions against the Company 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 flow.
Page 22
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
11. SEGMENT INFORMATION
The Company has four business segments: Office, Retail, Merchandise Mart
and Temperature Controlled Logistics, whose operating results are as follows.
For The Three Months Ended September 30,
------------------------------------------------------------------------
(amounts in thousands) 2002
------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(2)
--------- --------- --------- ----------- ----------- ---------
Rentals ............................. $ 310,515 $ 217,915 $ 29,827 $ 48,509 $ -- $ 14,264
Expense reimbursements .............. 44,407 27,160 13,246 2,742 -- 1,259
Other income ........................ 6,286 4,548 450 1,496 -- (208)
--------- --------- --------- --------- --------- ---------
Total revenues ...................... 361,208 249,623 43,523 52,747 -- 15,315
--------- --------- --------- --------- --------- ---------
Operating expenses .................. 145,237 92,824 16,822 23,400 -- 12,191
Depreciation and amortization ....... 52,011 37,514 3,384 6,920 -- 4,193
General and administrative .......... 27,352 8,899 814 5,593 -- 12,046
Amortization of officer's deferred
compensation expense .............. 6,875 -- -- -- -- 6,875
--------- --------- --------- --------- --------- ---------
Total expenses ...................... 231,475 139,237 21,020 35,913 -- 35,305
--------- --------- --------- --------- --------- ---------
Operating income .................... 129,733 110,386 22,503 16,834 -- (19,990)
Income applicable to Alexander's .... 12,554 -- -- -- -- 12,554
Income from partially-owned entities. 6,692 598 (734) (75) (605)(5) 7,508
Interest and other investment income. 6,407 1,202 88 147 -- 4,970
Interest and debt expense ........... (61,354) (35,501) (14,082) (4,516) -- (7,255)
Net gain on disposition of wholly-
owned and partially-owned assets .. 4,503 -- -- 281 -- 4,222
Minority interest ................... (403) (787) -- 246 -- 138
--------- --------- --------- --------- --------- ---------
Income before cumulative effect of
change in accounting principle and
extraordinary item ................ 98,132 75,898 7,775 12,917 (605) 2,147
Cumulative effect of change in
accounting principle .............. -- -- -- -- -- --
Extraordinary item .................. -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net income .......................... 98,132 75,898 7,775 12,917 (605) 2,147
Cumulative effect of change in
accounting principle .............. -- -- -- -- -- --
Extraordinary item .................. -- -- -- -- -- --
Minority interest ................... 403 787 -- (246) -- (138)
Net gain on disposition of wholly-
owned and partially-owned assets .. -- -- -- -- -- --
Interest and debt expense(3) ........ 78,042 36,010 14,578 4,516 6,533 16,405
Depreciation and amortization(3) .... 64,151 37,945 4,126 6,920 8,389 6,771
Straight-lining of rents(3) ......... (8,226) (6,802) 216 (1,046) -- (594)
Other ............................... (4,403) (973) -- -- -- (3,430)(4)
--------- --------- --------- --------- --------- ---------
EBITDA(1) ........................... $ 228,099 $ 142,865 $ 26,695 $ 23,061 $ 14,317 $ 21,161
========= ========= ========= ========= ========= =========
For The Three Months Ended September 30,
------------------------------------------------------------------------
(amounts in thousands) 2001
------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(2)
--------- --------- --------- ----------- ----------- ---------
Rentals ............................. $ 211,541 $ 117,455 $ 30,501 $ 48,394 $ -- $ 15,191
Expense reimbursements .............. 36,216 21,548 11,417 2,335 -- 916
Other income ........................ 2,508 977 562 905 -- 64
--------- --------- --------- --------- --------- ---------
Total revenues ...................... 250,265 139,980 42,480 51,634 -- 16,171
--------- --------- --------- --------- --------- ---------
Operating expenses .................. 102,222 57,410 13,674 19,633 -- 11,505
Depreciation and amortization ....... 29,275 16,851 3,357 5,750 -- 3,317
General and administrative .......... 15,043 2,857 1,003 4,041 -- 7,142
Amortization of officer's deferred
compensation expense .............. -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total expenses ...................... 146,540 77,118 18,034 29,424 -- 21,964
--------- --------- --------- --------- --------- ---------
Operating income .................... 103,725 62,862 24,446 22,210 -- (5,793)
Income applicable to Alexander's .... 4,442 -- -- -- -- 4,442
Income from partially-owned entities. 18,856 7,629 617 110 3,240(5) 7,260
Interest and other investment income. 14,584 1,571 104 400 -- 12,509
Interest and debt expense ........... (43,054) (13,049) (13,016) (7,880) -- (9,109)
Net gain on disposition of wholly-
owned and partially-owned assets... 6,495 -- -- -- -- 6,495
Minority interest ................... (723) (723) -- -- -- --
--------- --------- --------- --------- --------- ---------
Income before cumulative effect of
change in accounting principle and
extraordinary item ................ 104,325 58,290 12,151 14,840 3,240 15,804
Cumulative effect of change in
accounting principle .............. -- -- -- -- -- --
Extraordinary item .................. -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net income .......................... 104,325 58,290 12,151 14,840 3,240 15,804
Cumulative effect of change in
accounting principle .............. -- -- -- -- -- --
Extraordinary item .................. -- -- -- -- -- --
Minority interest ................... 723 723 -- -- -- --
Net gain on disposition of wholly-
owned and partially-owned assets... -- -- -- -- -- --
Interest and debt expense(3) ........ 65,772 22,960 13,680 7,880 6,712 14,540
Depreciation and amortization(3) .... 42,637 21,466 4,523 5,750 8,400 2,498
Straight-lining of rents(3) ......... (8,600) (6,242) (449) (1,483) -- (426)
Other ............................... (1,329) (1,571) (1,002) -- 41 1,203
--------- --------- --------- --------- --------- ---------
EBITDA(1) ........................... $ 203,528 $ 95,626 $ 28,903 $ 26,987 $ 18,393 $ 33,619
========= ========= ========= ========= ========= =========
- ----------
See footnotes on page 25.
Page 23
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
11. SEGMENT INFORMATION- CONTINUED
For The Nine Months Ended September 30,
------------------------------------------------------------------------
(amounts in thousands) 2002
------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(2)
--------- --------- --------- ----------- ----------- ---------
Rentals .............................. $ 922,144 $ 645,489 $ 87,819 $ 148,387 $ -- $ 40,449
Expense reimbursements ............... 118,526 68,516 37,063 9,957 -- 2,990
Other income ......................... 20,109 14,621 1,055 4,133 -- 300
--------- --------- --------- --------- --------- ---------
Total revenues ....................... 1,060,779 728,626 125,937 162,477 -- 43,739
--------- --------- --------- --------- --------- ---------
Operating expenses ................... 398,950 255,452 44,490 65,980 -- 33,028
Depreciation and amortization ........ 149,162 105,765 10,310 20,688 -- 12,399
General and administrative ........... 74,578 27,409 3,180 15,298 -- 28,691
Costs of acquisitions not consummated -- -- -- -- -- --
Amortization of officer's deferred
compensation expense ............... 20,625 -- -- -- -- 20,625
--------- --------- --------- --------- --------- ---------
Total expenses ....................... 643,315 388,626 57,980 101,966 -- 94,743
--------- --------- --------- --------- --------- ---------
Operating income ..................... 417,464 340,000 67,957 60,511 -- (51,004)
Income applicable to Alexander's ..... 22,609 -- -- -- -- 22,609
Income from partially-owned entities . 30,304 1,874 (803) (62) 5,787(5) 23,508
Interest and other investment income . 25,984 5,071 245 425 -- 20,243
Interest and debt expense ............ (179,491) (105,011) (41,793) (18,386) -- (14,301)
Net gain on disposition of wholly-
owned and partially-owned assets ... 1,053 -- -- 2,156 -- (1,103)
Minority interest .................... (1,946) (2,573) -- 373 -- 254
--------- --------- --------- --------- --------- ---------
Income before cumulative effect of
change in accounting principle and
extraordinary item ................. 315,977 239,361 25,606 45,017 5,787 206
Cumulative effect of change in
accounting principle ............... (30,129) -- -- -- (15,490) (14,639)
Extraordinary item ................... -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net income ........................... 285,848 239,361 25,606 45,017 (9,703) (14,433)
Cumulative effect of change in
accounting principle ............... 30,129 -- -- -- 15,490 14,639
Extraordinary item ................... -- -- -- -- -- --
Minority interest .................... 1,946 2,573 -- (373) -- (254)
Net gain on disposition of wholly-
owned and partially-owned assets ... -- -- -- -- -- --
Interest and debt expense(3) ......... 228,534 106,529 43,559 18,386 19,394 40,666
Depreciation and amortization(3) ..... 187,086 107,116 11,873 20,688 25,642 21,767
Straight-lining of rents(3) .......... (26,489) (21,504) (639) (2,837) -- (1,509)
Other ................................ (4,328) (3,400) 860 (123) 1,376 (3,041)(4)
--------- --------- --------- --------- --------- ---------
EBITDA(1) ............................ $ 702,726 $ 430,675 $ 81,259 $ 80,758 $ 52,199 $ 57,835
========= ========= ========= ========= ========= =========
For The Nine Months Ended September 30,
------------------------------------------------------------------------
(amounts in thousands) 2001
------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(2)
--------- --------- --------- ----------- ----------- ---------
Rentals .............................. $ 628,511 $ 345,575 $ 87,402 $ 145,517 $ -- $ 50,017
Expense reimbursements ............... 102,851 56,509 34,923 10,166 -- 1,253
Other income ......................... 7,588 2,362 1,467 2,442 -- 1,317
--------- --------- --------- --------- --------- ---------
Total revenues ....................... 738,950 404,446 123,792 158,125 -- 52,587
--------- --------- --------- --------- --------- ---------
Operating expenses ................... 299,436 164,855 41,528 62,427 -- 30,626
Depreciation and amortization ........ 91,226 52,795 10,364 18,256 -- 9,811
General and administrative ........... 51,706 8,864 2,405 13,286 -- 27,151
Costs of acquisitions not consummated 5,000 -- -- -- -- 5,000
Amortization of officer's deferred
compensation expense ............... -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total expenses ....................... 447,368 226,514 54,297 93,969 -- 72,588
--------- --------- --------- --------- --------- ---------
Operating income ..................... 291,582 177,932 69,495 64,156 -- (20,001)
Income applicable to Alexander's ..... 21,422 -- -- -- -- 21,422
Income from partially-owned entities . 62,074 24,689 3,009 219 12,909(5) 21,248
Interest and other investment income . 43,931 5,766 520 1,777 -- 35,868
Interest and debt expense ............ (136,443) (44,063) (41,429) (25,866) -- (25,085)
Net gain on disposition of wholly-
owned and partially-owned assets ... 3,706 12,445 3,050 -- -- (11,789)
Minority interest .................... (1,491) (1,491) -- -- -- --
--------- --------- --------- --------- --------- ---------
Income before cumulative effect of
change in accounting principle and
extraordinary item ................. 284,781 175,278 34,645 40,286 12,909 21,663
Cumulative effect of change in
accounting principle ............... (4,110) -- -- -- -- (4,110)
Extraordinary item ................... 1,170 -- -- -- -- 1,170
--------- --------- --------- --------- --------- ---------
Net income ........................... 281,841 175,278 34,645 40,286 12,909 18,723
Cumulative effect of change in
accounting principle ............... 4,110 -- -- -- -- 4,110
Extraordinary item ................... (1,170) -- -- -- -- (1,170)
Minority interest .................... 1,491 1,491 -- -- -- --
Net gain on disposition of wholly-
owned and partially-owned assets ... (15,495) (12,445) (3,050) -- -- --
Interest and debt expense(3) ......... 206,177 75,266 43,377 25,866 20,198 41,470
Depreciation and amortization(3) ..... 136,473 67,102 13,862 18,256 25,211 12,042
Straight-lining of rents(3) .......... (22,676) (16,247) (1,144) (3,871) -- (1,414)
Other ................................ (8,889) (3,791) (2,337) -- 222 (2,983)(4)
--------- --------- --------- --------- --------- ---------
EBITDA(1) ............................ $ 581,862 $ 286,654 $ 85,353 $ 80,537 $ 58,540 $ 70,778
========= ========= ========= ========= ========= =========
- ----------
See footnotes on page 25.
Page 24
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
11. SEGMENT INFORMATION- CONTINUED
Notes to EBITDA by segment information:
(1) EBITDA represents income before interest, taxes, depreciation and
amortization, extraordinary or non-recurring items, gains or losses on
sales of depreciable real estate, the effect of straight-lining of
property rentals for rent escalations and minority interest. Management
considers EBITDA a supplemental measure for making decisions and
assessing the performance of its segments. EBITDA should not be
considered a substitute for net income as a measure of operating
performance or a substitute for cash flow as a measure of liquidity.
EBITDA may not be comparable to similarly titled measures employed by
other companies.
(2) Other EBITDA is comprised of:
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
------------------------ ------------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Hotel Pennsylvania(A) .......................... $ 1,715 $ 2,886 $ 4,621 $ 14,307
Newkirk Joint Ventures:
Equity in income of limited partnerships ..... 15,400 13,749 45,929 40,457
Interest and other income .................... 2,200 1,343 6,671 4,545
Alexander's .................................... 11,783 6,892 26,549 21,430
Investment income and other(B) ................. 4,077 8,934 21,963 32,046
Unallocated general and administrative
expenses ..................................... (10,436)(C) (6,680) (24,985)(C) (25,218)
Amortization of Officer's deferred compensation
expense ...................................... (6,875) -- (20,625) --
Gain on transfer of mortgages .................. 2,096 -- 2,096 --
Net gain on sale of air rights ................. 2,126 -- 2,126 --
Palisades(D) ................................... (925) -- (1,185) --
Loss on Primestone foreclosure ................. -- -- (17,671) --
Net gain on sale of marketable equity securities -- -- 12,346 --
After-tax net gain on sale of Park Laurel
condominium units ............................ -- 13,869 -- 13,869
Costs of acquisitions not consummated .......... -- -- -- (5,000)
Write-off of net investment in Russian Tea Room
("RTR") ...................................... -- (7,374) -- (7,374)
Write-off of investments in technology
companies .................................... -- -- -- (18,284)
--------- --------- --------- ---------
Total .................................... $ 21,161 $ 33,619 $ 57,835 $ 70,778
========= ========= ========= =========
- ----------
(A) Average occupancy and REVPAR for the Hotel Pennsylvania were
69.4% and $56.07 for the three months ended September 30, 2002
compared to 65.5% and $71.69 for the prior year's quarter.
Average occupancy and REVPAR for the Hotel Pennsylvania were
61.7% and $53.50 for the nine months ended September 30, 2002
compared to 66.6% and $74.61 for the prior year's nine months.
(B) No income was recognized on the Company's loans to Primestone
and Vornado Operating Company for the three and nine months
ended September 30, 2002.
(C) Includes $2,229 for Primestone litigation costs.
(D) The development of the Palisades residential complex was
substantially complete as of March 1, 2002. Accordingly, the
Company placed the property into service on March 1, 2002 and
discontinued the capitalization of interest and other property
specific costs. Operating results for the three months ended
September 30, 2002, include a charge of $533 based on a
retroactive increase in the real estate tax assessment of the
complex to January 1, 2002. As of September 30, 2002, the
property, which is now in the lease-up phase, is 45% occupied
(244 of the 538 total apartments have been leased).
(3) Interest and debt expense, depreciation and amortization and
straight-lining of rents included in the reconciliation of net income to
EBITDA reflects amounts which are netted in income from partially-owned
entities.
(4) Includes $3,430 and $6,298 representing the Company's share of
Alexander's gain on sale of its Third Avenue property on August 30, 2002
and its Fordham Road property on January 12, 2001.
(5) Excludes rent not recognized of $6,808 and $12,361 for the three and
nine months ended September 30, 2002 and $5,311 and $7,651 for the
three and nine months ended September 30, 2001.
Page 25
INDEPENDENT ACCOUNTANTS' REPORT
Partners
Vornado Realty L.P.
New York, New York
We have reviewed the accompanying condensed consolidated balance sheet of
Vornado Realty L.P. as of September 30, 2002, and the related condensed
consolidated statements of income 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 Realty L.P. as of December 31, 2001, and the related consolidated
statements of income, partners' capital, 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 7, 2002
Page 26
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 may cause actual results to differ materially from those
contemplated by the forward-looking statements include, but are not limited to,
those set forth in our Annual Report on Form 10-K for the year ended December
31, 2001 under "Forward-Looking Statements." For these statements, we claim
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
OVERVIEW
Management's Discussion and Analysis of Financial Condition and Results
of Operations includes a discussion of 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 financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ from
those estimates. A summary of the Company's significant accounting policies
is included in Note 2 - Summary of Significant Accounting Policies to the
consolidated financial statements in the Company's annual report on Form 10-K
for the year ended December 31, 2001.
Operating results for the three and nine months ended September 30, 2002,
reflect the Company's January 1, 2002 acquisition of the remaining 66% of
Charles E. Smith Commercial Realty L.P. ("CESCR") and the resulting
consolidation of CESCR's operations. See Supplemental Information beginning on
page 48 for Condensed Pro Forma Operating Results for the three and nine months
ended September 30, 2001 giving effect to the CESCR acquisition as if it had
occurred on January 1, 2001. Further, the Supplemental Information contains data
regarding (i) details of the changes by segment in EBITDA for the three months
ended September 30, 2002 compared to the three months ended June 30, 2002, (ii)
leasing activity and (iii) pro forma senior unsecured debt covenant compliance
ratios.
In comparing the financial results of the Company's segments on a quarterly
basis, the following should be noted:
- The third quarter financial results of the Office and Merchandise
Mart segments have historically been impacted by higher net utility
costs than in each other quarter of the year;
- The fourth quarter financial results of the Retail segment have
historically been higher than the first three quarters due to the
recognition of percentage rental income in that quarter; and
- The second and fourth quarter financial results of the Merchandise
Mart segment have historically been higher than the first and third
quarters due to major trade shows occurring in those quarters.
Page 27
CRITICAL ACCOUNTING POLICIES
In preparing the consolidated financial statements management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. 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 significant accounting policies included
in Note 2 to the consolidated financial statements in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001.
REAL ESTATE
Real estate is carried at cost, net of accumulated depreciation and
amortization. Maintenance and repairs are charged to operations as incurred.
Depreciation requires an estimate by management of the useful life of each
property as well as an allocation of the costs associated with a property to its
various components. If the Company does not allocate these costs appropriately
or incorrectly estimates the useful lives of its real estate, depreciation
expense may be misstated.
The Company's properties are reviewed for impairment if events or
circumstances indicate that the carrying amount of the asset may not be
recoverable. If the Company incorrectly estimates the value of the asset or the
undiscounted cash flows, the impairment charges may be different.
NOTES AND MORTGAGE LOANS RECEIVABLE
The Company evaluates the collectibility of both interest and principal of
each of its notes and mortgage loans receivable if circumstances warrant to
determine whether it is impaired. If the Company fails to identify that the
investee or borrower are unable to perform, the Company's bad debt expense may
be different.
PARTIALLY-OWNED ENTITIES
The Company has several investments in entities that are partially owned
and are accounted for under the equity method of accounting. To the extent that
the Company is deemed to control these entities, these entities would have to be
consolidated and therefore impact the balance sheet, operations and related
ratios. The ultimate realization of the investment in joint ventures is
dependent on a number of factors including the performance of the investee and
market conditions. If the Company determines that a decline in the value of its
investee is other than temporary, then an impairment charge would be recorded.
REVENUE RECOGNITION
Base rents, additional rents based on tenants' sales volume and
reimbursement of the tenants' share of certain operating expenses are generally
recognized when due from tenants. The straight-line basis is used to recognize
base rents under leases if they provide for varying rents over the lease terms.
Contingent rents are not recognized until realized. Before the Company can
recognize revenue, it is required to assess, among other things, its
collectibility. If the Company incorrectly determines the collectibility of its
revenue, its net income and assets could be overstated.
Page 28
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND
SEPTEMBER 30, 2001
Below is a summary of Net Income and EBITDA(1):
(amounts in thousands) Three Months Ended September 30, 2002
-------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(2)
--------- --------- --------- ----------- ----------- ---------
Rentals .............................. $ 310,515 $ 217,915 $ 29,827 $ 48,509 $ -- $ 14,264
Expense reimbursements ............... 44,407 27,160 13,246 2,742 -- 1,259
Other income ......................... 6,286 4,548 450 1,496 -- (208)
--------- --------- --------- --------- --------- ---------
Total revenues ....................... 361,208 249,623 43,523 52,747 -- 15,315
--------- --------- --------- --------- --------- ---------
Operating expenses ................... 145,237 92,824 16,822 23,400 -- 12,191
Depreciation and amortization ........ 52,011 37,514 3,384 6,920 -- 4,193
General and administrative ........... 27,352 8,899 814 5,593 -- 12,046
Amortization of officer's deferred
compensation expense ............... 6,875 -- -- -- -- 6,875
--------- --------- --------- --------- --------- ---------
Total expenses ....................... 231,475 139,237 21,020 35,913 -- 35,305
--------- --------- --------- --------- --------- ---------
Operating income ..................... 129,733 110,386 22,503 16,834 -- (19,990)
Income applicable to Alexander's ..... 12,554 -- -- -- -- 12,554
Income (loss) from partially-owned
entities ........................... 6,692 598 (734) (75) (605)(5) 7,508
Interest and other investment income . 6,407 1,202 88 147 -- 4,970
Interest and debt expense ............ (61,354) (35,501) (14,082) (4,516) -- (7,255)
Net gain on disposition of wholly-
owned and partially-owned assets ... 4,503 -- -- 281 -- 4,222
Minority interest .................... (403) (787) -- 246 -- 138
--------- --------- --------- --------- --------- ---------
Income before cumulative effect of
change in accounting principle and
extraordinary item ................. 98,132 75,898 7,775 12,917 (605) 2,147
Cumulative effect of change in
accounting principle ............... -- -- -- -- -- --
Extraordinary item ................... -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net income (loss) .................... 98,132 75,898 7,775 12,917 (605) 2,147
Cumulative effect of change in
accounting principle ............... -- -- -- -- -- --
Extraordinary item ................... -- -- -- -- -- --
Minority interest .................... 403 787 -- (246) -- (138)
Interest and debt expense(3) ......... 78,042 36,010 14,578 4,516 6,533 16,405
Depreciation and amortization(3) ..... 64,151 37,945 4,126 6,920 8,389 6,771
Straight-lining of rents(3) .......... (8,226) (6,802) 216 (1,046) -- (594)
Other ................................ (4,403) (973) -- -- -- (3,430)(4)
--------- --------- --------- --------- --------- ---------
EBITDA(1) ............................ $ 228,099 $ 142,865 $ 26,695 $ 23,061 $ 14,317 $ 21,161
========= ========= ========= ========= ========= =========
- ----------
See footnotes on page 31.
Page 29
(amounts in thousands) Three Months Ended September 30, 2001
-------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(2)
--------- --------- --------- ----------- ----------- ---------
Rentals .............................. $ 211,541 $ 117,455 $ 30,501 $ 48,394 $ -- $ 15,191
Expense reimbursements ............... 36,216 21,548 11,417 2,335 -- 916
Other income ......................... 2,508 977 562 905 -- 64
--------- --------- --------- --------- --------- ---------
Total revenues ....................... 250,265 139,980 42,480 51,634 -- 16,171
--------- --------- --------- --------- --------- ---------
Operating expenses ................... 102,222 57,410 13,674 19,633 -- 11,505
Depreciation and amortization ........ 29,275 16,851 3,357 5,750 -- 3,317
General and administrative ........... 15,043 2,857 1,003 4,041 -- 7,142
Costs of acquisitions not consummated -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total expenses ....................... 146,540 77,118 18,034 29,424 -- 21,964
--------- --------- --------- --------- --------- ---------
Operating income (loss) .............. 103,725 62,862 24,446 22,210 -- (5,793)
Income applicable to Alexander's ..... 4,442 -- -- -- -- 4,442
Income from partially-owned entities . 18,856 7,629 617 110 3,240(5) 7,260
Interest and other investment income . 14,584 1,571 104 400 -- 12,509
Interest and debt expense ............ (43,054) (13,049) (13,016) (7,880) -- (9,109)
Net gain on disposition of
wholly-owned and partially-owned
assets ............................. 6,495 -- -- -- -- 6,495
Minority interest .................... (723) (723) -- -- -- --
--------- --------- --------- --------- --------- ---------
Income before cumulative effect of
change in accounting principle and
extraordinary item ................. 104,325 58,290 12,151 14,840 3,240 15,804
Cumulative effect of change in
accounting principle ............... -- -- -- -- -- --
Extraordinary item ................... -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Net income ........................... 104,325 58,290 12,151 14,840 3,240 15,804
Minority interest .................... 723 723 -- -- -- --
Interest and debt expense(3) ......... 65,772 22,960 13,680 7,880 6,712 14,540
Depreciation and amortization(3) ..... 42,637 21,466 4,523 5,750 8,400 2,498
Straight-lining of rents(3) .......... (8,600) (6,242) (449) (1,483) -- (426)
Other ................................ (1,329) (1,571) (1,002) -- 41 1,203
--------- --------- --------- --------- --------- ---------
EBITDA(1) ............................ $ 203,528 $ 95,626 $ 28,903 $ 26,987 $ 18,393 $ 33,619
========= ========= ========= ========= ========= =========
- ----------
See footnotes on page 31.
Page 30
NOTES TO EBITDA BY SEGMENT TABLES:
(1) EBITDA represents income before interest, taxes, depreciation and
amortization, extraordinary or non-recurring items, gains or losses on
sales of depreciable real estate, the effect of straight-lining of property
rentals for rent escalations and minority interest. Management considers
EBITDA a supplemental measure for making decisions and assessing the
performance of its segments. EBITDA should not be considered a substitute
for net income as a measure of operating performance or a substitute for
cash flow as a measure of liquidity. EBITDA may not be comparable to
similarly titled measures employed by other companies.
(2) Other EBITDA is comprised of:
For the Three Months
(amounts in thousands) Ended September 30,
------------------------
2002 2001
--------- ---------
Hotel Pennsylvania(A) ..................................... $ 1,715 $ 2,886
Newkirk Joint Ventures:
Equity in income of limited partnerships ................ 15,400 13,749
Interest and other income ............................... 2,200 1,343
Alexander's ............................................... 11,783 6,892
Investment income and other(B) ............................ 4,077 8,934
Unallocated general and administrative expenses ........... (10,436)(C) (6,680)
Amortization of Officer's deferred compensation expense ... (6,875) --
Gain on transfer of mortgages ............................. 2,096 --
Net gain on sale of air rights ............................ 2,126 --
Palisades(D) .............................................. (925) --
After-tax net gain on sale of Park Laurel condominium units -- 13,869
Write-off of net investment in Russian Tea Room ("RTR") ... -- (7,374)
--------- ---------
Total ............................................ $ 21,161 $ 33,619
========= =========
- ----------
(A) Average occupancy and REVPAR for the Hotel Pennsylvania were
69.4% and $56.07 for the three months ended September 30, 2002
compared to 65.5% and $71.69 for the prior year's quarter.
(B) No income was recognized on the Company's loans to Primestone
and Vornado Operating Company for the three months ended
September 30, 2002.
(C) Includes $2,229 for Primestone litigation costs.
(D) The development of the Palisades residential complex was
substantially complete as of March 1, 2002. Accordingly, the
Company placed the property into service on March 1, 2002 and
discontinued the capitalization of interest and other property
specific costs. Operating results for the three months ended
September 30, 2002, include a charge of $533 based on a
retroactive increase in the real estate tax assessment of the
complex to January 1, 2002. As of September 30, 2002, the
property, which is now in the lease-up phase, is 45% occupied
(244 of the 538 total apartments have been leased).
(3) Interest and debt expense, depreciation and amortization and
straight-lining of rents included in the reconciliation of net income to
EBITDA reflects amounts which are netted in income from partially-owned
entities.
(4) Includes $3,430 representing the Company's share of Alexander's gain on
sale of its Third Avenue property on August 30, 2002.
(5) Excludes rent not recognized of $6,808 and $5,311 for the three months
ended September 30, 2002 and 2001.
Page 31
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
Below are the details of the changes by segment in EBITDA.
Temperature
Merchandise Controlled
(amounts in thousands) Total Office Retail Mart Logistics Other
---------- ---------- ---------- ------------ ----------- ----------
Three months ended September 30,
2001............................ $ 203,528 $ 95,626 $ 28,903 $ 26,987 $ 18,393 $ 33,619
2002 Operations:
Same store operations(1)........ (2,126) 2,368 (368) (406)(3) (4,076)(4) 356
Acquisitions, dispositions and
non-recurring income and
expenses...................... 26,697 44,871 (1,840)(5) (3,520)(6) -- (12,814)(7)
---------- ---------- ---------- ------------ ----------- ----------
Three months ended September 30,
2002............................ $ 228,099 $ 142,865(2) $ 26,695 $ 23,061 $ 14,317 $ 21,161
========== ========== ========== ============ =========== ==========
% increase (decrease) in same
store operations............... (1.0)% 2.5%(2) (1.3)% (1.5)%(3) (22.2)%(4) 1.1%
- ----------
(1) Represents operations which were owned for the same period in each year
and excludes non-recurring income and expenses.
(2) EBITDA and the same store percentage increase was $75,307 and 2.6% for the
New York City office portfolio and $67,558 and 1.9% for the CESCR
portfolio.
(3) The net of a $1,300 (4.5%) same store increase in the core portfolio and a
$1,706 decline at the LA Mart as a result of rent reductions and increased
marketing expenditures.
(4) The Company reflects its 60% share of the Vornado/Crescent Partnerships'
("the Landlord") equity in the rental income it receives from AmeriCold
Logistics, its tenant, which leases the underlying temperature controlled
warehouses used in its business. The Company's joint venture does not
recognize rental income unless earned and collection is assured or cash is
received. The Company did not recognize its share of the rent the joint
venture was due amounting to $6,808 for the three months ended September
30, 2002. The tenant has advised the Landlord that (i) its revenue for the
quarter ended September 30, 2002 from the warehouses it leases from the
Landlord, was higher than last year by .3%, and (ii) its gross profit
before rent at these warehouses for the corresponding period decreased by
$2,295 (a 6.0% decrease). The increase in revenue is primarily
attributable to higher occupancy rates, offset by a reduction in customer
inventory turns. The decrease in gross profit is primarily attributable to
higher insurance, workers' compensation and other costs. In addition, the
tenant's cash requirements for capital expenditures, debt service and a
non-recurring pension funding were $2,628 higher in the current quarter
than in the prior year's quarter, which impacted the ability of the tenant
to pay rent.
(5) EBITDA for the three months ended September 30, 2002 includes (i) losses
of $600 in connection with the Company's investment in the Starwood
Ceruzzi Joint Venture for properties placed into service on January 1,
2002 and (ii) a $402 payment of Puerto Rico taxes related to the prior
year. EBITDA for the three months ended September 30, 2001 included
non-recurring lease termination fees and real estate tax refunds
aggregating $500.
(6) EBITDA for the three months ended September 30, 2002, reflects (i) a
charge of $954 in connection with the termination of a contract and (ii) a
charge of $312 for the settlement of a 1998 utility assessment. EBITDA for
the three months ended September 30, 2001 includes income of $1,529
resulting from the reversal of real estate tax accruals.
(7) Reflects net non-recurring items included in EBITDA, see page 31, footnote
2 for details.
Page 32
REVENUES
The Company's revenues, which consist of property rentals, tenant expense
reimbursements, hotel revenues, trade shows revenues and other income, were
$361,208,000 for the three months ended September 30, 2002, compared to
$250,265,000 in the prior year's quarter, an increase of $110,943,000, of which
$104,906,000 resulted from the acquisition of the remaining 66% of CESCR and the
resulting consolidation of its operations. Below are the details of the increase
(decrease) by segment:
(amounts in thousands)
Date of Merchandise
Acquisition Total Office Retail Mart Other
------------ --------- --------- --------- ----------- ---------
Property rentals:
Acquisitions:
CESCR (effect of acquisition
of 66% and consolidation vs.
equity method accounting
for 34%) ..................... January 2002 $ 96,887 $ 96,887 $ -- $ -- $ --
Palisades ..................... March 2002 1,209 -- -- -- 1,209
715 Lexington Avenue .......... July 2001 38 38 -- -- --
Hotel activity .................. (2,402)(1) -- -- -- (2,402)(1)
Trade Shows activity ............ (597) -- -- (597) --
Leasing activity ................ 3,839 3,535 (674) 712 266
--------- --------- --------- --------- ---------
Total increase (decrease) in
property rentals .............. 98,974 100,460 (674) 115 (927)
--------- --------- --------- --------- ---------
Tenant expense reimbursements:
Increase due to acquisitions .... 4,074 4,074 -- -- --
Other ........................... 4,117 1,538 1,829 407 343
--------- --------- --------- --------- ---------
Total increase in tenant
expense reimbursements ........ 8,191 5,612 1,829 407 343
--------- --------- --------- --------- ---------
Other Income:
Increase due to acquisitions .... 3,945 3,945 -- -- --
Other ........................... (167) (374) (112) 591 (272)
--------- --------- --------- --------- ---------
Total increase (decrease) in
other income .................. 3,778 3,571 (112) 591 (272)
--------- --------- --------- --------- ---------
Total increase (decrease) in
revenues ...................... $ 110,943 $ 109,643 $ 1,043 $ 1,113 $ (856)
========= ========= ========= ========= =========
- ----------
(1) Average occupancy and REVPAR for the Hotel Pennsylvania were 69.4% and
$56.07 for the three months ended September 30, 2002 compared to 65.5% and
$71.69 for the prior year's quarter.
See supplemental information beginning on page 48, including leasing activity
on page 49 for further information.
Page 33
EXPENSES
The Company's expenses were $231,475,000 for the three months ended
September 30, 2002, compared to $146,540,000 in the prior year's quarter, an
increase of $84,935,000 of which $52,193,000 resulted from the acquisition of
the remaining 66% of CESCR and the resulting consolidation of its operations.
Below are the details of the increase by segment:
Merchandise
(amounts in thousands) Total Office Retail Mart Other
------------ ------------ ---------- ------------ ------------
Operating:
Acquisitions:
CESCR (effect of acquisition of 66% and
consolidation vs. equity method accounting
for 34%) ..................................... $ 30,390 $ 30,390 $ -- $ -- $ --
Palisades ..................................... 2,214 -- -- -- 2,214
715 Lexington Avenue .......................... 80 80 -- -- --
Hotel activity ................................ (208) -- -- -- (208)
Trade Shows activity .......................... (225) -- -- (225) --
Same store operations ......................... 10,764 4,944(1) 3,148(2) 3,992(3) (1,320)
------------ ------------ ---------- ------------ ------------
43,015 35,414 3,148 3,767 686
------------ ------------ ---------- ------------ ------------
Depreciation and amortization:
Acquisitions .................................. 17,307 16,441 -- -- 866
Same store operations ......................... 5,429 4,222 27 1,170 10
------------ ------------ ---------- ------------ ------------
22,736 20,663 27 1,170 876
------------ ------------ ---------- ------------ ------------
General and administrative:
Appreciation in value of Vornado shares and
other securities held in officers' deferred
compensation trust in the three months ended
September 30, 2001 ........................... 607 -- -- -- 607
Acquisitions ................................. 5,362 5,362 -- -- --
Other expenses ................................. 6,340 680 (189) 1,552(4) 4,297(5)
------------ ------------ ---------- ------------ ------------
Total increase (decrease) in general and
administrative ............................... 12,309 6,042 (189) 1,552 4,904
------------ ------------ ---------- ------------ ------------
Amortization of officer's deferred compensation
expense ....................................... 6,875 -- -- -- 6,875
------------ ------------ ---------- ------------ ------------
$ 84,935 $ 62,119 $ 2,986 $ 6,489 $ 13,341
============ ============ ========== ============ ============
- ----------
(1) Results primarily from (i) a $2,401 increase in insurance, security
and other costs in 2002, largely reimbursed by tenants, (ii) a $334
increase in repairs and maintenance and (iii) a $720 write-off of
deferred rents receivable in the current quarter.
(2) Results primarily from (i) increases in insurance costs which are
reimbursed by tenants, (ii) a $402 payment of Puerto Rico taxes
related to the prior year and (iii) lease termination fees and real
estate tax refunds netted against expenses in 2001, which aggregated
$500.
(3) Reflects (i) increased insurance costs of $709 in 2002, (ii) a charge
of $312 from the settlement of a 1998 utility assessment, and (iii)
the reversal of a $1,529 accrual of real estate taxes in 2001.
(4) Reflects a charge of $954 in connection with the termination of a
contract and the write-off of related deferred costs in 2002.
(5) Includes professional fees expensed of $2,229 in connection with the
Primestone litigation in 2002.
INCOME APPLICABLE TO ALEXANDER'S
Income applicable to Alexander's (loan interest income, management,
leasing, development and commitment fees, and equity in income) was $12,554,000
in the three months ended September 30, 2002, compared to $4,442,000 in the
prior year's quarter, an increase of $8,112,000. This increase resulted from (i)
Alexander's reversal of stock appreciation rights compensation expense of which
the Company's share is $1,402,000, (ii) $3,431,000 from the Company's share of
Alexander's gain on sale of its Third Avenue property on August 30, 2002, and
(iii) $2,955,000 from development and commitment fees in connection with
Alexander's Lexington Avenue development project.
Page 34
INCOME FROM PARTIALLY-OWNED ENTITIES
In accordance with accounting principles generally accepted in the United
States of America, the Company reflects the income it receives from (i) entities
it owns less than 50% of and (ii) entities it owns more than 50% of, but which
have a partner who exercises significant control, on the equity method of
accounting resulting in such income appearing on one line in the Company's
consolidated statements of income. Below is the detail of income from
partially-owned entities by investment as well as the increase (decrease) in
income of partially-owned entities for the three months ended September 30, 2002
as compared to the prior year's quarter:
Temperature Newkirk
Controlled Joint Las Catalinas
(amounts in thousands) Total CESCR(1) Logistics Venture Mall(2)
----------- ----------- ----------- ----------- -------------
SEPTEMBER 30, 2002:
Revenues .................. $ 114,209 $ 23,627 $ 73,917 $ 3,342
Expenses:
Operating, general and
administrative ........ (10,595) (1,692) (1,439) (1,163)
Depreciation ............ (26,058) (14,454) (8,682) (450)
Interest expense ........ (44,440) (10,451) (30,021) (1,124)
Other, net .............. (2,828) (572) (1,212) (802)
----------- ----------- ----------- -----------
Net income/(loss) ......... $ 30,288 $ (3,542) $ 32,563 $ (197)
=========== =========== =========== ===========
Vornado's interest ........ 60% 21% 50%
Equity in net income ...... $ 4,259 $ (2,125) $ 6,987 $ (86)(2)
Interest and other income . 913 -- 913 --
Fee income ................ 1,520 1,520 -- --
----------- ----------- ----------- -----------
Income from partially-owned
entities ................. $ 6,692 $ --(1) $ (605) $ 7,900 $ (86)
=========== =========== =========== =========== ===========
SEPTEMBER 30, 2001:
Revenues .................. $ 203,609 $ 108,681 $ 29,574 $ 52,155 $ 3,602
Expenses:
Operating, general and
administrative ........ (56,528) (48,518) (1,833) (1,126) (808)
Depreciation ............ (35,580) (12,285) (14,775) (6,641) (502)
Interest expense ........ (61,230) (26,805) (11,415) (20,141) (1,319)
Other, net .............. (1,223) 156 704 (2,130) --
----------- ----------- ----------- ----------- -----------
Net income/(loss) ......... $ 49,048 $ 21,229 $ 2,255 $ 22,117 $ 973
=========== =========== =========== =========== ===========
Vornado's interest ........ 34% 60% 30% 50%
Equity in net income ...... $ 15,696 $ 7,218 $ 1,353 $ 6,635 $ 505
Interest and other income.. 1,637 -- 364 1,273 --
Fee income ................ 1,523 -- 1,523 -- --
----------- ----------- ----------- ----------- -----------
Income from partially-owned
entities ................ $ 18,856 $ 7,218 $ 3,240 $ 7,908 $ 505
=========== =========== =========== =========== ===========
(DECREASE) INCREASE IN
INCOME FROM PARTIALLY-OWNED
ENTITIES ................. $ (12,164) $ (7,218)(1) $ (3,845) $ (8) $ (591)(2)
=========== =========== =========== =========== ===========
Starwood
Ceruzzi Partially-
Joint Owned Office
(amounts in thousands) Venture Buildings Other
----------- ------------ -----------
SEPTEMBER 30, 2002:
Revenues .................. $ 289 $ 13,034
Expenses:
Operating, general and
administrative ........ (509) (5,792)
Depreciation ............ (329) (2,143)
Interest expense ........ -- (2,844)
Other, net .............. (262) 20
----------- -----------
Net income/(loss) ......... $ (811) $ 2,275
=========== ===========
Vornado's interest ........ 80% 26%
Equity in net income ...... $ (648) $ 598 $ (467)
Interest and other income . -- -- --
Fee income ................ -- -- --
----------- ----------- -----------
Income from partially-owned
entities ................. $ (648) $ 598 $ (467)
=========== =========== ===========
SEPTEMBER 30, 2001:
Revenues .................. $ 401 $ 9,196
Expenses:
Operating, general and
administrative ........ (94) (4,149)
Depreciation ............ (168) (1,209)
Interest expense ........ -- (1,550)
Other, net .............. 1 46
----------- -----------
Net income/(loss) ......... $ 140 $ 2,334
=========== ===========
Vornado's interest ........ 80% 18%
Equity in net income ...... $ 112 $ 411 $ (538)
Interest and other income.. -- -- --
Fee income ................ -- -- --
----------- ----------- -----------
Income from partially-owned
entities ................ $ 112 $ 411 $ (538)
=========== =========== ===========
(DECREASE) INCREASE IN
INCOME FROM PARTIALLY-OWNED
ENTITIES ................. $ (760) $ 187 $ 71
=========== =========== ===========
- ----------
(1) On January 1, 2002, the Company acquired the remaining 66% of CESCR it did
not previously own. Accordingly, CESCR is consolidated as of January 1,
2002.
(2) On September 23, 2002, the Company acquired the remaining 50% of the Mall
and the 25% of Kmart's anchor store that it did not previously own.
Accordingly, Las Catalinas is consolidated as of September 30, 2002.
Page 35
INTEREST AND OTHER INVESTMENT INCOME
Interest and other investment income (interest income on mortgage loans
receivable, other interest income, and dividend income) was $6,407,000 for the
three months ended September 30, 2002, compared to $14,584,000 in the prior
year's quarter, a decrease of $8,177,000. Of this decrease (i) $3,382,000
resulted from the lower yield on the investment of the proceeds received from
the repayment of the Company's loan to NorthStar Partnership, L.P. in May 2002,
(ii) $3,316,000 resulted from the loss of interest income on the Company's
foreclosed loans to Primestone, (iii) $645,000 resulted from not recognizing
interest on the loan to Vornado Operating Company (see "Liquidity and Capital
Resources - Vornado Operating Company") and (iv) $834,000 resulted from lower
yields on other investments.
INTEREST AND DEBT EXPENSE
Interest and debt expense was $61,354,000 for the three months ended
September 30, 2002, compared to $43,054,000 in the prior year's quarter, an
increase of $18,300,000. This increase was primarily comprised of (i)
$25,575,000 from the acquisition of the remaining 66% of CESCR and the resulting
consolidation of its operations, partially offset by (ii) a $5,795,000 savings
from a 175 basis point reduction in weighted average interest rates of the
Company's variable rate debt and (iii) lower average outstanding debt balances.
NET GAIN ON DISPOSITION OF WHOLLY-OWNED AND PARTIALLY-OWNED ASSETS
The following table sets forth the details of net gain on disposition of
wholly-owned and partially-owned assets for the three months ended September 30,
2002 and 2001:
For the Three Months Ended
(amounts in thousands) September 30,
--------------------------
2002 2001
----------- ----------
Wholly-owned Assets:
Gain on transfer of mortgages...................................... $ 2,096 $ --
Net gain on sale of air rights..................................... 2,126 --
Gain on sale of Kinzie Park condominiums units..................... 281 --
Partially-owned Assets:
After-tax net gain on sale of Park Laurel condominium units........ -- 13,869
Write-off of net investment in Russian Tea Room.................... -- (7,374)
----------- ----------
$ 4,503 $ 6,495
=========== ==========
INVESTMENT IN PRIMESTONE
On September 28, 2000, the Company made a $62,000,000 loan to Primestone
Investment Partners, L.P. ("Primestone"). The Company received a 1% up-front fee
and was entitled to receive certain other fees aggregating approximately 3% upon
repayment of the loan. The loan bore interest at 16% per annum. Primestone
defaulted on the repayment of this loan on October 25, 2001. The loan was
subordinate to $37,957,000 of other debt of the borrower. On October 31, 2001,
the Company purchased the other debt for its face amount. The loans were secured
by 7,944,893 partnership units in Prime Group Realty, L.P., the operating
partnership of Prime Group Realty Trust (NYSE:PGE) and the partnership units are
exchangeable for the same number of common shares of PGE. The loans are also
guaranteed by affiliates of Primestone.
Page 36
On November 19, 2001, the Company sold, pursuant to a participation
agreement with a subsidiary of Cadim inc., a Canadian pension fund, a 50%
participation in both loans at par for approximately $50,000,000 reducing the
Company's net investment in the loans at December 31, 2001 to $56,768,000
including unpaid interest and fees of $6,790,000.
On April 30, 2002, the Company and Cadim acquired the 7,944,893 partnership
units at a foreclosure auction. The price paid for the units by application of a
portion of Primestone's indebtedness to the Company and Cadim was $8.35 per
unit, the April 30, 2002 closing price of shares of PGE on the New York Stock
Exchange. On June 28, 2002, pursuant to the terms of the participation
agreement, the Company transferred 3,972,447 of the partnership units to Cadim.
In the second quarter, in accordance with foreclosure accounting, the
Company recorded a loss on the Primestone foreclosure of $17,671,000 calculated
based on (i) the acquisition price of the units and (ii) its valuation of the
amounts realizable under the guarantees by affiliates of Primestone, as compared
with the net carrying amount of the investment at April 30, 2002.
At September 30, 2002, the Company's carrying amount of the investment was
$39,485,000, of which $33,170,000 represents the carrying amount of the
3,972,447 partnership units owned by the Company ($8.35 per unit), $7,100,000
represents the amount expected to be realized under the guarantees, offset by
$785,000 representing the Company's share of Prime Group Realty's net loss
through June 30, 2002 (see Note 5. Investments in and Advances to
Partially-Owned Entities). In the three months ended September 30, 2002, the
Company expensed legal fees of $2,229,000 in connection with the ongoing
Primestone litigation and the Company's effort to realize the guarantees.
At October 28, 2002, the closing price of PGE shares on the New York Stock
Exchange was $4.49 per share. The ultimate realization of the Company's
investment will depend upon the future performance of the Chicago real estate
market and the performance of PGE, as well as the ultimate realizable value of
the net assets supporting the guarantees and the Company's ability to collect
under the guarantees. In addition, the Company will continue to monitor this
investment to determine whether additional write-downs are required based on (i)
declines in value of the shares of PGE (for which the partnership units are
exchangeable) which are "other than temporary" as used in accounting literature
and (ii) the realizable value of the guarantees.
Page 37
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
Below is a summary of Net income and EBITDA(1):
(amounts in thousands) Nine Months Ended September 30, 2002
--------------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(2)
----------- ----------- ----------- ----------- ----------- ---------
Rentals....................................... $ 922,144 $ 645,489 $ 87,819 $ 148,387 $ -- $ 40,449
Expense reimbursements........................ 118,526 68,516 37,063 9,957 -- 2,990
Other income.................................. 20,109 14,621 1,055 4,133 -- 300
----------- ----------- ----------- ----------- ----------- ---------
Total revenues................................ 1,060,779 728,626 125,937 162,477 -- 43,739
----------- ----------- ----------- ----------- ----------- ---------
Operating expenses............................ 398,950 255,452 44,490 65,980 -- 33,028
Depreciation and amortization................. 149,162 105,765 10,310 20,688 -- 12,399
General and administrative.................... 74,578 27,409 3,180 15,298 -- 28,691
Amortization of officer's deferred
compensation expense........................ 20,625 -- -- -- -- 20,625
----------- ----------- ----------- ----------- ----------- ---------
Total expenses................................ 643,315 388,626 57,980 101,966 -- 94,743
----------- ----------- ----------- ----------- ----------- ---------
Operating income.............................. 417,464 340,000 67,957 60,511 -- (51,004)
Income applicable to Alexander's.............. 22,609 -- -- -- -- 22,609
Income (loss) from partially-owned entities... 30,304 1,874 (803) (62) 5,787(5) 23,508
Interest and other investment income.......... 25,984 5,071 245 425 -- 20,243
Interest and debt expense..................... (179,491) (105,011) (41,793) (18,386) -- (14,301)
Net gain (loss) on disposition of wholly-owned
and partially-owned assets.................. 1,053 -- -- 2,156 -- (1,103)
Minority interest............................. (1,946) (2,573) -- 373 -- 254
----------- ----------- ----------- ----------- ----------- ---------
Income before cumulative effect of change in
accounting principle and extraordinary item. 315,977 239,361 25,606 45,017 5,787 206
Cumulative effect of change in accounting
principle................................... (30,129) -- -- -- (15,490) (14,639)
Extraordinary item............................ -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ---------
Net income (loss)............................. 285,848 239,361 25,606 45,017 (9,703) (14,433)
Cumulative effect of change in accounting
principle................................... 30,129 -- -- -- 15,490 14,639
Extraordinary item............................ -- -- -- -- -- --
Minority interest............................. 1,946 2,573 -- (373) -- (254)
Net gain on disposition of assets............. -- -- -- -- -- --
Interest and debt expense(3).................. 228,534 106,529 43,559 18,386 19,394 40,666
Depreciation and amortization(3).............. 187,086 107,116 11,873 20,688 25,642 21,767
Straight-lining of rents(3)................... (26,489) (21,504) (639) (2,837) -- (1,509)
Other......................................... (4,328) (3,400) 860 (123) 1,376 (3,041)(4)
----------- ----------- ----------- ----------- ----------- ---------
EBITDA(1)..................................... $ 702,726 $ 430,675 $ 81,259 $ 80,758 $ 52,199 $ 57,835
=========== =========== =========== =========== =========== =========
- ----------
See footnotes on page 40.
Page 38
(amounts in thousands) Nine Months Ended September 30, 2001
--------------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(2)
----------- ----------- ----------- ----------- ----------- ---------
Rentals....................................... $ 628,511 $ 345,575 $ 87,402 $ 145,517 $ -- $ 50,017
Expense reimbursements........................ 102,851 56,509 34,923 10,166 -- 1,253
Other income.................................. 7,588 2,362 1,467 2,442 -- 1,317
----------- ----------- ----------- ----------- ----------- ---------
Total revenues................................ 738,950 404,446 123,792 158,125 -- 52,587
----------- ----------- ----------- ----------- ----------- ---------
Operating expenses............................ 299,436 164,855 41,528 62,427 -- 30,626
Depreciation and amortization................. 91,226 52,795 10,364 18,256 -- 9,811
General and administrative.................... 51,706 8,864 2,405 13,286 -- 27,151
Costs of acquisitions not consummated......... 5,000 -- -- -- -- 5,000
----------- ----------- ----------- ----------- ----------- ---------
Total expenses................................ 447,368 226,514 54,297 93,969 -- 72,588
----------- ----------- ----------- ----------- ----------- ---------
Operating income (loss)....................... 291,582 177,932 69,495 64,156 -- (20,001)
Income applicable to Alexander's.............. 21,422 -- -- -- -- 21,422
Income from partially-owned entities.......... 62,074 24,689 3,009 219 12,909(5) 21,248
Interest and other investment income.......... 43,931 5,766 520 1,777 -- 35,868
Interest and debt expense..................... (136,443) (44,063) (41,429) (25,866) -- (25,085)
Net gain (loss) on disposition of wholly-owned
and partially-owned assets.................. 3,706 12,445 3,050 -- -- (11,789)
Minority interest............................. (1,491) (1,491) -- -- -- --
----------- ----------- ----------- ----------- ----------- ---------
Income before cumulative effect of change in
accounting principle and extraordinary item. 284,781 175,278 34,645 40,286 12,909 21,663
Cumulative effect of change in accounting
principle................................... (4,110) -- -- -- -- (4,110)
Extraordinary item............................ 1,170 -- -- -- -- 1,170
----------- ----------- ----------- ----------- ----------- ---------
Net income.................................... 281,841 175,278 34,645 40,286 12,909 18,723
Cumulative effect of change in accounting
principle................................... 4,110 -- -- -- -- 4,110
Extraordinary item............................ (1,170) -- -- -- -- (1,170)
Minority interest............................. 1,491 1,491 -- -- -- --
Net gain on disposition of wholly-owned and
partially-owned assets...................... (15,495) (12,445) (3,050) -- -- --
Interest and debt expense(3).................. 206,177 75,266 43,377 25,866 20,198 41,470
Depreciation and amortization(3).............. 136,473 67,102 13,862 18,256 25,211 12,042
Straight-lining of rents(3)................... (22,676) (16,247) (1,144) (3,871) -- (1,414)
Other......................................... (8,889) (3,791) (2,337) -- 222 (2,983)(4)
----------- ----------- ----------- ----------- ----------- ---------
EBITDA(1)..................................... $ 581,862 $ 286,654 $ 85,353 $ 80,537 $ 58,540 $ 70,778
=========== =========== =========== =========== =========== =========
- ----------
See footnotes on the following page.
Page 39
NOTES TO EBITDA BY SEGMENT TABLES
(1) EBITDA represents income before interest, taxes, depreciation and
amortization, extraordinary or non-recurring items, gains or losses on
sales of depreciable real estate, the effect of straight-lining of property
rentals for rent escalations and minority interest. Management considers
EBITDA a supplemental measure for making decisions and assessing the
performance of its segments. EBITDA should not be considered a substitute
for net income as a measure of operating performance or a substitute for
cash flow as a measure of liquidity. EBITDA may not be comparable to
similarly titled measures employed by other companies.
(2) Other EBITDA is comprised of:
(amounts in thousands) For the Nine Months
Ended September 30,
-------------------------
2002 2001
--------- ---------
Hotel Pennsylvania(A).............................................. $ 4,621 $ 14,307
Newkirk Joint Ventures:
Equity in income of limited partnerships......................... 45,929 40,457
Interest and other income........................................ 6,671 4,545
Alexander's........................................................ 26,549 21,430
Investment income and other(B).................................... 21,963 32,046
Unallocated general and administrative expenses.................... (24,985)(C) (25,218)
Amortization of Officer's deferred compensation expense............ (20,625) --
Gain on transfer of mortgages...................................... 2,096 --
Net gain on sale of air rights..................................... 2,126 --
Loss on Primestone foreclosure..................................... (17,671) --
Net gain on sale of marketable securities.......................... 12,346 --
Palisades(D)...................................................... (1,185) --
After-tax net gain on sale of Park Laurel condominium units........ -- 13,869
Costs of acquisitions not consummated.............................. -- (5,000)
Write-off of net investment in Russian Tea Room ("RTR")............ -- (7,374)
Write-off of investments in technology companies................... -- (18,284)
--------- ---------
Total..................................................... $ 57,835 $ 70,778
========= =========
- ----------
(A) Average occupancy and REVPAR for the Hotel Pennsylvania were
61.7% and $53.50 for the nine months ended September 30, 2002
compared to 66.6% and $74.61 for the prior year's nine months.
(B) No income was recognized on the Company's loans to Primestone and
Vornado Operating Company for the nine months ended September 30,
2002.
(C) Includes $2,229 for Primestone litigation costs expensed in 2002.
(D) The development of the Palisades residential complex was
substantially complete as of March 1, 2002. Accordingly, the
Company placed the property into service on March 1, 2002 and
discontinued the capitalization of interest and other property
specific costs. As of September 30, 2002, the property, which is
now in the lease-up phase, is 45% occupied (244 of the 538 total
apartments have been leased).
(3) Interest and debt expense, depreciation and amortization and
straight-lining of rents included in the reconciliation of net income to
EBITDA reflects amounts which are netted in income from partially-owned
entities.
(4) Includes $3,430 and $6,298 representing the Company's share of Alexander's
gain on sale of its Third Avenue property on August 30, 2002 and its
Fordham Road property on January 12, 2001.
(5) Excludes rent not recognized of $12,361 and $7,651 for the nine months
ended September 30, 2002 and 2001.
Page 40
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001
Below are the details of the changes by segment in EBITDA.
Temperature
Merchandise Controlled
(amounts in thousands) Total Office Retail Mart Logistics Other
--------- --------- -------- ----------- ----------- ---------
Nine months ended September 30,
2001 $ 581,862 $ 286,654 $ 85,353 $ 80,537 $ 58,540 $ 70,778
2002 Operations:
Same store operations(1).......... 8,292 13,613 1,396 1,866(3) (6,341)(4) (2,242)(5)
Acquisitions, dispositions and
non-recurring income and
expenses........................ 112,572 130,408 (5,490)(6) (1,645)(7) -- (10,701)(8)
--------- --------- -------- ----------- ----------- ---------
Nine months ended September 30,
2002.............................. $ 702,726 $ 430,675(2) $ 81,259 $ 80,758 $ 52,199 $ 57,835
========= ========= ======== =========== =========== =========
% increase (decrease) in same
store operations................ 1.4% 4.7%(2) 1.6% 2.3%(3) (10.8%)(4) (3.2%)(5)
- ----------
(1) Represents operations which were owned for the same period in each year
and excludes non-recurring income and expenses.
(2) EBITDA and the same store percentage increase was $230,478 and 5.4% for
the New York City office portfolio and $200,197 and 2.4% for the CESCR
portfolio.
(3) The net of a $3,572 (4.4%) same store increase in the core portfolio
and a $1,706 decline at the LA Mart as a result of rent reductions and
increased marketing expenditures.
(4) The Company reflects its 60% share of the Vornado/Crescent
Partnerships' ("the Landlord") equity in the rental income it receives
from AmeriCold Logistics, its tenant, which leases the underlying
temperature controlled warehouses used in its business. The Company's
joint venture does not recognize rental income unless earned and
collection is assured or cash is received. The Company did not
recognize its share of the rent the joint venture was due amounting to
$12,361 for the nine months ended September 30, 2002. The tenant has
advised the Landlord that (i) its revenue for the nine months ended
September 30, 2002 from the warehouses it leases from the Landlord, is
lower than last year by .5%, and (ii) its gross profit before rent at
these warehouses for the corresponding period decreased by $2,411 (a
2.1% decrease). The decrease in revenue is primarily attributable to a
reduction in customer inventory turns. The decrease in gross profit is
primarily attributable to higher insurance, workers' compensation and
other costs. In addition, the tenant's cash requirements for capital
expenditures, debt service and a non-recurring pension funding were
$4,481 higher in the current nine month period than in the prior
year's nine months, which impacted the ability of the tenant to pay
rent.
(5) Primarily due to the reinvestment of the proceeds received from the
repayment of the Company's $75,000 loan to NorthStar Partnership L.P.
in May 2002 at lower yields and from not recognizing income on the
Company's foreclosed loan to Primestone and outstanding loan to
Vornado Operating.
(6) Primarily due to (i) losses of $1,400 in the nine months ended
September 30, 2002 in connection with the Company's Starwood Ceruzzi
joint venture for properties placed into service on January 1, 2002,
and (ii) a recovery of a bad debt of $1,000 and a $1,300 gain on sale
of a joint venture property in the nine months ended September 30,
2001.
(7) Reflects a charge of $954 in connection with the termination of a
contract in the nine months ended September 30, 2002, as compared to
$1,529 of income in the nine months ended September 30, 2001 resulting
from the reversal of real estate tax accruals.
(8) Reflects net non-recurring items included in EBITDA, see page 40,
footnote 2 for details.
Page 41
REVENUES
The Company's revenues, which consist of property rentals, tenant expense
reimbursements, hotel revenues, trade shows revenues and other income were
$1,060,779,000 for the nine months ended September 30, 2002, compared to
$738,950,000 in the nine months ended September 30, 2001, an increase of
$321,829,000 of which $304,325,000 resulted from the acquisition of the
remaining 66% of CESCR and the resulting consolidation of its operations. Below
are the details of the increase (decrease) by segment:
(amounts in thousands)
Date of Merchandise
Acquisition Total Office Retail Mart Other
----------- --------- --------- --------- ----------- ---------
Property rentals:
Acquisitions:
CESCR (effect of acquisition
of 66% and consolidation vs.
equity method accounting
for 34%).................... January 2002 $ 284,663 $ 284,663 $ -- $ -- $ --
Palisades..................... March 2002 1,209 -- -- -- 1,209
715 Lexington Avenue.......... July 2001 976 976 -- -- --
Hotel activity................... (10,341)(1) -- -- -- (10,341)(1)
Trade Shows activity............. 950 -- -- 950 --
Leasing activity................. 16,176 14,275 417 1,920 (436)
--------- --------- --------- --------- ---------
Total increase (decrease) in
property rentals.............. 293,633 299,914 417 2,870 (9,568)
--------- --------- --------- --------- ---------
Tenant expense reimbursements:
Increase (decrease) due to
acquisitions/dispositions..... 8,274 8,274 -- -- --
Other............................ 7,401 3,733 2,140 (209) 1,737
--------- --------- --------- --------- ---------
Total increase (decrease) in tenant
expense reimbursements........... 15,675 12,007 2,140 (209) 1,737
--------- --------- --------- --------- ---------
Other Income:
Increase due to
acquisitions/dispositions .... 11,388 11,388 -- -- --
Other............................ 1,133 871 (412) 1,691 (1,017)
--------- --------- --------- --------- ---------
Total increase (decrease) in other
income........................... 12,521 12,259 (412) 1,691 (1,017)
--------- --------- --------- --------- ---------
Total increase (decrease) in
revenues......................... $ 321,829 $ 324,180 $ 2,145 $ 4,352 $ (8,848)
========= ========= ========= ========= =========
- ----------
(1) Average occupancy and REVPAR for the Hotel Pennsylvania were 61.7% and
$53.50 for the nine months ended September 30, 2002 compared to 66.6% and
$74.61 for the prior year's nine months.
See supplemental information beginning on page 48, including leasing activity
on page 49 for further information.
Page 42
EXPENSES
The Company's expenses were $643,315,000 for the nine months ended
September 30, 2002, compared to $447,368,000 in the nine months ended September
30, 2001, an increase of $195,947,000 of which $147,719,000 resulted from the
acquisition of the remaining 66% of CESCR and the resulting consolidation of its
operations. Below are the details of the increase by segment:
Merchandise
(amounts in thousands) Total Office Retail Mart Other
--------- --------- --------- ----------- ---------
Operating:
Acquisitions:
CESCR (effect of
acquisition of 66% and
consolidation vs. equity
method accounting
for 34%).................... $ 83,205 $ 83,205 $ -- $ -- $ --
Palisades...................... 2,214 -- -- -- 2,214
715 Lexington Avenue........... 588 588 -- -- --
Hotel activity................. (694) -- -- -- (694)
Trade Shows activity........... (77) -- -- (77) --
Same store operations.......... 14,278 6,804(1) 2,962(2) 3,630(3) 882
--------- --------- --------- --------- ---------
99,514 90,597 2,962 3,553 2,402
--------- --------- --------- --------- ---------
Depreciation and
amortization:
Acquisitions................... 48,522 47,656 -- -- 866
Same store operations.......... 9,414 5,314 (54) 2,432 1,722
--------- --------- --------- --------- ---------
57,936 52,970 (54) 2,432 2,588
--------- --------- --------- --------- ---------
General and administrative:
Appreciation in value of
Vornado shares and other
securities held in officers'
deferred compensation trust
in the nine months ended
September 30, 2001............. 1,276 -- -- -- 1,276
Acquisitions................... 16,858 16,858 -- -- --
Other expenses................... 4,738 1,687 775 2,012(4) 264
--------- --------- --------- --------- ---------
Total increase (decrease) in
general and administrative..... 22,872 18,545 775 2,012 1,540
--------- --------- --------- --------- ---------
Amortization of officer's
deferred compensation expense.... 20,625 -- -- -- 20,625
--------- --------- --------- --------- ---------
Costs of acquisitions not
consummated...................... (5,000) -- -- -- (5,000)
--------- --------- --------- --------- ---------
$ 195,947 $ 162,112 $ 3,683 $ 7,997 $ 22,155
========= ========= ========= ========= =========
- ----------
(1) Results primarily from (i) a $5,060 increase in insurance, security
and other costs in 2002, largely reimbursed by tenants, (ii) an
increase of $300 in repairs and maintenance and (iii) $720 for the
write-off of deferred rent receivables in 2002.
(2) Results primarily from (i) increases in insurance costs which are
reimbursed by tenants, (ii) a $402 payment of Puerto Rico taxes in
2002 related to the prior year and (iii) lease termination fees and
real estate tax refunds netted against expenses in 2001, which
aggregated $500.
(3) Reflects (i) increased insurance costs of $879 in 2002, (ii) a charge
of $312 in 2002 from the settlement of a 1998 settlement of a utility
assessment, and (iii) the reversal of a $1,529 accrual of real estate
taxes in 2001.
(4) Reflects a charge of $954 in connection with the termination of a
contract and the write-off of related deferred costs.
INCOME APPLICABLE TO ALEXANDER'S
Income applicable to Alexander's (loan interest income, management,
leasing, development and commitment fees, and equity in income) was $22,609,000
in the nine months ended September 30, 2002, compared to $21,422,000 in the nine
months ended September 30, 2001, an increase of $1,187,000. This increase
resulted from (i) $4,930,000 of development and commitment fees in connection
with Alexander's Lexington Avenue development project, (ii) the Company's
$3,431,000 share of Alexander's gain on sale of its Third Avenue property,
partially offset by (iii) the Company's $6,298,000 share of Alexander's gain on
the sale of its Fordham Road property in the prior year's nine months.
Page 43
INCOME FROM PARTIALLY-OWNED ENTITIES
In accordance with accounting principles generally accepted in the United
States of America, the Company reflects the income it receives from (i) entities
it owns less than 50% of and (ii) entities it owns more than 50% of, but which
have a partner who exercises significant control, on the equity method of
accounting resulting in such income appearing on one line in the Company's
consolidated statements of income. Below is the detail of income from
partially-owned entities by investment as well as the increase (decrease) in
income of partially-owned entities for the nine months ended September 30, 2002
as compared to the prior year:
Starwood
Temperature Newkirk Ceruzzi
Controlled Joint Las Catalinas Joint
(amounts in thousands) Total CESCR(1) Logistics Venture Mall(2) Venture
--------- --------- ----------- --------- ------------- ---------
SEPTEMBER 30, 2002:
Revenues.................... $ 356,066 $ 86,336 $ 219,967 $ 10,671 $ 406
Expenses:
Operating, general and
administrative ......... (32,615) (5,909) (6,017) (3,102) (1,422)
Depreciation.............. (82,716) (44,140) (29,691) (1,482) (852)
Interest expense.......... (135,097) (32,324) (90,615) (3,643) --
Other, net................ (9,804) (2,377) (6,960) (802) (200)
--------- --------- --------- --------- ---------
Net income/(loss)........... $ 95,834 $ 1,586 $ 86,684 $ 1,642 $ (2,068)
========= ========= ========= ========= =========
Vornado's interest.......... 60% 21% 50% 80%
Equity in net income ....... $ 20,169 $ 952 $ 18,600 $ 851(2) $ (1,654)
Interest and other income... 5,606 306 5,300 -- --
Fee income ................. 4,529 4,529 -- -- --
--------- --------- --------- --------- ---------
Income from partially-owned
entities................... $ 30,304 $ --(1) $ 5,787 $ 23,900 $ 851 $ (1,654)
========= ========= ========= ========= ========= =========
SEPTEMBER 30, 2001:
Revenues.................... $ 597,127 $ 297,373 $ 94,535 $ 159,126 $ 10,808 $ 1,201
Expenses:
Operating, general and
administrative.......... (140,437) (112,467) (5,904) (3,773) (2,631) (500)
Depreciation.............. (107,654) (37,577) (43,888) (20,091) (1,509) (489)
Interest expense.......... (192,072) (84,616) (34,350) (62,795) (3,865) --
Other, net................ (1,575) 267 1,814 (6,674) -- 1,744
--------- --------- --------- --------- --------- ---------
Net income.................. $ 155,389 $ 62,980 $ 12,207 $ 65,793 $ 2,803 $ 1,956
========= ========= ========= ========= ========= =========
Vornado's interest.......... 34% 60% 30% 50% 80%
Equity in net income........ $ 52,391 $ 21,413 $ 7,324 $ 19,738 $ 1,444 $ 1,565
Interest and other income .. 5,177 -- 1,079 4,098 -- --
Fee income.................. 4,506 -- 4,506 -- -- --
--------- --------- --------- --------- --------- ---------
Income from partially-owned
entities.................. $ 62,074 $ 21,413 $ 12,909 $ 23,836 $ 1,444 $ 1,565
========= ========= ========= ========= ========= =========
(DECREASE) INCREASE IN
INCOME FROM
PARTIALLY-OWNED ENTITIES $ (31,770) $ (21,413)(1) $ (7,122) $ 64 $ (593)(2) $ (3,219)(3)
========= ========= ========= ========= ========= =========
Partially-
Owned
Office
(amounts in thousands) Buildings Other
---------- ---------
SEPTEMBER 30, 2002:
Revenues.................... $ 38,686
Expenses:
Operating, general and
administrative ......... (16,165)
Depreciation.............. (6,551)
Interest expense.......... (8,515)
Other, net................ 535
---------
Net income/(loss)........... $ 7,990
=========
Vornado's interest.......... 23%
Equity in net income ....... $ 1,874 $ (454)
Interest and other income... -- --
Fee income ................. -- --
--------- ---------
Income from partially-owned
entities................... $ 1,874 $ (454)
========= =========
SEPTEMBER 30, 2001:
Revenues.................... $ 34,084
Expenses:
Operating, general and
administrative.......... (15,162)
Depreciation.............. (4,100)
Interest expense.......... (6,446)
Other, net................ 1,274
---------
Net income.................. $ 9,650
=========
Vornado's interest.......... 34%
Equity in net income........ $ 3,276 $ (2,369)
Interest and other income .. -- --
Fee income.................. -- --
--------- ---------
Income from partially-owned
entities.................. $ 3,276 $ (2,369)
========= =========
(DECREASE) INCREASE IN
INCOME FROM
PARTIALLY-OWNED ENTITIES $ (1,402)(4) $ 1,915(5)
========= =========
- ----------
(1) On January 1, 2002, the Company acquired the remaining 66% of CESCR it did
not previously own. Accordingly, CESCR is consolidated as of January 1,
2002.
(2) On September 23, 2002, the Company acquired the remaining 50% of the Mall
and the 25% of Kmart's anchor store that it did not previously own.
Accordingly, Las Catalinas is consolidated as of September 30, 2002.
(3) The prior year's nine months includes $1,394 for the Company's share of a
gain on sale of a property.
(4) The nine months ended September 30, 2002 excludes 570 Lexington Avenue
which was sold in May 2001.
(5) The prior year's nine months includes $2,000 for the Company's share of
equity in loss of its Russian Tea Room ("RTR") investment. In the third
quarter of 2001, the Company wrote-off its entire net investment in RTR
based on the operating losses and an assessment of the value of the real
estate.
Page 44
INTEREST AND OTHER INVESTMENT INCOME
Interest and other investment income (interest income on mortgage loans
receivable, other interest income, and dividend income) was $25,984,000 for the
nine months ended September 30, 2002, compared to $43,931,000 in the nine months
ended September 30, 2001, a decrease of $17,947,000. Of this decrease (i)
$4,626,000 resulted from the lower yield on the investment of the proceeds
received from the repayment of the Company's loan to NorthStar Partnership, L.P.
in May 2002, (ii) $11,560,000 resulted primarily from the Company not
recognizing income on its loans to Primestone and Vornado Operating Company (see
"Liquidity and Capital Resources - Vornado Operating Company") and (iii)
$1,761,000 resulted from lower yields on other investments.
INTEREST AND DEBT EXPENSE
Interest and debt expense was $179,491,000 for the nine months ended
September 30, 2002, compared to $136,443,000 in the nine months ended September
30, 2001, an increase of $43,048,000. This increase was primarily comprised of
(i) $74,979,000 from the acquisition of the remaining 66% of CESCR and the
resulting consolidation of its operations, partially offset by (ii) a
$25,051,000 savings from a 246 basis point reduction in weighted average
interest rates of the Company's variable rate debt and (iii) lower average
outstanding debt balances.
NET GAIN ON DISPOSITION OF WHOLLY-OWNED AND PARTIALLY-OWNED ASSETS
The following table sets forth the details of net gain on disposition of
wholly-owned and partially-owned assets for the nine months ended September 30,
2002 and 2001:
For the Nine Months Ended
(amounts in thousands) September 30,
-------------------------
2002 2001
---------- ----------
Wholly-owned Assets:
Gain on transfer of mortgages...................................... $ 2,096 $ --
Gain on sale of Kinzie Park condominiums units..................... 2,156 --
Net gain on sale of air rights..................................... 2,126 --
Net gain on sale of marketable securities.......................... 12,346 --
Loss on Primestone foreclosure..................................... (17,671) --
Net gain from condemnation proceedings............................. -- 3,050
Write-off of investments in technology companies................... -- (18,284)
Partially-owned Assets:
After-tax net gain on sale of Park Laurel condominium units........ -- 13,869
Write-off of net investment in Russian Tea Room.................... -- (7,374)
Net gain on sale of 50% interest in 570 Lexington Avenue........... -- 12,445
---------- ----------
$ 1,053 $ 3,706
========== ==========
Page 45
LIQUIDITY AND CAPITAL RESOURCES
NINE MONTHS ENDED SEPTEMBER 30, 2002
Cash flow provided by operating activities of $347,501,000 was primarily
comprised of (i) income of $285,848,000, (ii) adjustments for non-cash items of
$101,656,000, partially offset by (iii) the net change in operating assets and
liabilities of $56,621,000. The adjustments for non-cash items were primarily
comprised of (i) a cumulative effect of change in accounting principle of
$30,129,000, (ii) amortization of Officer's deferred compensation expense of
$20,625,000, (iii) depreciation and amortization of $149,162,000, (iv) minority
interest of $1,946,000, partially offset by (v) the effect of straight-lining of
rental income of $29,622,000, (vi) equity in net income of partially-owned
entities and income applicable to Alexander's of $52,913,000, and (vii) a loss
on the Primestone foreclosure of $17,671,000.
Net cash provided by investing activities of $55,674,000 was primarily
comprised of (i) distributions from partially-owned entities of $100,326,000,
(ii) repayments on notes receivable of $115,000,000, (iii) proceeds from the
sale of marketable securities of $73,685,000 partially offset by, (iv) recurring
capital expenditures of $34,645,000, (v) non-recurring capital expenditures of
$18,488,000, (vi) development and redevelopment expenditures of $47,351,000,
(vii) investment in notes and mortgages receivable of $56,091,000, and (viii)
investments in partially-owned entities of $35,209,000, and (ix) acquisitions of
real estate of $23,659,000.
Net cash used in financing activities of $354,396,000 was primarily
comprised of (i) distributions to Class A unitholders of $282,917,000, (ii)
distributions to preferred unitholders of $84,084,000, (iii) repayments of
borrowings of $719,761,000, partially offset by proceeds from (iv) the issuance
of Class A units of $56,508,000, (v) notes and mortgages payable of
$654,373,000, of which $499,319,000 was from the issuance of the Company's
senior unsecured notes on June 24, 2002, and (vi) the exercise of employee unit
options of $25,455,000.
Below are the details of capital expenditures, leasing commissions and
development and redevelopment expenditures for the nine months ended September
30, 2002.
Capital expenditures are categorized as follows:
Recurring -- capital improvements expended to maintain a property's
competitive position within the market and tenant improvements and
leasing commissions for costs to re-lease expiring leases or renew or
extend existing leases.
Non-recurring -- capital improvements completed in the year of
acquisition and the following two years which were planned at the time
of acquisition and tenant improvements and leasing commissions for space
which was vacant at the time of acquisition of a property.
Development and redevelopment expenditures include all hard and soft costs
associated with the development or redevelopment of a property, including tenant
improvements, leasing commissions and capitalized interest and operating costs
until the property is substantially complete and ready for its intended use.
(amounts in thousands)
New York Merchandise
Total City Office CESCR Retail Mart Other
-------- ----------- -------- -------- -------- --------
Capital Expenditures:
Expenditures to maintain the assets:
Recurring ............................ $ 16,158 $ 5,441 $ 6,377 $ 1,271 $ 2,295 $ 774
Non-recurring ........................ 14,485 5,965 4,423 -- 4,097 --
-------- -------- -------- -------- -------- --------
30,643 11,406 10,800 1,271 6,392 774
-------- -------- -------- -------- -------- --------
Tenant improvements:
Recurring ............................ 18,487 8,249 5,818 2,212 2,208 --
Non-recurring ........................ 4,003 1,525 2,478 -- -- --
-------- -------- -------- -------- -------- --------
22,490 9,774 8,296 2,212 2,208 --
-------- -------- -------- -------- -------- --------
Total ................................... $ 53,133 $ 21,180 $ 19,096 $ 3,483 $ 8,600 $ 774
======== ======== ======== ======== ======== ========
Leasing Commissions:
Recurring ............................ $ 11,127 $ 7,639 $ 2,803 $ 180 $ 397 $ 108
Non-recurring ........................ 3,393 1,725 1,668 -- -- --
-------- -------- -------- -------- -------- --------
$ 14,520 $ 9,364 $ 4,471 $ 180 $ 397 $ 108
======== ======== ======== ======== ======== ========
Total Capital Expenditures and Leasing
Commissions:
Recurring ............................ $ 45,772 $ 21,329 $ 14,998 $ 3,663 $ 4,900 $ 882
Non-recurring ........................ 21,881 9,215 8,569 -- 4,097 --
-------- -------- -------- -------- -------- --------
$ 67,653 $ 30,544 $ 23,567 $ 3,663 $ 8,997 $ 882
======== ======== ======== ======== ======== ========
Development and Redevelopment Expenditures:
Palisades-Fort Lee, NJ(1)............ $ 12,338 $ -- $ -- $ -- $ -- $ 12,338
Other ............................... 35,013 28,630 5,508 (879)(2) 724 1,030
-------- -------- -------- -------- -------- --------
$ 47,351 $ 28,630 $ 5,508 $ (879) $ 724 $ 13,368
======== ======== ======== ======== ======== ========
- ----------
(1) Does not include $9,103 of Fort Lee development costs funded by a
construction loan during 2002.
(2) Represents reimbursements from tenants for expenditures incurred in the
prior year.
Page 46
VORNADO OPERATING COMPANY ("VORNADO OPERATING")
Pursuant to a revolving credit facility which expires December 31, 2004,
Vornado Operating owes the Company $32,836,000 at September 30, 2002. Vornado
Operating has disclosed that in the aggregate, its investments do not, and for
the foreseeable future, are not expected to generate sufficient cash flow to pay
all of its debts and expenses. Further, Vornado Operating states that its only
investee, AmeriCold Logistics ("Tenant"), anticipates that its Landlord, a
partnership 60% owned by the Company and 40% owned by Crescent Real Estate
Equities, will need to restructure the leases between the Landlord and the
Tenant to provide additional cash flow to the Tenant (the Landlord has
previously restructured the leases to provide additional cash flow to the
Tenant). Management anticipates further lease restructuring and the sale of
non-core assets by AmeriCold Logistics, and accordingly, Vornado Operating is
expected to have a source to repay the debt under this facility which may be
extended. Since January 1, 2002, the Company has not recognized income on the
debt under this facility.
NINE MONTHS ENDED SEPTEMBER 30, 2001
Cash flows provided by operating activities of $261,235,000 was primarily
comprised of (i) income of $281,841,000, partially offset by, (ii) adjustments
for non-cash items of $19,200,000, and (iii) the net change in operating assets
and liabilities of $5,074,000. The adjustments for non-cash items are primarily
comprised of (i) cumulative effect of change in accounting principle of
$4,110,000, (ii) the write-off of the Company's remaining equity investments in
technology companies of $18,284,000, (iii) the write-off of the Company's entire
net investment of $7,374,000 in the Russian Tea Room, (iv) depreciation and
amortization of $91,226,000, (v) minority interest of $1,491,000, partially
offset by (vi) the effect of straight-lining of rental income of $23,987,000,
and (vii) equity in net income of partially-owned entities and income applicable
to Alexander's of $83,496,000.
Net cash provided by investing activities of $17,725,000 was primarily
comprised of (i) recurring capital expenditures of $36,173,000, (ii)
non-recurring capital expenditures of $27,514,000, (iii) development and
redevelopment expenditures of $68,152,000, (iv) investment in notes and
mortgages receivable of $36,831,000, (v) investments in partially-owned entities
of $68,145,000, (vi) acquisitions of real estate of $11,574,000, offset by,
(vii) proceeds from the sale of real estate of $146,197,000, (viii)
distributions from partially-owned entities of $102,404,000, and (ix) a decrease
in restricted cash arising primarily from the repayment of mortgage escrows of
$13,709,000.
Net cash used in financing activities of $228,071,000 was primarily
comprised of (i) proceeds from borrowings of $347,853,000, (ii) proceeds from
the issuance of preferred units of $52,673,000, offset by, (iii) repayments of
borrowings of $388,319,000, (iv) distributions to Class A unitholders of
$154,413,000, and (v) distributions to preferred unitholders of $95,394,000.
Below are the details of capital expenditures, leasing commissions and
development and redevelopment expenditures for the nine months ended September
30, 2001.
CESCR
New York Merchandise (34%
(amounts in thousands) Total City Office Retail Mart Other interest)
-------- ----------- ------- ----------- ------- ---------
Capital Expenditures:
Expenditures to maintain the assets:
Recurring ........................ $ 13,703 $ 8,010 $ 1,142 $ 2,265 $ 2,286 $ 1,328
Non-recurring .................... 23,029 10,574 -- 4,812 7,643 3,911
-------- -------- ------- -------- -------- --------
36,732 18,584 1,142 7,077 9,929 5,239
-------- -------- ------- -------- -------- --------
Tenant improvements:
Recurring ........................ 22,470 18,331 176 3,874 89 2,085
Non-recurring .................... 4,485 4,485 -- -- -- 37
-------- -------- ------- -------- -------- --------
26,955 22,816 176 3,874 89 2,122
-------- -------- ------- -------- -------- --------
Total .............................. $ 63,687 $ 41,400 $ 1,318 $ 10,951 $ 10,018 $ 7,361
======== ======== ======= ======== ======== ========
Leasing Commissions:
Recurring .......................... $ 10,978 $ 10,126 $ 442 $ 137 $ 273 $ 899
Non-recurring ...................... 8,339 8,339 -- -- -- 11
-------- -------- ------- -------- -------- --------
$ 19,317 $ 18,465 $ 442 $ 137 $ 273 $ 910
======== ======== ======= ======== ======== ========
Development and Redevelopment:
Market Square on Main Street ..... $ 26,227 $ -- $ -- $ 26,227 $ -- $ --
Other(1) ......................... 41,925 20,990 3,453 3,390 14,092 11,590
-------- -------- ------- -------- -------- --------
$ 68,152 $ 20,990 $ 3,453 $ 29,617 $ 14,092 $ 11,590
======== ======== ======= ======== ======== ========
- ----------
(1) Does not include $75,265 of Fort Lee development costs funded by a
construction loan.
Page 47
SUPPLEMENTAL INFORMATION
Below is a summary of net income and EBITDA for the three and nine months
ended September 30, 2002 and 2001, giving effect to the following transactions
as if they had occurred on January 1, 2001: (i) the acquisition of the remaining
66% of CESCR on January 1, 2002 and (ii) Vornado's November 21, 2001 sale of
9,775,000 common shares and the use of proceeds to repay indebtedness.
Three Months Ended Nine Months Ended
-------------------------------- --------------------------------
September 30, September 30,
(amounts in thousands, September 30, 2001 September 30, 2001
except per unit amounts) 2002 (Pro Forma) 2002 (Pro Forma)
------------- ------------- ------------- -------------
Revenues................................... $ 361,208 $ 344,972 $ 1,060,779 $ 1,024,514
============= ============= ============= =============
Net income................................. $ 98,132 $ 114,302 $ 285,848 $ 317,395
Preferred unit distributions............... (29,855) (32,189) (90,200) (97,940)
------------- ------------- ------------- -------------
Net income applicable to Class A Units..... $ 68,277 $ 82,113 $ 195,648 $ 219,455
============= ============= ============= =============
Net income per Class A Unit - diluted...... $ .52 $ .76 $ 1.50 $ 2.06
============= ============= ============= =============
EBITDA..................................... $ 228,099 $ 242,650 $ 702,726 $ 695,873
============= ============= ============= =============
Below are the details of the changes by segment in EBITDA for the three
months ended September 30, 2002 from the three months ended June 30, 2002.
Temperature
Merchandise Controlled
(amounts in thousands) Total Office Retail Mart Logistics Other
--------- --------- --------- ----------- ----------- ---------
Three months ended
June 30, 2002 ............... $ 235,599 $ 144,932 $ 27,030 $ 31,469 $ 16,645 $ 15,523
2002 Operations:
Same store operations(1) .... (14,796) (1,567) (935) (6,417)(2) (2,328)(3) (3,549)(4)
Non-recurring income and
expenses .................. 7,296 (500) 600 (1,991)(5) -- 9,187(6)
--------- --------- --------- --------- --------- ---------
Three months ended
September 30, 2002 .......... $ 228,099 $ 142,865 $ 26,695 $ 23,061 $ 14,317 $ 21,161
========= ========= ========= ========= ========= =========
% increase (decrease) in same
store operations .......... (6.3%) (1.1%) (3.5%) (20.4%)(2) (14.0%)(3) (22.9%)(4)
========= ========= ========= ========= ========= =========
- ----------
(1) Represents operations which were owned for the same period in each year and
excludes non-recurring income and expenses.
(2) In addition to the normal level of trade show activity in each quarter, the
second quarter includes the results of two major trade shows, the June
NeoCon Show and the April Highpoint Furniture Show. As a result, same store
operations are $6,738 less in the quarter ended September 30, 2002,
compared to the quarter ended June 30, 2002. This decline is partially
offset by a 2.0% same store increase in other operations in the third
quarter.
(3) The tenant has advised the Landlord that (i) its revenue for the quarter
ended September 30, 2002 from the warehouses it leases from the Landlord,
was higher than last quarter by 3.7%, and (ii) its gross profit before rent
at these warehouses decreased by $1,623 (4.3%). The increase in revenue is
primarily attributable to higher occupancy rates, offset by a reduction in
customer inventory turns. The decrease in gross profit is primarily
attributable to higher insurance, workers' compensation and other costs. In
addition, the tenant's cash requirements for capital expenditures, debt
service and a non-recurring pension funding were $3,728 higher in the
current quarter than in the prior quarter, which impacted the ability of
the tenant to pay rent.
(4) Same store decrease is primarily due to (i) a $4,066 decrease in interest
and investment income resulting from lower average investments during the
quarter and lower yields, (ii) a $1,415 increase in legal and professional
fees in the current quarter, partially offset by (iii) $2,219 of
Alexander's development and commitment fees earned in the current quarter.
(5) Represents non-recurring expenses in the current quarter including (i) a
charge of $954 in connection with the termination of a contract and (ii) a
charge of $312 related to a utility tax settlement.
(6) Reflects net non-recurring charges in the three months ended June 30, 2002,
which include the loss on foreclosure of Primestone partially offset by the
net gain on sales of marketable securities, in excess of net non-recurring
income in the three months ended September 30, 2002, which include gains on
transfer of mortgages and sale of air rights.
Page 48
LEASING ACTIVITY
The following table sets forth certain information for the properties the
Company owns directly or indirectly, including leasing activity:
(square feet and cubic feet in thousands) Office Merchandise Mart
-------------------------- -------------------------- Temperature
New York Controlled
City CESCR Retail Office Showroom Logistics
---------- ---------- ---------- --------- --------- -----------
As of September 30, 2002:
Square feet ............................. 14,373 13,396 11,827 2,815 5,515 17,509
Cubic feet .............................. -- -- -- -- -- 441,500
Number of properties .................... 22 51 55 9 9 88
Occupancy rate .......................... 95.5% 93.3% 87.4%(3) 91.1% 95.6% 83.3%
Leasing Activity:
Quarter ended September 30, 2002:
Square feet ..................... 152(2) 797 207 39 317 --
Initial rent(1) ................. $ 39.71 $ 30.40 $ 10.03 $ 28.35 $ 17.97 --
Rent per square foot on relet
space:
Square feet ................... 112 693 207 39 317 --
Initial rent(1) ............... $ 40.29 $ 30.46 $ 10.03 $ 28.35 $ 17.97 --
Prior escalated rent .......... $ 31.24 $ 29.10 $ 8.00 $ 26.57 $ 17.87 --
Percentage increase(decrease) . 29.0% 4.7% 25.4% 6.7% 0.5% --
Rent per square foot on space
previously vacant:
Square feet ................... 40 104 -- -- -- --
Initial rent(1) ............... $ 38.07 $ 30.03 -- -- -- --
Nine Months Ended September 30, 2002:
Square feet ..................... 441(2) 1,710 1,222 124 733 --
Initial rent(1) ................. $ 45.03 $ 31.28 $ 8.29 $ 24.85 $ 18.90 --
Rent per square foot on relet
space:
Square feet ................... 333 1,606 715 124 733 --
Initial Rent(1) ............... $ 44.25 $ 31.36 $ 11.78 $ 24.85 $ 18.90 --
Prior escalated rent .......... $ 33.37 $ 29.89 $ 9.19 $ 23.68 $ 18.63 --
Percentage increase ........... 32.6% 4.9% 28.2% 4.9% 1.5% --
Rent per square foot on space
previously vacant:
Square feet ................... 108 104 507(4) -- -- --
Initial rent(1) ............... $ 47.43 $ 30.03 $ 3.36 -- -- --
As of June 30, 2002:
Square feet ............................. 14,325 13,008 11,301 2,831 5,497 17,509
Cubic feet .............................. -- -- -- -- -- 441,500
Number of properties .................... 22 51 55 9 9 88
Occupancy rate .......................... 96.1% 94.7% 88.5% 89.8% 94.9% 78.6%
As of December 31, 2001:
Square feet ............................. 14,300 4,386 11,301 2,840 5,532 17,695
Cubic feet .............................. -- -- -- -- -- 445,200
Number of properties .................... 22 51 55 9 9 89
Occupancy rate .......................... 97.4% 94.7% 92.0% 90.9% 95.5% 80.7%
As of September 30, 2001:
Square feet ............................. 14,246 4,249 11,301 2,869 5,044 17,695
Cubic feet .............................. -- -- -- -- -- 445,200
Number of properties .................... 21 50 55 9 9 89
Occupancy rate .......................... 97.0% 96.9% 91.0% 92.2% 96.8% 82.0%
- ----------
(1) Most leases include periodic step-ups in rent, which are not reflected in
the initial rent per square foot leased.
(2) In addition to the above, 63 square feet of retail space included in the
NYC office properties, was leased at an initial rent of $140.85 per square
foot for the nine months ended September 31, 2002. Of this amount, 43
square feet at $139.14 per square foot is from the Hennes & Mauritz lease
at 435 Seventh Avenue which commenced upon completion of development on
August 22, 2002.
(3) Reflects K-Mart's rejection of its lease at the Company's Green Acres
location (131 square feet at $13.64 per square foot) on June 29, 2002 and
the expiration of the Stop & Shop guarantee of the former Bradlees lease at
the Company's Chicopee location (92 square feet at $4.71 per square foot)
on August 31, 2002. The Company's other five K-Mart leases have not been
accepted or rejected to date. Of the remaining 15 locations which Bradlees
leased from the Company, (i) Stop & Shop pays rent on seven locations, of
which the guarantees for five of these locations which represent 487 square
feet at an average rent of $6.59 per square foot expire on November 30,
2002, (ii) three have been assigned, and (iii) five other locations
aggregating 466 square feet have been released at $9.86 per square foot, a
36.9% increase over the prior escalated rents.
(4) Ground leases.
Page 49
SENIOR UNSECURED DEBT COVENANT COMPLIANCE RATIOS
The following ratios as of and for the three months ended September 30,
2002, are computed pursuant to the covenants and definitions of the Company's
senior unsecured notes due 2007.
Actual Required
---------- ------------------
Total Outstanding Debt/Total Assets....................... 45% Less than 60%
Secured Debt/Total Assets................................. 41% Less than 55%
Interest coverage (Annualized Combined EBITDA to
Annualized Interest Expense)............................ 3.02 Greater than 1.50
Unencumbered Assets/ Unsecured Debt....................... 587% Greater than 150%
The covenants and definitions of the Company's senior unsecured notes due
2007 are described in Exhibit 4.2 to this quarterly report on Form 10-Q.
CASH FLOWS
Below are the cash flows provided by (used in) operating, investing
and financing activities:
(amounts in thousands) For the Nine Months Ended September 30,
---------------------------------------
2002 2001
---------------- ----------------
Operating activities................. $ 347,501 $ 261,235
=========== ===========
Investing activities................. $ 55,674 $ 17,725
=========== ===========
Financing activities................. $ (354,396) $ (228,071)
=========== ===========
EMPLOYEE STOCK OPTIONS
On August 7, 2002, Vornado announced that beginning January 1, 2003, it
will expense the cost of employee stock options in accordance with the Statement
of Financial Accounting Standard ("SFAS") No. 123, ACCOUNTING FOR STOCK BASED
COMPENSATION. On October 4, 2002, the FASB issued an exposure draft proposing to
amend the transition and disclosure provisions of SFAS No. 123. Specifically,
SFAS No. 123, as amended, would permit two additional transition methods for
entities that adopt the fair value method of accounting for stock based employee
compensation. Both of these methods avoid the ramp-up effect on earnings arising
from the prospective application of the fair value method. Vornado is
currently in the process of evaluating each of the transition methods and the
impact to the Company's financial position and results of operations.
FINANCINGS
The Company anticipates that cash from continuing operations will be
adequate to fund business operations and the payment of dividends and
distributions on an on-going basis for more than the next twelve months;
however, capital outlays for significant acquisitions would require funding from
borrowings or equity offerings.
On June 24, 2002, the Company completed an offering of $500,000,000
aggregate principal amount of 5.625% senior unsecured notes due June 15, 2007.
Interest on the notes is payable semi-annually on June 15th and December 15th,
commencing December 15, 2002. The notes were priced at 99.856% of their face
amount to yield 5.659%. Of the net proceeds of approximately $496,300,000, (i)
$70,000,000 was used to repay the mortgage payable on 350 North Orleans prior to
June 30, 2002, and (ii) $393,000,000 was used to repay the mortgages on Two Park
Avenue, the Merchandise Mart and a portion of Seven Skyline in July and August
2002. On June 27, 2002, the Company entered into interest rate swaps that
effectively converted the interest rate on the $500,000,000 senior unsecured
notes due 2007 from a fixed rate of 5.625% to a floating rate of LIBOR plus
..7725%, based upon the trailing 3 month LIBOR rate (2.53% if set on October 28,
2002).
COMMITMENTS
In conjunction with the closing of Alexander's Lexington Avenue
construction loan on July 3, 2002, the Company agreed to guarantee, among other
things, the lien free, timely completion of the construction of the project and
funding of all project costs in excess of a stated budget, as defined in the
loan agreement, if not funded by Alexander's.
Page 50
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The Company's exposure to a change in interest rates on its wholly-owned
and partially-owned debt (all of which arises out of non-trading activity) is as
follows:
(amounts in thousands
except per unit amounts)
September 30, 2002 December 31, 2001
----------------------------------------------- -----------------------------
Weighted Effect of 1% Weighted
Average Change In Average
Balance Interest Rate Base Rates Balance Interest Rate
-------------- ------------- -------------- -------------- -------------
Wholly-owned debt:
Variable rate............ $ 1,324,471(1) 3.19% $ 11,708(2) $ 1,182,605 3.39%
Fixed rate............... 2,750,044 7.13% -- 1,294,568 7.53%
-------------- ------------ --------------
$ 4,074,515 11,708 $ 2,477,173
============== ------------ ==============
Partially-owned debt:
Variable rate............ $ 43,841 7.12% 438(3) $ 85,516 5.63%
Fixed rate............... 932,010 8.57% -- 1,234,019 8.29%
-------------- ------------ --------------
$ 975,851 438 $ 1,319,535
============== ------------ ==============
Total decrease in the
Company's annual
net income.................... $ 9,595
============
Per Class A Unit-diluted... $ .09
============
- ----------
(1) Includes the Company's $499,319 senior unsecured notes due 2007, as the
Company entered into interest rate swap agreements that effectively
converted the interest rate from a fixed rate of 5.625% to a floating rate
of LIBOR plus .7725%, based upon the trailing 3 month LIBOR rate (2.53% if
set on October 28, 2002).
(2) The effect of a 1% change in wholly-owned debt base rates shown above
excludes $153,659 of variable rate mortgage financing, cross-collateralized
by the Company's 770 Broadway and 595 Madison Avenue office properties as
the proceeds are held in a restricted mortgage escrow account which bear
interest at the same rate as the loans.
(3) The effect of a 1% change in partially-owned debt base rates shown above is
calculated after including $37,341, representing the Company's 14.9% share
of Prime Group Realty L.P.'s ("PGE") outstanding variable rate debt as at
June 30, 2002. PGE has not filed its quarterly report on Form 10-Q for the
quarter ended September 30, 2002, prior to the filing of this quarterly
report on Form 10-Q.
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 the management of Vornado Realty Trust, our sole general
partner, including the Chief Executive Officer and 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
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 51
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.
As a result of the Company's April 30, 2002 foreclosure on the partnership
units of Prime Group Realty L.P., the Company's litigation against Primestone
discussed in the quarterly report on Form 10-Q for the quarter ended March 31,
2002, has been dismissed pursuant to the parties' stipulation on May 28, 2002.
As previously disclosed, on February 13, 2002, Primestone counterclaimed
against the Company, alleging, among other things, that the Company tortiously
interfered with a prospective contract with Cadim inc., and on March 4, 2002,
the Company filed an answer denying the essential allegations of the
counterclaim. On May 20, 2002, the Company served a motion for summary judgment
asking the Court to enter judgment in its favor on its claims against Primestone
and to dismiss Primestone's counterclaims. On July 31, 2002, Primestone moved
for leave to amend its counterclaim, primarily to assert that Vornado's April
30, 2002 foreclosure on the collateral pledged by Primestone did not comply with
the Uniform Commercial Code. This litigation is continuing. See "Item 3. Legal
Proceedings" of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 for more information about this litigation.
Primestone and several affiliates commenced an action against the Company
on May 3, 2002 in New York Supreme Court, alleging substantially the same causes
of action as in Primestone's February 13, 2002 counterclaim. In the May 3, 2002
action, Primestone also alleges that Vornado's foreclosure on the collateral
pledged by Primestone did not comply with the Uniform Commercial Code. On June
10, 2002, Vornado moved to dismiss this action. This litigation is continuing.
On May 9, 2002, five affiliates of Primestone asserted counterclaims in an
action which the Company had commenced against them on March 28, 2002 in New
York Supreme Court. The counterclaims are virtually identical to the claims
asserted in the May 3, 2002 action. On May 29, 2002, Vornado filed answer
denying the essential allegations of this counterclaim. This litigation is
continuing.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 30, 2002, the Company issued 107,134 Class A Operating
Partnership units (valued at $4,400,000) to the estate of Bernard Mendik and
the Mendik Realty Company, Inc., of which Mr. Greenbaum, an executive officer
of the Company received 4,677 Class A units, in accordance with the earn-out
provisions of the Agreement for Contribution of Interests in 20 Broad Street
LLC, dated August 5, 1998. The Class A units were issued without registration
under the Securities Act of 1933 in reliance on Section 4(2) of that Act.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K are filed herewith or
incorporated herein by reference and are listed in the attached Exhibit
Index.
(b) Reports on Form 8-K:
During the quarter ended September 30, 2002, Vornado Realty L.P. filed
no reports on Form 8-K.
Page 52
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VORNADO REALTY L.P.
------------------------------------------------
(Registrant)
By: Vornado Realty Trust,
its general partner
Date: November 8, 2002 By: /s/ Joseph Macnow
--------------------------------------------
Joseph Macnow, Executive Vice President -
Finance and Administration and
Chief Financial Officer
Page 53
CERTIFICATION
I, Steven Roth, Chief Executive Officer of Vornado Realty Trust, the sole
general partner of Vornado Realty L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vornado Realty L.P.;
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.
November 8, 2002
/s/ Steven Roth
--------------------------------
Steven Roth
Chief Executive Officer
Page 54
CERTIFICATION
I, Joseph Macnow, Chief Financial Officer of Vornado Realty Trust, the sole
general partner of Vornado Realty L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vornado Realty L.P.;
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.
November 8, 2002
/s/ Joseph Macnow
--------------------------------
Joseph Macnow,
Chief Financial Officer
Page 55
EXHIBIT INDEX
EXHIBIT
NO.
- ---------
3.1 -- Amended and Restated Declaration of Trust of Vornado, as filed with the State Department of
Assessments and Taxation of Maryland on April 16, 1993 - Incorporated by reference to
Exhibit 3(a) of Vornado's Registration Statement on Form S-4 (File No. 33-60286), filed on
April 15, 1993................................................................................. *
3.2 -- Articles of Amendment of Declaration of Trust of Vornado, as filed with the State Department of
Assessments and Taxation of Maryland on May 23, 1996 - Incorporated by reference to
Exhibit 3.2 of Vornado's Annual Report on Form 10-K for the year ended December 31, 2001 (File
No. 001-11954), filed on March 11, 2002........................................................ *
3.3 -- Articles of Amendment of Declaration of Trust of Vornado, as filed with the State Department of
Assessments and Taxation of Maryland on April 3, 1997 - Incorporated by reference to
Exhibit 3.3 of Vornado's Annual Report on Form 10-K for the year ended December 31, 2001 (File
No. 1-11954), filed on March 11, 2002.......................................................... *
3.4 -- Articles of Amendment of Declaration of Trust of Vornado, as filed with the State Department of
Assessments and Taxation of Maryland on October 14, 1997 - Incorporated by reference to
Exhibit 3.2 of Vornado's Registration Statement on Form S-3 (File No. 333-36080), filed on
May 2, 2000.................................................................................... *
3.5 -- Articles of Amendment of Declaration of Trust of Vornado, as filed with the State Department of
Assessments and Taxation of Maryland on April 22, 1998 - Incorporated by reference to Exhibit
3.1 of Vornado's Current Report on Form 8-K, dated April 22, 1998 (File No. 001-11954), filed
on April 28, 1998.............................................................................. *
3.6 -- Articles of Amendment of Declaration of Trust of Vornado, as filed with the State Department of
Assessments and Taxation of Maryland on November 24, 1999 - Incorporated by reference to
Exhibit 3.4 of Vornado's Registration Statement on Form S-3 (File No. 333-36080), filed on
May 2, 2000.................................................................................... *
3.7 -- Articles of Amendment of Declaration of Trust of Vornado, as filed with the State Department of
Assessments and Taxation of Maryland on April 20, 2000 - Incorporated by reference to
Exhibit 3.5 of Vornado's Registration Statement on Form S-3 (File No. 333-36080), filed on
May 2, 2000.................................................................................... *
3.8 -- Articles of Amendment of Declaration of Trust of Vornado, as filed with the State Department of
Assessments and Taxation of Maryland on September 14, 2000 - Incorporated by reference to
Exhibit 4.6 of Vornado's Registration Statement on Form S-8 (File No. 333-68462), filed on
August 27, 2001................................................................................ *
3.9 -- Articles of Amendment of Declaration of Trust of Vornado dated May 31, 2002, as filed with the
Department of Assessments and Taxation of the State of Maryland on June 13, 2002 -
incorporated by reference to Exhibit 3.9 to Vornado Realty Trust's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954)............................. *
3.10 -- Articles of Amendment of Declaration of Trust of Vornado dated June 6, 2002, as filed with the
Department of Assessments and Taxation of the State of Maryland on June 13, 2002 -
incorporated by reference to Exhibit 3.10 to Vornado Realty Trust's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954)............................. *
3.11 -- Articles Supplementary Classifying Vornado's $3.25 Series A Preferred Shares of Beneficial
Interest, liquidation preference $50.00 per share - Incorporated by reference to Exhibit 4.1
of Vornado's Current Report on Form 8-K, dated April 3, 1997 (File No. 001-11954), filed on
April 8, 1997.................................................................................. *
Page 56
EXHIBIT
NO.
- ---------
3.12 -- Articles Supplementary Classifying Vornado's $3.25 Series A Convertible Preferred Shares of
Beneficial Interest, as filed with the State Department of Assessments and Taxation of
Maryland on December 15, 1997 - Incorporated by reference to Exhibit 3.10 to Vornado's Annual
Report on Form 10-K for the year ended December 31, 2001 (File No. 001-11954), filed on March
31, 2002....................................................................................... *
3.13 -- Articles Supplementary Classifying Vornado's Series D-1 8.5% Cumulative Redeemable Preferred
Shares of Beneficial Interest, no par value (the "Series D-1 Preferred Shares") - Incorporated
by reference to Exhibit 3.1 of Vornado's Current Report on Form 8-K, dated November 12, 1998
(File No. 001-11954), filed on November 30, 1998............................................... *
3.14 -- Articles Supplementary Classifying Additional Series D-1 8.5% Preferred Shares of Beneficial
Interest, liquidation preference $25.00 per share, no par value - Incorporated by reference to
Exhibit 3.2 of Vornado's Current Report on Form 8-K/A, dated November 12, 1998
(File No. 001-11954), filed on February 9, 1999................................................ *
3.15 -- Articles Supplementary Classifying 8.5% Series B Cumulative Redeemable Preferred Shares of
Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by
reference to Exhibit 3.3 of Vornado's Current Report on Form 8-K, dated March 3, 1999
(File No. 001-11954), filed on March 17, 1999.................................................. *
3.16 -- Articles Supplementary Classifying Vornado's Series C 8.5% Cumulative Redeemable
Preferred Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value
- Incorporated by reference to Exhibit 3.7 of Vornado's Registration Statement on Form 8-A
(File No. 001-11954), filed on May 19, 1999.................................................... *
3.17 -- Articles Supplementary Classifying Vornado Realty Trust's Series D-2 8.375% Cumulative
Redeemable Preferred Shares, dated as of May 27, 1999, as filed with the State Department of
Assessments and Taxation of Maryland on May 27, 1999 - Incorporated by reference to Exhibit
3.1 of Vornado's Current Report on Form 8-K, dated May 27, 1999 (File No. 001-11954), filed on
July 7, 1999................................................................................... *
3.18 -- Articles Supplementary Classifying Vornado's Series D-3 8.25% Cumulative Redeemable Preferred
Shares, dated September 3, 1999, as filed with the State Department of Assessments and
Taxation of Maryland on September 3, 1999 - Incorporated by reference to Exhibit 3.1 of
Vornado's Current Report on Form 8-K, dated September 3, 1999 (File No. 001-11954), filed on
October 25, 1999............................................................................... *
3.19 -- Articles Supplementary Classifying Vornado's Series D-4 8.25% Cumulative Redeemable Preferred
Shares, dated September 3, 1999, as filed with the State Department of Assessments and
Taxation of Maryland on September 3, 1999 - Incorporated by reference to Exhibit 3.2 of
Vornado's Current Report on Form 8-K, dated September 3, 1999 (File No. 001-11954), filed on
October 25, 1999............................................................................... *
3.20 -- Articles Supplementary Classifying Vornado's Series D-5 8.25% Cumulative Redeemable Preferred
Shares - Incorporated by reference to Exhibit 3.1 of Vornado's Current Report on Form 8-K,
dated November 24, 1999 (File No. 001-11954), filed on December 23, 1999....................... *
3.21 -- Articles Supplementary Classifying Vornado`s Series D-6 8.25% Cumulative Redeemable Preferred
Shares, dated May 1, 2000, as filed with the State Department of Assessments and Taxation of
Maryland on May 1, 2000 - Incorporated by reference to Exhibit 3.1 of Vornado's Current Report
on Form 8-K, dated May 1, 2000 (File No. 001-11954), filed May 19, 2000........................ *
- ----------
* Incorporated by reference
Page 57
EXHIBIT
NO.
- ---------
3.22 -- Articles Supplementary Classifying Vornado's Series D-7 8.25% Cumulative Redeemable Preferred
Shares, dated May 25, 2000, as filed with the State Department of Assessments and Taxation of
Maryland on June 1, 2000 - Incorporated by reference to Exhibit 3.1 of Vornado's Current
Report on Form 8-K, dated May 25, 2000 (File No. 001-11954), filed on June 16, 2000............ *
3.23 -- Articles Supplementary Classifying Vornado's Series D-8 8.25% Cumulative Redeemable Preferred
Shares - Incorporated by reference to Exhibit 3.1 of Vornado's Current Report on Form 8-K,
dated December 8, 2000 (File No. 001-11954), filed on December 28, 2000........................ *
3.24 -- Articles Supplementary Classifying Vornado's Series D-9 8.75% Preferred Shares, dated September
21, 2001, as filed with the State Department of Assessments and Taxation of Maryland on
September 25, 2001 - Incorporated by reference to Exhibit 3.1 of Vornado's Current Report on
Form 8-K (File No. 001-11954), filed on October 12, 2001....................................... *
3.25 -- Amended and Restated Bylaws of Vornado, as amended on March 2, 2000 - Incorporated by reference
to Exhibit 3.12 of Vornado's Annual Report on Form 10-K for the year ended December 31, 1999
(File No. 001-11954), filed on March 9, 2000................................................... *
3.26 -- Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated
as of October 20, 1997 (the "Partnership Agreement") - Incorporated by reference to
Exhibit 3.4 of Vornado's Annual Report on Form 10-K for the year ended December 31, 1997 filed
on March 31, 1998.............................................................................. *
3.27 -- Amendment to the Partnership Agreement, dated as of December 16, 1997-Incorporated by reference
to Exhibit 3.5 of Vornado's Annual Report on Form 10-K for the year ended December 31, 1997
(File No. 001-11954) filed on March 31, 1998................................................... *
3.28 -- Second Amendment to the Partnership Agreement, dated as of April 1, 1998 - Incorporated by
reference to Exhibit 3.5 of Vornado's Registration Statement on Form S-3 (File No. 333-50095),
filed on April 14, 1998........................................................................ *
3.29 -- Third Amendment to the Partnership Agreement, dated as of November 12, 1998 - Incorporated by
reference to Exhibit 3.2 of Vornado's Current Report on Form 8-K, dated November 12, 1998
(File No. 001-11954), filed on November 30, 1998............................................... *
3.30 -- Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 - Incorporated by
reference to Exhibit 3.1 of Vornado's Current Report on Form 8-K, dated December 1, 1998 (File
No. 001-11954), filed on February 9, 1999...................................................... *
3.31 -- Exhibit A to the Partnership Agreement, dated as of December 22, 1998 - Incorporated by
reference to Exhibit 3.4 of Vornado's Current Report on Form 8-K/A, dated November 12, 1998
(File No. 001-11954), filed on February 9, 1999................................................ *
3.32 -- Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by
reference to Exhibit 3.1 of Vornado's Current Report on Form 8-K, dated March 3, 1999 (File
No. 001-11954), filed on March 17, 1999........................................................ *
3.33 -- Exhibit A to the Partnership Agreement, dated as of March 11, 1999 - Incorporated by reference
to Exhibit 3.2 of Vornado's Current Report on Form 8-K, dated March 3, 1999 (File No.
001-11954), filed on March 17, 1999............................................................ *
- ----------
* Incorporated by reference
Page 58
EXHIBIT
NO.
- ---------
3.34 -- Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated by
reference to Exhibit 3.2 of Vornado's Current Report on Form 8-K, dated May 27, 1999 (File No.
001-11954), filed on July 7, 1999.............................................................. *
3.35 -- Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated by
reference to Exhibit 3.3 of Vornado's Current Report on Form 8-K, dated May 27, 1999 (File No.
001-11954), filed on July 7, 1999.............................................................. *
3.36 -- Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated by
reference to Exhibit 3.4 of Vornado's Current Report on Form 8-K, dated May 27, 1999 (File No.
001-11954), filed on July 7, 1999.............................................................. *
3.37 -- Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by
reference to Exhibit 3.3 of Vornado's Current Report on Form 8-K (File No. 001-11954), filed
on October 25, 1999............................................................................ *
3.38 -- Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by
reference to Exhibit 3.4 of Vornado's Current Report on Form 8-K, dated September 3, 1999
(File No. 001-11954), filed on October 25, 1999................................................ *
3.39 -- Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 - Incorporated by
reference to Exhibit 3.2 of Vornado's Current Report on Form 8-K, dated November 24, 1999
(File No. 001-11954), filed on December 23, 1999............................................... *
3.40 -- Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated by
reference to Exhibit 3.2 of Vornado's Current Report on Form 8-K, dated May 1, 2000 (File No.
001-11954), filed on May 19, 2000.............................................................. *
3.41 -- Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 - Incorporated by
reference to Exhibit 3.2 of Vornado's Current Report on Form 8-K, dated May 25, 2000 (File No.
001-11954), filed on June 16, 2000............................................................. *
3.42 -- Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 - Incorporated
by reference to Exhibit 3.2 of Vornado's Current Report on Form 8-K, dated December 8, 2000
(File No. 001-11954), filed on December 28, 2000............................................... *
3.43 -- Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 - Incorporated by
reference to Exhibit 4.35 of Vornado Realty Trust's Registration Statement on Form S-8 (File
No. 333-68462), filed on August 27, 2001....................................................... *
3.44 -- Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated by
reference to Exhibit 3.3 of Vornado Realty Trust's Current Report on Form 8-K (File No.
001-11954), filed on October 12, 2001.......................................................... *
3.45 -- Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 -
Incorporated by reference to Exhibit 3.4 of Vornado Realty Trust's Current Report on Form 8-K
(File No. 001-11954), filed on October 12, 2001................................................ *
3.46 -- Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 - Incorporated by
reference to Exhibit 3.1 of Vornado's Current Report on Form 8-K (File No. 1-11954), filed on
March 18, 2002................................................................................. *
3.47 -- Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated by
reference to Exhibit 3.47 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002 (File No. 001-11954) *
- ----------
* Incorporated by reference
Page 59
EXHIBIT
NO.
- ---------
4.1 -- Indenture, dated as of June 24, 2002, between Vornado Realty L.P. and The Bank of New York, as
Trustee - Incorporated by reference to Exhibit 4.1 to Vornado Realty L.P.'s Current Report on
Form 8-K dated June 19, 2002 (File No. 000-22685), filed on June 24, 2002...................... *
4.2 -- Officer's Certificate pursuant to Sections 102 and 301 of the Indenture, dated June 24, 2002 -
Incorporated by reference to Exhibit 4.2 to Vornado Realty Trust's Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 (File No. 001-11954) *
10.1 -- Amended and Restated Credit Agreement dated July 3, 2002, between 59th Street Corporation and
Vornado Lending L.L.C. (evidencing $40,000,000 of debt) - Incorporated by reference to Exhibit
10(i)(B)(1) of Alexander's Inc.'s quarterly report for the period ended June 30, 2002 (File
No. 001-06064), filed on August 7, 2002........................................................ *
10.2 -- Credit Agreement, dated July 3, 2002, between Alexander's Inc. and Vornado Lending L.L.C.
(evidencing a $20,000,000 loan) - Incorporated by reference to Exhibit 10(i)(B)(2) of
Alexander's Inc.'s quarterly report for the period ended June 30, 2002 (File No. 001-06064),
filed on August 7, 2002........................................................................ *
10.3 -- Amended and Restated Credit Agreement, dated July 3, 2002, between Alexander's Inc. and Vornado
Lending L.L.C. (evidencing a $50,000,000 line of credit facility) - Incorporated by reference
to Exhibit 10(i)(B)(3) of Alexander's Inc.'s quarterly report for the period ended June 30,
2002 (File No. 001-06064), filed on August 7, 2002............................................. *
10.4 -- Credit Agreement, dated July 3, 2002, between Alexander's and Vornado Lending L.L.C. (evidencing
a $35,000,000 loan) - Incorporated by reference to Exhibit 10(i)(B)(4) of Alexander's Inc.'s
quarterly report for the period ended June 30, 2002 (File No. 001-06064), filed on August 7,
2002........................................................................................... *
10.5 -- Guaranty of Completion, dated as of July 3, 2002, executed by Vornado Realty L.P. for the
benefit of Bayerische Hypo- and Vereinsbank AG, New York Branch, as Agent for the Lenders -
Incorporated by reference to Exhibit 10(i)(C)(5) of Alexander's Inc.'s quarterly report for
the period ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002................... *
10.6 -- Reimbursement Agreement, dated as of July 3, 2002, by and between Alexander's, Inc., 731
Commercial LLC, 731 Residential LLC and Vornado Realty L.P. - Incorporated by reference to
Exhibit 10(i)(C)(8) of Alexander's Inc.'s quarterly report for the period ended June 30, 2002
(File No. 001-06064), filed on August 7, 2002.................................................. *
10.7 -- Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between
Alexander's, Inc. and Vornado Realty L.P. - Incorporated by reference to Exhibit 10(i)(E)(3)
of Alexander's Inc.'s quarterly report for the period ended June 30, 2002 (File No.
001-06064), filed on August 7, 2002............................................................ *
10.8 -- 59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between Vornado
Realty L.P., 731 Residential LLC and 731 Commercial LLC - Incorporated by reference to Exhibit
10(i)(E)(4) of Alexander's Inc.'s quarterly report for the period ended June 30, 2002 (File
No. 001-06064), filed on August 7, 2002........................................................ *
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EXHIBIT
NO.
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10.9 -- Amended and Restated Management and Development Agreement, dated as of July 3, 2002, by and
between Alexander's, Inc., the subsidiaries party thereto and Vornado Management Corp. -
Incorporated by reference to Exhibit 10(i)(F)(1) of Alexander's Inc.'s quarterly report for
the period ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002................... *
10.10 -- 59th Street Management and Development Agreement, dated as of July 3, 2002, by and between 731
Commercial LLC and Vornado Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(2)
of Alexander's Inc.'s quarterly report for the period ended June 30, 2002
(File No. 001-06064), filed on August 7, 2002.................................................. *
15.1 -- Letter regarding Unaudited Interim Financial Information
- ----------
* Incorporated by reference
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