EXHIBIT INDEX ON PAGE 137
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended: DECEMBER 31, 2001
Or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number: 1-11954
VORNADO REALTY TRUST
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
MARYLAND 22-1657560
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (212) 894-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Shares of beneficial New York Stock Exchange
interest, $.04 par value per share
Series A Convertible New York Stock Exchange
Preferred Shares of beneficial
interest, no par value
8.5% Series B Cumulative New York Stock Exchange
Redeemable Preferred Shares
of beneficial interest,
no par value
8.5% Series C Cumulative New York Stock Exchange
Redeemable Preferred Shares
of beneficial interest,
no par value
Securities registered pursuant to Section 12(g) of the Act: NONE
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. YES |X| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
The aggregate market value of the voting shares held by non-affiliates of the
registrant, i.e. by persons other than officers and trustees of Vornado Realty
Trust as reflected in the table in Item 12 of this Form 10-K, at February 1,
2002 was $3,613,111,000.
As of February 1, 2002, there were 103,372,574 of the registrant's common shares
of beneficial interest outstanding.
Documents Incorporated By Reference
-----------------------------------
PART III: Portions of Proxy Statement for Annual Meeting of Shareholders to be
held on May 29, 2002.
-1-
TABLE OF CONTENTS
ITEM PAGE
---- ----
PART I. 1. Business ................................................. 4
2. Properties ............................................... 12
3. Legal Proceedings ........................................ 52
4. Submission of Matters to a Vote of Security Holders ...... 53
Executive Officers of the Registrant ..................... 53
PART II. 5. Market for the Registrant's Common Equity and Related
Stockholder Matters .................................... 54
6. Selected Consolidated Financial Data ..................... 55
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 57
7A. Quantitative and Qualitative Disclosures about Market
Risk ................................................... 88
8. Financial Statements and Supplementary Data .............. 89
9. Changes In and Disagreements With Independent Auditors
on Accounting and Financial Disclosure ................. 89
PART III. 10. Directors and Executive Officers of the Registrant ....... 127
11. Executive Compensation ................................... 127
12. Security Ownership of Certain Beneficial Owners and
Management ............................................. 127
13. Certain Relationships and Related Transactions ........... 127
PART IV. 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K ............................................ 128
SIGNATURES ............................................................... 129
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(1) The Registrant will file a definitive Proxy Statement pursuant to
Regulation 14A involving the election of directors with the Securities and
Exchange Commission not later than 120 days after December 31, 2001, which
is incorporated by reference herein. Information relating to Executive
Officers of the Registrant appears on page 53 of this Annual Report on
Form 10-K.
-2-
FORWARD LOOKING STATEMENTS
Certain statements contained herein constitute forward-looking
statements as such term is defined in Section 27A of the Securities Act of
1933, as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). 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", "estimates", "intends", "plans" or
similar expressions in this annual report on form 10-K. 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, the following: (a) national, regional and local
economic conditions; (b) the continuing impact of the September 11, 2001
terrorist attacks on our tenants and the national, regional and local
economies, including, in particular, the New York City and Washington, D.C.
metropolitan areas; (c) local conditions such as an oversupply of space or a
reduction in demand for real estate in the area; (d) the financial conditions
of tenants; (e) competition from other available space; (f) whether tenants
consider a property attractive; (g) whether we are able to pass some or all
of any increased operating costs we experience through to our tenants; (h)
how well we manage our properties; (i) increased interest expense; (j)
decreases in market rental rates; (k) the timing and costs associated with
property improvements and rentals; (l) changes in taxation or zoning laws;
(m) government regulations; (n) our failure to continue to qualify as a real
estate investment trust; (o) availability of financing on acceptable terms;
(p) potential liability under environmental or other laws or regulations; and
(q) general competitive factors.
For these statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995. You are cautioned not to place undue reliance on our
forward-looking statements, which speak only as of the date of this annual
report on Form 10-K or the date of any document incorporated by reference. All
subsequent written and oral forward-looking statements attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. We do not
undertake any obligation to release publicly any revisions to our
forward-looking statements to reflect events or circumstances after the date of
this Form 10-K to reflect the occurrence of unanticipated events. Furthermore,
many of these factors may be more likely to occur as a result of the September
11, 2001 terrorist attacks.
-3-
PART I
ITEM 1. BUSINESS
THE COMPANY
Vornado Realty Trust is a fully-integrated real estate investment trust
("REIT"). Vornado conducts its business through Vornado Realty L.P., a Delaware
limited partnership (the "Operating Partnership"). Vornado is the sole general
partner of, and owned approximately 79% of the common limited partnership
interest in, the Operating Partnership at February 1, 2002. All references to
the "Company" and "Vornado" refer to Vornado Realty Trust and its consolidated
subsidiaries, including the Operating Partnership.
The Company currently owns directly or indirectly:
OFFICE PROPERTIES ("OFFICE"):
(i) all or portions of 73 office properties aggregating
approximately 27.2 million square feet in the New York City metropolitan
area (primarily Manhattan) and in the Washington D.C. and Northern
Virginia area;
RETAIL PROPERTIES ("RETAIL"):
(ii) 55 shopping center properties in six states and Puerto Rico
aggregating approximately 11.3 million square feet, including 1.4 million
square feet built by tenants on land leased from the Company;
MERCHANDISE MART PROPERTIES:
(iii) 8.6 million square feet of showroom and office space,
including the 3.4 million square foot Merchandise Mart in Chicago;
TEMPERATURE CONTROLLED LOGISTICS:
(iv) a 60% interest in the Vornado/Crescent partnerships that own 89
warehouse facilities nationwide with an aggregate of approximately 445
million cubic feet of refrigerated space leased to AmeriCold Logistics;
OTHER REAL ESTATE INVESTMENTS:
(v) 33.1% of the outstanding common stock of Alexander's, Inc.
("Alexander's");
(vi) the Hotel Pennsylvania in New York City consisting of a hotel
portion containing 1.0 million square feet with 1,700 rooms and a
commercial portion containing .4 million square feet of retail and office
space;
(vii) a 21.1% interest in The Newkirk Master Limited Partnership
which owns office, retail and industrial properties net leased primarily
to credit rated tenants, and various debt interests in such properties;
(viii) eight dry warehouse/industrial properties in New Jersey
containing approximately 2.0 million square feet; and
(ix) other investments, including interests in other real estate,
marketable securities and loans and notes receivable.
-4-
OBJECTIVES AND STRATEGY
The Company's business objective is to maximize shareholder value. The
Company intends to achieve its business objective by continuing to pursue its
investment philosophy and executing its operating strategies through:
o Maintaining a superior team of operating and investment
professionals and an entrepreneurial spirit;
o Investing in properties in select markets, such as New York City and
Washington D.C., where the Company believes there is high likelihood
of capital appreciation;
o Acquiring quality properties at a discount to replacement cost and
where there is a significant potential for higher rents;
o Investing in retail properties in select understored locations such
as the New York City metropolitan area;
o Investing in fully integrated operating companies that have a
significant real estate component with qualified, experienced
operating management and strong growth potential which can benefit
from the Company's access to efficient capital;
o Developing/redeveloping the Company's existing properties to
increase returns and maximize value; and
o On occasion, providing specialty financing to real estate companies.
The Company expects to finance its growth, acquisitions and investments
using internally generated funds, proceeds from possible asset sales and by
accessing the public and private capital markets.
ACQUISITIONS
On January 1, 2002, the Company acquired the remaining 66% of Charles E.
Smith Commercial Realty ("CESCR") it did not previously own. The consideration
for the remaining 66% of CESCR was approximately $1,600,000,000, consisting of
15.7 million newly issued Vornado Operating Partnership units (valued at
$608,000,000) and acquiring the assets subject to $992,000,000 of debt (66% of
CESCR's total debt). CESCR owns and manages 12.9 million square feet of office
properties in Washington D.C. and Northern Virginia and manages an additional
5.8 million square feet of office and other commercial properties in the
Washington D.C. area.
DISPOSITIONS
In 2001, the Company sold: (i) its 50% interest in 570 Lexington Avenue
for $60,000,000 resulting in a gain of $12,445,000, (ii) its leasehold interest
in 550/600 Mamaroneck Avenue for $22,500,000 which approximated book value, and
(iii) its 80% interest in 52 condominium units of the total 53 units at the Park
Laurel residential condominium project in New York resulting in an after tax net
gain of $15,657,000.
Further details of the Company's dispositions are disclosed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Part II of this document.
-5-
DEVELOPMENT AND REDEVELOPMENT PROJECTS
The following table sets forth certain information for
development/redevelopment projects:
($ in millions) The Company's Share of
-------------------------------------------------
Costs Expended
----------------------------------
Estimated Estimated Year Ended Estimated Costs
Projects Completion Date Project Cost December 31, 2001 to Complete
-------- --------------- ------------ ----------------- ---------------
COMPLETED IN 2001:
Merchandise Mart:
Plaza Suites on Main Street, High Point -
construction of 433,000 square feet of showrooms . Fall 2001 $ 37.2 $ 27.5 $ --
Park Laurel (69% interest) - construction and sale of
119,000 square foot residential condominium tower in
Manhattan (as of March 1, 2002, 52 of the 53 units
have been sold for an aggregate of $139.5) ......... Fall 2001 109.9 39.1 --
------------ ------------ ---------
$ 147.1 $ 66.6 $ --
============ ============ =========
IN PROCESS:
Office:
New York City:
Penn Plaza Area:
435 Seventh Avenue - demolition of existing
buildings and the construction of 43,000
square feet of retail space pre-leased to
Hennes & Mauritz ............................. Fall 2002 $ 19.9 $ 5.3 $ 14.1
GreenPoint site adjacent to One Penn Plaza -
redevelopment of 28,000 square feet of retail
space ........................................ Spring 2002 12.5 3.4 8.4
640 Fifth Avenue - construction of additional
48,000 square feet of office space and
redevelopment of existing building ............. Spring 2003 50.7 1.4 49.3
175 Lexington Avenue (50% interest) - construction
of a 45,000 square foot building containing
approximately 2,300 square feet of commercial
space and 42,700 square feet of low income
residential housing to be exchanged upon
completion for air rights ...................... Spring 2002 7.7 2.3 3.3
Merchandise Mart:
400 North LaSalle, Chicago (85% interest) -
construction of 378,000 square foot high rise
rental apartment complex ......................... Spring 2004 71.2 2.3 68.9
Wells Kinzie Garage - Chicago (50% interest) -
244,000 square foot parking garage adjacent to 400
North LaSalle .................................... Spring 2002 11.1 5.5 5.6
Other:
Fort Lee, New Jersey (75% interest) - construction
of a 41-story, 800,000 square foot high rise
rental apartment complex ......................... Summer 2002 100.3 48.2 8.8
------------ ------------ ---------
$ 273.4 $ 68.4 $ 158.4
============ ============ =========
The above table does not include the capital requirements of Alexander's
and Temperature Controlled Logistics which are described in Item 2: Properties.
The Company is also in the pre-development phase of a number of projects
including: (i) redevelopment of retail space in the Penn Plaza area, (ii) the
redevelopment of retail space in Crystal City, (iii) the redevelopment of the
former Bradlees building at 14th Street and Union Square to include office
and/or retail space, (iv) the refurbishment of the Hotel Pennsylvania and (v)
the construction of an office tower in excess of 1,000,000 square feet at 20
Times Square (70% interest). Further, the Company is reviewing opportunities in
connection with New York City's recent approval of a Penn Plaza signage
district.
There can be no assurance that the above projects will be commenced or
will be successful.
-6-
OPERATIONS OF VORNADO OPERATING COMPANY
In October 1998, Vornado Operating Company ("Vornado Operating") was spun
off from the Company in order to own assets that the Company could not itself
own and conduct activities that the Company could not itself conduct.
The Company and Vornado Operating are parties to certain agreements
described below.
REVOLVING CREDIT AGREEMENT
Vornado Operating was granted a $75,000,000 unsecured revolving credit
facility from the Company (the "Revolving Credit Agreement") which expires on
December 31, 2004. Borrowings under the Revolving Credit Agreement bear interest
at LIBOR plus 3%. The Company receives a commitment fee equal to 1% per annum on
the average daily unused portion of the facility. No amortization is required to
be paid under the Revolving Credit Agreement during its term. The Revolving
Credit Agreement prohibits Vornado Operating from incurring indebtedness to
third parties (other than certain purchase money debt and certain other
exceptions) and prohibits Vornado Operating from paying dividends. As of
December 31, 2001, $31,424,000 was outstanding under the Revolving Credit
Agreement.
AGREEMENT WITH VORNADO OPERATING
The Company and Vornado Operating are parties to an Agreement pursuant to
which, among other things, (i) the Company will under certain circumstances
offer Vornado Operating an opportunity to become the lessee of certain real
property owned now or in the future by the Company (under mutually satisfactory
lease terms) and (ii) Vornado Operating will not make any real estate investment
or other REIT-Qualified Investment unless it first offers the Company the
opportunity to make such investment and the Company has rejected that
opportunity.
Under the Agreement, the Company provides Vornado Operating with certain
administrative, corporate, accounting, financial, insurance, legal, tax, data
processing, human resources and operational services. For these services,
Vornado Operating compensates the Company in an amount determined in good faith
by the Company as the amount an unaffiliated third party would charge Vornado
Operating for comparable services and reimburses the Company for certain costs
incurred and paid to third parties on behalf of Vornado Operating. Pursuant to
the Agreement, compensation for such services was approximately $371,000,
$330,000 and $330,000 for the years ended December 31, 2001, 2000 and 1999.
Vornado Operating and the Company each have the right to terminate the
Agreement if the other party is in material default of the Agreement or upon 90
days written notice to the other party at any time after December 31, 2003. In
addition, the Company has the right to terminate the Agreement upon a change in
control of Vornado Operating.
VORNADO OPERATING'S MANAGEMENT
Messrs. Roth, Fascitelli, West and Wight are directors of Vornado
Operating. Mr. Roth is also Chairman of the Board and Chief Executive Officer of
Vornado Operating, Mr. Fascitelli is also President of Vornado Operating, and
certain other members of the Company's senior management hold corresponding
positions with Vornado Operating.
TEMPERATURE CONTROLLED LOGISTICS BUSINESS
On March 11, 1999, the Vornado/Crescent Partnerships sold all of the
non-real estate assets of Temperature Controlled Logistics encompassing the
operations of the temperature controlled business for approximately $48,700,000
to a new partnership ("AmeriCold Logistics") owned 60% by Vornado Operating
Company and 40% by Crescent Operating Inc. AmeriCold Logistics leases the
underlying temperature controlled warehouses used in this business from the
Vornado/Crescent Partnerships ("the Landlord") which continue to own the real
estate. The leases, as amended, generally have a 15 year term with two-five year
renewal options and provide for the payment of fixed base rent and percentage
rent based on revenue AmeriCold Logistics receives from its customers. On
February 22, 2001, the Landlord restructured the AmeriCold Logistics leases to,
among other things, (i) reduce 2001's contractual rent to $146,000,000, (ii)
reduce 2002's contractual rent to $150,000,000 (plus contingent rent in certain
circumstances), (iii) increase the Landlord's share of annual maintenance
capital expenditures by $4,500,000 to $9,500,000 effective January 1, 2000 and
(iv) allow AmeriCold Logistics to defer rent to December 31, 2003 to the extent
cash is not available, as defined in the leases, to pay such rent. Based on the
Company's policy of recognizing rental income when earned and collection is
assured or cash is received, the Company did not recognize $15,281,000 and
$8,606,000 of the rent it was due in the years ended December 31, 2001 and 2000.
On December 31, 2001, the Landlord released the tenant from its obligation to
pay $39,812,000 of deferred rent of which the Company's share was $23,887,000.
This amount equals the rent which was not recognized as income by the Company
and accordingly had no profit and loss effect to the Company.
Vornado Operating has previously disclosed that its investments are not
expected to generate sufficient cash flow to pay all of its expenses for the
foreseeable future. As a result, to enable Vornado Operating to meet its cash
requirements, the Company anticipates that the leases with Vornado Operating's
investee may be restructured to provide additional cash flow and Vornado
Operating's investee may sell non-core assets.
-7-
OTHER INVESTMENTS
(amounts in thousands)
The Company's other investments at December 31, 2001 are comprised of:
Other Real Estate Investments:
Carried at Equity*:
Starwood Ceruzzi Joint Venture (1)................................. $ 25,791
The Park Laurel Joint Venture (2).................................. (4,745)
Consolidated:
The Palisades Joint Venture (3).................................... 122,000
Student Housing (4)................................................ 26,918
--------
$169,964
========
Marketable Securities, including $48,758 of Capital Trust, Inc.
("Capital Trust") preferred securities (5)............................ $126,774
========
Notes and Mortgage Loans Receivable:
NorthStar Partnership L.P. (6)..................................... $ 57,641
Primestone Investment Partners, L.P. (7)........................... 106,768
Dearborn Center (8)................................................ 21,522
Commonwealth Atlantic Properties, an affiliate of Lazard Freres
Real Estate Investors L.L.C. ("CAPI") (9)........................ 41,200
Vornado Operating (see page 7 for further details)................. 31,424
--------
$258,555
========
* The Company does not have unilateral control over key decisions with
respect to these partially-owned entities and therefore does not
consolidate their operations and financial position and applies the equity
method of accounting in accordance with generally accepted accounting
principles. The Company includes its share of partially-owned entities
debt in reporting its exposure to a change in interest rates under Item 7A
"Quantitive and Qualitative Disclosures about Market Risk" and in its
ratio of debt-to-enterprise value as disclosed on page 10. See Note 4 -
"Investments in Partially-Owned Entities" to the Financial Statements for
details by investment.
----------
(1) STARWOOD CERUZZI JOINT VENTURE
The Starwood Ceruzzi Joint Venture was formed in 2000 by the Company, the
80% non-managing partner, and Starwood Ceruzzi, the 20% managing partner,
to acquire fee and leasehold interests in properties formerly occupied by
Hechinger Inc., a home improvement retailer which was liquidated. In the
first quarter of 2000, the joint venture acquired two fee interests
containing 210,000 square feet and four leasehold interests containing
400,000 square feet in properties located in Pennsylvania, Virginia,
Maryland and Ohio. One of the fee interests was sold in March, 2001 for
$8,000, resulting in a gain of $1,744 (of which the Company's share was
$1,395). The venture is redeveloping the remaining properties for retail
use and will net lease them to tenants. The venture has no debt.
(2) PARK LAUREL JOINT VENTURE
The Park Laurel Joint Venture was formed in 1997 to develop a property in
Manhattan, consisting of 94,000 square feet to be owned and used by the
YMCA and 119,000 square feet of residential condominiums to be sold by the
Company and its joint venture partner. Vornado has a 69% interest and
shares control with its partners. The total cost of the project was
approximately $109,900. In the third and fourth quarters of 2001, the
joint venture completed the sale of 52 condominium units of the total
53 units and received proceeds of $139,548. The Company's share of the
after tax net gain was $15,657 and is after a charge of $3,953 (net of
a tax benefit of $1,826) for awards accrued under the venture's incentive
compensation plan. The credit balance at December 31, 2001 is a result of
the above mentioned accrual.
(3) THE PALISADES JOINT VENTURE
The Palisades Joint Venture was formed in 1999 to develop an 800,000
square foot high-rise residential tower in Fort Lee, New Jersey. The joint
venture agreement provides for the Company to contribute 95% of the equity
and receive 75% of the net profit after a 12% preferred return. The
estimated total cost of the project is $133,700. Costs incurred to date
are $122,000, of which $90,500 has been funded by a construction loan,
$30,000 by the Company and $1,500 by the Company's partner. The property
is expected to become operational in the Summer of 2002. Upon completion,
the complex will include a 41-story residential tower containing 538
apartments and an 800 space parking facility.
(4) STUDENT HOUSING
In January 2000, the Company and its joint venture partner acquired a
252-unit student housing complex in Gainesville, Florida, for
approximately $27,000. The Company has a 90% interest in the joint
venture.
-8-
(5) CAPITAL TRUST PREFERRED SECURITIES
The Company's investment at December 31, 2001 is comprised of (i)
approximately $30,000 of 8.25% step-up convertible junior subordinated
debentures and (ii) approximately $20,000 of 13% step-up junior
subordinated debentures. The blended coupon rate was 10.16% per annum at
December 31, 2001. The convertible amount is convertible into shares of
Class A common stock of Capital Trust (NYSE:CT) at a conversion price of
$7.00 per share. The convertible amount is redeemable by Capital Trust, in
whole or in part, on or after September 30, 2004. The non-convertible
amount is redeemable by Capital Trust, in whole or in part, at any time.
Mr. Roth, the Chairman and Chief Executive Officer of Vornado Realty
Trust, is a member of the Board of Directors of Capital Trust nominated
by the Company.
(6) LOAN TO NORTHSTAR PARTNERSHIP, L.P.
On September 19, 2000, the Company acquired $75,000 of subordinated
unsecured debt of NorthStar Partnership, L.P., a private real estate
company, for $65,000. The loan bears interest at 11.5% per annum, requires
quarterly principal payments of $2,500 and matures in May 2002. All of the
quarterly principal payments have been received by the Company in
accordance with the loan agreement with the exception of the payment due
on September 28, 2001 which was not received until October 30, 2001.
(7) LOAN TO PRIMESTONE INVESTMENT PARTNERS, L.P.
On September 28, 2000, the Company made a $62,000 loan to Primestone
Investment Partners, L.P. The Company received a 1% upfront fee and is
entitled to receive certain other fees aggregating approximately 3% upon
repayment of the loan. The loan bears interest at 16% per annum.
Primestone Investment Partners, L.P. defaulted on the repayment of this
loan on October 25, 2001. The Company's loan was subordinate to $37,957 of
other debt of the borrower. On October 31, 2001, the Company purchased the
other debt for its face amount. The loans are secured by 7,944,893
partnership units in Prime Group Realty, L.P., the operating partnership
of Prime Group Realty Trust (NYSE:PGE), which units are exchangeable for
the same number of shares of PGE. The loans are also guaranteed by
affiliates of the borrower. The Company has commenced foreclosure
proceedings with respect to the collateral.
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 reducing the
Company's net investment in the loans at December 31, 2001 to $56,768,
including unpaid interest and fees of $6,790. Under the terms of the
participation agreement, cash payments received shall be applied (i)
first, to the reimbursement of reimbursable out-of-pocket costs and
expenses incurred in connection with the servicing, administration or
enforcement of the loans after November 19, 2001, (ii) second, to the
Company and Cadim pro rata in proportion to the amount of interest and
fees owed to them (all of such fees and interest accrued through November
19, 2001 are for the account of Vornado and all of such fees and interest
accrued after November 19, 2001 accrue on a 50/50 basis to the Company and
Cadim) and (iii) third, 50% to the Company and 50% to Cadim. The Company
has agreed that in the event the Company acquires the collateral in a
foreclosure proceeding it will, upon the request of Cadim, deliver 50% of
such collateral to Cadim.
For financial reporting purposes, the gross amount of the loan, $106,768,
is included in "Notes and mortgage loans receivable" and Cadim's 50%
participation, $50,000, is reflected in "Other liabilities". The Company
did not recognize income on these loans for the period from November 19,
2001 through December 31, 2001, and will not recognize income until such
time that cash is received or foreclosure proceedings have been
consummated. The Company believes that the value of the collateral and the
guarantees is sufficient to cover the carrying amount of the loans
receivable including unpaid interest and fees (See Item. 3 - "Legal
Proceedings").
(8) DEARBORN CENTER
The Company's investment of $21,522 represents a 38.5% interest in $55,901
funded of a $65,000 mezzanine loan to an entity whose sole asset is
Dearborn Center, a 1.5 million square foot high-rise office tower
under construction in Chicago. The entity is owned by Prime Group
Realty L.P. and another investor. The Company is a member of a
loan syndicate led by a money center bank. The proceeds of the loan are
being used to finance the construction, and are subordinate to a $225,000
first mortgage. The loan is due January 21, 2004, three years from the
date of the initial draw, and provides for a 1 year extension at the
borrower's option (assuming net operating income at a specified level and
a cash reserve sufficient to fund interest for the extension period). The
loan bears interest at 12% per annum plus additional interest ranging from
a minimum of 9.5% to a maximum of 13% if certain leasing thresholds are
not met.
(9) CAPI
In March 1999, in connection with the Company's acquisition of land under
certain of the CESCR office properties from CAPI, the Company made a
$41,200 loan to CAPI, which matures in June 2004. Interest on the loan
was 8.5% at December 31, 2001. The loan is secured by approximately
1,100,000 units of Vornado Realty, L.P. Series E-1 Convertible Preferred
Units (with a liquidation value of $55,000 at December 31, 2001) issued to
CAPI in connection with the acquisition. Each Series E-1 Unit is
convertible into 1.1364 shares of Vornado Realty Trust.
-9-
FINANCING ACTIVITIES
On September 20, 2001, the Company sold an aggregate of $45,000,000 8.25%
Series D-9 Cumulative Redeemable Preferred Units to an institutional investor
resulting in net proceeds of approximately $43,875,000.
On November 19, 2001, the Company sold 9,775,000 common shares pursuant to
an effective registration statement based on the closing price of $40.58 on the
NYSE. The net proceeds to the Company were approximately $377,200,000. In
connection therewith, the Company repaid the $285,000,000 then outstanding under
its revolving credit facility.
On February 25, 2002, the Company sold 884,543 shares to a closed-end fund
and 514,200 shares to a unit investment trust based on the closing price of
$42.96 on the NYSE. The net proceeds to the Company were approximately
$57,042,000.
In addition, the Company completed property level financings of
$254,000,000 in 2001.
Further details of the Company's financing activities are disclosed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Part II of this document.
At December 31, 2001, the ratio of debt-to-enterprise value (market equity
value plus debt less cash) was 38% based on debt of $3.6 billion, including the
Company's proportionate share of debt of partially-owned non-consolidated
entities. In the future, in connection with its strategy for growth, this
percentage may change. The Company's policy concerning the incurrence of debt
may be reviewed and modified from time to time without the vote of shareholders.
The Company may seek to obtain funds through equity offerings, debt
financings or asset sales, although there is no express policy with respect
thereto. The Company may offer its shares or Operating Partnership units in
exchange for property and may repurchase or otherwise re-acquire its shares or
any other securities in the future.
EBITDA BY SEGMENT AND REGION
The following table sets forth the percentage of the Company's EBITDA(1)
by segment and region for the years ended December 31, 2001, 2000, and 1999. The
proforma column gives effect to the January 1, 2002 acquisition by the Company
of the remaining 66% interest in CESCR described previously, as if it had
occurred on January 1, 2001.
PERCENTAGE OF EBITDA(1)
----------------------------------------------------
Years Ended December 31,
----------------------------------------------------
Proforma Historical
-------- ----------------------------------
2001 2001 2000 1999
-------- ---- ---- ----
SEGMENT
Office:
New York........................................... 31% 38% 35% 32%
CESCR.............................................. 26% 10% 10% 10%
---- ---- ---- ----
Total.............................................. 57% 48% 45% 42%
Retail................................................ 12% 15% 16% 19%
Merchandise Mart Properties........................... 12% 14% 12% 12%
Temperature Controlled Logistics...................... 8% 10% 13% 16%
Other................................................. 11% 13% 14% 11%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
REGION
New York City metropolitan area....................... 42% 52% 50% 48%
Washington D.C./Northern Virginia metropolitan area... 26% 11% 12% 12%
Chicago............................................... 9% 11% 9% 8%
Philadelphia metropolitan area........................ -- 1% 3% 4%
Puerto Rico........................................... 1% 2% 2% 2%
Other (2)............................................. 22% 23% 24% 26%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
----------
(1) EBITDA represents income before interest, taxes, depreciation and
amortization, extraordinary or non-recurring items, gains 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 may not be comparable to similarly titled measures
employed by other companies.
(2) Other includes the Temperature Controlled Logistics segment which has
warehouse facilities in 33 states and Alberta, Canada. See page 36 for
details.
-10-
ALEXANDER'S
The Company owns 33.1% of the outstanding shares of common stock of
Alexander's. See "Interstate Properties" below for a description of Interstate's
ownership of the Company and Alexander's.
Alexander's has seven properties (see Item 2. Properties--Alexander's).
At December 31, 2001, the Company had loans receivable from Alexander's of
$119,000,000, including $24,000,000 drawn under the $50,000,000 line of credit
the Company granted to Alexander's on August 1, 2000. The maturity date of the
loan and the line of credit were extended to April 15, 2003. The interest rates
on the loan and line of credit will reset on March 15, 2002, and quarterly
thereafter, using the same spread to treasuries as presently exists with a 3%
floor for treasuries.
The Company manages, develops and leases the Alexander's properties under
a management and development agreement (the "Management Agreement") and a
leasing agreement (the "Leasing Agreement") pursuant to which the Company
receives annual fees from Alexander's. These agreements have a one-year term
expiring in March of each year and are automatically renewable. See Item 2 -
"Properties" for a description of Alexander's properties and development and
redevelopment projects.
Alexander's common stock is listed on the New York Stock Exchange under
the symbol "ALX".
INTERSTATE PROPERTIES
As of December 31, 2001, Interstate Properties and its partners owned
approximately 15.5% of the common shares of beneficial interest of the Company,
27.5% of Alexander's common stock and beneficial ownership of 17.8% of Vornado
Operating. Interstate Properties is a general partnership in which Steven Roth,
David Mandelbaum and Russell B. Wight, Jr. are the partners. Mr. Roth is the
Chairman of the Board and Chief Executive Officer of the Company, the Managing
General Partner of Interstate Properties, and the Chief Executive Officer and a
director of both Alexander's and Vornado Operating. Mr. Wight is a trustee of
the Company and is also a director of both Alexander's and Vornado Operating.
Mr. Mandelbaum is a trustee of the Company and is also a director of
Alexander's.
COMPETITION
The Company's business segments, Office, Retail, Merchandise Mart
Properties, Temperature Controlled Logistics, and Other operate in highly
competitive environments. The Company has a large concentration of properties in
the New York City metropolitan area and in the Washington, D.C. and Northern
Virginia area. The Company competes with a large number of real estate property
owners and developers. Principal factors of competition are rent charged,
attractiveness of location and the quality and breadth of services provided. The
Company's success depends upon, among other factors, the trends of the national
and local economies, the financial condition and operating results of current
and prospective tenants and customers, the availability and cost of capital,
construction and renovation costs, taxes, governmental regulations, legislation
and population trends.
ENVIRONMENTAL REGULATIONS
The Company's operations and properties are subject to a variety of
environmental laws and regulations in each of the jurisdictions in which it
operates governing, among other things, soil and groundwater contamination, the
use, handling and disposal of hazardous substances, air emissions, wastewater
discharges, and employee health and safety. Under various Federal and state laws
and regulations, a current or previous owner or operator of real estate may be
required to investigate and clean up hazardous substances released at a property
and may be held liable to a governmental entity or to third parties for property
damage or personal injuries and for investigation and clean-up costs incurred by
the parties in connection with the contamination. These laws can impose
liability without regard to whether the owner or operator knew of, or caused,
the release of such substances. The presence of contamination or the failure to
remediate contamination may adversely affect the owner's ability to sell or
lease real estate or to borrow using the real estate as collateral. Other
Federal, state and local laws and regulations require abatement or removal of
asbestos-containing materials that are damaged, decayed or distributed by
demolition, renovation or remodeling. The laws also govern emissions of and
exposure to asbestos fibers in the air. Air emissions, waste-water discharges,
the maintenance and removal of lead paint and certain electrical equipment
containing polychlorinated-biphenyls (PCBs), and the operation and subsequent
removal of underground storage tanks are also regulated by Federal and state
laws. In connection with the ownership, operation and management of its
properties, the Company could be held liable for the costs of remedial action
with respect to such regulated substances and tanks and related claims for
personal injury, property damage or fines.
-11-
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 condition. However, there can be no assurance
that the identification of new compliance concerns or undiscovered areas of
contamination, changes in the extent or known scope of contamination, the
discovery of additional sites, or changes in cleanup or compliance requirements
would not result in significant costs to the Company.
INSURANCE
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 included coverage for terrorist acts, except for acts
of war. Since September 11, 2001, insurance companies are excluding terrorists
acts from coverage in all risk policies. In 2002, the Company has been unable to
obtain all risk insurance which includes coverage for terrorists acts for
policies it has renewed including the New York City Office portfolio and may not
be able to obtain such coverage for any of its other properties in the future.
Therefore, the risk of financial loss in the case of terrorist acts is the
Company's, which loss could be material.
The Company's debt instruments, consisting of mortgage loans secured by
its properties (which are generally non-recourse to the Company) 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. In addition, 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.
CERTAIN ACTIVITIES
Acquisitions and investments are not required to be based on specific
allocation by type of property. The Company has historically held its properties
for long-term investment; however, it is possible that properties in the
portfolio may be sold in whole or in part, as circumstances warrant, from time
to time. Further, the Company has not adopted a policy that limits the amount or
percentage of assets which would be invested in a specific property. While the
Company may seek the vote of its shareholders in connection with any particular
material transaction, generally the Company's activities are reviewed and may be
modified from time to time by its Board of Trustees without the vote of
shareholders.
EMPLOYEES
The Company has approximately 1,446 employees consisting of 306 in the
Office Properties segment (including 210 as a result of the CESCR acquisition),
39 in the Retail Properties segment, 487 in the Merchandise Mart Properties
segment, 456 at the Hotel Pennsylvania and 158 corporate staff. This does not
include employees of partially-owned entities.
SEGMENT DATA
The Company operates in four business segments: Office Properties, Retail
Properties, Merchandise Mart Properties and Temperature Controlled Logistics.
The Company engages in no foreign operations other than one temperature
controlled warehouse in Canada.
The Company's principal executive offices are located at 888 Seventh
Avenue, New York, New York 10019; telephone (212) 894-7000.
ITEM 2. PROPERTIES
The Company currently owns, directly or indirectly, Office properties,
Retail properties, Merchandise Mart properties and Temperature Controlled
Logistics refrigerated warehouses. The Company also owns or has investments in
Alexander's, Hotel Pennsylvania, The Newkirk Master Limited Partnership, and dry
warehouses and industrial buildings.
-12-
OFFICE
The Company currently owns all or a portion of 73 office properties
containing approximately 27.2 million square feet. Of these properties, 22
containing 14.3 million square feet are located in the New York City
metropolitan area (primarily Manhattan) (the "New York City Office Properties")
and 51 containing 12.9 million square feet are located in the Washington D.C.
and Northern Virginia area (the "CESCR Office Properties"). Prior to January 1,
2002, the Company owned a 34% interest in CESCR. On January 1, 2002, the Company
acquired the remaining 66% interest.
The following data on pages 13 to 18 covers the New York City Office
Properties. The CESCR Office Properties are described on pages 19 to 22.
NEW YORK CITY OFFICE PROPERTIES:
The New York City Office Properties contain: (i) 13,149,000 square feet of
office space, (ii) 812,000 square feet of retail space and (iii) 339,000 square
feet of garage space (5 garages).
The following table sets forth the percentage of the New York City Office
Properties 2001 revenue by tenants' industry:
Industry Percentage
-------- ----------
Publishing .......................................................... 9%
Retail .............................................................. 9%
Media and Entertainment ............................................. 7%
Legal ............................................................... 6%
Insurance ........................................................... 6%
Government .......................................................... 6%
Finance ............................................................. 5%
Service Contractors ................................................. 5%
Technology .......................................................... 4%
Apparel ............................................................. 4%
Not-for-Profit ...................................................... 3%
Pharmaceuticals ..................................................... 3%
Advertising ......................................................... 3%
Bank Branches ....................................................... 2%
Other ............................................................... 28%
The Company's New York City Office property lease terms generally range
from 5 to 7 years for smaller tenant spaces to as long as 20 years for major
tenants. Leases typically provide for step-ups in rent periodically over the
term of the lease and pass through to tenants the tenant's share of increases in
real estate taxes and operating expenses over a base year. Electricity is
provided to tenants on a submetered basis or included in rent based on surveys
and adjusted for subsequent utility rate increases. Leases also typically
provide for tenant improvement allowances for all or a portion of the tenant's
initial construction costs of its premises.
-13-
No tenant in the office segment accounted for more than 10% of the
Company's total revenue. Below is a listing of tenants which accounted for 2% or
more of the New York City Office Properties revenues in 2001:
Square Feet 2001
Tenant Leased Revenues Percentage
------ ----------- -------- ----------
Sterling Winthrop, Inc............. 429,000 $18,088,000 3.4%
VNU Inc............................ 515,000 16,967,000 3.2%
The McGraw-Hill Companies, Inc..... 518,000 15,407,000 2.9%
Times Mirror Company............... 519,000 12,311,000 2.3%
The following table sets forth lease expirations as of December 31, 2001,
for the New York Office property leases for each of the next 10 years assuming
that none of the tenants exercise their renewal options.
Annual Escalated
Percentage of Rent of Expiring Leases
Number of Square Feet of Total Leased ----------------------------------
Year Expiring Leases Expiring Leases Square Feet Total Per Square Foot
---- --------------- --------------- ----------- ----- ---------------
2002...................... 198 746,000 5.6% $ 23,101,000 $ 30.98
2003...................... 105 520,000(1) 3.9% 19,379,000 37.27
2004...................... 122 952,000 7.1% 36,819,000 38.68
2005...................... 109 655,000 4.9% 25,142,000 38.37
2006...................... 99 1,212,000 9.1% 41,067,000 33.88
2007...................... 50 780,000 5.9% 28,465,000 36.51
2008...................... 53 1,127,000 8.5% 37,750,000 33.51
2009...................... 48 591,000 4.4% 21,277,000 35.99
2010...................... 45 1,335,000 10.0% 48,223,000 36.13
2011...................... 26 942,000 7.1% 43,828,000 46.52
----------
(1) Excludes 492,000 square feet at 909 Third Avenue leased to the U.S. Post
Office. The annual escalated rent is $3,271,000 or $6.64 per square foot.
The U.S. Post Office has 7 five-year renewal options remaining.
As of February 1, 2002, the occupancy rate of the Company's New York City
Office properties was 97%. The following table sets forth the occupancy rate and
the average annual escalated rent per square foot for the New York City Office
properties at the end of each of the past four years.
Average Annual
As of Rentable Escalated Rent
December 31, Square Feet Occupancy Rate Per Square Foot
---------------------- ----------- -------------- ---------------
2001.................. 14,300,000 97% $ 35.53
2000.................. 14,396,000 96% $ 32.18
1999.................. 14,028,000 95% $ 30.16
1998.................. 12,437,000 91% $ 28.14
-14-
The Company launched PowerSpace flexible shared office space in September
2000. Offices range in size from 80 to 1,200 square feet. Lease terms range from
one month to a year. The PowerSpace product line includes individual offices,
group rooms and multi-room suites. The following table sets forth the PowerSpace
locations in the Company's office buildings and the average occupancy rates for
2001:
Average
Occupancy
Location Square Feet Rate
-------- ----------- ---------
330 Madison Avenue
(commenced operations - 11/15/00)...... 75,231 75%
770 Broadway
(commenced operations - 2/1/01)........ 23,896 50%
909 Third Avenue
(commenced operations - 4/1/01)........ 17,359 40%
In 2001, 1,636,000 square feet of New York City office space was leased at
a weighted average initial rent per square foot of $46.05. The Company's
ownership interest in the leased square footage is 1,479,000 square feet at a
weighted average initial rent per square foot of $47.05, a 57.6% increase over
the weighted average escalated rent per square foot of $29.85 for the expiring
leases. Following is the detail by building:
2001 Leases
--------------------------------
Average Initial
Rent Per Square
Location Square Feet Foot(1)
-------- ----------- ---------------
One Penn Plaza...................... 385,000 $ 54.23
20 Broad Street (60%)............... 361,000 35.29
330 West 34th Street................ 166,000 37.62
Two Park Avenue..................... 152,000 53.08
Eleven Penn Plaza................... 139,000 53.54
150 East 58th Street................ 98,000 47.31
770 Broadway........................ 51,000 40.00
1740 Broadway....................... 45,000 58.00
595 Madison Avenue.................. 37,000 60.29
909 Third Avenue.................... 30,000 60.00
Two Penn Plaza...................... 27,000 47.31
7 West 34th Street.................. 26,000 28.50
866 UN Plaza........................ 25,000 37.76
40 Fulton Street.................... 24,000 32.41
640 Fifth Avenue.................... 20,000 43.50
Paramus............................. 15,000 19.79
90 Park Avenue...................... 12,000 58.00
330 Madison Avenue (25%)............ 11,000 53.00
570 Lexington Avenue (50%) (2)...... 5,000 48.00
550/600 Mamaroneck Avenue (2)....... 5,000 22.27
888 Seventh Avenue.................. 2,000 52.00
---------
Total.................................. 1,636,000 46.05
=========
Vornado's Ownership Interest........... 1,479,000 47.05
=========
----------
(1) Most leases include periodic step-ups in rent, which are not reflected in
the initial rent per square foot leased.
(2) These buildings were sold during 2001.
In addition to the office space noted above, the Company leased 38,000
square feet of retail space, primarily on grade, at a weighted average initial
rent of $179.34 per square foot. Further, the Company leased 177,000 square feet
of new space (first generation space or space which has been vacant for nine
months or more) at a weighted average initial rent per square foot of $49.70.
-15-
New York City Office Properties
The following table sets forth certain information for the New York City
Office Properties owned by the Company as of December 31, 2001.
YEAR APPROXIMATE
ORIGINALLY LAND LEASABLE NUMBER
DEVELOPED AREA BUILDING SQUARE OF
LOCATION OR ACQUIRED (SQ. FT.) FEET TENANTS
-------- ----------- --------- --------------- -------
NEW YORK
MANHATTAN
One Penn Plaza (3) 1998 128,000 2,502,000 209
Two Penn Plaza 1997 117,000 1,521,000 52
909 Third Avenue (3) 1999 82,000 1,304,000 21
770 Broadway 1998 63,000 1,046,000 9
Eleven Penn Plaza 1997 56,000 1,021,000 57
ANNUALIZED
ANNUALIZED ESCALATED LEASE
BASE RENT RENT PRINCIPAL TENANTS EXPIRATION/
PER PER SQ. FT. PERCENT (50,000 SQUARE FEET OR OPTION ENCUMBRANCES
LOCATION SQ. FT. (1) (2) LEASED (1) MORE) EXPIRATION (THOUSANDS)
-------- ------------ ----------- ---------- ---------------------- ----------- ------------
NEW YORK
MANHATTAN
One Penn Plaza (3) $ 33.65 $ 36.32 99% Buck Consultants 2008 $ 275,000
Cisco Systems 2005/2010
First Albany 2008/2013
General Motors Acceptance
Corp. 2004/2009
Kmart (5) 2016/2036
Metropolitan Life 2004
MWB Leasing 2006
Parsons Brinkerhoff 2008/2013
Public Service Commission 2004/2014
Stone & Webster 2008
The United States of
America 2011
Two Penn Plaza 30.83 31.83 98% Compaq Computer 2003 157,697
Forest Electric 2006/2011
Information Builders, Inc. 2013/2023
Madison Square Garden 2007/2017
McGrawHill Co., Inc. 2020/2030
US Healthcare Service 2006
909 Third Avenue (3) 27.97 29.93 99% Bear Stearns 2011/2016 105,253
Citibank 2008
Fischbein Badillo 2008
Forest Laboratories 2010/2020
IDG Books 2010
Ogilvy Public Relations 2009/2014
Shearman & Sterling 2007/2012
U.S. Post Office (4) 2003/2038
770 Broadway 30.30 30.92 100% J. Crew 2012/2017 66,963
Kmart (5) 2016/2036
MTVN Online 2010/2015
V.N.U. U.S.A, Inc 2015/2020
Eleven Penn Plaza 31.66 33.60 96% Crowthers McCall 2010 51,376
EMC Corp. 2008
Executive Office Network 2012
Faulkner & Gray 2006/2011
Federated Dept Stores 2015/2020
General Media 2009
Rainbow Media Holdings 2017
-16-
YEAR APPROXIMATE
ORIGINALLY LAND LEASABLE NUMBER
DEVELOPED AREA BUILDING SQUARE OF
LOCATION OR ACQUIRED (SQ. FT.) FEET TENANTS
-------- ----------- --------- --------------- -------
Two Park Avenue 1997 44,000 964,000 43
90 Park Avenue 1997 38,000 884,000 25
888 Seventh Avenue (3) 1999 32,000 875,000 43
330 West 34th Street (3) 1998 46,000 634,000 10
1740 Broadway 1997 30,000 563,000 14
150 East 58th Street 1998 21,000 557,000 112
866 United Nations Plaza 1997 90,000 391,000 85
595 Madison (Fuller
Building) 1999 13,000 303,000 76
640 Fifth Avenue 1997 22,000 266,000 9
40 Fulton Street 1998 18,000 235,000 24
689 Fifth Avenue 1998 6,000 89,000 8
7 West 34th Street 2000 35,000 425,000 4
715 Lexington Avenue (3) 2001 7,000 36,000 22
330 Madison Avenue
(25% Ownership) 1997 33,000 777,000 48
ANNUALIZED
ANNUALIZED ESCALATED LEASE
BASE RENT RENT PRINCIPAL TENANTS EXPIRATION/
PER PER SQ. FT. PERCENT (50,000 SQUARE FEET OR OPTION ENCUMBRANCES
LOCATION SQ. FT. (1) (2) LEASED (1) MORE) EXPIRATION (THOUSANDS)
-------- ----------- ----------- ---------- ---------------------- ----------- ------------
Two Park Avenue 32.50 32.30 99% Hartford Insurance 2011 90,000
Herrick Feinstein 2010/2015
Medical Liability Mutual
Ins 2009
Schiefflin & Somerset 2006/2010
Times Mirror Company 2010/2025
United Way 2013/2018
90 Park Avenue 34.16 40.06 100% HQ Global Workplace 2008 --
Sterling Winthrop Inc. 2015/2035
Warnaco (5) 2004
888 Seventh Avenue (3) 35.86 38.23 92% Golden Books 2013 105,000
New Line Realty 2007
Soros Fund 2004/2010
Kaplan Educational Center 2006/2011
The Limited 2014
330 West 34th Street (3) 11.56 18.94 100% City of New York 2012/2017 --
Props for Today 2006/2016
The Bank of NewYork 2011
1740 Broadway 33.35 39.98 100% Davis & Gilbert 2013 --
Mutual Life Insurance 2016/2026
William Douglas McAdams 2007
150 East 58th Street 39.86 41.39 90% --
866 United Nations Plaza 34.45 35.91 98% Fross Zelnick 2009 33,000
Mission of Japan 2011/2013
The United Nations 2006
595 Madison (Fuller
Building) 70.19 72.06 90% 56,537
640 Fifth Avenue 65.57 69.20 94% Weber Shandwick Worldwide 2008/2013 --
40 Fulton Street 29.51 29.95 89% --
689 Fifth Avenue 51.96 58.41 74% --
7 West 34th Street 35.27 39.81 100% Capital Cities Media 2006/2011 --
Health Insurance Plan of
NY 2011/2021
715 Lexington Avenue (3) 56.48 56.95 92% --
330 Madison Avenue
(25% Ownership) 39.78 40.65 97% Bank Julius Baer 2005 60,000
BDO Seidman 2010/2015
PowerSpace & Services 2016
-17-
YEAR APPROXIMATE
ORIGINALLY LAND LEASABLE NUMBER
DEVELOPED AREA BUILDING SQUARE OF
LOCATION OR ACQUIRED (SQ. FT.) FEET TENANTS
-------- ----------- --------- --------------- -------
20 Broad Street (3)
(60% Ownership) 1998 20,000 466,000 15
825 Seventh Avenue
(50% Ownership) 1996 18,000 165,000 3
NEW JERSEY
Paramus (3) 1987 148,000 128,000 23
---------- ------------- -------
TOTAL OFFICE BUILDINGS 1,067,000 15,152,000 912
========== ============= =======
VORNADO'S OWNERSHIP INTEREST 1,018,000 14,300,000
========== =============
ANNUALIZED
ANNUALIZED ESCALATED LEASE
BASE RENT RENT PRINCIPAL TENANTS EXPIRATION/
PER PER SQ. FT. PERCENT (50,000 SQUARE FEET OR OPTION ENCUMBRANCES
LOCATION SQ. FT. (1) (2) LEASED (1) MORE) EXPIRATION (THOUSANDS)
-------- ------------ ----------- ---------- ---------------------- ----------- ------------
20 Broad Street (3)
(60% Ownership) 33.43 33.81 100% N.Y. Stock Exchange 2010/2066 --
825 Seventh Avenue
(50% Ownership) 29.32 31.19 100% Young & Rubicam 2010/2015 23,552
NEW JERSEY
Paramus (3) 18.01 18.59 89% --
----------
TOTAL OFFICE BUILDINGS $ 33.16 $ 35.53 97% $1,024,378
==========
VORNADO'S OWNERSHIP INTEREST $ 967,602
==========
----------
(1) Represents annualized monthly base rent for tenants excluding rent for
leases which had not commenced as of December 31, 2001, which are included
in percent leased.
(2) Represents annualized monthly escalated rent for tenants including tenant
pass-throughs of operating expenses (exclusive of tenant electricity
costs) and real estate taxes.
(3) These properties are 100% ground leased. Below is a summary of the terms:
Lease Expiration/ Current
Location Option Expiration Annual Rent
-------- ----------------- -----------
One Penn Plaza.............. 2023/2098 $ 3,179,000*
909 Third Avenue............ 2018/2063 2,650,000
888 Seventh Avenue.......... 2067 3,350,000*
330 West 34th Street........ 2020/2148 2,924,000*
715 Lexington Avenue........ 2023 239,000
20 Broad Street............. 2003/2081 461,000
Paramus..................... 2026 40,000
* Rent during option periods is based on the greater of the rent for
the previous period or 6% or 7% of the fair market value of the
land.
(4) The U.S. Post Office leases approximately 492,000 square feet at this
location at annualized escalated rent per square foot of $6.64.
(5) These tenants have filed for protection under Chapter 11 of the U.S.
Bankruptcy Code. To date, Warnaco has rejected a lease for approximately
30,000 square feet at 90 Park Avenue, no other leases have been assumed or
rejected.
-18-
CHARLES E. SMITH COMMERCIAL REALTY ("CESCR") OFFICE PROPERTIES:
CESCR owns 51 office buildings in the Washington D.C. and Northern
Virginia area containing 12.9 million square feet. As of December 31, 2001, 47
percent of CESCR's property portfolio is leased to various agencies of the U.S.
government (General Services Administration "GSA").
During 2001, CESCR completed the development of a 398,000 square foot
office building at a cost of $72,100,000 in its Skyline Complex leased to the
GSA.
CESCR office leases are typically for 3 to 5 year terms, and may provide
for extension options at prenegotiated rates. Most leases provide for annual
rental escalations throughout the lease term, plus recovery of increases in real
estate taxes and certain property operating expenses. Annual rental escalations
are typically based upon either fixed percentage increases or the consumer price
index. Leases also typically provide for tenant improvement allowances for all
or a portion of the tenant's initial construction costs of its premises.
The following table sets forth the percentage of CESCR's Office properties
2001 revenue by tenants' industry:
Industry Percentage
-------- ----------
United States Government ("GSA").......... 47%
Government Consultants.................... 31%
Transportation............................ 4%
Communication............................. 3%
Legal..................................... 3%
Retail.................................... 2%
Real Estate............................... 2%
Business Services......................... 2%
Trade Associations........................ 1%
Printing/Publishing....................... 1%
Health Services........................... 1%
Other..................................... 3%
Below is a listing of tenants which accounted for 2% or more of the CESCR
Office properties revenues during 2001:
Square Feet 2001
Tenant Leased Revenues Percentage
------ ----------- -------- ----------
GSA (105 separate leases)................... 5,277,000 $179,776,000 47.0%
US Airways, Inc............................. 340,000 $ 10,807,000 3.2%
Science Applications International Corp..... 377,000 $ 10,258,000 3.0%
-19-
The following table sets forth as of December 31, 2001 CESCR lease
expirations for each of the next 10 years, assuming that none of the tenants
exercise their renewal options.
Annual Escalated
Percentage of Rent of Expiring Leases
Number of Square Feet of Total Leased ---------------------------------
Year Expiring Leases Expiring Leases Square Feet Total Per Square Foot
---- --------------- --------------- ------------- -------------- ---------------
2002...................... 291 2,006,000(1) 16.4% $ 56,545,000 $ 28.18
2003...................... 240 2,250,000 18.4% 67,015,000 29.79
2004...................... 180 3,127,000 25.6% 87,211,000 27.89
2005...................... 113 1,323,000 10.8% 37,405,000 28.27
2006...................... 97 1,134,000 9.3% 33,787,000 29.78
2007...................... 25 278,000 2.3% 8,047,000 28.96
2008...................... 17 497,000 4.1% 16,377,000 32.96
2009...................... 23 459,000 3.8% 10,958,000 23.87
2010...................... 20 218,000 1.8% 7,009,000 32.20
2011...................... 27 796,000 6.5% 22,146,000 27.83
----------
(1) Of the square feet expiring in 2002, 1,282,000 square feet has been
renewed or is currently in negotiations to be renewed.
Included in the above table are 30 U.S. Patent Trade Office leases
expiring from 2002 through 2005 as follows: 182,000 square feet in 2002, 139,000
square feet in 2003, 1,151,000 square feet in 2004 and 394,000 square feet in
2005. The U.S. Patent Trade Office is scheduled to relocate their offices
beginning in the second half of 2004. The Company expects that all leases
expiring prior to 2004 will be extended or renewed to 2004 or 2005.
As of February 1, 2002, the occupancy rate of the CESCR office portfolio
was 95%. The following table sets forth the occupancy rate and the average
annual escalated rent per square foot for the CESCR properties at the end of
each of the past four years:
Average Annual
As of Rentable Escalated Rent
December 31, Square Feet Occupancy Rate Per Square Foot
------------ ----------- -------------- ---------------
2001.................. 12,899,000 95% $ 28.59
2000.................. 12,495,000 98% 27.38
1999.................. 10,657,000 99% 26.46
1998.................. 10,657,000 98% 25.22
-20-
In 2001, CESCR leased 1,575,000 square feet of space at a weighted average
initial rent per square foot of $31.30, a 22.3% increase over the weighted
average escalated rent per square foot of $25.59 for the expiring leases.
Following is the detail by building:
Average Initial
Rent Per Square
Location Square Feet Foot(1)
-------- ------------ ---------------
Crystal Mall..................... 675,000 $ 31.40
Courthouse Plaza................. 166,000 28.83
Skyline Place.................... 165,000 27.49
Crystal Gateway.................. 134,000 31.51
Crystal Square................... 90,000 33.12
Commerce Executive............... 73,000 34.51
1101 17th Street................. 47,000 35.60
Crystal Park..................... 38,000 34.03
Democracy Plaza I................ 43,000 36.34
Tysons Dulles.................... 25,000 33.84
1919 S. Eads Street.............. 24,000 30.65
Crystal Plaza.................... 22,000 32.18
Arlington Plaza.................. 19,000 26.40
1140 Connecticut Avenue.......... 17,000 33.03
1150 17th Street................. 15,000 31.48
1730 M Street.................... 14,000 32.21
Skyline Tower.................... 8,000 32.78
-----------
Total............................ 1,575,000 31.30
===========
----------
(1) Most leases include periodic step-ups in rent which are not reflected in
the initial rent per square foot leased.
CESCR manages an additional 5.8 million square feet of office and other
commercial properties in the Washington D.C. area for third parties.
-21-
CESCR Office Properties
The following table sets forth certain information for the CESCR Office
Properties as of December 31, 2001.
YEAR APPROXIMATE
ORIGINALLY LEASABLE NUMBER
DEVELOPED NUMBER OF BUILDING SQUARE OF
LOCATION OR ACQUIRED BUILDINGS FEET TENANTS
-----------------------------------------------------------------------------------
Crystal Mall 1968 4 1,068,000 13
Crystal Plaza 1964-1969 7 1,223,000 123
Crystal Square 1974-1980 4 1,388,000 172
Crystal Gateway 1983-1987 4 1,081,000 99
Crystal Park 1984-1989 5 2,154,000 104
Arlington Plaza 1985 1 174,000 18
1919 S. Eads Street 1990 1 93,000 8
Skyline Place 1973-1984, 2001 7 1,999,000 172
One Skyline Tower 1988 1 477,000 7
Courthouse Plaza (3) 1988-1989 2 609,000 53
1101 17th Street 1963 1 204,000 47
1730 M Street (3) 1963 1 190,000 32
1140 Connecticut
Avenue 1966 1 175,000 37
1150 17th Street 1970 1 226,000 31
1750 Pennsylvania
Avenue 2000 1 262,000 11
Democracy Plaza I (3) 2000 1 203,000 23
Tysons Dulles 2000 3 474,000 43
Commerce Executive 2000 3 412,000 26
Reston Executive 2000 3 487,000 23
----- ---------- ------
51 12,899,000 1,042
===== ========== ======
LEASE
ANNUALIZED ANNUALIZED PRINCIPAL TENANTS EXPIRATION/
BASE RENT PER ESCALATED RENT PERCENT (50,000 SQUARE FEET OR OPTION ENCUMBRANCES
LOCATION SQ. FT. (1) PER SQ. FT. (2) LEASED (1) MORE) EXPIRATION (THOUSANDS)
------------------------------------------------------------------------------------------------------------------------------
Crystal Mall $ 28.96 $ 29.33 99% General Services 2003-2007/ $ 61,148
Administration 2011-2012
Crystal Plaza 25.23 25.95 99% General Services 71,849
Administration 2004/2014
Crystal Square 28.72 29.69 96% General Services 190,453
Administration 2003/2008
Lockheed Martin 2003/2008
Oblon Spivak 2004/2009
Crystal Gateway 29.44 29.80 96% Boeing 2012/2017/2022 148,131
General Services
Administration 2004
Lockheed Martin 2005
Science Applications Int'l
Corp. 2002
Crystal Park 29.07 30.81 96% CESCR Headquarters 2004/2009 277,766
General Services
Administration 2003-2004
Techmatics 2002/2007
US Airways Headquarters 2008/2018
Arlington Plaza 25.02 25.55 100% Georgetown University 2002/2007 17,787
Science Research Analysis
Corp. 2011
1919 S. Eads Street 30.53 30.70 67% General Dynamics 2007/2010 13,340
Skyline Place 25.04 25.36 88% Electronic Data Services 2003 190,170
Science Applications Int'l
Corp. 2003/2008
Science Research Analysis
Corp. 2002
General Services
Administration 2005/2010
One Skyline Tower 23.27 24.37 99% General Services 66,602
Administration 2004-2009
Science Research Analysis
Corp. 2003/2008
Courthouse Plaza (3) 26.73 28.99 89% Arlington County 2003/2008 80,707
1101 17th Street 32.28 32.93 96% American Iron and Steel 26,244
Institute 2006/2010
1730 M Street (3) 27.29 28.62 95% MHI DC Inc 2009 16,385
1140 Connecticut
Avenue 30.91 31.21 88% Michaels & Wishner, P.C. 2002/2007 19,411
1150 17th Street 29.34 30.81 97% American Enterprise 31,691
Institute 2002/2012
Arthur Andersen LLP 2004
1750 Pennsylvania
Avenue 34.48 34.69 98% General Services 34,462
Administration 2010
PA Consulting Group
Holdings 2011/2016
Democracy Plaza I (3) 31.41 31.95 100% Astrolink International 2005/2010 27,383
Tysons Dulles 27.81 28.32 94% Keane Federal Systems, Inc. 2006/2011 70,000
Commerce Executive 24.38 26.16 93% BAE Systems Mission 54,033
Solutions 2002/2007
Concert Management Services 2004/2009
Reston Executive 28.55 28.81 96% Science Applications Int'l 72,500
Corp. 2005/2015
----------
$ 27.71 $ 28.59 95% $1,470,062
==========
NOTES:
(1) Represents annualized monthly base rent excluding rent for leases which
had not commenced as of December 31, 2001, which are included in percent
leased.
(2) Represents annualized monthly escalated rent for office properties
including tenant pass-throughs of operating expenses (exclusive of tenant
electricity costs) and real estate taxes.
(3) These properties are 100% ground leased with lease terms expiring from
2061 to 2084 and no extension options.
-22-
RETAIL
The Company owns 55 shopping center properties of which 52 are strip
shopping centers primarily located in the Northeast and Mid-Atlantic states, two
are regional malls located in San Juan, Puerto Rico and one, the Green Acres
Mall, is a super-regional mall located in Nassau County, Long Island, New York.
The Company's shopping centers are generally located on major regional highways
in mature, densely populated areas. The Company believes its shopping centers
attract consumers from a regional, rather than a neighborhood market place
because of their location on regional highways.
The following table sets forth the percentage of the Retail Portfolio
rentals by tenants' industry:
Industry Percentage
-------- ----------
Discount Department Stores........ 16%
Supermarkets...................... 8%
Family Apparel.................... 5%
Home Improvement.................. 4%
Electronic Stores................. 4%
Restaurants....................... 3%
Women's Apparel................... 3%
Other............................. 57%
As of February 1, 2002, the occupancy rate of the retail properties was
91%. The following tables set forth the occupancy rate and the average annual
base rent per square foot (excluding the Green Acres Mall) for the retail
properties at the end of each of the past five years.
Average Annual
Rentable Base Rent
Year End Square Feet Occupancy Rate Per Square Foot
-------- ----------- -------------- ---------------
2001.............. 11,301,000 91% $ 11.38
2000.............. 11,293,000 92% 11.31
1999.............. 10,505,000 92% 10.89
1998.............. 10,625,000 92% 10.53
1997.............. 10,550,000 91% 9.78
The average annual base rent per square foot for the Green Acres Mall was
$13.98 and $13.97 including the anchor tenants, and $35.98 and $35.91 for mall
tenants only, at December 31, 2001 and 2000, respectively.
The Company's shopping center lease terms range from 5 years or less in
some instances, for smaller tenant spaces to as long as 25 years for major
tenants. Leases generally provide for additional rents based on a percentage of
tenants' sales and pass through to tenants of the tenants' share of all common
area charges (including roof and structure in strip shopping centers, unless it
is the tenant's direct responsibility), real estate taxes and insurance costs
and certain capital expenditures. Percentage rent accounted for less than 2% of
total shopping center revenues in 2001. None of the tenants in the Retail
Segment accounted for more than 10% of the Company's total revenues.
-23-
Below is a listing of tenants which accounted for 2% or more of the Retail
property revenues in 2001:
Square Feet 2001 Property
Tenant Leased Rentals Percentage
------ ----------- ------------- ----------
Bradlees, Inc. ("Bradlees")/Stop & Shop
Companies, Inc. (Stop & Shop)......... 1,485,000 $12,200,000 10.2%
The Home Depot, Inc....................... 409,000 5,408,000 4.5%
Wal-Mart/Sam's Wholesale.................. 959,000 4,080,000 3.4%
Kohl's.................................... 421,000 3,548,000 3.0%
The Gap................................... 104,000 3,248,000 2.7%
The TJX Companies, Inc.................... 328,000 3,052,000 2.6%
Staples, Inc.............................. 199,000 2,866,000 2.4%
Toys "R" Us/Kids "R" Us................... 330,000 2,840,000 2.4%
Circuit City.............................. 157,000 2,498,000 2.1%
In February 2001, Bradlees, which was in Chapter 11, closed all of its
stores including the 16 locations it leased from the Company. Three of the
former Bradlees leases were assigned and 13 were rejected. Of the 16 locations,
the leases for 13 are fully guaranteed (6 of these guarantees expire in 2002)
and one is guaranteed as to 70% by Stop & Shop, under a Master Agreement and
Guaranty dated May 1, 1992. Stop & Shop is a wholly-owned subsidiary of
KoninKlijke Ahold NV (formerly Royal Ahold NV), a leading international food
retailer. In addition, Stop & Shop also guarantees four other leases which were
rejected in a prior Bradlees bankruptcy (three of which have been assigned). The
effectiveness of Stop & Shop's guarantee is not affected by Bradlees' bankruptcy
or subsequent lease assignments. Annual property rentals at December 31, 2001,
include an aggregate of $4,000,000 of additional rent allocated to the former
Bradlees locations in East Brunswick, Jersey City, Middletown, Union and
Woodbridge in accordance with the Master Agreement and Guaranty. This rent will
be reallocated to other locations guaranteed by Stop & Shop at or prior to the
applicable expiration dates of such leases.
The following table sets forth as of December 31, 2001 lease expirations
for each of the next 10 years assuming that none of the tenants exercise their
renewal options.
Annual Base Rent of
Expiring Leases
Number of Square Feet of Percentage of Total ----------------------------------
Year Expiring Leases Expiring Leases Leased Square Feet Total Per Square Foot
---- --------------- --------------- ------------------ ------------- ---------------
2002...................... 140 1,054,000 10.3% $ 14,598,000 $ 13.84
2003...................... 62 478,000 4.7% 6,700,000 14.01
2004...................... 85 794,000 7.8% 10,626,000 13.38
2005...................... 102 532,000 5.2% 9,923,000 18.67
2006...................... 65 871,000 8.5% 7,248,000 8.32
2007...................... 97 851,000 8.3% 8,741,000 10.27
2008...................... 57 392,000 3.8% 4,794,000 12.22
2009...................... 45 475,000 4.7% 5,655,000 11.91
2010...................... 30 509,000 5.0% 6,493,000 12.75
2011...................... 30 818,000 8.0% 7,051,000 8.62
-24-
In 2001, approximately 417,000 square feet of retail space was leased at a
weighted average base rent per square foot of $16.54, a 21.8% increase over the
weighted average escalated rent per square foot of $13.58 for the expiring
leases. Following is the detail by property:
2001 Leases
------------------------------
Average
Initial Rent
Square Per Square
Location Feet Foot (1)
-------- ------- -------------
Space Leases:
Waterbury 71,000 $ 14.60
Valley Stream 62,000 30.13
Manalapan 50,000 14.25
Union 35,000 16.25
Kearny 30,000 12.00
Hagerstown 31,000 3.50
Dover 15,000 10.38
Morris Plains 15,000 26.34
Middletown 13,000 12.46
North Plainfield 11,000 13.43
Hanover 11,000 13.57
Delran 10,000 10.00
Jersey City 10,000 18.28
East Hanover 9,000 18.50
Hackensack 7,000 20.00
Dundalk 7,000 15.80
Woodbridge 7,000 19.80
Allentown 5,000 19.80
Bordentown 4,000 12.00
Bethlehem 4,000 11.57
Watchung 3,000 19.08
Bensalem 2,000 15.00
Cherry Hill 2,000 16.00
Towson 2,000 25.62
Marlton 1,000 22.00
--------
Total 417,000 16.54
========
Land Leases:
Kearny 3,000 $ 20.00
Towson 7,000 26.00
----------
(1) Most leases include periodic step-ups in rent, which are not reflected in
the initial rent per square foot leased.
The Company's strip shopping centers are substantially (over 80%) leased
to large stores (over 20,000 square feet). Tenants include destination retailers
such as discount department stores, supermarkets, home improvements stores,
discount apparel stores, membership warehouse clubs and "category killers."
Category killers are large stores which offer a complete selection of a category
of items (e.g., toys, office supplies, etc.) at low prices, often in a warehouse
format. Tenants typically offer basic consumer necessities such as food, health
and beauty aids, moderately priced clothing, building materials and home
improvement supplies, and compete primarily on the basis of price.
The Company has two regional malls in Puerto Rico, both of which are in
the San Juan area. The Montehiedra Mall contains 525,000 square feet and is
anchored by Home Depot, Kmart and Marshalls. The Las Catalinas Mall contains
482,000 square feet and is anchored by Kmart and Sears. The Company has a 50%
interest in 343,000 square feet of the mall (excludes Sears space).
The Green Acres Mall is a 1.6 million square foot super-regional enclosed
shopping mall complex situated in Nassau County, Long Island, New York,
approximately one mile east of the borough of Queens, New York. The Green Acres
Mall is anchored by four major department stores: three of which, Sears, Roebuck
and Co., J.C. Penney Company, Inc. and Federated Department Stores, Inc.
("Federated") doing business as Macy's, are operating and the fourth, also
leased to Federated (previously occupied by Stern's), is currently dark,
however, Federated continues to pay the rent. The complex also includes The
Plaza at Green Acres, a 188,000 square foot strip shopping center which is
anchored by Kmart and Waldbaums. Kmart, which filed for protection under Chapter
11 of the U.S. Bankruptcy Code, has announced the closing of this store.
-25-
RETAIL PROPERTIES
The following table sets forth certain information for the Retail
Properties as of December 31, 2001.
APPROXIMATE
LEASABLE BUILDING
SQUARE FOOTAGE
-----------------
OWNED
BY
YEAR TENANT
ORIGINALLY OWNED/ ON LAND ANNUALIZED PRINCIPAL LEASE
DEVELOPED LAND LEASED LEASED NUMBER BASE RENT PERCENT TENANTS (30,000 EXPIRATION/
OR AREA BY FROM OF PER SQ. LEASED SQUARE FEET OPTION ENCUMBRANCES
LOCATION ACQUIRED (ACRES) COMPANY COMPANY TENANTS FT. (1) (1) OR MORE) EXPIRATION (THOUSANDS)
-------- ---------- ------- ------- ------- ------- ---------- ------- --------------- ----------- ------------
NEW JERSEY
Bordentown 1958 31.2 179,000 -- 5 $ 7.16 100% (2) 2011 $ 8,161(7)
Shop-Rite 2011/2016
Bricktown 1968 23.9 260,000 3,000 19 10.66 96% Kohl's 2008/2018 16,492(7)
Foodrama 2002/2017
Cherry Hill 1964 37.6 231,000 64,000 14 8.94 86% (2) 2006 15,168(7)
Shop & Bag (4) 2007/2017
Toys "R" Us 2012/2042
Delran 1972 17.5 169,000 3,000 6 6.05 100% Sam's Wholesale 2011/2021 6,501(7)
Dover 1964 19.6 173,000 -- 13 7.15 98% Ames 2017/2037 7,433(7)
Shop-Rite 2012/2022
East Brunswick 1957 19.2 216,000 10,000 6 14.25 98% (2) 2003 23,029(7)
Shoppers World 2007/2012
T.J. Maxx 2004/2009
Circuit City 2018/2038
East Hanover I 1962 24.6 271,000 -- 17 11.91 99% Home Depot 2009/2019 20,707(7)
Marshalls 2004/2009
Pathmark 2009/2024
Today's Man 2009/2014
East Hanover II 1979 8.1 91,000 -- 9 14.89 46% 6,902(7)
Hackensack 1963 21.3 207,000 60,000 22 16.36 99% (2) 2012 25,300(7)
Pathmark 2014/2034
Staples 2003/2013
Jersey City 1965 16.7 223,000 3,000 11 13.16 100% (2) 2002 19,369(7)
Shop-Rite 2008/2028
Kearny 1959 35.3 39,000 66,000 6 12.35 100% Pathmark 2013/2033 3,781(7)
Marshalls 2011/2026
Lawnside 1969 16.4 142,000 3,000 3 10.50 100% Home Depot 2012/2027 10,717(7)
Drug Emporium 2007
-26-
APPROXIMATE
LEASABLE BUILDING
SQUARE FOOTAGE
-----------------
OWNED
BY
YEAR TENANT
ORIGINALLY OWNED/ ON LAND ANNUALIZED PRINCIPAL LEASE
DEVELOPED LAND LEASED LEASED NUMBER BASE RENT PERCENT TENANTS (30,000 EXPIRATION/
OR AREA BY FROM OF PER SQ. LEASED SQUARE FEET OPTION ENCUMBRANCES
LOCATION ACQUIRED (ACRES) COMPANY COMPANY TENANTS FT. (1) (1) OR MORE) EXPIRATION (THOUSANDS)
-------- ---------- ------- ------- ------- ------- ---------- ------- --------------- ----------- ------------
Lodi 1975 8.7 171,000 -- 2 10.52 100% National 2013/2023 9,498(7)
Wholesale
Liquidators
Manalapan 1971 26.3 194,000 2,000 5 9.37 83% (2) 2002 12,675(7)
Best Buy 2017/2032
Marlton 1973 27.8 173,000 7,000 8 8.46 87% Kohl's (2) 2011/2031 12,325(7)
Shop-Rite 2004/2009
Middletown 1963 22.7 180,000 52,000 20 12.53 96% (2) 2002 16,638(7)
Stop & Shop 2009/2029
Morris Plains 1985 27.0 172,000 1,000 17 11.27 96% Kohl's 2023 12,179(7)
Shop-Rite 2002
North Bergen 1959 4.6 7,000 55,000 2 26.00 95% Waldbaum's 2012/2032 4,010(7)
North 1989 28.7 217,000 -- 15 9.25 98% Kmart (8) 2006/2016 11,010(7)
Plainfield(3) Pathmark 2006/2011
Totowa 1957 40.5 178,000 139,000 7 16.91 100% Bed Bath & Beyond 2013/2028 29,878(7)
Home Depot 2020/2025
Marshalls 2007/2012
Circuit City 2018/2038
Turnersville 1974 23.3 89,000 7,000 3 5.98 100% (2) 2011 4,134(7)
Union 1962 24.1 264,000 -- 12 18.75 99% (2) 2002 33,951(7)
Toys "R" Us 2015
Cost Cutter Drug 2002
Vineland 1966 28.0 143,000 -- 2 4.82 15% -- -- --
Watchung 1959 53.8 50,000 116,000 6 18.57 97% B.J.'s Wholesale 2024 13,690(7)
Woodbridge 1959 19.7 233,000 3,000 10 14.59 92% (2) 2002 22,365(7)
A&P 2007/2014
Syms 2000/2005
NEW YORK
Albany (Menands) 1965 18.6 141,000 -- 2 8.94 74% Fleet Bank 2004/2014 6,289(7)
People of the 2004/2014
State of NY
-27-
APPROXIMATE
LEASABLE BUILDING
SQUARE FOOTAGE
-----------------
OWNED
BY
YEAR TENANT
ORIGINALLY OWNED/ ON LAND ANNUALIZED PRINCIPAL LEASE
DEVELOPED LAND LEASED LEASED NUMBER BASE RENT PERCENT TENANTS (30,000 EXPIRATION/
OR AREA BY FROM OF PER SQ. LEASED SQUARE FEET OPTION ENCUMBRANCES
LOCATION ACQUIRED (ACRES) COMPANY COMPANY TENANTS FT. (1) (1) OR MORE) EXPIRATION (THOUSANDS)
-------- ---------- ------- ------- ------- ------- ---------- ------- --------------- ----------- ------------
Buffalo 1968 22.7 185,000 112,000 9 9.50 81% Circuit City 2017 7,088(7)
(Amherst)(3) Media Play 2007/2017
Toys "R" Us 2013
T.J. Maxx 2004
Freeport 1981 12.5 167,000 -- 3 13.43 100% Home Depot 2016/2021 14,971(7)
Cablevision 2004
New Hyde Park(3) 1976 12.5 101,000 -- 1 15.77 100% Stop & Shop 2019/2029 7,556(7)
North Syracuse 1976 29.4 98,000 -- 1 2.74 100% Reisman 2014 --
Properties
Rochester 1971 15.0 148,000 -- -- -- 0% --
(Henrietta)(3)
Rochester 1966 18.4 -- -- 1 -- 100% Wal*Mart (6) (6) --
Valley Stream 1958 100.0 1,517,000 79,000 142 (5) 99% Macy's 2006/2036 159,851
(Green Acres) Sterns (4) 2007/2017
(3) JC Penney 2007/2012
Sears 2023
Kmart (8) 2010/2038
Dime Savings Bank 2020
Circuit City 2021/2041
GreenPoint Bank 2009
Waldbaum (4) 2011/2039
PENNSYLVANIA
Allentown 1957 86.8 267,000 354,000 20 10.90 100% (4) 2011/2031 23,512(7)
Shop-Rite 2011/2021
Burlington Coat 2017
Factory
Wal*Mart 2024/2094
Sam's Wholesale 2024/2094
T.J. Maxx 2003/2013
Bensalem 1972 23.2 118,000 8,000 12 9.38 100% Kohl's(2) 2020/2040 6,497(7)
Bethlehem 1966 23.0 157,000 3,000 12 5.61 78% Pathmark 2008/2033 4,112(7)
Super Petz 2005/2015
Broomall 1966 21.0 146,000 22,000 5 9.75 100% Giant Foods(2) 2006/2026 9,888(7)
Glenolden 1975 10.0 101,000 -- 2 17.64 10% 7,416(7)
-28-
APPROXIMATE
LEASABLE BUILDING
SQUARE FOOTAGE
-----------------
OWNED
BY
YEAR TENANT
ORIGINALLY OWNED/ ON LAND ANNUALIZED PRINCIPAL LEASE
DEVELOPED LAND LEASED LEASED NUMBER BASE RENT PERCENT TENANTS (30,000 EXPIRATION/
OR AREA BY FROM OF PER SQ. LEASED SQUARE FEET OPTION ENCUMBRANCES
LOCATION ACQUIRED (ACRES) COMPANY COMPANY TENANTS FT. (1) (1) OR MORE) EXPIRATION (THOUSANDS)
-------- ---------- ------- ------- ------- ------- ---------- ------- --------------- ----------- ------------
Lancaster 1966 28.0 64,000 -- 3 2.93 88% Weis Markets 2008/2018 --
Lowe's Home (6)
Center(6)
Levittown 1964 12.8 104,000 -- 1 5.98 100% (2) 2006 --
10th and Market 1994 1.8 271,000 -- 6 9.35 80% Kmart(8) 2010/2035 9,057(7)
Streets, Rouse Co. 2012/2072
Philadelphia
Upper Moreland 1974 18.6 122,000 -- 1 8.50 100% Sam's Wholesale 2010/2015 7,030(7)
York 1970 12.0 113,000 -- -- -- 0% 4,157(7)
MARYLAND
Baltimore 1962 16.0 205,000 1,000 3 5.10 66% Food Depot 2003 --
(Belair Rd.) TJ Maxx(4) 2004/2024
Baltimore 1968 14.6 146,000 7,000 6 10.36 78% Staples 2004 11,522(7)
(Towson) Basics 2005/2020
Baltimore 1966 16.1 180,000 3,000 15 7.00 60% A & P 2007 6,243(7)
(Dundalk) Ollie's 2003/2008
Glen Burnie 1958 21.2 66,000 56,000 5 8.39 99% Weis Markets 2018/2053 5,929(7)
Hagerstown 1966 13.9 148,000 -- 4 2.77 64% Big Lots 2007/2017 3,322(7)
Weis Markets(4) 2002
CONNECTICUT
Newington 1965 19.2 32,000 -- 4 18.02 100% Wal*Mart(6) 2020/2050 6,622(7)
Waterbury 1969 19.2 140,000 3,000 7 7.48 82% Toys "R" Us(4) 2003 --
Shaws 2003/2018
Supermarkets(4)
Price Chopper 2023
MASSACHUSETTS
Chicopee 1969 15.4 112,000 3,000 2 4.71 83% (2) 2002 --
Milford(3) 1976 14.7 83,000 -- 1 5.51 100% Kohl's(2) 2019 --
Springfield 1966 17.4 8,000 117,000 2 12.25 100% Wal*Mart 2018/2092 3,161(7)
-29-
APPROXIMATE
LEASABLE BUILDING
SQUARE FOOTAGE
-----------------
OWNED
BY
YEAR TENANT
ORIGINALLY OWNED/ ON LAND ANNUALIZED PRINCIPAL LEASE
DEVELOPED LAND LEASED LEASED NUMBER BASE RENT PERCENT TENANTS (30,000 EXPIRATION/
OR AREA BY FROM OF PER SQ. LEASED SQUARE FEET OPTION ENCUMBRANCES
LOCATION ACQUIRED (ACRES) COMPANY COMPANY TENANTS FT. (1) (1) OR MORE) EXPIRATION (THOUSANDS)
-------- ---------- ------- ---------- --------- ------- ---------- ------- --------------- ----------- ------------
PUERTO RICO
(SAN JUAN)
Montehiedra 1997 57.1 525,000 -- 100 16.97 98% Kmart (8) 2022/2072 60,359
Home Depot 2022/2072
Marshalls 2011
Caribbean 2021/2026
Theatres
Las Catalinas
(50%
Ownership) 1998 35.0 343,000 -- 114 35.17 98% Kmart (8) 2063 68,591
Sears (9)
TOTAL SHOPPING ------- ---------- --------- --- --------
CENTERS 1,332.7 10,080,000 1,362,000 725 $11.38 91% $778,429
======= ========== ========= === ========
VORNADO'S
OWNERSHIP
INTEREST 1,317.1 9,939,000 1,362,000 91% $746,360
======= ========== ========= ========
(1) Represents annualized monthly base rent excluding ground leases, storage
rent and rent for leases which had not commenced as of December 31, 2001,
which are included in percent leased.
(2) These leases are fully guaranteed by Stop & Shop, a wholly-owned
subsidiary of Koninklijke Ahold NV (formerly Royal Ahold NV), except in
the case of Totowa which is guaranteed as to 70% of rent. Annual property
rentals at December 31, 2001, include an aggregate of $4,000,000 of
additional rent allocated to the former Bradlees locations in East
Brunswick, Jersey City, Middletown, Union and Woodbridge at or prior to
their expiration dates which begin in November 2002 in accordance with the
Master Agreement and Guaranty. This rent will be reallocated to other
leases at or prior to their expiration dates which begin in November 2002.
(3) These properties are ground leased. Below is a summary of the terms:
Lease Expiration/ Current
Location Option Expiration Annual Rent
-------- ----------------- -----------
North Plainfield............ 2060 $ 68,000
Buffalo (Amherst)........... 2017 59,000
New Hyde Park............... 2029 450,000
Rochester (Henrietta)....... 2006/2056 71,000
Valley Stream (10% of land). 2021/2039 701,000
Milford..................... 2019 175,000
(4) The tenant has ceased operations at this location but continues to pay
rent in Allentown, Hechinger's mortgagee has assumed the lease.
(5) Annualized base rent per square foot is $13.98 in total and $35.98 for the
mall tenants only.
(6) These tenants have leased land from the Company to construct their own
buildings (Rochester - Wal*Mart - 205,000 square feet, Lancaster - Lowes -
170,000 square feet and Newington - Walmart - 132,000 square feet).
Governmental approvals have been received and construction has commenced.
(7) These encumbrances are part of a cross-collateralized mortgage financing
in the amount of $492,213,000 completed on March 1, 2000.
(8) On January 22, 2002, Kmart filed for protection under Chapter 11 of the
U.S. Bankruptcy Code. Kmart has announced that they are closing their
store in the Plaza at Green Acres and has rejected the lease
for a previously closed store in York. To date, none of the other leases
have been assumed or rejected.
(9) Square footage excludes Sears store containing 139,000 square feet because
Sears owns its land and buildings.
-30-
MERCHANDISE MART PROPERTIES
The Merchandise Mart Properties are a portfolio of 9 properties containing
an aggregate of 8.6 million square feet.
Below is a breakdown of square feet by location and use as of December 31,
2001.
Showroom
----------------------------------
Number of Temporary
Location Properties Total Office Total Permanent Trade Show Retail
-------- ---------- --------- --------- --------- --------- ---------- ---------
Chicago, Illinois .......... 3 4,904,000 2,330,000 2,574,000 2,138,000 287,000 149,000
HighPoint, North Carolina... 2 1,998,000 -- 1,998,000 1,200,000 798,000 --
Los Angeles, California .... 1 780,000 -- 780,000 780,000 -- --
Washington, D.C ............ 3 876,000 511,000 365,000 329,000 -- 36,000
---------- --------- --------- --------- --------- ---------- ---------
9 8,558,000 2,841,000 5,717,000 4,447,000 1,085,000 185,000
========== ========= ========= ========= ========= ========== =========
Occupancy rate ............. 89% 96%
========= =========
OFFICE SPACE
The following table sets forth the percentage of the Merchandise Mart
Properties office revenues by tenants' industry during 2001:
Industry Percentage
-------- ----------
Government........................ 31%
Service........................... 26%
Telecommunications................ 12%
Banking........................... 12%
Insurance......................... 11%
Pharmaceutical.................... 4%
Other............................. 4%
The average lease term ranges from 3 to 5 years for smaller tenants to as long
as 15 years for major tenants. Leases typically provide for step-ups in rent
periodically over the term of the lease and pass through to tenants the tenants'
share of increases in real estate taxes and operating expenses for a building
over a base year. Electricity is provided to tenants on a submetered basis or
included in rent based on surveys and adjusted for subsequent utility rate
increases. Leases also typically provide for tenant improvement allowances for
all or a portion of the tenant's initial construction of its premises. None of
the tenants in the Merchandise Mart Properties segment accounted for more than
10% of the Company's total revenue. Below is a listing of the Merchandise Mart
Properties office tenants which accounted for 2% or more of the Merchandise Mart
Properties' revenues in 2001:
Square Feet 2001
Tenant Leased Revenues Percentage
------ ----------- -------- ----------
General Services Administration... 297,000 $9,559,000 5.9%
Bankers Life and Casualty......... 303,000 5,595,000 3.4%
Ameritech......................... 234,000 4,750,000 2.9%
Bank of America................... 202,000 4,299,000 2.6%
Chicago Transit Authority......... 251,000 3,834,000 2.3%
-31-
As of February 1, 2002, the occupancy rate of the Merchandise Mart
Properties' office space was 90%. The following table sets forth the occupancy
rate and the average escalated rent per square foot for the Merchandise Mart
Properties' office space at the end of each of the past five years.
Average Annual
Escalated
Rentable Rent
Year End Square Feet Occupancy Rate Per Square Foot
-------- ----------- -------------- ---------------
2001........... 2,841,000 89% $ 23.84
2000........... 2,869,000 90% 23.52
1999........... 2,414,000 93% 20.12
1998........... 2,274,000 95% 19.68
1997........... 2,160,000 91% 19.50
The following table sets forth as of December 31, 2001 office lease
expirations for each of the next 10 years assuming that none of the tenants
exercise their renewal options.
Annual Escalated
Percentage of Rent of Expiring Leases
Number of Square Feet of Total Leased ----------------------------------
Year Expiring Leases Expiring Leases Square Feet Total Per Square Foot
---- --------------- --------------- ------------- ------------ ---------------
2002............... 33 138,000 5.5% $ 3,466,000 $ 25.18
2003............... 16 79,000 3.1% 1,736,000 21.99
2004............... 18 92,000 3.7% 2,270,000 24.64
2005............... 13 162,000 6.4% 3,710,000 22.92
2006............... 17 307,000 12.2% 8,113,000 26.45
2007............... 14 445,000 17.7% 8,656,000 19.44
2008............... 13 502,000 19.9% 10,484,000 20.88
2009............... 10 278,000 11.0% 5,799,000 20.85
2010............... 6 358,000 14.2% 11,786,000 32.90
2011............... -- -- -- -- --
In 2001, 36,000 square feet of office space was leased at a weighted
average initial rent per square foot of $22.93, an increase of 11.6% over the
weighted average escalated rent per square foot of $20.55 for the leases
expiring. Following is the detail by building.
2001 Leases
-------------------------------
Average Initial
Rent Per
Square Feet Square Foot (1)
----------- ---------------
33 North Dearborn Street........... 14,000 $ 21.04
Merchandise Mart................... 13,000 18.39
Washington Office Center........... 7,000 36.71
350 North Orleans.................. 2,000 21.50
------
Total............................ 36,000 22.93
======
----------
(1) Most leases include periodic step-ups in rent, which are not
reflected in the initial rent per square foot leased.
-32-
SHOWROOM SPACE
The showrooms provide manufacturers and wholesalers with permanent and
temporary space in which to display products for buyers, specifiers and end
users. The showrooms are also used for hosting trade shows for the contract
furniture, casual furniture, gift-ware, carpet, residential furnishings, crafts,
apparel and design industries. The Merchandise Mart Properties own and operate
five of the leading furniture and gift-ware trade shows including the contract
furniture industry's largest annual trade show, NeoCon, which attracts over
50,000 attendees each June and is hosted at the Merchandise Mart building in
Chicago. The Market Square Complex co-hosts the home furniture industry's
semi-annual (April and October) market weeks which occupy over 11,500,000 square
feet in the High Point, North Carolina region.
The following table sets forth the percentage of the Merchandise Mart
properties showroom revenues by tenants' industry during 2001:
Industry Percentage
-------- ----------
Residential Design......... 26%
Gift....................... 20%
Residential Furnishings.... 15%
Contract Furnishings....... 15%
Market Suites.............. 14%
Apparel.................... 4%
Casual Furniture........... 4%
Building Products.......... 2%
As of February 1, 2002 the occupancy rate of the Merchandise Mart
Properties' showroom space was 96%. The following table sets forth the occupancy
rate and the average escalated rent per square foot for this space at the end of
each of the past five years.
Average Annual
Rentable Escalated Rent
Year End Square Feet Occupancy Rate Per Square Foot
----------------- ----------- -------------- ---------------
2001............. 5,532,000 96% $ 22.26(1)
2000............. 5,044,000 98% 22.85(1)
1999............. 4,174,000 98% 21.29(1)
1998............. 4,266,000 95% 21.97(1)
1997............. 2,817,000 94% 20.94(1)
----------
(1) Average annual escalated rent per square foot excluding the Market
Square Complex was $28.81, $27.76, $25.72 and $22.13 for 2001, 2000,
1999 and 1998 respectively.
-33-
The following table sets forth as of December 31, 2001 showroom lease
expirations for each of the next 10 years assuming that none of the tenants
exercise their renewal options.
Annual Escalated
Percentage of Rent of Expiring Leases
Number of Square Feet of Total Leased --------------------------------
Year Expiring Leases Expiring Leases Square Feet Total Per Square Foot
---- --------------- --------------- ------------- ------------ ---------------
2002.............. 312 646,000 12.2% $ 12,764,000 $ 19.75
2003.............. 289 645,000 12.2% 13,654,000 21.15
2004.............. 311 802,000 15.2% 13,698,000 17.08
2005.............. 136 501,000 9.5% 10,900,000 21.75
2006.............. 156 523,000 9.9% 9,856,000 18.85
2007.............. 48 265,000 5.0% 5,010,000 18.93
2008.............. 39 196,000 3.7% 4,645,000 23.73
2009.............. 31 120,000 2.3% 3,191,000 26.59
2010.............. 30 150,000 2.8% 3,602,000 24.03
2011.............. 24 104,000 2.0% 1,910,000 18.40
In 2001, 524,000 square feet of showroom space was leased at a weighted
average initial rent per square foot of $22.40, a 17.5% increase over the
weighted average escalated rent per square foot of $19.06 for the leases
expiring. Following is the detail by building.
2001 Leases
-------------------------------
Average Initial
Rent Per
Square Feet Square Foot(1)
----------- ---------------
Market Square Complex.............. 208,000 $ 14.71
Merchandise Mart................... 239,000 28.56
L.A. Mart.......................... 32,000 21.37
Washington Design Center........... 31,000 27.33
350 North Orleans.................. 14,000 22.74
-------
Total........................ 524,000 22.40
=======
----------
(1) Most leases include periodic step-ups in rent which are not
reflected in the initial rent per square foot leased.
In addition, the Company leased 428,000 square feet of new space at a
weighted average initial rent of $13.00 per square foot at the Plaza Suites on
Main Street in High Point which was completed in October 2001.
RETAIL STORES
The Merchandise Mart Properties' portfolio also contains approximately
185,000 square feet of retail stores which was 87% occupied at February 1, 2002.
-34-
MERCHANDISE MART PROPERTIES:
The following table sets forth certain information for the Merchandise
Mart Properties owned by the Company as of December 31, 2001.
YEAR
ORIGINALLY APPROXIMATE ANNUALIZED ANNUALIZED PRINCIPAL LEASE
DEVELOPED LAND LEASABLE NUMBER BASE RENT ESCALATED PERCENT TENANTS (30,000 EXPIRATION/
OR AREA BUILDING OF PER SQ. RENT PER LEASED SQUARE FEET OPTION ENCUMBRANCES
LOCATION ACQUIRED (ACRES) SQUARE FEET TENANTS FT. (1) SQ. FT.(2) (1) OR MORE) EXPIRATION (THOUSANDS)
-------- ---------- ------- ----------- ------- ---------- ---------- ------- --------------- ----------- ------------
ILLINOIS
Merchandise 1930 6.7 3,433,000 745 $23.61 $26.01 97% Baker, Knapp & 2007/2013 $ 250,000
Mart, Chicago Tubbs
Bankers Life & 2008/2018
Casualty
CCC Information 2008/2018
Services
Chicago Teachers 2005
Union
Chicago Transit 2007/2027
Authority
Holly Hunt Ltd. 2008
Navtech 2007
Office of the 2007
Special Deputy
Receiver
Beacon Hill/Masco 2005
Steelcase 2007
350 North 1977 4.3 1,150,000 261 20.70 22.07 86% 21st Century 2012/2022 70,000
Orleans, Telecom/RCN
Chicago Ameritech 2013/2021
Art Institute of 2009/2019
Illinois
Bank of America 2009/2019
Chicago Transit 2007/2017
Authority
Fox Sports 2007/2017
Fiserv Solutions 2010/2020
33 North 2000 0.5 320,000 78 19.25 25.00 89% -- -- 19,000
Dearborn
Street,
Chicago
WASHINGTON, D.C.
Washington 1990 1.2 396,000 22 33.63 34.01 95% General Services 2010 46,572
Office Center Administration
Washington 1919 1.2 388,000 82 27.87 28.23 99% -- -- 48,959
Design Center
Other 1.3 93,000 4 11.23 12.86 62% District of M-T-M --
Columbia
HIGH POINT,
NORTH CAROLINA
Market Square 1902- 13.8 1,997,000 270 13.50 13.92 98% Century Furniture 2004 106,826
Complex 1989 Company
La-Z-Boy 2004 --
CALIFORNIA
L.A. Mart 2000 9.3 781,000 248 17.66 18.87 84% -- -- --
---- --------- ----- ---------
TOTAL MERCHANDISE 38.3 8,558,000 1,710 $20.74 $22.64 94% $ 541,357
MART PROPERTIES ==== ========= ===== =========
(1) Represents annualized monthly base rent excluding rent for leases which
had not commenced as of December 31, 2001, which are included in percent
leased.
(2) Represents annualized monthly base rent including tenant pass-throughs of
operating expenses (exclusive of tenant electricity costs) and real estate
taxes.
-35-
TEMPERATURE CONTROLLED LOGISTICS
The Company has a 60% interest in the Vornado/Crescent Partnerships ("the
Landlord") that own 89 refrigerated warehouses with an aggregate of
approximately 445 million cubic feet. AmeriCold Logistics leases all of the
partnerships' facilities. The Temperature Controlled Logistics segment is
headquartered in Atlanta, Georgia.
On March 11, 1999, the Vornado/Crescent Partnerships sold all of the
non-real estate assets of Temperature Controlled Logistics encompassing the
operations of the temperature controlled business for approximately $48,700,000
to a new partnership ("AmeriCold Logistics") owned 60% by Vornado Operating
Company and 40% by Crescent Operating Inc. AmeriCold Logistics leases the
underlying temperature controlled warehouses used in this business from the
Vornado/Crescent Partnerships ("the Landlord") which continue to own the real
estate. The leases, as amended, generally have a 15 year term with two-five year
renewal options and provide for the payment of fixed base rent and percentage
rent based on revenue AmeriCold Logistics receives from its customers. On
February 22, 2001, the Landlord restructured the AmeriCold Logistics leases to,
among other things, (i) reduce 2001's contractual rent to $146,000,000, (ii)
reduce 2002's contractual rent to $150,000,000 (plus contingent rent in certain
circumstances), (iii) increase the Landlord's share of annual maintenance
capital expenditures by $4,500,000 to $9,500,000 effective January 1, 2000 and
(iv) allow AmeriCold Logistics to defer rent to December 31, 2003 to the extent
cash is not available, as defined in the leases, to pay such rent. Based on the
Company's policy of recognizing rental income when earned and collection is
assured or cash is received, the Company did not recognize $15,281,000 and
$8,606,000 of the rent it was due in the years ended December 31, 2001 and 2000.
On December 31, 2001 the Landlord released the tenant from its obligation to pay
$39,812,000 of deferred rent of which the Company's share was $23,887,000. This
amount equals the rent which was not recognized as income by the Company and
accordingly had no profit and loss effect to the Company.
During 2001, the Landlord completed a 125,000 square foot warehouse at its
Atlanta, Georgia complex and has acquired the original 104,000 square foot
warehouse in Tarboro, North Carolina, which is subject to a capital lease. These
transactions were completed at a total cost of $25,807,000.
AmeriCold Logistics provides the frozen food industry with refrigerated
warehousing and transportation management services. Refrigerated warehouses are
comprised of production and distribution facilities. Production facilities
typically serve one or a small number of customers, generally food processors,
located nearby. These customers store large quantities of processed or partially
processed products in the facility until they are shipped to the next stage of
production or distribution. Distribution facilities primarily warehouse a wide
variety of customers' finished products until future shipment to end-users. Each
distribution facility generally services the surrounding regional market.
AmeriCold Logistics' transportation management services include freight routing,
dispatching, freight rate negotiation, backhaul coordination, freight bill
auditing, network flow management, order consolidation and distribution channel
assessment. AmeriCold Logistics' temperature-controlled logistics expertise and
access to both frozen food warehouses and distribution channels enable its
customers to respond quickly and efficiently to time-sensitive orders from
distributors and retailers.
AmeriCold Logistics' customers consist primarily of national, regional and
local frozen food manufacturers, distributors, retailers and food service
organizations. A breakdown of AmeriCold Logistics' largest customers during 2001
include:
% of 2001 Revenue
-----------------
H.J. Heinz & Co.......................... 16%
Con-Agra, Inc............................ 8%
McCain Foods, Inc........................ 5%
Sara Lee Corp............................ 5%
Tyson Foods, Inc......................... 4%
General Mills............................ 4%
J.R. Simplot............................. 3%
Flowers Industries, Inc.................. 3%
Pro-Fac Cooperative, Inc................. 2%
Farmland Industries, Inc................. 2%
Other.................................... 48%
-36-
TEMPERATURE CONTROLLED LOGISTICS PROPERTIES
The following table sets forth certain information for the Temperature
Controlled Logistics properties as of December 31, 2001:
CUBIC FEET SQUARE FEET
PROPERTY LOCATION OWNED/LEASED (IN MILLIONS) (IN THOUSANDS)
-------------- ------------------------- ------------ ------------- --------------
ALABAMA
Birmingham West 25th Avenue Owned 2.0 85.6
Montgomery Newcomb Avenue Owned 2.5 142.0
Gadsden East Air Depot Road Leased 4.0 119.0
Albertville Railroad Avenue Owned 2.2 64.5
ARIZONA
Phoenix 455 South 75th Avenue Owned 2.9 111.5
ARKANSAS
Fort Smith Midland Boulevard Owned 1.4 78.2
West Memphis South Airport Road Owned 5.3 166.4
Texarkana Genoa Road Owned 4.7 137.3
Russellville 300 El Mira Owned 5.6 164.7
Russellville 203 Industrial Boulevard Owned 9.5 279.4
Springdale 1200 N. Old Missouri Road Owned 6.6 194.1
CALIFORNIA
Ontario Malaga Place Owned 24% 8.1 279.6
Leased 76%
Burbank West Magnolia Boulevard Owned 0.8 33.3
Fullerton South Raymond Avenue Leased 2.8 107.7
Pajaro Salinas Road Leased 1.4 53.8
Los Angeles Jesse Street Owned 2.7 141.6
Turlock 5th Street Owned 2.5 108.4
Watsonville West Riverside Drive Owned 5.4 186.0
Turlock South Kilroy Road Owned 3.0 138.9
Ontario Santa Ana Road Owned 1.9 55.9
-37-
CUBIC FEET SQUARE FEET
PROPERTY LOCATION OWNED/LEASED (IN MILLIONS) (IN THOUSANDS)
-------------- ------------------------- ------------ ------------- --------------
COLORADO
Denver East 50th Street Owned 52% 2.8 116.3
Leased 48%
FLORIDA
Tampa South Lois Avenue Owned 0.4 22.2
Plant City South Alexander Street Owned 0.8 30.8
Bartow U.S. Highway 17 Owned 1.4 56.8
Tampa 50th Street Owned 80% 3.9 150.0
Leased 20%
Tampa Port of Tampa Owned 1.0 38.5
GEORGIA
Atlanta Xavier Drive, SW Owned 11.1 476.7
Atlanta Lakewood Avenue, SW Owned 2.9 157.1
Augusta Laney-Walker Road Owned 1.1 48.3
Atlanta Westgate Parkway Owned 11.4 334.7
Atlanta* 1845 John Varley Court Owned 5.0 125.7
Montezuma South Airport Drive Owned 4.2 175.8
Atlanta Westgate Parkway Owned 6.9 201.6
Thomasville 121 Roseway Drive Owned 6.9 202.9
IDAHO
Burley U.S. Highway 30 Owned 10.7 407.2
Nampa 4th Street North Owned 8.0 364.0
ILLINOIS
Rochelle AmeriCold Drive Owned 6.0 179.7
East Dubuque 18531 U.S. Route 20 West Owned 5.6 215.4
INDIANA
Indianapolis Arlington Avenue Owned 9.1 311.7
IOWA
Fort Dodge Maple Drive Owned 3.7 155.8
Bettendorf State Street Owned 8.8 336.0
-38-
CUBIC FEET SQUARE FEET
PROPERTY LOCATION OWNED/LEASED (IN MILLIONS) (IN THOUSANDS)
-------------- ------------------------- ------------ ------------- --------------
KANSAS
Wichita North Mead Owned 2.8 126.3
Garden City 2007 West Mary Street Owned 2.2 84.6
KENTUCKY
Sebree 1541 U.S. Highway 41 North Owned 2.7 79.4
MAINE
Portland Read Street Owned 1.8 151.6
MASSACHUSETTS
Gloucester East Main Street Owned 1.9 95.5
Gloucester Railroad Avenue Owned 0.3 13.6
Gloucester Rogers Street Owned 2.8 95.2
Gloucester Rowe Square Owned 2.4 126.4
Boston Wildett Circle Owned 3.1 218.0
MISSOURI
Marshall West Highway 20 Owned 4.8 160.8
Carthage No. 1 Civil War Road Owned 42.0 2,564.7
MISSISSIPPI
West Point 751 West Churchill Road Owned 4.7 180.8
NEBRASKA
Fremont 950 South Schneider Street Owned 2.2 84.6
Grand Island East Roberts Street Owned 2.2 105.0
NEW YORK
Syracuse Farrell Road Owned 11.8 447.2
NORTH CAROLINA
Charlotte West 9th Street Owned 1.0 58.9
Charlotte Exchange Street Owned 4.1 164.8
Tarboro Sara Lee Road Owned 4.9 147.4
-39-
CUBIC FEET SQUARE FEET
PROPERTY LOCATION OWNED/LEASED (IN MILLIONS) (IN THOUSANDS)
-------------- ------------------------- ------------ ------------- --------------
OHIO
Massillon* 2140 17th Street SW Owned 5.5 163.2
OKLAHOMA
Oklahoma City South Hudson Owned 0.7 64.1
Oklahoma City Exchange Street Owned 1.4 74.1
OREGON
Hermiston Westland Avenue Owned 4.0 283.2
Milwaukie S.E. McLoughlin Blvd. Owned 4.7 196.6
Salem Portland Road N.E. Owned 12.5 498.4
Woodburn Silverton Road Owned 6.3 277.4
Brooks Brooklake Road Owned 4.8 184.6
Ontario N.E. First Street Owned 8.1 238.2
PENNSYLVANIA
Leesport RD2, Orchard Lane Owned 5.8 168.9
Fogelsville Mill Road Owned 21.6 683.9
SOUTH CAROLINA
Columbia Shop Road Owned 1.6 83.7
SOUTH DAKOTA
Sioux Falls 2300 East Rice Street Owned 2.9 111.5
TENNESSEE
Memphis East Parkway South Owned 5.6 246.2
Memphis Spottswood Avenue Owned 0.5 36.8
Murfreesboro Stephenson Drive Owned 4.5 106.4
TEXAS
Amarillo 10300 South East Third Street Owned 3.2 123.1
Ft. Worth 200 Railhead Drive Owned 3.4 102.0
UTAH
Clearfield South Street Owned 8.6 358.4
-40-
CUBIC FEET SQUARE FEET
PROPERTY LOCATION OWNED/LEASED (IN MILLIONS) (IN THOUSANDS)
-------------- ------------------------- ------------ ------------- --------------
VIRGINIA
Norfolk East Princess Anne Road Owned 1.9 83.0
Strasburg 545 Radio Station Road Owned 6.8 200.0
WASHINGTON
Burlington South Walnut Owned 4.7 194.0
Moses Lake Wheeler Road Owned 7.3 302.4
Walla Walla 14th Avenue South Owned 3.1 140.0
Connell West Juniper Street Owned 5.7 235.2
Wallula Dodd Road Owned 1.2 40.0
Pasco Industrial Way Owned 6.7 209.0
WISCONSIN
Tomah Route 2 Owned 4.6 161.0
Babcock 1524 Necedah Road Owned 3.4 111.1
Plover 110th Street Owned 9.4 358.4
----- --------
TOTAL 445.2 17,694.7
===== ========
-41-
ALEXANDER'S PROPERTIES
The Company owns 33.1% of Alexander's outstanding common shares. The
following table shows the location, approximate size and leasing status of each
of the properties owned by Alexander's as of December 31, 2001.
APPROXIMATE APPROXIMATE
AREA IN LEASABLE SQUARE AVERAGE LEASE
SQUARE FOOTAGE/ ANNUALIZED SIGNIFICANT EXPIRATION/
FEET/OR NUMBER BASE RENT PERCENT TENANTS (30,000 OPTION
LOCATION ACREAGE OF FLOORS PER SQ. FT. LEASED SQUARE FEET OR MORE) EXPIRATION
-------- ----------- ----------------- ----------- ------- ---------------------- ----------
OPERATING PROPERTIES
NEW YORK:
Kings Plaza Regional Shopping
Center--Brooklyn............ 24.3 acres 759,000/4(1)(2) $31.93 98% Sears 2023/2033
Rego Park--Queens............. 4.8 acres 351,000/3(1) 31.12 100% Bed Bath & Beyond 2013
Circuit City 2021
Marshalls 2008/2021
Sears 2021
Flushing--Queens (3).......... 44,975 SF 177,000/4(1) -- -- -- --
Third Avenue--Bronx........... 60,451 SF 173,000/4 7.86 100% An affiliate of Conway 2023
NEW JERSEY:
Paramus--New Jersey........... 30.3 acres (4) (4) 100% IKEA Property, Inc. 2041
---------
1,460,000
=========
DEVELOPMENT PROPERTIES
NEW YORK:
59th Street and Lexington
Avenue--Manhattan........... -- --(5) Bloomberg L.P.
Hennes & Mauritz
Rego Park II--Queens.............. 6.6 acres --
----------
(1) Excludes parking garages.
(2) Excludes 339,000 square foot Macy's store, owned and operated by Federated
Department Stores, Inc.
(3) Leased by the Company through January 2027.
(4) On October 5, 2001, Alexander's entered into a ground lease for its
Paramus, N.J. property with IKEA Property, Inc. The lease has a 40-year
term with an option to purchase at the end of the 20th year for
$75,000,000. Further, Alexander's has obtained a $68,000,000 interest
only, non-recourse mortgage loan on the property from a third party
lender. The interest rate on the debt is 5.92% with interest payable
monthly until maturity in October, 2011. The triple net rent each year is
the sum of $700,000 plus the amount of debt service on the mortgage loan.
If the purchase option is not exercised at the end of the 20th year, the
triple net rent for the last 20 years must include debt service sufficient
to fully amortize the $68,000,000 over the remaining 20 year lease period.
(5) Alexander's has completed the excavation and foundation for its Lexington
Avenue property development project. The development plan is to construct
a 1.4 million square foot multi-use building comprised of a commercial
portion, which may include a combination of retail stores and offices, and
a residential portion consisting of condominium units. There can be no
assurance that the residential portion will be built. The funding required
for the proposed building will be in excess of $650,000,000. Alexander's
is exploring various alternatives for financing the project, including
equity, debt, joint ventures and asset sales, which may involve
arrangements with the Company.
On May 1, 2001 Alexander's entered into a lease agreement with Bloomberg
L.P. for approximately 700,000 square feet of office space. The initial
term of the lease is for 25 years, with one ten-year renewal option. Base
annual net rent is $34,221,000 in each of the first four years and
$38,226,000 in the fifth year with a similar percentage increase each four
years thereafter. There can be no assurance that this project ultimately
will be completed, completed on time or completed for the budgeted amount.
If the project is not completed on a timely basis, the lease may be
cancelled by the tenant and significant penalties may apply.
On January 12, 2001, Alexander's sold its Fordham Road property located in
the Bronx, New York for $25,500,000, which resulted in a gain of $19,026,000. In
addition, Alexander's paid off the mortgage on this property at a discount,
which resulted in an extraordinary gain from early extinguishment of debt of
$3,534,000 in the first quarter of 2001.
-42-
THE NEWKIRK MASTER LIMITED PARTNERSHIP
In 1998, the Company and affiliates of Apollo Real Estate Investment Fund
III, L.P. ("Apollo") formed a joint venture to acquire general and limited
partnership interests in the Newkirk real estate partnerships. Since its
formation, the joint venture has acquired equity interests in 91 partnerships
which own approximately 19.7 million square feet of real estate and first and
second mortgages secured by a portion of these properties. The Company owned a
30% interest in the joint venture with the balance owned by Apollo. On January
1, 2002, the Newkirk partnerships were merged into The Newkirk Master Limited
Partnership (the "MLP") to create a vehicle to enable the partners to have
greater access to capital and future investment opportunities. In connection
with the merger, the Company received limited partner interests in the MLP equal
to an approximate 21.1% interest and Apollo received limited partner interests
in the MLP equal to an approximate 54.5% interest. Further, the joint venture is
the general partner of the MLP.
The Company's investment in the joint venture at December 31, 2001 was
comprised of:
Investments in limited partnerships... $145,107,000
Mortgages and loans receivable........ 39,511,000
Other................................. 6,916,000
------------
$191,534,000
============
The Company's share of the joint venture debt was approximately
$263,952,000 at December 31, 2001.
In conjunction with the merger, the MLP completed a $225,000,000 secured
financing collateralized by its interests in the entities that own the
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 February 1, 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 $28,200,000 of existing joint venture debt and distributed
approximately $37,000,000 to the Company.
The following table sets forth a summary of the real estate owned by the
MLP and the Company's interest therein:
Square Feet
--------------------------
Vornado's
Number of Ownership
Properties Total Interest
---------- ---------- ---------
Office............. 37 8,118,000 1,720,000
Retail............. 170 6,350,000 1,345,000
Other.............. 35 5,238,000 1,110,000
------- ---------- ---------
242 19,706,000 4,175,000
======= ========== =========
As of February 1, 2002, the occupancy rate of the properties was 100%.
-43-
The primary lease terms range from 20 to 25 years from their original
commencement dates with rents, typically above market, which fully amortize the
first mortgage debt on the properties. In addition, tenants generally have
multiple renewal options, with rents, on average, below market.
Below is a listing of tenants which accounted for 2% or more of Newkirk
Partnership's revenues in 2001:
Tenant Feet Leased 2001 Revenues Percentage
--------------------------------- ----------- ------------- ----------
Raytheon ........................ 2,336,000 $39,332,000 12.8%
Albertson's Inc. ................ 3,025,000 28,755,000 9.4%
The Saint Paul Co. .............. 530,000 25,410,000 8.3%
Kaiser Alum & Chemical Corp (1).. 911,000 23,794,000 7.8%
Honeywell ....................... 728,000 19,529,000 6.4%
Cummins Engine Company, Inc. .... 390,000 14,405,000 4.7%
Federal Express ................. 592,000 13,546,000 4.4%
Owens-Illinois .................. 707,000 13,363,000 4.4%
Entergy Gulf States ............. 453,000 11,642,000 3.8%
Stater Bros Markets ............. 1,434,000 10,354,000 3.4%
----------
(1) On February 12, 2002, Kaiser Aluminum, which leases an office
building located in Oakland, California filed for protection under
Chapter 11 of the U.S. Bankruptcy Code. To date, this lease has not
been assumed or rejected.
The following table sets forth lease expirations for each of the next 10
years, as of December 21, 2001, assuming that none of the tenants exercise their
renewal options.
Annual Escalated
Percentage of Rent of Expiring Leases
Number of Square Feet of Total Leased ---------------------------------
Year Expiring Leases Expiring Leases Square Feet Total Per Square Foot
---- --------------- --------------- ------------- ----------- ---------------
2002 ................. 1 122,000 .2% $ 1,720,000 $ 14.10
2003 ................. 33 1,679,000 8.5% 22,828,000 13.60
2004 ................. 6 280,000 1.4% 6,281,000 22.43
2005 ................. 29 1,310,000 6.7% 7,935,000 6.06
2006 ................. 30 2,607,000 13.2% 32,398,000 12.43
2007 ................. 35 3,017,000 15.3% 38,021,000 12.60
2008 ................. 71 6,327,000 32.1% 94,083,000 17.51
2009 ................. 30 2,823,000 14.3% 72,195,000 25.57
2010 ................. 1 821,000 4.1% 3,255,000 3.96
2011 ................. 2 155,000 .8% 2,177,000 14.05
-44-
NEWKIRK MASTER LIMITED PARTNERSHIP
The following table sets forth certain information for The Newkirk Master
Limited Partnership Properties as of December 31, 2001.
APPROXIMATE LEASE
LEASABLE ANNUALIZED EXPIRATION/
BUILDING SQUARE BASE RENT PER OPTION
LOCATION FOOTAGE SQ. FT. PRINCIPAL TENANTS EXPIRATION
---------------------- --------------- ------------- --------------------------- -----------
OFFICE:
ARKANSAS Little Rock 36,000 $ 12.31 Arkansas Power & Light Co. 2005/2030
Pine Bluff 27,000 13.63 Entergy Gulf States 2005/2030
CALIFORNIA El Segundo (1) 192,000 14.09 Raytheon 2008/2038
El Segundo (1) 995,000 14.09 Raytheon 2008/2038
El Segundo (1) 192,000 14.09 Raytheon 2008/2038
Oakland (1) 911,000 26.11 Kaiser Alum & Chemical Corp.(2) 2008/2038
Walnut Creek, (1) 55,000 37.52 Hercules Credit, Inc. 2007/2037
COLORADO Colorado Springs 71,000 31.13 Federal Express Corporation 2008/2038
FLORIDA Orlando (1) 184,000 19.72 Martin Marietta Corporation 2003/2038
Orlando (1) 357,000 12.29 Harcourt Brace & Company 2009/2039
INDIANA Columbus (1) 390,000 36.93 Cummins Engine Company Inc. 2009/2039
MARYLAND Baltimore (1) 530,000 47.94 USF&G 2009/2039
FLORIDA Bridgeton (1) 54,000 10.58 The Kroger Co. 2006/2031
NEW JERSEY Carteret 96,000 18.25 Supermarkets General Corp. 2011/2036
Elizabeth (1) 30,000 25.73 Summit Bank 2008/2038
Morris Township (1) 225,000 26.47 Allied Signal Corp. 2008/2038
Morris Township (1) 50,000 29.71 Allied Signal Corp. 2008/2038
Morris Township (1) 137,000 26.26 Allied Signal Corp. 2008/2038
Morris Township 141,000 36.26 Crum & Forster 2009/2039
Morristown (1) 316,000 27.26 Allied-Signal Corp. 2008/2038
Plainsboro (1) 2,000 66.59 Summit Bank 2008/2038
NEVADA Las Vegas 282,000 21.83 Nevada Power Company 2014/2039
OHIO Miamisburg (1) 61,000 22.06 The Mead Corporation 2003/2038
Miamisburg (1) 86,000 13.18 Reed Elsevier, Inc. 2003/2038
Toledo (1) 707,000 18.89 Owens-Illinois 2006/2036
PENNSYLVANIA Allentown 71,000 6.54 First Union Corp. 2005/2025
TENNESSEE Johnson City 64,000 26.28 Sun Trust Bank 2006/2031
Kingport 43,000 10.98 American Electric Power 2008/2038
Memphis (1) 521,000 21.74 Federal Express Corporation 2009/2039
TEXAS Beaumont (1) 426,000 26.46 Entergy Gulf States 2007/2037
Beaumont (1) 50,000 29.10 Allied Lakewood Bank 2007/2037
Bedford (1) 207,000 24.00 Team Bank 2004/2039
Dallas (1) 185,000 16.39 Allied Lakewood Bank 2007/2037
Dallas 145,000 17.42 Crum & Forster 2009/2039
Garland (1) 279,000 10.26 Raytheon 2006/2036
----------
Total Office 8,118,000 23.20
----------
-45-
APPROXIMATE LEASE
LEASABLE ANNUALIZED EXPIRATION/
BUILDING SQUARE BASE RENT PER OPTION
LOCATION FOOTAGE SQ. FT. PRINCIPAL TENANTS EXPIRATION
---------------------- --------------- ------------- --------------------------- -----------
RETAIL:
ALABAMA Dothan (1) 54,000 4.98 Albertson's Inc. 2005/2035
Hunstville (1) 60,000 7.45 Albertson's Inc. 2007/2037
Huntsville (1) 58,000 5.98 Albertson's Inc. 2006/2036
Montgomery (1) 54,000 3.97 Albertson's Inc. 2005/2010
Montgomery 66,000 10.35 Albertson's Inc. 2007/2037
Tuscaloosa (1) 54,000 4.22 Albertson's Inc. 2005/2020
ARIZONA Bisbee (1) 30,000 9.06 Safeway, Inc. 2009/2039
Tucson (1) 37,000 9.77 Safeway, Inc. 2009/2039
CALIFORNIA Anaheim (1) 26,000 9.66 Stater Bros. Markets 2008/2038
Barstow 30,000 8.11 Stater Bros. Markets 2008/2043
Beaumont 29,000 7.67 Stater Bros. Markets 2008/2038
Calimesa 29,000 9.61 Stater Bros. Markets 2008/2038
Colton 73,000 6.11 Stater Bros. Markets 2008/2038
Colton 26,000 8.28 Stater Bros. Markets 2008/2038
Corona (1) 33,000 13.35 Stater Bros. Markets 2003/2038
Corona (1) 9,000 26.43 Mark C. Bloome 2007/2037
Costa Mesa (1) 18,000 14.52 Stater Bros. Markets 2008/2038
Costa Mesa (1) 17,000 15.98 Stater Bros. Markets 2008/2038
Desert Hot Springs (1) 29,000 7.71 Stater Bros. Markets 2008/2038
Downey 39,000 12.09 Albertson's Inc. 2007/2037
Fontana 26,000 8.60 Stater Bros. Markets 2008/2038
Garden Grove (1) 26,000 9.37 Stater Bros. Markets 2008/2038
Glen Avon Heights (1) 42,000 8.25 Stater Bros. Markets 2008/2038
Huntington Beach 44,000 12.61 Albertson's Inc. 2009/2039
Indio (1) 10,000 22.70 Mark C. Bloome 2007/2037
Lancaster 42,000 12.75 Albertson's Inc. 2009/2039
Livermore (1) 53,000 10.73 Albertson's Inc. 2006/2036
Lomita (1) 33,000 10.24 Alpha Beta Company 2006/2033
Mammoth Lakes (1) 44,000 18.33 Safeway, Inc. 2007/2037
Mojave (1) 34,000 11.26 Stater Bros. Markets 2003/2038
Ontario (1) 24,000 10.50 Stater Bros. Markets 2008/2038
Orange (1) 26,000 13.49 Stater Bros. Markets 2008/2038
Pinole (1) 58,000 7.16 Alpha Beta Company 2011/2036
Pleasanton 175,000 6.73 Fedderated Department Stores 2012/2040
Rancho Cucamonga 24,000 9.98 Stater Bros. Markets 2008/2038
Rialto 29,000 7.89 Stater Bros. Markets 2008/2038
Rubidoux 39,000 6.83 Stater Bros. Markets 2008/2038
San Bernadino 30,000 11.37 Stater Bros. Markets 2008/2043
San Bernadino 40,000 9.94 Stater Bros. Markets 2008/2038
San Diego (1) 226,000 11.65 Nordstrom, Inc. 2006/2041
Santa Ana (1) 26,000 9.93 Stater Bros. Markets 2008/2038
Santa Monica 150,000 5.74 Fedderated Department Stores 2012/2040
Santa Rosa (1) 22,000 9.37 Albertson's Inc. 2006/2036
Simi Valley (1) 40,000 10.66 Albertson's Inc. 2008/2039
Sunnymead 30,000 8.15 Stater Bros. Markets 2008/2043
Ventura (1) 40,000 19.92 City of Buenaventura 2013/2013
Westminster 26,000 12.50 Stater Bros. Markets 2008/2038
Yucaipa 31,000 5.67 Stater Bros. Markets 2008/2038
COLORADO Aurora 41,000 6.88 Albertson's Inc. 2005/2035
Aurora 29,000 9.25 Albertson's Inc. 2005/2035
Aurora (1) 42,000 8.58 Albertson's Inc. 2006/2036
Aurora (1) 24,000 21.26 Safeway, Inc. 2007/2037
-46-
APPROXIMATE LEASE
LEASABLE ANNUALIZED EXPIRATION/
BUILDING SQUARE BASE RENT PER OPTION
LOCATION FOOTAGE SQ. FT. PRINCIPAL TENANTS EXPIRATION
---------------------- --------------- ------------- --------------------------- -----------
Littleton 29,000 11.20 Albertson's Inc. 2005/2035
Littleton 39,000 12.17 Albertson's Inc. 2009/2039
FLORIDA Bradenton (1) 60,000 10.87 Albertson's Inc. 2007/2037
Cape Coral 30,000 10.98 Albertson's/Lucky Stores 2008/2038
Casselberry (1) 68,000 11.26 Albertson's Inc. 2007/2037
Gainsville 41,000 9.26 Albertson's/Lucky Stores 2008/2038
Largo 54,000 6.90 Albertson's Inc. 2005/2035
Largo 40,000 10.98 Albertson's/Lucky Stores 2008/2038
Largo 30,000 9.57 Albertson's/Lucky Stores 2008/2038
Orlando (1) 58,000 5.67 Albertson's Inc. 2006/2036
Pinellas Park 60,000 11.74 Albertson's Inc. 2007/2037
Port Richey (1) 54,000 5.09 Albertson's Inc. 2005/2035
Stuart (1) 54,000 5.61 Albertson's Inc. 2005/2035
Tallahassee (1) 54,000 5.25 Albertson's Inc. 2005/2035
Venice (1) 42,000 12.60 Albertson's Inc. 2006/2036
GEORGIA Atlanta (1) 6,000 33.11 Bank South, N.A. 2009/2039
Atlanta (1) 4,000 37.25 Bank South, N.A. 2009/2039
Chamblee (1) 5,000 35.81 Bank South, N.A. 2009/2039
Cumming (1) 14,000 25.83 Bank South, N.A. 2009/2039
Duluth (1) 9,000 26.52 Bank South, N.A. 2009/2039
Forest Park (1) 15,000 24.84 Bank South, N.A. 2009/2039
Jonesboro (1) 5,000 29.19 Bank South, N.A. 2009/2039
Stone Mountain (1) 6,000 30.84 Bank South, N.A. 2009/2039
IDAHO Boise (1) 37,000 14.08 Albertson's Inc. 2007/2037
Boise (1) 43,000 7.13 Albertson's Inc. 2008/2039
ILLINOIS Champaign 31,000 12.31 Albertson's/Lucky Stores 2008/2038
Freeport 30,000 9.43 Albertson's/Lucky Stores 2008/2038
Rock Falls 28,000 10.77 Albertson's/Lucky Stores 2008/2038
INDIANA Carmel (1) 39,000 9.85 Marsh Supermarkets, Inc. 2003/2038
Lawrence (1) 29,000 16.11 Marsh Supermarkets, Inc. 2003/2038
KENTUCKY Louisville (1) 10,000 11.98 The Kroger Co. 2006/2036
Louisville (1) 40,000 16.85 The Kroger Co. 2006/2036
LOUISIANA Baton Rouge 58,000 12.21 Albertson's Inc. 2007/2037
Minden 35,000 11.55 Safeway, Inc. 2007/2037
MONTANA Billings (1) 41,000 9.05 Safeway, Inc. 2007/2015
Bozeman (1) 21,000 7.35 Albertson's Inc. 2005/2030
NORTH CAROLINA Jacksonville 23,000 8.92 Food Lion, Inc. 2003/2038
Jefferson (1) 23,000 7.77 Food Lion, Inc. 2003/2013
Lexington (1) 23,000 14.78 Food Lion, Inc. 2003/2038
NEBRASKA Omaha 73,000 9.60 Albertson's Inc. 2006/2036
Omaha 66,000 10.71 Albertson's Inc. 2007/2037
Omaha 67,000 10.99 Albertson's Inc. 2007/2037
NEW JERSEY Garwood (1) 52,000 11.91 Supermarkets General Corp. 2006/2021
-47-
APPROXIMATE LEASE
LEASABLE ANNUALIZED EXPIRATION/
BUILDING SQUARE BASE RENT PER OPTION
LOCATION FOOTAGE SQ. FT. PRINCIPAL TENANTS EXPIRATION
---------------------- --------------- ------------- --------------------------- -----------
NEW MEXICO Albuquerque (1) 35,000 18.70 Safeway, Inc. 2007/2037
Las Cruces (1) 30,000 13.08 Albertson's Inc. 2007/2037
NEVADA Las Vegas 38,000 7.68 Albertson's Inc. 2005/2035
Las Vegas (1) 60,000 7.57 Alpha Beta Company 2006/2021
Las Vegas (1) 38,000 12.51 Albertson's Inc. 2008/2024
Reno (1) 42,000 13.16 Albertson's Inc. 2007/2037
NEW YORK Portchester (1) 59,000 16.69 Supermarkets General Corp. 2008/2023
OHIO Cincinnati (1) 26,000 14.80 The Kroger Co. 2006/2011
Columbus (1) 34,000 23.85 The Kroger Co. 2006/2036
Franklin (1) 29,000 9.17 Marsh Supermarkets, Inc. 2003/2038
OKLAHOMA Lawton (1) 31,000 10.84 Safeway, Inc. 2009/2039
Oklahoma City (1) 24,000 17.02 Safeway, Inc. 2007/2037
Oklahoma City (1) 32,000 6.67 Scrivner, Inc. 2008/2038
OREGON Beaverton 42,000 13.02 Albertson's Inc. 2009/2039
Grants Pass (1) 34,000 8.65 Safeway, Inc. 2009/2039
Portland 42,000 8.29 Albertson's Inc. 2006/2036
Salem 52,000 7.81 Albertson's Inc. 2009/2039
PENNSYLVANIA Doylestown 4,000 38.81 Meritor Savings Bank 2008/2038
Lansdale 4,000 41.04 Meritor Savings Bank 2008/2038
Lima 4,000 44.66 Meritor Savings Bank 2008/2038
Philadelphia 50,000 14.49 Supermarkets General Corp. 2005/2035
Philadelphia 4,000 15.95 Meritor Savings Bank 2008/2038
Philadelphia 4,000 36.58 Meritor Savings Bank 2008/2038
Philadelphia 4,000 52.19 Meritor Savings Bank 2008/2038
Philadelphia 4,000 11.77 Meritor Savings Bank 2008/2038
Philadelphia 4,000 42.99 Meritor Savings Bank 2008/2038
Philadelphia 4,000 49.12 Meritor Savings Bank 2008/2038
Philadelphia 4,000 38.81 Meritor Savings Bank 2008/2038
Philadelphia 4,000 39.09 Meritor Savings Bank 2008/2038
Philadelphia 4,000 55.26 Meritor Savings Bank 2008/2038
Richboro 4,000 36.02 Meritor Savings Bank 2008/2038
Wayne 4,000 52.75 Meritor Savings Bank 2008/2038
SOUTH CAROLINA Moncks Corner (1) 23,000 6.59 Food Lion, Inc. 2003/2018
SOUTH DAKOTA Sioux Falls (1) 60,000 12.04 Albertson's Inc. 2007/2037
TEXAS Allen 41,000 3.11 Wal-Mart Stores, Inc. 2005/2035
Carrolton (1) 61,000 8.24 Skaggs Alpha Beta 2006/2036
Dallas (1) 68,000 8.29 The Kroger Co. 2006/2019
Ennis 44,000 5.14 Wal-Mart Stores, Inc. 2005/2035
Fort Worth (1) 44,000 13.72 Safeway, Inc. 2007/2037
Garland (1) 40,000 17.05 Safeway, Inc. 2007/2037
Granbury (1) 35,000 12.15 Safeway, Inc. 2007/2037
Grand Prairie (1) 49,000 10.02 Safeway, Inc. 2009/2039
Greenville (1) 48,000 5.15 Safeway, Inc. 2006/2036
Hillsboro (1) 35,000 9.62 Safeway, Inc. 2007/2037
Houston (1) 52,000 14.86 The Kroger Co. 2006/2036
Huntsville 62,000 4.02 Wal-Mart Stores, Inc. 2005/2035
Lubbock (1) 54,000 4.59 Albertson's Inc. 2005/2035
-48-
APPROXIMATE LEASE
LEASABLE ANNUALIZED EXPIRATION/
BUILDING SQUARE BASE RENT PER OPTION
LOCATION FOOTAGE SQ. FT. PRINCIPAL TENANTS EXPIRATION
---------------------- --------------- ------------- --------------------------- -----------
Midland 60,000 10.53 Albertson's Inc. 2009/2039
Rockdale 44,000 3.80 Wal-Mart Stores, Inc. 2005/2035
Rockwell 43,000 4.03 Wal-Mart Stores, Inc. 2005/2035
Taylor 62,000 3.44 Wal-Mart Stores, Inc. 2005/2035
Texarkana (1) 46,000 8.43 Albertson's Inc. 2006/2036
Waxahachie 62,000 3.45 Wal-Mart Stores, Inc. 2005/2035
Woodville 44,000 3.65 Wal-Mart Stores, Inc. 2005/2035
UTAH Bountiful (1) 50,000 7.85 Skaggs Alpha Beta 2006/2016
Sandy (1) 42,000 8.11 Albertson's Inc. 2006/2016
VIRGINIA Staunton (1) 23,000 17.67 Albertson's Inc. 2003/2038
WASHINGTON Bothell (1) 28,000 $5.94 Albertson's Inc. 2005/2035
Edmonds (1) 35,000 6.02 Albertson's Inc. 2005/2025
Everett (1) 35,000 15.39 Albertson's Inc. 2007/2037
Federal Way 42,000 9.76 Albertson's Inc. 2007/2037
Graham (1) 45,000 9.22 Safeway, Inc. 2009/2039
Kent 42,000 12.99 Albertson's Inc. 2009/2039
Milton (1) 45,000 10.63 Safeway, Inc. 2009/2039
Port Orchard (1) 28,000 4.52 Albertson's Inc. 2005/2025
Redmond (1) 45,000 11.26 Safeway, Inc. 2009/2039
Spokane 42,000 8.90 Albertson's Inc. 2005/2035
Spokane (1) 39,000 9.63 Safeway, Inc. 2009/2039
Woodinville (1) 30,000 9.79 Albertson's Inc. 2006/2031
WYOMING Cheyenne 12,000 18.77 Key Bancshares of Wyoming 2004/2039
Cheyenne (1) 31,000 6.87 Albertson's Inc. 2006/2036
Douglas 12,000 19.62 Key Bancshares of Wyoming 2004/2039
Evanston 28,000 15.12 Key Bancshares of Wyoming 2004/2039
Evanston 10,000 24.84 Key Bancshares of Wyoming 2004/2039
Torrington 12,000 16.28 Key Bancshares of Wyoming 2004/2039
----------
Total Retail 6,350,000 13.82
----------
OTHER:
ALABAMA Florence (1) 42,000 14.13 The Kroger Co. 2008/2038
ARIZONA Flagstaff (1) 114,000 11.29 Walgreen Arizona Drug Co. 2003/2033
Flagstaff (1) 10,000 70.58 Kmart (2) 2003/2053
Sun City (1) 10,000 60.22 Kmart (2) 2003/2053
CALIFORNIA Escondido (1) 39,000 44.18 Albertson's/Lucky Stores 2002/2037
Colton 668,000 4.78 Stater Bros. Markets 2003/2038
Long Beach (1) 478,000 31.58 Raytheon 2008/2038
Long Beach (1) 201,000 13.24 Raytheon 2008/2038
Palo Alto (1) 123,000 32.37 Xerox Corporation 2008/2013
COLORADO Arvada (1) 10,000 68.48 Kmart (2) 2003/2053
Ft. Collins (1) 10,000 69.88 Kmart (2) 2003/2053
Lakewood (1) 10,000 71.20 Kmart (2) 2003/2053
FLORIDA Orlando (1) 205,000 5.89 Walgreen Co. 2006/2031
MAINE North Berwick 821,000 3.97 United Technologies Corp. 2010/2035
NEW MEXICO Carlsbad (1) 10,000 55.40 Kmart (2) 2003/2053
-49-
APPROXIMATE LEASE
LEASABLE ANNUALIZED EXPIRATION/
BUILDING SQUARE BASE RENT PER OPTION
LOCATION FOOTAGE SQ. FT. PRINCIPAL TENANTS EXPIRATION
---------------------- --------------- ------------- --------------------------- -----------
NORTH CAROLINA Charlotte (1) 34,000 6.69 Food Lion Stores, Inc. 2003/2038
Concord (1) 32,000 14.04 Food Lion Stores, Inc. 2003/2038
Mint Hill (1) 23,000 10.54 Food Lion/Del Haize Group 2003/2038
New Bern (1) 21,000 11.42 Food Lion Stores, Inc. 2003/2038
Thomasville (1) 21,000 11.68 Food Lion Stores, Inc. 2003/2038
PENNSYLVANIA New Kingston (1) 430,000 8.23 Hershey Foods Corporation 2008/2038
SOUTH CAROLINA N. Myrtle Beach (1) 37,000 8.94 Food Lion Stores, Inc. 2003/2028
TENNESSEE Chattanooga (1) 42,000 15.17 The Kroger Co. 2008/2038
Memphis (1) 75,000 14.95 The Kroger Co. 2008/2038
Paris (1) 31,000 13.57 The Kroger Co. 2008/2038
Franklin (1) 289,000 4.57 United Technologies Corp. 2008/2038
Memphis (1) 780,000 3.67 Sears Roebuck & Company 2007/2037
TEXAS Lewisville 256,000 8.24 Xerox Corporation 2008/2038
Corpus Christi (1) 10,000 68.08 Kmart (2) 1983/2033
El Paso (1) 10,000 44.79 Kmart (2) 1983/2033
Euless (1) 10,000 64.33 Kmart (2) 1983/2033
Lewisville (1) 10,000 70.69 Kmart (2) 1983/2033
McAllen (1) 10,000 40.30 Kmart (2) 1983/2033
Victoria (1) 10,000 45.08 Kmart (2) 1983/2033
WISCONSIN Windsor (1) 356,000 7.52 Walgreen Co. 2007/2032
----------
Total Other 5,238,000 29.42
----------
GRAND TOTAL 19,706,000
==========
----------
(1) 100% building leasehold interest.
(2) These tenants filed for protection under Chapter 11 of the U.S. Bankruptcy
Code. To date, none of these leases have been assumed or rejected.
-50-
HOTEL PENNSYLVANIA
The Hotel Pennsylvania is located in New York City on Seventh Avenue
opposite Madison Square Garden and consists of a hotel portion containing
1,000,000 square feet of hotel space with 1,700 rooms and a commercial portion
containing 400,000 square feet of retail and office space.
The Hotel occupancy which is dependent on the travel industry was severely
impacted by the events of September 11, 2001, accelerating a trend which began
in the first quarter of 2001. Average occupancy for December 2001 was 53% as
compared to 71% in December 2000. REVPAR was $52 in December 2001 as compared to
$87 in December 2000.
The following table presents rental information for the Hotel:
Year Ended December 31,
------------------------
2001 2000 1999
---- ---- ----
Average occupancy rate......... 63% 76% 80%
Average daily rate............. $110 $114 $105
REVPAR......................... $ 70 $ 87 $ 84
As of December 31, 2001, the property's retail and office space was 56%
and 61% occupied. 25 tenants occupy the retail and office space. Annual rent per
square foot of retail and office space in 2001 was $50 and $21 compared to $45
and $17 in 2000.
DRY WAREHOUSE/INDUSTRIAL PROPERTIES
The Company's dry warehouse/industrial properties consist of eight
buildings in New Jersey containing approximately 2.0 million square feet. At
February 1, 2002 the occupancy rate of the properties was 99%. The average term
of a tenant's lease is three to five years.
The following table sets forth the occupancy rate and average annual rent
per square foot at the end of each of the past three years.
Average Annual
As of Rent Per
December 31, Occupancy Rate Square Foot
------------ -------------- --------------
2001............. 100% $ 3.67
2000............. 90% 3.52
1999............. 92% 3.37
-51-
ITEM 3. 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, including in
respect of the matter referred to below, is not expected to have a material
adverse effect on the Company's financial position or results of operation.
On October 25, 2001, Primestone Investment Partners L.P. ("Primestone")
defaulted on the repayment of its loan from the Company (See Item. 1 page 9
Other Investments - Loan to Primestone Investment Partners L.P.). On November
19, 2001, the Company commenced an action in the Delaware Court of Chancery
against Primestone Investment Partners, L.P. in connection with foreclosure
proceedings with respect to the collateral under the loan agreement. Although
Primestone is a special purpose entity with only one asset, units in Prime
Group Realty, L.P., no operations, no employees and no operating income, it
filed a Chapter 11 bankruptcy petition on November 19, 2001 in the United
States Bankruptcy Court for the District of Delaware. The Company moved to
dismiss Primestone's petition as bad faith filing. Federal bankruptcy judge
granted the Company's motion on December 18, 2001.
Following the bankruptcy court's dismissal of Primestone's petition, the
Company attempted to reschedule the auction for January 25, 2002. Primestone
appealed to the United States District Court for the District of Delaware,
and the auction was stayed pending appeal. On January 28, 2002, the district
court affirmed the bankruptcy court's decision. The Company has since
attempted to reschedule the auction for a third time, but Primestone has
appealed once again, this time to the United States Court of Appeals.
Briefing for the appeal concluded on February 25, 2002 and the parties are
currently awaiting a decision as to if and when oral argument will occur.
On February 13, 2002, Primestone counterclaimed against the Company. In
the counterclaim, Primestone alleges that the Company tortiously interfered
with a prospective contract with Cadim, inc. Primestone alleges that the
failure to consummate this alleged contract deprived it of the ability to
repay its loans to the Company, and that the Company is attempting to obtain
control of Prime Group Realty Trust, a publicly held affiliate of Primestone,
at an artificially low price. Primestone seeks equitable relief, including a
permanent injunction prohibiting the Company from foreclosing on collateral
pledged by Primestone, and also demands damages totaling $150,000,000 plus
costs and attorneys' fees. The parties commenced discovery on an expedited
basis in preparation for a hearing on Primestone's motion for a preliminary
injunction that was scheduled for February 22, 2002, but Primestone has
indicated that it intends not to proceed with that motion in light of a stay
granted by the United States Court of Appeals in Primestone's appeal from the
dismissal of its bankruptcy case. On March 4, 2002 the Company filed an
answer denying the essential allegations of the counterclaim.
-52-
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2001.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following is a list of the names, ages, principal occupations and
positions with Vornado of the executive officers of Vornado and the positions
held by such officers during the past five years. All executive officers of
Vornado have terms of office which run until the next succeeding meeting of the
Board of Trustees of Vornado following the Annual Meeting of Shareholders unless
they are removed sooner by the Board.
PRINCIPAL OCCUPATION, POSITION AND OFFICE
(CURRENT AND DURING PAST FIVE YEARS WITH VORNADO
NAME AGE UNLESS OTHERWISE STATED)
---- --- --------------------------------------------------
Steven Roth............. 60 Chairman of the Board, Chief Executive Officer and
Chairman of the Executive Committee of the Board;
the Managing General Partner of Interstate
Properties, an owner of shopping centers and an
investor in securities and partnerships; Chief
Executive Officer of Alexander's, Inc. since March
1995 and a Director since 1989; Chairman and CEO
of Vornado Operating since 1998.
Michael D. Fascitelli... 45 President and a Trustee since December 1996;
Director of Alexander's, Inc. since December 1996;
Director of Vornado Operating since 1998; Partner
at Goldman, Sachs & Co. in charge of its real
estate practice from December 1992 to December
1996; and Vice President at Goldman, Sachs & Co.,
prior to December 1992.
Melvyn H. Blum.......... 55 Executive Vice President--Development since
January 2000; Senior Managing Director at Tishman
Speyer Properties in charge of its development
activities in the United States from July 1998 to
January 2000; and Managing Director of Development
and Acquisitions at Tishman Speyer Properties
prior to July 1998.
Michelle Felman......... 39 Executive Vice President--Acquisitions since
September 2000; Independent Consultant to Vornado
from October 1997 to September 2000; Managing
Director-Global Acquisitions and Business
Development of GE Capital from 1991 to July 1997.
Joseph Hakim............ 53 Executive Vice President--Chief Operating Officer
since September 2000; Chief Executive Officer of
the Merchandise Mart Division since April 1998
(date acquired by the Company); President and
Chief Executive Officer of Merchandise Mart
Properties, Inc., the main operating subsidiary of
Joseph P. Kennedy Enterprises, Inc. (the
predecessor to the Merchandise Mart Division) from
1992 to April 1998.
Joseph Macnow........... 56 Executive Vice President--Finance and
Administration since January 1998 and Chief
Financial Officer since March 2001; Executive Vice
President -- Finance and Administration of Vornado
Operating since 1998; Vice President-Chief
Financial Officer from 1985 to January 1998; Vice
President--Chief Financial Officer of Alexander's,
Inc. since August 1995.
Wendy Silverstein....... 41 Executive Vice President--Capital Markets since
April 1998; Senior Credit Officer of Citicorp Real
Estate and Citibank, N.A. from 1986 to 1990.
David R. Greenbaum...... 50 President of the New York Office Division since
April 1997 (date of the Company's acquisition);
President of Mendik Realty (the predecessor to the
New York City Office Properties Division) from
1990 until April 1997.
Robert H. Smith......... 73 Chairman of Charles E. Smith Commercial Realty, a
division of Vornado Realty Trust, since January
2002 (date acquired by the Company); Co-Chief
Executive Officer and Co-Chairman of the Board of
Charles E. Smith Commercial Realty L.P. (the
predecessor to Charles E. Smith Commercial
Realty).
Richard T. Rowan........ 55 Executive Vice President--Retail Real Estate
Division from January 1982 to December 2001.
Sandeep Mathrani........ 39 Executive Vice President--Retail Real Estate
starting March 2002; Executive Vice President,
Forest City Ratner from 1994 to February 2002.
Christopher Kennedy..... 38 President of the Merchandise Mart Division since
September 2000; Executive Vice President of the
Merchandise Mart from April 1998 to September
2000; Executive Vice President of Merchandise Mart
Properties, Inc. from 1994 to April 1998.
Paul Larner............. 46 Chief Operating Officer and Chief Financial
Officer of Charles E. Smith Commercial Realty, a
division of Vornado Realty Trust since January
2002 (date acquired by the Company); Chief
Financial Officer of Charles E. Smith Commercial
Realty L.P. (the predecessor to Charles E. Smith
Commercial Realty) from October 1997 until January
2002.
-53-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Vornado's common shares are traded on the New York Stock Exchange under
the symbol "VNO".
Quarterly price ranges of the common shares and dividends paid per share
for the years ended December 31, 2001 and 2000 were as follows:
YEAR ENDED YEAR ENDED
DECEMBER 31, 2001 DECEMBER 31, 2000
------------------------------ -----------------------------
QUARTER HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS
------- ------- ------- --------- ------- ------- ---------
1st................ $ 38.76 $ 34.57 $ .53 $ 35.25 $ 29.88 $ .48
2nd................ 39.75 34.56 .53 36.50 33.69 .48
3rd................ 41.60 37.95 .60 40.75 35.50 .48
4th................ 41.65 37.60 .97* 38.94 33.38 .53
----------
* Comprised of a regular quarterly dividend of $.66 per share and a special
dividend of $.31 declared on December 18, 2001, which was necessary to
avoid the Company incurring an excise tax on distributions of less than
85% of taxable income in the current year.
On March 1, 2002, the number of record holders of common shares of
Vornado was 2,094.
At December 31, 2001, the Company had a capital loss carryover of
approximately $83,000,000. The capital loss carryover is available to offset
future capital gains that would otherwise be required to be distributed as
dividends to shareholders.
-54-
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
2001 2000 1999 1998 1997
---------- ---------- ---------- ---------- ----------
(in thousands, except share and per share amounts)
OPERATING DATA
Revenues:
Property rentals .................................... $ 841,999 $ 695,078 $ 591,270 $ 425,496 $ 168,321
Expense reimbursements .............................. 133,114 120,056 96,842 74,737 36,652
Other income ........................................ 10,660 10,838 8,251 9,627 4,158
---------- ---------- ---------- ---------- ----------
Total Revenues ........................................... 985,773 825,972 696,363 509,860 209,131
---------- ---------- ---------- ---------- ----------
Expenses:
Operating ........................................... 398,969 318,360 282,118 207,171 74,745
Depreciation and amortization ....................... 123,862 99,846 83,585 59,227 22,983
General and administrative .......................... 72,572 47,911 40,151 28,610 13,580
Amortization of officer's deferred
compensation expense .............................. -- -- -- -- 22,917
Costs of acquisitions not consummated ............... 5,223 -- -- -- --
---------- ---------- ---------- ---------- ----------
Total Expenses ........................................... 600,626 466,117 405,854 295,008 134,225
---------- ---------- ---------- ---------- ----------
Operating Income ......................................... 385,147 359,855 290,509 214,852 74,906
Income applicable to Alexander's ......................... 24,548 17,363 11,772 3,123 7,873
Income from partially-owned entities ..................... 80,612 86,654 78,560 32,025 4,658
Interest and other investment income ..................... 54,385 32,926 18,359 24,074 23,767
Interest and debt expense ................................ (173,076) (170,273) (141,683) (114,686) (42,888)
Net gain on disposition of wholly-owned and
partially-owned assets ................................ 7,425 10,965 -- 9,649 --
Minority interest:
Perpetual preferred unit distributions ............... (70,705) (62,089) (19,254) (756) --
Minority limited partnership earnings ................ (39,138) (38,320) (33,904) (14,822) (7,293)
Partially-owned entities ............................. (2,520) (1,965) (1,840) (605) --
---------- ---------- ---------- ---------- ----------
Income before cumulative effect of change in accounting
principle and extraordinary item ...................... 266,678 235,116 202,519 152,854 61,023
Cumulative effect of change in accounting principle ...... (4,110) -- -- -- --
Extraordinary item ....................................... 1,170 (1,125) -- -- --
---------- ---------- ---------- ---------- ----------
Net income ............................................... 263,738 233,991 202,519 152,854 61,023
Preferred share dividends ................................ (36,505) (38,690) (33,438) (21,690) (15,549)
---------- ---------- ---------- ---------- ----------
Net income applicable to common shares ................... $ 227,233 $ 195,301 $ 169,081 $ 131,164 $ 45,474
========== ========== ========== ========== ==========
Income per share--basic(1) ............................ $ 2.55 $ 2.26 $ 1.97 $ 1.62 $ .83
Income per share--diluted(1) .......................... $ 2.47 $ 2.20 $ 1.94 $ 1.59 $ .79
Cash dividends declared for common shares ............. $ 2.63 $ 1.97 $ 1.80 $ 1.64 $ 1.36
BALANCE SHEET DATA
Total assets .......................................... $6,777,343 $6,403,210 $5,479,218 $4,425,779 $2,524,089
Real estate, at cost .................................. 4,690,211 4,354,392 3,921,507 3,315,891 1,564,093
Accumulated depreciation .............................. 506,225 393,787 308,542 226,816 173,434
Debt .................................................. 2,477,173 2,688,308 2,048,804 2,051,000 956,654
Shareholders' equity .................................. 2,570,372 2,078,720 2,055,368 1,782,678 1,313,762
-55-
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
2001 2000 1999 1998 1997
--------- --------- --------- ----------- -----------
(in thousands)
OTHER DATA
Funds from operations(2):
Net income applicable to common shares ............. $ 227,233 $ 195,301 $ 169,081 $ 131,164 $ 45,474
Cumulative effect of change in
accounting principle ............................. 4,110 -- -- -- --
Extraordinary item ................................. (1,170) 1,125 -- -- --
Depreciation and amortization of real
property ......................................... 119,568 97,744 82,216 58,277 22,413
Straight-lining of property rentals for rent
escalations ...................................... (24,314) (28,893) (22,881) (14,531) (3,359)
Leasing fees received in excess of income
recognized ....................................... 1,954 1,259 1,705 1,339 1,733
Net gain on sale of real estate .................... (12,445) (10,965) -- -- --
Net gain from insurance settlement and
condemnation proceedings ......................... (3,050) -- -- (9,649) --
Appreciation/(depreciation) of securities
held in officer's deferred compensation
trust ............................................ 3,023 4,765 (340) 340 --
Gains on sale of securities available
for sale ......................................... -- -- (383) (898) --
Proportionate share of adjustments to equity
in income of partially-owned entities
to arrive at funds from operations:
Temperature Controlled Logistics ................. 34,531 35,565 31,400 41,988 4,183
Alexander's ...................................... (5,980) 93 1,324 4,023 (2,471)
Partially-owned office buildings ................. 1,913 2,926 50 3,561 2,891
Hotel Pennsylvania ............................... -- 5,779 4,866 4,083 457
Charles E. Smith Commercial Realty L.P. .......... 17,917 15,767 12,024 2,974 1,298
Other ............................................ 10,538 9,448 7,463 219 --
Minority interest in partially owned entities in
excess of preferential distributions ............. (16,810) (16,445) (9,020) (3,991) --
Dilutive effect of Series A Preferred Share
dividends ........................................ 19,505 21,689 16,268 -- --
--------- --------- --------- ----------- -----------
Funds from operations(2) .............................. $ 376,523 $ 335,158 $ 293,773 $ 218,899 $ 72,619
========= ========= ========= =========== ===========
Cash flow provided by (used in):
Operating activities ............................... $ 387,685 $ 249,921 $ 176,895 $ 189,406 $ 115,473
Investing activities ............................... (79,722) (699,375) (494,204) (1,257,367) (1,064,484)
Financing activities ............................... (179,368) 473,813 262,131 879,815 1,215,269
----------
(1) All share and per share information has also been adjusted for a 2-for-1
share split in October 1997.
(2) Funds from operations does not represent cash generated from operating
activities in accordance with accounting principles generally accepted in
the United States of America and is not necessarily indicative of cash
available to fund cash needs which is disclosed in the Consolidated
Statements of Cash Flows for the applicable periods. There are no material
legal or functional restrictions on the use of funds from operations.
Funds from operations should not be considered as an alternative to net
income as an indicator of the Company's operating performance or as an
alternative to cash flows as a measure of liquidity. Management considers
funds from operations a supplemental measure of operating performance and
along with cash flow from operating activities, financing activities and
investing activities, it provides investors with an indication of the
ability of the Company to incur and service debt, to make capital
expenditures and to fund other cash needs. Funds from operations may not
be comparable to similarly titled measures reported by other REITs since a
number of REITs, including the Company, calculate funds from operations in
a manner different from that used by the National Association of Real
Estate Investment Trusts ("NAREIT"). Funds from operations, as defined by
NAREIT, represents net income applicable to common shares before
depreciation and amortization, extraordinary items and gains or losses on
sales of real estate. Funds from operations as disclosed above has been
modified from this definition to adjust primarily for (i) the effect of
straight-lining of property rentals for rent escalations and leasing fee
income, and (ii) the reversal of income taxes (benefit) which are
considered non-recurring because of the conversion of Temperature
Controlled Logistics Companies to REITs in 2000.
-56-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Index to Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Page
----
Overview.................................................................... 58
Results of Operations:
Years Ended December 31, 2001 and 2000................................ 62
Years Ended December 31, 2000 and 1999................................ 69
Supplemental Information:
Summary of Net Income and EBITDA for the Three Months Ended
December 31, 2001 and 2000......................................... 73
Changes by segment in EBITDA for the Three Months Ended
December 31, 2001 and 2000......................................... 75
Leasing Activity...................................................... 76
Proforma Operating Results - CESCR Acquisition........................ 77
Related Party Disclosure.............................................. 77
Liquidity and Capital Resources:
Cash Flows for the Years Ended December 31, 2001, 2000 and 1999....... 79
Funds from Operations for the Years Ended December 31, 2001 and 2000.. 82
Acquisition Activity, Certain Cash Requirements and Financing
Activities and Contractual Obligations.............................. 84
-57-
OVERVIEW
The Company has operated over the periods presented in a generally
favorable economic environment, although the Company's operating environment
began to show signs of weakening in the first half of 2001. The Company's
physical properties were not directly affected by the catastrophic events of
September 11, 2001. Demand for New York City office space increased temporarily
as a result of displaced tenants from buildings damaged or destroyed. The
occupancy rate of the Company's New York City office portfolio increased from
95% at June 30, 2001 to 97% at December 31, 2001. The Company has experienced a
significant reduction in occupancy at its Hotel Pennsylvania subsequent to
September 11, 2001 accelerating a trend which began in the first quarter of
2001.
Substantially all of the Company's office, retail and permanent showroom
leases contain step-ups in rent. Such rental increases are not designed to, and
in many instances do not, approximate the cost of inflation, but do have the
effect of mitigating the adverse impact of inflation. In addition, substantially
all of the Company's leases contain provisions that require the tenant to
reimburse the Company for the tenant's share of common area charges (including
roof and structure in strip shopping centers, unless it is the tenant's direct
responsibility) and real estate taxes or for increases of such expenses over a
base amount, thus offsetting, in part, the effects of inflation on such
expenses.
-58-
Below is a summary of net income and EBITDA(1) by segment for the years
ended December 31, 2001, 2000 and 1999. Prior to 2001, income from the Company's
preferred stock affiliates ("PSAs") was included in income from partially-owned
entities. On January 1, 2001, the Company acquired the common stock of its PSAs
and converted these entities to taxable REIT subsidiaries. Accordingly, the
Hotel portion of the Hotel Pennsylvania and the management companies (which
provide services to the Company's business segments and operate the Trade Show
business of the Merchandise Mart division) have been consolidated effective
January 1, 2001. Amounts for the years ended December 31, 2000 and 1999 have
been reclassified to give effect to the consolidation of these entities, as if
consolidated as of January 1, 1999.
($ in thousands) December 31, 2001
---------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
--------- --------- --------- ----------- ----------- --------
Rentals ......................................... $ 841,999 $ 463,234 $ 119,730 $ 197,668 $ -- $ 61,367
Expense reimbursements .......................... 133,114 67,842 47,998 13,801 -- 3,473
Other income .................................... 10,660 3,957 2,038 3,324 -- 1,341
--------- --------- --------- --------- -------- --------
Total revenues .................................. 985,773 535,033 169,766 214,793 -- 66,181
--------- --------- --------- --------- -------- --------
Operating expenses .............................. 398,969 217,965 58,996 83,107 -- 38,901
Depreciation and amortization ................... 123,862 71,548 17,349 25,397 -- 9,568
General and administrative ...................... 72,572 12,694 470 18,081 -- 41,327
Costs of acquisitions not consummated ........... 5,223 -- -- -- -- 5,223
--------- --------- --------- --------- -------- --------
Total expenses .................................. 600,626 302,207 76,815 126,585 -- 95,019
--------- --------- --------- --------- -------- --------
Operating income ................................ 385,147 232,826 92,951 88,208 -- (28,838)
Income applicable to Alexander's ................ 24,548 -- -- -- -- 24,548
Income from partially-owned entities ............ 80,612 32,746 1,914 149 17,447(4) 28,356
Interest and other investment income ............ 54,385 6,866 608 2,045 -- 44,866
Interest and debt expense ....................... (173,076) (54,559) (55,466) (33,354) -- (29,697)
Net gain on disposition of wholly-owned and
partially-owned assets ........................ 7,425 12,445 3,050 160 -- (8,230)
Minority interest ............................... (112,363) (55,932) (16,562) (15,650) (10,968) (13,251)
--------- --------- --------- --------- -------- --------
Income before cumulative effect of change in
accounting principle and extraordinary item .... 266,678 174,392 26,495 41,558 6,479 17,754
Cumulative effect of change in accounting
principle ...................................... (4,110) -- -- -- -- (4,110)
Extraordinary item .............................. 1,170 -- -- -- -- 1,170
--------- --------- --------- --------- -------- --------
Net income ...................................... 263,738 174,392 26,495 41,558 6,479 14,814
Cumulative effect of change in accounting
principle ...................................... 4,110 -- -- -- -- 4,110
Extraordinary item .............................. (1,170) -- -- -- -- (1,170)
Minority interest ............................... 112,363 55,932 16,562 15,650 10,968 13,251
Net gain on disposition of wholly-owned and
partially-owned assets ........................ (15,655) (12,445) (3,050) (160) -- --
Interest and debt expense(3) .................... 270,357 95,875 58,023 33,354 26,459 56,646
Depreciation and amortization(3) ................ 188,859 91,208 18,834 25,397 33,815 19,605
Straight-lining of rents(3) ..................... (26,134) (20,124) 787 (4,997) -- (1,800)
Other ........................................... (12,586) (4,673) -- -- 716 (8,629)(5)
--------- --------- --------- --------- -------- --------
EBITDA(1) ....................................... $ 783,882 $ 380,165 $ 117,651 $ 110,802 $ 78,437 $ 96,827
========= ========= ========= ========= ======== ========
See Supplemental Information on page 73 for the following data regarding
the fourth quarter of 2001 and 2000: (i) a summary of net income and EBITDA by
segment, (ii) details of the changes by segment in EBITDA and (iii) leasing
activity. Further, the Supplemental Information contains data regarding (i)
leasing activity for the year ended December 31, 2001, (ii) Condensed Proforma
Operating Results for the years ended December 31, 2001 and 2000 giving effect
to the January 1, 2002 acquisition of the remaining 66% of Charles E. Smith
Commercial Realty as if it had occurred on January 1, 2000 and (iii) a summary
of related party disclosures.
-59-
($ in thousands) December 31, 2000 (after giving effect to consolidation of PSA's)
----------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
--------- --------- --------- ----------- ----------- ---------
Rentals ...................................... $ 788,469 $ 406,261 $ 129,902 $ 171,001 $ -- $ 81,305
Expense reimbursements ....................... 120,074 60,767 45,490 10,654 -- 3,163
Other income ................................. 17,608 5,499 2,395 4,661 -- 5,053
--------- --------- --------- --------- -------- ---------
Total revenues ............................... 926,151 472,527 177,787 186,316 -- 89,521
--------- --------- --------- --------- -------- ---------
Operating expenses ........................... 379,524 199,424 55,671 74,553 -- 49,876
Depreciation and amortization ................ 108,109 58,074 17,464 21,984 -- 10,587
General and administrative ................... 63,468 10,401 667 16,330 -- 36,070
Costs of acquisitions not consummated ........ -- -- -- -- -- --
--------- --------- --------- --------- -------- ---------
Total expenses ............................... 551,101 267,899 73,802 112,867 -- 96,533
--------- --------- --------- --------- -------- ---------
Operating income ............................. 375,050 204,628 103,985 73,449 -- (7,012)
Income applicable to Alexander's ............. 17,363 -- -- -- -- 17,363
Income from partially-owned entities ......... 79,694 29,210 667 -- 28,778(4) 21,039
Interest and other investment income ......... 33,798 6,162 -- 2,346 -- 25,290
Interest and debt expense .................... (179,380) (62,162) (53,180) (38,569) -- (25,469)
Net gain on disposition of wholly-owned and
partially-owned assets ..................... 10,965 8,405 2,560 -- -- --
Minority interest ............................ (102,374) (46,917) (16,550) (12,660) (12,483) (13,764)
--------- --------- --------- --------- -------- ---------
Income before extraordinary item ............. 235,116 139,326 37,482 24,566 16,295 17,447
Extraordinary item ........................... (1,125) -- (1,125) -- -- --
--------- --------- --------- --------- -------- ---------
Net income ................................... 233,991 139,326 36,357 24,566 16,295 17,447
Extraordinary item ........................... 1,125 -- 1,125 -- -- --
Minority interest ............................ 102,374 46,917 16,550 12,660 12,483 13,764
Net gain on disposition of wholly-owned and
partially-owned assets ..................... (10,965) (8,405) (2,560) -- -- --
Interest and debt expense(3) ................. 260,573 96,224 55,741 38,566 27,424 42,618
Depreciation and amortization(3) ............. 167,268 76,696 18,522 20,627 34,015 17,408
Straight-lining of rents(3) .................. (30,001) (19,733) (2,295) (5,919) (1,121) (933)
Other ........................................ 14,510 -- (1,654) 1,358 4,064(2) 10,742(5)
--------- --------- --------- --------- -------- ---------
EBITDA(1) .................................... $ 738,875 $ 331,025 $ 121,786 $ 91,858 $ 93,160 $ 101,046
========= ========= ========= ========= ======== =========
-60-
($ in thousands) December 31, 1999 (after giving effect to consolidation of PSA's)
---------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
--------- --------- --------- ----------- ----------- --------
Rentals ................................ $ 675,313 $ 333,025 $ 125,510 $ 151,308 $ -- $ 65,470
Expense reimbursements ................. 95,658 42,198 43,326 8,245 -- 1,889
Other income ........................... 12,542 4,572 1,702 1,831 -- 4,437
--------- --------- --------- --------- -------- --------
Total revenues ......................... 783,513 379,795 170,538 161,384 -- 71,796
--------- --------- --------- --------- -------- --------
Operating expenses ..................... 335,744 168,825 58,058 67,518 -- 41,343
Depreciation and amortization .......... 92,316 48,058 15,646 19,607 -- 9,005
General and administrative ............. 57,092 10,797 358 13,044 -- 32,893
Costs of acquisitions not consummated .. -- -- -- -- -- --
--------- --------- --------- --------- -------- --------
Total expenses ......................... 485,152 227,680 74,062 100,169 -- 83,241
--------- --------- --------- --------- -------- --------
Operating income ....................... 298,361 152,115 96,476 61,215 -- (11,445)
Income applicable to Alexander's ....... 11,772 -- -- -- 11,772
Income from partially-owned entities ... 78,184 19,055 938 -- 36,722 21,469
Interest and other investment income ... 20,683 1,786 -- 2,995 -- 15,902
Interest and debt expense .............. (151,483) (49,624) (27,635) (31,685) -- (42,539)
Minority interest ...................... (54,998) (25,854) (14,628) (6,819) (7,697) --
--------- --------- --------- --------- -------- --------
Net income (loss)....................... 202,519 97,478 55,151 25,706 29,025 (4,841)
Minority interest ...................... 54,998 25,854 14,628 6,819 7,697 --
Interest and debt expense(3) ........... 226,253 82,460 30,249 29,509 27,520 56,515
Depreciation and amortization(3) ....... 143,499 64,702 16,900 17,702 31,044 13,151
Straight-lining of rents(3) ............ (25,359) (16,386) (2,120) (4,740) (1,698) (415)
Other .................................. 7,451 365 -- -- 2,054(2) 5,032
--------- --------- --------- --------- -------- --------
EBITDA(1) .............................. $ 609,361 $ 254,473 $ 114,808 $ 74,996 $ 95,642 $ 69,442
========= ========= ========= ========= ======== ========
----------
(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 may not be comparable to similarly
titled measures employed by other companies.
(2) Includes (i) the reversal of income taxes (benefit) which are considered
non-recurring because of the conversion of the Temperature Controlled
Logistics Companies to REITs in 2000 and (ii) the add back of
non-recurring unification costs.
(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) Net of $15,281 and $9,787 of rent not recognized as income in 2001 and
2000, respectively.
(5) Includes the reversal of $1,266 and $4,765 of expenses in connection with
a deferred compensation arrangement in 2001 and 2000, respectively.
Other EBITDA is comprised of:
($ in thousands) 2001 2000 1999
-------- --------- --------
Newkirk Joint Ventures
(30% interest):
Equity in EBITDA of limited partnerships ........... $ 54,695(1) $ 43,685 $ 38,465
Interest and other income .......................... 8,700 7,300 1,331
-------- --------- --------
Total .......................................... 63,395 50,985 39,796
Alexander's (33.1% interest) ............................ 19,362(2) 18,330 13,469
Hotel Pennsylvania (3) .................................. 16,978(4) 26,866 21,200
After-tax net gain on sale of Park Laurel
condominium units ..................................... 15,657 -- --
Write-off of net investment in the
Russian Tea Room ("RTR") .............................. (7,374) -- --
Write-off of net investments in technology companies .... (16,513) -- --
Costs of acquisitions not consummated ................... (5,223) -- --
Corporate general and administrative expenses ........... (41,327) (36,070) (32,893)
Investment income and other ............................. 51,872 40,935 27,870
-------- --------- --------
Total .......................................... $ 96,827 $ 101,046 $ 69,442
======== ========= ========
----------
(1) Reflects acquisitions of additional partnership interests.
(2) Includes leasing fees of $2,500 in connection with Alexander's ground
lease of its Paramus property to IKEA in the fourth quarter of 2001.
(3) The commercial portion of the Hotel was wholly-owned as of August 5, 1999,
and accordingly consolidated.
(4) Average occupancy and REVPAR for the Hotel Pennsylvania for the year ended
December 31, 2001 was 63% and $70 compared to 76% and $87 for the year
ended December 31, 2000.
-61-
The following table sets forth the percentage of the Company's EBITDA by
segment for the years ended December 31, 2001, 2000 and 1999. The Proforma
column gives effect to the January 1, 2002 acquisition by the Company of the
remaining 66% interest in CESCR described previously as if it had occurred on
January 1, 2001.
PERCENTAGE OF EBITDA
-----------------------------------------
Years Ended December 31,
-----------------------------------------
Proforma Historical
-------- ------------------------------
2001 2001 2000 1999
-------- -------- -------- --------
Office:
New York ....................... 31% 38% 35% 32%
CESCR .......................... 26% 10% 10% 10%
-------- -------- -------- --------
Total .......................... 57% 48% 45% 42%
Retail ............................ 12% 15% 16% 19%
Merchandise Mart Properties ....... 12% 14% 12% 12%
Temperature Controlled Logistics .. 8% 10% 13% 16%
Other ............................. 11% 13% 14% 11%
-------- -------- -------- --------
100% 100% 100% 100%
======== ======== ======== ========
RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000
Below are the details of the changes by segment in EBITDA.
($ in thousands)
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
-------- -------- --------- ----------- ----------- ---------
Year ended December 31, 2000 $738,875 $331,025 $ 121,786 $ 91,858 $ 93,160 $ 101,046
2001 Operations:
Same store operations(1) ........ 32,485 37,731 3,305 7,508 (14,723)(3) (1,336)
Acquisitions, dispositions and
non-recurring income and
expenses ...................... 12,522 11,409 (7,440) 11,436 -- (2,883)
-------- -------- --------- -------- -------- ---------
Year ended December 31, 2001 ......... $783,882 $380,165(2) $ 117,651 $110,802 $ 78,437 $ 96,827(4)
======== ======== ========= ======== ======== =========
% increase in same
store operations .............. 4.4% 11.4%(2) 2.7% 8.2% (15.8%)(3) (1.3%)(4)
======== ======== ========= ======== ======== =========
----------
(1) Represents operations which were owned for the same period in each year.
(2) EBITDA and the same store percentage increase was $295,222 and 13.7% for
the New York City office portfolio and $84,943 and 3.6% for the CESCR
portfolio.
(3) 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. On February 22, 2001, the Landlord
restructured the AmeriCold Logistics leases to among other things, (i)
reduce 2001's contractual rent to $146,000, (ii) reduce 2002's contractual
rent to $150,000 (plus additional contingent rent in certain
circumstances), (iii) increase the Landlord's share of annual maintenance
capital expenditures by $4,500 to $9,500 effective January 1, 2000 and
(iv) extend the deferred rent period to December 31, 2003 from March 11,
2002.
The tenant has advised the Landlord that (i) its revenue for the year
ended December 31, 2001 from the warehouses it leases from the Landlord,
is lower than last year by 4.2% and (ii) its gross profit before rent at
these warehouses for the corresponding period is lower than last year by
$26,764 (a 14.4% decline). This decrease is attributable to a reduction in
total customer inventory stored at the warehouses and customer inventory
turns.
Based on the Company's policy of recognizing rental income when earned and
collection is assured or cash is received, the Company did not recognize
$15,281 and $8,606 of the rent it was due in the years ended December 31,
2001 and 2000. On December 31, 2001 the Landlord released the tenant from
its obligation to pay $39,812 of deferred rent of which the Company's
share was $23,887. This amount equals the rent which was not recognized as
income by the Company and accordingly had no profit and loss effect to the
Company.
(4) Included in "Other" is $2,422 of interest income from the $31,424 note
receivable the Company has from Vornado Operating Company ("Vornado
Operating"). Vornado Operating has only one significant asset, its
investment in AmeriCold Logistics and does not generate positive cash flow
sufficient to cover all of its expenses. Accordingly, commencing January
1, 2002, the Company will no longer recognize the interest income due on
the $31,424 loan until Vornado Operating is cash flow positive in an
amount sufficient to fund the interest due to the Company. The Company
anticipates that the leases with Vornado Operating's investee may be
restructured to provide additional cash flow and Vornado Operating's
investee may sell non-core assets.
-62-
REVENUES
The Company's revenues, which consist of property rentals, tenant expense
reimbursements and other income were $985,773,000 in the year ended December 31,
2001 compared to $926,151,000 in the prior year, an increase of $59,622,000.
These increases by segment resulted from:
Date of Merchandise
($ in thousands) Acquisition Total Office Retail Mart Other
-------------- -------- -------- -------- ----------- --------
Property Rentals:
Acquisitions:
7 West 34th Street................. November 2000 $ 12,162 $ 12,162 $ -- $ -- $ --
33 North Dearborn Street........... September 2000 3,928 -- -- 3,928 --
L.A. Mart.......................... October 2000 8,622 -- -- 8,622 --
715 Lexington Avenue............... July 2001 861 861 -- -- --
Plaza Suites on Main Street expansion... September 2001 2,784 -- -- 2,784 --
Dispositions............................ (8,775) (8,775)(1)
Hotel Activity.......................... (18,234) -- -- -- (18,234)(3)
Trade Show Activity..................... 4,490 -- -- 4,490 --
Leasing activity........................ 47,692 43,950 (1,397)(4) 6,843 (1,704)(2)
-------- -------- -------- -------- --------
Total increase in property rentals...... 53,530 56,973 (10,172) 26,667 (19,938)
-------- -------- -------- -------- --------
Tenant expense reimbursements:
Increase in tenant expense
reimbursements due to
acquisitions/dispositions......... 4,664 2,874 (814) 2,604 --
Other............................... 8,376 4,201 3,322 543 310
-------- -------- -------- -------- --------
Total increase in tenant
expense reimbursements............ 13,040 7,075 2,508 3,147 310
-------- -------- -------- -------- --------
Other income............................ (6,948) (1,542) (357) (1,337) (3,712)
-------- -------- -------- -------- --------
Total increase in revenues.............. $ 59,622 $ 62,506 $ (8,021) $ 28,477 $(23,340)
======== ======== ======== ======== ========
----------
(1) Results primarily from the 14th Street and Union Square property being
taken out of service for redevelopment on February 9, 2001 and the sale of
the Company's Texas properties on March 2, 2000.
(2) Results primarily from the termination of the Sports Authority lease at
the Hotel Pennsylvania in January 2001.
(3) Average occupancy and REVPAR for the Hotel Pennsylvania were 63% and $70
for the year ended December 31, 2001 and 76% and $87 for the year ended
December 31, 2000.
(4) Reflects a decrease of $2,514 in property rentals arising from the
straight-lining of rent escalations.
See Supplemental Information on page 76 for details of leasing activity.
-63-
EXPENSES
The Company's expenses were $600,626,000 in the year ended December 31,
2001, compared to $551,101,000 in the prior year, an increase of $49,525,000.
This increase by segment resulted from:
($ in thousands)
Merchandise
Total Office Retail Mart Other
-------- -------- -------- ----------- --------
Operating:
Acquisitions, dispositions and
non-recurring items ........... $ 8,938 $ 5,115 $ (253) $ 6,199 $ (2,123)
Hotel activity .................. (3,331) -- -- -- (3,331)(1)
Same store operations ........... 13,838 13,426 3,578 2,355 (5,521)
-------- -------- -------- -------- --------
19,445 18,541 3,325 8,554 (10,975)
-------- -------- -------- -------- --------
Depreciation and amortization:
Acquisitions, dispositions and
non-recurring items ........... 3,788 2,563 (277) 1,502 --
Hotel activity .................. 1,121 -- -- -- 1,121
Same store operations ........... 10,844 10,911 162 1,911 (2,140)
-------- -------- -------- -------- --------
15,753 13,474 (115) 3,413 (1,019)
-------- -------- -------- -------- --------
General and Administrative:
Other expenses .................. 8,815 2,293 (197) 1,751 4,968
Donations to Twin Towers Fund
and NYC Fireman's Fund ........ 1,250 -- -- -- 1,250
Hotel activity .................. (1,605) -- -- -- (1,605)
Appreciation in value of
Vornado shares and other
securities held in officer's
deferred compensation trust ... 644 -- -- -- 644
-------- -------- -------- -------- --------
9,104 2,293 (197) 1,751 5,257
-------- -------- -------- -------- --------
Costs of acquisitions not
consummated ..................... 5,223 -- -- -- 5,223
-------- -------- -------- -------- --------
$ 49,525 $ 34,308 $ 3,013 $ 13,718 $ (1,514)
======== ======== ======== ======== ========
----------
(1) Includes $1,900 for the collection of a receivable from a commercial
tenant of the Hotel in 2001 which was previously fully reserved.
INCOME APPLICABLE TO ALEXANDER'S
Income applicable to Alexander's (loan interest income, management,
leasing and development fees, equity in income) was $24,548,000 in the year
ended December 31, 2001, compared to $17,363,000 in the prior year, an increase
of $7,185,000. This increase resulted primarily from the Company's share of
Alexander's gain on sale of its Fordham Road property on January 12, 2001.
-64-
INCOME FROM PARTIALLY-OWNED ENTITIES
In accordance with generally accepted accounting principles, the Company
reflects the income it receives from (i) entities it owns less than 50% of and
(ii) entities it owns more than 50% of, but which have a partner who has the
right to exercise significant control, on the equity method of accounting
resulting in such income appearing on one line in the Company's consolidated
statements of income. Below is the detail of income from partially-owned
entities by investment as well as the increase (decrease) in income of
partially-owned entities for the year ended December 31, 2001 as compared to the
prior year:
($ in thousands) Starwood Partially-
Las Ceruzzi Temperature Newkirk owned Management
Catalinas Joint Controlled Joint Office Companies/
Total CESCR Mall Venture Logistics Venture Buildings Other
--------- --------- --------- -------- ---------- --------- ---------- ----------
DECEMBER 31, 2001:
Revenues ..................... $ 747,902 $ 382,502 $ 14,377 $ 1,252 $ 126,957 $ 179,551 $ 43,263 $ --
Expenses:
Operating, general and
administrative .......... (180,337) (135,133) (2,844) (820) (8,575) (13,630) (19,335) --
Depreciation ............... (141,594) (53,936) (2,330) (501) (58,855) (20,352) (5,620) --
Interest expense ........... (236,996) (112,695) (5,705) -- (44,988) (65,611) (7,997) --
Other, net ................. 6,181 1,975 -- 275 2,108 4,942 1,759 (4,878)
--------- --------- -------- ------- --------- --------- -------- -------
Net Income ................... $ 195,156 $ 82,713 $ 3,498 $ 206 $ 16,647 $ 84,900 $ 12,070 $(4,878)
========= ========= ======== ======= ========= ========= ======== =======
Vornado's interest ........... 34% 50% 80% 60% 30% 34% 50%
Equity in net income ......... $ 67,679 $ 28,653 $ 1,749 $ 165 $ 9,988 $ 25,470 $ 4,093 $(2,439)
Interest and other income .... 7,579 -- -- -- 2,105 5,474 -- --
Fee income ................... 5,354 -- -- -- 5,354 -- -- --
--------- --------- -------- ------- --------- --------- -------- -------
Income from partially-owned
entities .................... $ 80,612 $ 28,653 $ 1,749 $ 165 $ 17,447 $ 30,944 $ 4,093 $(2,439)
========= ========= ======== ======= ========= ========= ======== =======
DECEMBER 31, 2000:
Revenues ..................... $ 698,712 $ 344,084 $ 14,386 $ 303 $ 154,467 $ 143,272 $ 42,200 $ --
Expenses:
Operating, general and
administrative .......... (175,135) (129,367) (3,817) (1,740) (9,029) (10,652) (20,530) --
Depreciation ............... (126,221) (42,998) (2,277) (153) (57,848) (14,786) (8,159) --
Interest expense ........... (218,234) (98,565) (4,812) -- (46,639) (58,284) (9,934) --
Other, net ................. 2,113 3,553 -- (3,667) 2,557 2,561 (2,891)
--------- -------- ------- --------- --------- -------- -------
Net Income ................... $ 181,235 $ 76,707 $ 3,480 $(1,590) $ 37,284 $ 62,107 $ 6,138 $(2,891)
========= ========= ======== ======= ========= ========= ======== =======
Vornado's interest ........... 34% 50% 80% 60% 30% 46% 98%
Equity in net income ......... $ 67,392 $ 25,724 $ 1,817 $(1,150) $ 22,370 $ 18,632 $ 2,832 $(2,833)
Interest and other income .... 6,768 -- -- -- 874 5,894 -- --
Fee income ................... 5,534 -- -- -- 5,534 -- -- --
--------- --------- -------- ------- --------- --------- -------- -------
Income from partially-owned
entities ................... $ 79,694 $ 25,724 $ 1,817 $(1,150) $ 28,778 $ 24,526 $ 2,832 $(2,833)
========= ========= ======== ======= ========= ========= ======== =======
INCREASE (DECREASE) IN
INCOME OF PARTIALLY-OWNED
ENTITIES ................. $ 918 $ 2,929 $ (68) $ 1,315 $ (11,331) $ 6,418 $ 1,261 $ 394
========= ========= ======== ======= ========= ========= ======== =======
-65-
INTEREST AND OTHER INVESTMENT INCOME
Interest and other investment income (interest income on mortgage loans
receivable, other interest income, dividend income and net gains on marketable
securities) was $54,385,000 for the year ended December 31, 2001, compared to
$33,798,000 in the prior year, an increase of $20,587,000. This increase
resulted primarily from the acquisition of NorthStar subordinated unsecured debt
(22% effective rate) on September 19, 2000 and a loan to Primestone Investment
Partners, L.P. on September 28, 2000 (20% effective rate).
On September 28, 2000, the Company made a $62,000,000 loan to
Primestone Investment Partners, L.P. The Company received a 1% upfront fee
and is entitled to receive certain other fees aggregating approximately 3%
upon repayment of the loan. The loan bears interest at 16% per annum.
Primestone Investment Partners, L.P. defaulted on the repayment of this loan
on October 25, 2001. The Company's 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 are secured by 7,944,893
partnership units in Prime Group Realty, L.P., the operating partnership of
Prime Group Realty Trust (NYSE:PGE), which units are exchangeable for the
same number of shares of PGE. The loans are also guaranteed by affiliates of
the borrower. The Company has commenced foreclosure proceedings with respect
to the collateral.
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. Under the terms of the
participation agreement, cash payments received shall be applied (i) first,
to the reimbursement of reimbursable out-of-pocket costs and expenses
incurred in connection with the servicing, administration or enforcement of
the loans after November 19, 2001, (ii) second, to the Company and Cadim pro
rata in proportion to the amount of interest and fees owed to them (all of
such fees and interest accrued through November 19, 2001 are for the account
of Vornado and all of such fees and interest accrued after November 19, 2001
accrue on a 50/50 basis to the Company and Cadim) and (iii) third, 50% to the
Company and 50% to Cadim. The Company has agreed that in the event the
Company acquires the collateral in a foreclosure proceeding it will, upon the
request of Cadim, deliver 50% of such collateral to Cadim.
For financial reporting purposes, the gross amount of the loan,
$106,768,000, is included in "Notes and mortgage loans receivable" and Cadim's
50% participation, $50,000,000, is reflected in "Other liabilities". The
Company did not recognize income on these loans for the period from November
19, 2001 through December 31, 2001, and will not recognize income until such
time that cash is received or foreclosure proceedings have been consummated.
The Company believes that the value of the collateral and the guarantees is
sufficient to cover the carrying amount of the loans receivable including
unpaid interest and fees.
Included in interest and other investment income for the year ended
December 31, 2001, is $2,422,000 of interest income from the $31,424,000 note
receivable the Company has from Vornado Operating Company ("Vornado Operating").
Vornado Operating has only one significant asset, its investment in AmeriCold
Logistics and does not generate positive cash flow sufficient to cover all of
its expenses. Accordingly, commencing January 1, 2002, the Company will no
longer recognize the interest income due on the $31,424,000 loan until Vornado
Operating is cash flow positive in an amount sufficient to fund the interest due
to the Company.
INTEREST AND DEBT EXPENSE
Interest and debt expense was $173,076,000 for the year ended December 31,
2001, compared to $179,380,000 in the prior year, a decrease of $6,304,000. This
decrease resulted primarily from a $36,270,000 savings from a 289 basis point
reduction in weighted average interest rate on variable rate debt partially
offset by interest on higher average outstanding loan balances. Interest and
debt expense includes amortization of debt issuance costs of $8,458,000 and
$7,298,000 for the years ended December 31, 2001 and 2000.
-66-
NET GAIN ON DISPOSITION OF WHOLLY-OWNED AND PARTIALLY-OWNED ASSETS
The following table sets forth the details of net gain on disposition of
wholly-owned and partially-owned assets for the years ended December 31, 2001
and 2000:
($ in thousands)
2001 2000
------------- -------------
WHOLLY-OWNED ASSETS:
Net gain from condemnation proceeding..................... $ 3,050 $ --
Write-off of investments in technology companies.......... (16,513) --
Net gain on sale of other real estate..................... -- 10,965
PARTIALLY-OWNED ASSETS:
After-tax net gain on sale of Park Laurel condominium units 15,657 --
Net gain on sale of 570 Lexington Avenue.................. 12,445 --
Write-off of net investment in the Russian Tea Room ("RTR") (7,374) --
Other...................................................... 160 --
------------- -------------
$ 7,425 $ 10,965
============= =============
NET GAIN FROM CONDEMNATION PROCEEDING
In September 1998, Atlantic City condemned the Company's property. In the third
quarter of 1998, the Company recorded a gain of $1,694,000, which reflected the
condemnation award of $3,100,000, net of the carrying value of the property of
$1,406,000. The Company appealed the amount and on June 27, 2001, was awarded an
additional $3,050,000, which has been recorded as a gain in the quarter ended
June 30, 2001.
WRITE-OFF INVESTMENTS IN TECHNOLOGY COMPANIES
In the first quarter of 2001, the Company recorded a charge of $4,723,000
resulting from the write-off of an equity investment in a technology company. In
the second quarter of 2001, the Company recorded an additional charge of
$13,561,000 resulting from the write-off of all of its remaining equity
investments in technology companies due to both the deterioration of the
financial condition of these companies and the lack of acceptance by the market
of certain of their products and services. In the fourth quarter of 2001, the
Company recorded $1,481,000 of income resulting from the reversal of a deferred
rent liability relating to the termination of an agreement permitting one of the
technology companies access to its properties.
550/600 MAMARONECK AVENUE
On August 6, 2001, the Company sold its leasehold interest in 550/600
Mamaroneck Avenue for $22,500,000, which approximated its net book value.
NET GAIN ON SALE OF OTHER REAL ESTATE
During 2000, the Company sold (i) its three shopping centers located in
Texas for $25,750,000, resulting in a gain of $2,560,000 and (ii) its Westport,
Connecticut office property for $24,000,000, resulting in a gain of $8,405,000.
PARK LAUREL CONDOMINIUM PROJECT
In the third and fourth quarters of 2001, the Park Laurel Joint Venture
(69% owned by the Company) completed the sale of 52 condominium units of the
total 53 units and received proceeds of $139,548,000. The Company's share of the
after tax net gain was $15,657,000 and is after a charge of $3,953,000 (net of
tax benefit of $1,826,000) for awards accrued under the venture's incentive
compensation plan.
570 LEXINGTON AVENUE
On May 17, 2001, the Company sold its 50% interest in 570 Lexington Avenue
for $60,000,000, resulting in a gain of $12,445,000.
WRITE-OFF OF NET INVESTMENT IN RTR
In the third quarter of 2001, the Company wrote-off its entire net
investment of $7,374,000 in RTR based on the operating losses and an assessment
of the value of the real estate.
-67-
OTHER
The Company recorded the cumulative effect of a change in accounting
principle of $4,110,000 in the first quarter of 2001. The Company had previously
marked-to-market changes in the value of stock purchase warrants through
accumulated other comprehensive loss. Under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended, those changes are
recognized through earnings, and accordingly, the Company has reclassified
$4,110,000 from accumulated other comprehensive loss to the consolidated
statement of income as of January 1, 2001. Future changes in value of such
securities will be recorded through earnings.
The Company recorded an extraordinary item of $1,170,000 in the first
quarter of 2001 representing the Company's share of Alexander's extraordinary
gain from early extinguishment of debt. The Company incurred an extraordinary
loss of $1,125,000 in the first quarter of 2000 due to the write-off of
unamortized financing costs in connection with the prepayment of debt.
Minority interest was $112,363,000 for the year ended December 31, 2001,
compared to $102,374,000 for the prior year, an increase of $9,989,000. This
increase is primarily due to an increase in perpetual preferred units
distributions for units issued in 2000 and 2001.
The Company operates in a manner intended to enable it to continue to
qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986 as
amended. Under those sections, a REIT which distributes at least 90% of its REIT
taxable income as a dividend to its shareholders each year and which meets
certain other conditions will not be taxed on that portion of its taxable income
which is distributed to its shareholders. The Company has distributed to its
shareholders an amount greater than its taxable income. Therefore, no provision
for Federal income taxes is required.
-68-
YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999
Below are the details of the changes by segment in EBITDA.
($ in thousands)
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
------------ ---------- --------- --------- --------- ---------
Year ended December 31, 1999 $ 609,361 $ 254,473 $ 114,808 $ 74,996 $ 95,642 $ 69,442
2000 Operations:
Same store operations(1).... 65,139 41,860 5,573 13,314 (2,482)(3) 6,874
Acquisitions, dispositions and
non-recurring income and
expenses.................. 64,375 34,692 1,405 3,548 -- 24,730
------------ ---------- --------- --------- --------- ---------
Year ended December 31, 2000 $ 738,875 $ 331,025 $ 121,786 $ 91,858 $ 93,160 $ 101,046
============ ========== ========= ========= ========= =========
% increase in same
store operations.......... 10.7% 16.5%(2) 4.9% 17.8% (2.6%)(3) 9.9%
============ ========== ========= ========= ========= =========
----------
(1) Represents operations, which were owned for the same period in each year.
(2) Same store percentage increase was 20.0% for the New York City office
portfolio and 4.2% for the CESCR portfolio.
(3) Subsequent to March 11, 1999 (date the operations of the AmeriCold
Logistics business were sold), the Company reflects its 60% share of the
Vornado/Crescent Partnerships' ("the Landlord") equity in the rental
income it receives from AmeriCold Logistics Company, its tenant, which
leases the underlying temperature controlled warehouses used in its
business. Prior to that date the Company reflected its equity in the
operations.
Total contractual rent was $35,672 and $160,494 for the fourth quarter and
the year ended December 31, 2000, of which the tenant deferred $7,500 and
$17,044. As at December 31, 2000, the balance of the tenant's deferred
rent was as follows:
The Company's
Total Share
-------- -------------
2000:
Quarter ended December 31............... $ 7,500 $ 4,500
Quarter ended September 30.............. 4,800 2,880
Quarter ended June 30................... 4,744 2,846
-------- ---------
17,044 10,226
1999:
Quarter ended December 31............... 5,400 3,240
-------- ---------
$ 22,444 $ 13,466
======== =========
In addition to the amounts deferred above, $1,956 applicable to the
receivable arising from the straight-lining of rents was also deferred in
the year ended December 31, 2000.
Based on the Company's policy of recognizing rental income when earned and
collection is assured or cash is received, the Company did not recognize
$4,500 of income from this tenant in the quarter ended December 31, 2000
and $9,787 in the year ended December 31, 2000.
-69-
REVENUES
The Company's revenues, which consist of property rentals, tenant expense
reimbursements and other income were $926,151,000 in the year ended December 31,
2000 compared to $783,513,000 in the prior year, an increase of $142,638,000.
These increases by segment resulted from:
($ in thousands)
Date of Merchandise
Acquisition Total Office Retail Mart Other
---------------- ---------- --------- --------- ----------- ---------
Property Rentals:
Acquisitions:
7 West 34th Street................ November 2000 $ 2,428 $ 2,428 $ -- $ -- $ --
33 North Dearborn Street.......... September 2000 1,535 -- -- 1,535 --
L.A. Mart......................... October 2000 2,709 -- -- 2,709 --
595 Madison Avenue................ September 1999 10,195 10,195 -- -- --
Hotel Pennsylvania (20%).......... August 1999 4,638 -- -- -- 4,638
909 Third Avenue.................. July 1999 16,223 16,223 -- -- --
888 Seventh Avenue................ January 1999 765 765 -- -- --
Student Housing Complex........... January 2000 4,227 -- -- -- 4,227
Leasing activity.................. 70,436 43,625 4,392 15,449 6,970
---------- --------- --------- ----------- ---------
Total increase in property rentals 113,156 73,236 4,392 19,693 15,835
---------- --------- --------- ----------- ---------
Tenant expense reimbursements:
Increase in tenant expense
reimbursements due to acquisitions 10,733 9,071 -- 899 763
Other............................. 13,683 9,498 2,164 1,510 511
---------- --------- --------- ----------- ---------
Total increase in tenant expense
reimbursements................. 24,416 18,569 2,164 2,409 1,274
---------- --------- --------- ----------- ---------
Other income........................ 5,066 927 693 2,830 616
---------- --------- --------- ----------- ---------
Total increase in revenues.......... $ 142,638 $ 92,732 $ 7,249 $ 24,932 $ 17,725
========== ========= ========= =========== =========
-70-
EXPENSES
The Company's expenses were $551,101,000 in the year ended December 31,
2000, compared to $485,152,000 the prior year, an increase of $65,949,000. These
increases by segment resulted from:
Merchandise
($ in thousands) Total Office Retail Mart Other
----------- ------------ ----------- ----------- -----------
Operating:
Acquisitions.................. $ 23,639 $ 16,743 $ -- $ 2,310 $ 4,586
Same store operations......... 20,141 13,856 (2,387) 4,725 3,947
----------- ------------ ----------- ----------- -----------
43,780 30,599 (2,387) 7,035 8,533
----------- ------------ ----------- ----------- -----------
Depreciation and amortization:
Acquisitions.................. 5,952 3,735 -- 528 1,689
Same store operations......... 9,841 6,281 1,818 1,849 (107)
----------- ------------ ----------- ----------- -----------
15,793 10,016 1,818 2,377 1,582
----------- ------------ ----------- ----------- -----------
General and Administrative:
Appreciation in value of
Vornado shares and other
securities held in officer's
deferred compensation
trust....................... 5,105 -- -- -- 5,105
Other expenses.................. 1,271(1) (396) 309 3,286 (1,928)
----------- ------------ ----------- ----------- ------------
6,376 (396) 309 3,286 3,177
----------- ------------ ----------- ----------- -----------
$ 65,949 $ 40,219 $ (260) $ 12,698 $ 13,292
=========== ============ =========== =========== ===========
----------
(1) This increase primarily resulted from higher payroll and professional
fees.
INCOME APPLICABLE TO ALEXANDER'S
Income applicable to Alexander's (loan interest income, management,
leasing and development fees, equity in income) was $17,363,000 in the year
ended December 31, 2000, compared to $11,772,000 in the prior year, an increase
of $5,591,000. This increase resulted from interest income on higher outstanding
loan balances to Alexander's.
INCOME FROM PARTIALLY-OWNED ENTITIES
Income from partially-owned entities was $79,694,000 in the year ended
December 31, 2000, compared to $78,184,000 in the prior year, an increase of
$1,510,000. Below are the details by segment.
($ in thousands) Temperature
Date of Merchandise Controlled
Acquisition Total Office Retail Mart Logistics Other
----------- --------- -------- ------- ---------- ---------- --------
Acquisitions:
Newkirk Joint Ventures...... Various $ 4,604 $ -- $ -- $ -- $ -- $ 4,604
Other....................... Various (2,750) -- -- -- -- (2,750)
Increase (decrease) in equity
in income:
Temperature Controlled
Logistics............... (7,944)(1) -- -- -- (7,944)(1) --
CESCR..................... 6,907 6,907 -- -- -- --
Partially-owned
office buildings........ 1,089 1,089 -- -- -- --
Other..................... (396) 663 (271) -- -- (788)
--------- -------- ------- ---------- ---------- --------
$ 1,510 $ 8,659 $ (271) $ -- $ (7,944) $ 1,066
========= ======== ======= ========== ========== ========
----------
(2) Reflects $9,787 of rent not recognized in the year ended December 31,
2000.
-71-
INTEREST AND OTHER INVESTMENT INCOME
Interest and other investment income (interest income on mortgage loans
receivable, other interest income, dividend income and net gains on sales of
marketable securities) was $33,798,000 for the year ended December 31, 2000,
compared to $20,683,000 in the prior year, an increase of $13,115,000. This
increase resulted primarily from the acquisition of NorthStar subordinated
unsecured debt (22% effective rate) on September 19, 2000 and a loan to
Primestone Investment Partners, L.P. (20% effective rate) on September 28, 2000.
INTEREST AND DEBT EXPENSE
Interest and debt expense was $179,380,000 for the year ended December 31,
2000, compared to $151,483,000 in the prior year, an increase of $27,897,000.
This increase resulted primarily from higher average outstanding balances and
higher interest rates during the year.
NET GAIN ON DISPOSITION OF WHOLLY-OWNED AND PARTIALLY-OWNED ASSETS
Net gain on sale of real estate of $10,965,000 in the year ended December
31, 2000, resulted from (i) the sale of three Texas shopping center properties
on March 2, 2000, for $25,750,000, resulting in a gain of $2,560,000 and (ii)
the sale of the Company's Westport Connecticut office property on August 30,
2000 for $24,000,000 resulting in a gain of $8,405,000.
OTHER
Minority interest was $102,374,000 for the year ended December 31, 2000,
compared to $54,998,000 for the prior year, an increase of $47,376,000. This
increase is primarily due to higher income.
Preferred stock dividends were $38,690,000 for the year ended December 31,
2000, compared to $33,438,000 in the prior year, an increase of $5,252,000. The
increase resulted from the issuance of the Company's Series B Cumulative
Redeemable Preferred Shares in March 1999 and Series C Cumulative Redeemable
Preferred Shares in May 1999.
The Company incurred an extraordinary loss of $1,125,000 in the first
quarter of 2000 due to the write-off of unamortized financing costs in
connection with a prepayment of debt.
-72-
SUPPLEMENTAL INFORMATION
THREE MONTHS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000
Below is a summary of net income and EBITDA by segment for the three
months ended December 31, 2001 and 2000. The results by segment for the three
months ended December 31, 2000 have been reclassified to give effect to the
consolidation of the Company's preferred stock affiliates ("PSAs") as if
consolidated as of January 1, 2000.
($ in thousands) For The Three Months Ended December 31, 2001
-----------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other(3)
-------- --------- ------- ---------- ---------- --------
Rentals..................................... $213,488 $ 117,659 $29,893 $ 52,151 $ -- $ 13,785
Expense reimbursements...................... 30,263 11,333 14,141 3,635 -- 1,154
Other income................................ 3,072 1,595 (495) 882 -- 1,090
-------- --------- ------- ---------- ---------- --------
Total revenues.............................. 246,823 130,587 43,539 56,668 -- 16,029
-------- --------- ------- ---------- ---------- --------
Operating expenses.......................... 99,533 53,110 15,435 20,680 -- 10,308
Depreciation and amortization............... 32,636 18,753 4,280 7,141 -- 2,462
General and administrative.................. 20,866 3,830 98 4,795 -- 12,143
Costs of acquisitions not consummated....... 223 -- -- -- -- 223
-------- --------- ------- ---------- ---------- --------
Total expenses.............................. 153,258 75,693 19,813 32,616 -- 25,136
-------- --------- ------- ---------- ---------- --------
Operating income............................ 93,565 54,894 23,726 24,052 -- (9,107)
Income applicable to Alexander's............ 3,126 -- -- -- -- 3,126
Income from partially-owned entities........ 18,538 8,057 (1,095) (70) 4,538 7,108
Interest and other investment income........ 10,454 1,100 88 268 -- 8,998
Interest and debt expense................... (36,633) (10,496) (14,037) (7,488) -- (4,612)
Net gain on disposition of wholly-owned and
partially-owned assets.................... 3,719 -- -- 160 -- 3,559
Minority interest........................... (28,432) (13,997) (4,176) (4,240) (2,674) (3,345)
-------- --------- ------- ---------- ---------- --------
Income before extraordinary item............ 64,337 39,558 4,506 12,682 1,864 5,727
Cumulative effect of change in accounting
principle.................................. -- -- -- -- -- --
Extraordinary item.......................... -- -- -- -- -- --
-------- --------- ------- ---------- ---------- --------
Net income.................................. 64,337 39,558 4,506 12,682 1,864 5,727
Cumulative effect of change in accounting
principle.................................. -- -- -- -- -- --
Extraordinary item.......................... -- -- -- -- -- --
Minority interest........................... 28,432 13,997 4,176 4,240 2,674 3,345
Net gain on disposition of wholly-owned and
partially-owned assets.................... (160) -- -- (160) -- --
Interest and debt expense(2)................ 64,180 20,609 14,646 7,488 6,261 15,176
Depreciation and amortization(2)............ 52,386 24,106 4,972 7,141 8,604 7,563
Straight-lining of rents(2)................. (3,458) (3,877) 1,931 (1,126) -- (386)
Other....................................... (3,697) 218 -- -- 494 (4,409)
-------- --------- ------- ---------- ---------- ---------
EBITDA(1)................................... $202,020 $ 94,611 $30,231 $ 30,265 $ 19,897 $ 27,016
======== ========= ======= ========== ========== ========
-73-
($ in thousands) For the Three Months Ended December 31, 2000
(after giving effect to consolidation of PSAs)
-------------------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
---------- ---------- ------- ----------- ----------- --------
Rentals................................. $ 211,326 $ 103,095 $35,052 $ 44,834 $ -- $ 28,345
Expense reimbursements.................. 29,772 13,817 11,556 3,323 -- 1,076
Other income............................ 10,507 2,450 305 1,142 -- 6,610
---------- ---------- ------- ----------- ---------- --------
Total revenues.......................... 251,605 119,362 46,913 49,299 -- 36,031
---------- ---------- ------- ----------- ---------- --------
Operating expenses...................... 103,522 52,121 15,292 19,040 -- 17,069
Depreciation and amortization........... 30,967 15,805 3,979 7,192 -- 3,991
General and administrative.............. 16,808 1,186 454 5,742 -- 9,426
---------- ---------- ------- ----------- ---------- --------
Total expenses.......................... 151,297 69,112 19,725 31,974 -- 30,486
---------- ---------- ------- ----------- ---------- --------
Operating income........................ 100,308 50,250 27,188 17,325 -- 5,545
Income applicable to Alexander's........ 6,282 -- -- -- -- 6,282
Income from partially-owned entities.... 11,803 7,170 (320) (242) 4,094(3) 1,101
Interest and other investment income.... 15,298 3,475 (8) 1,430 -- 10,401
Interest and debt expense............... (55,176) (16,435) (15,178) (11,944) -- (11,619)
Minority interest....................... (26,792) (8,015) (5,243) (2,222) (4,775) (6,537)
---------- ---------- ------- ------------ ---------- --------
Net income.............................. 51,723 36,445 6,439 4,347 (681) 5,173
Minority interest....................... 26,792 8,015 5,243 2,222 4,775 6,537
Interest and debt expense(2)............ 70,755 24,263 15,794 10,706 6,478 13,514
Depreciation and amortization(2)........ 46,913 21,137 4,345 5,835 9,593 6,003
Straight-lining of rents(2)............. (5,860) (3,916) (318) (1,396) (136) (94)
Other................................... 7,546 252 (1,923) 1,358 3,706(4) 4,153(5)
---------- ---------- ------- ----------- ---------- --------
EBITDA(1)............................... $ 197,869 $ 86,196 $29,580 $ 23,072 $ 23,735 $ 35,286
========== ========== ======= =========== ========== ========
----------
(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 may not be comparable to similarly
titled measures employed by other companies.
(2) 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.
(3) Net of $7,630 and $4,500 of rent not recognized as income the fourth
quarter of 2001 and 2000, respectively.
(4) Includes the reversal of income taxes which are considered non-recurring
because of the conversion of the Temperature Controlled Logistics
Companies to REITs in 2000.
(5) Net of $2,272, the Company's share of the reversal of Alexander's stock
appreciation rights expense in the fourth quarter of 2000.
Other EBITDA is comprised of:
($ in thousands)
2001 2000
--------- ---------
Newkirk Joint Ventures (30% interest):
Equity in income of limited partnerships...................... $ 14,238 $ 11,199
Interest and other income..................................... 4,155 2,300
--------- ---------
Total.................................................. 18,393 13,499
Alexander's (33.1% interest).................................... 3,417(1) 7,510
Hotel Pennsylvania.............................................. 2,671(2) 9,826
After-tax net gain on sale of Park Laurel
condominium units............................................. 1,788 --
Corporate general and administrative expenses................... (12,143) (9,426)
Investment income and other..................................... 12,890 13,877
--------- ---------
Total.................................................. $ 27,016 $ 35,286
========= =========
----------
(1) Reflects a charge of $1,684 representing the Company's share of
Alexander's write-off of (i) Paramus development costs and (ii)
professional fees in connection with its Lexington Avenue development
project.
(2) Average occupancy and REVPAR for the Hotel Pennsylvania for the three
months ended December 31, 2001 was 53.1% and $53.86 compared to 78.6% and
$93.97 for the three months ended December 31, 2000.
-74-
Below are the details of the changes by segment in EBITDA.
($ in thousands) Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
-------- -------- -------- ----------- ----------- --------
Three months ended
December 31, 2000 ........ $197,869 $ 86,196 $ 29,580 $ 23,072 $ 23,735 $ 35,286
2001 Operations:
Same store operations(1) . 1,493 10,176 1,174 2,157 (3,838) (8,176)
Acquisitions, dispositions
and non-recurring income
and expenses ........... 2,658 (1,761) (523) 5,036 -- (94)
-------- -------- -------- ----------- ----------- --------
Three months ended
December 31, 2001 ........ $202,020 $ 94,611(2) $ 30,231 $ 30,265 $ 19,897 $ 27,016
======== ======== ======== =========== =========== ========
% increase in same
store operations ....... .8% 11.8%(2) 4.0% 9.3% (16.2%) (23.2%)
======== ======== ======== =========== =========== ========
----------
(1) Represents operations, which were owned for the same period in each year.
(2) EBITDA and same store percentage increase was $72,739 and 14.7% for the
New York city office portfolio and $21,872 and 3.0% for the CESCR
portfolio.
Below are the details of the changes by segment in EBITDA for the three
months ended December 31, 2001 compared to the three months ended September 30,
2001:
($ in thousands) Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
---------- ---------- ---------- ---------- --------- --------
Three months ended
September 30, 2001........ $ 203,528 $ 95,526 $ 29,003 $ 26,987 $ 18,393 $ 33,619
2001 Operations:
Same store operations(1).. 5,820 1,877 1,001 3,278(2) 1,504(3) (1,840)
Acquisitions, dispositions
and non-recurring income
and expenses............ (7,328) (2,792) 227 -- -- (4,763)
---------- ---------- ---------- ---------- --------- --------
Three months ended
December 31, 2001......... $ 202,020 $ 94,611 $ 30,231 $ 30,265 $ 19,897 $ 27,016
========== ========== ========== ========== ========= ========
% increase in same
store operations........ 2.9% 2.0%(1) 3.5% 12.1% 8.2% (5.5%)
========== ========== ========== ========== ========= ========
----------
(1) EBITDA and same store percentage increase was $72,739 and 1.7% for the New
York City office portfolio and $21,872 and 3.0% for the CESCR portfolio.
(2) Reflects higher income due to timing of trade shows.
(3) Primarily due to seasonality of tenant's operations.
-75-
LEASING ACTIVITY
The following table sets forth leasing activity for space previously
occupied for the three months ended December 31, 2001 and for the years ended
December 31, 2001 and 2000.
(square feet in thousands) Office
--------------------- Merchandise Mart Temperature
New York ----------------------- Controlled
City CESCR(1) Retail Office(2) Showroom(2) Logistics
-------- -------- ------ --------- ----------- -----------
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% 95% 92% 89% 96% 81%
LEASING ACTIVITY:
For the quarter ended
December 31, 2001:
Square feet................ 237 38 32 10 106 --
Rent per square foot:
Initial rent (3)......... $46.80 $31.59 $23.64 $19.21 $23.02 --
Prior escalated rent..... $32.95 $29.99 $19.24 $11.26 $18.01 --
Percentage increase...... 42% 5% 23% 70% 28% --
For the year ended December 31, 2001:
Square feet................ 1,479 535 427 36 524 --
Rent per square foot:
Initial rent (3)......... $47.05 $31.30 $16.72 $22.93 $22.40 --
Prior escalated rent..... $29.85 $25.59 $13.72 $20.55 $19.06 --
Percentage increase...... 58% 22% 22% 12% 17.5% --
AS OF DECEMBER 31, 2000:
Square feet...................... 14,396 4,248 11,293 2,869 5,044 17,495
Cubic feet....................... -- -- -- -- -- 438,900
Number of properties............. 22 50 55 9 9 88
Occupancy rate................... 96% 98% 92% 90% 98% 82%
LEASING ACTIVITY:
For the year ended
December 31, 2000:
Square feet................ 1,407 927 350 378 819 --
Rent per square foot:
Initial rent (3)......... $45.91 $29.39 $14.73 $30.54 $16.61 --
Prior escalated rent..... $30.54 $25.97 $13.05 $22.99 $15.91 --
Percentage increase...... 50% 13% 13% 33% 4% --
AS OF DECEMBER 31, 1999:
Square feet...................... 14,028 3,623 11,960 2,414 4,174 16,998
Cubic feet....................... -- -- -- -- -- 428,300
Number of properties............. 22 39 56 7 7 89
Occupancy rate................... 95% 99% 92% 93% 98% 95%
----------
(1) Represents the Company's 34% interest.
(2) The office and showroom space is contained in the same mixed-use
properties.
(3) Most leases include periodic step-ups in rent, which are not reflected in
the initial rent per square foot leased.
-76-
PROFORMA OPERATING RESULTS - CESCR ACQUISITION
Below are condensed Proforma Operating Results for the years ended
December 31, 2001 and 2000 giving effect to the January 1, 2002 acquisition by
the Company of the remaining 66% of Charles E. Smith Commercial Realty as if it
had occurred on January 1, 2000.
ProForma
($ in thousands, except per share amounts) Year Ended December 31,
------------------------
2001 2000
---------- ----------
Revenues ........................................... $1,372,464 $1,176,106
========== ==========
Net Income ......................................... $ 265,893 $ 234,838
Preferred share dividends .......................... (36,505) (38,690)
---------- ----------
Net income applicable to common shares ............. $ 229,388 $ 196,148
========== ==========
Net income per common share - diluted .............. $ 2.49 $ 2.21
========== ==========
EBITDA ............................................. $ 949,176 $ 885,115
========== ==========
Funds from Operations .............................. $ 414,319 $ 356,727
========== ==========
Shares used for determining diluted funds from
operations per share ........................... 99,719 96,710
========== ==========
RELATED PARTY DISCLOSURE
LOAN AND COMPENSATION AGREEMENTS
At December 31, 2001, the loan due from Mr. Roth, in accordance with
his employment arrangement, was $13,123,000 ($4,704,000 of which is shown as
a reduction in shareholders' equity). The loan bears interest at 4.49% per
annum (based on the applicable Federal rate) and matures in January 2006. The
Company also provided Mr. Roth with the right to draw up to $15,000,000 of
additional loans on a revolving basis. Each additional loan will bear
interest, payable quarterly, at the applicable Federal rate on the date the
loan is made and will mature on the sixth anniversary of the loan.
At December 31, 2001, loans due from Mr. Fascitelli, in accordance with
his employment agreement, aggregated $8,600,000. The loans which were
scheduled to mature in 2003 have been extended to 2006 in connection with the
extension of Mr. Fascitelli's employment agreement (discussed below), and
bear interest, payable quarterly at a weighted average interest rate of 3.97%
(based on the applicable Federal rate).
Pursuant to his December 1996 employment agreement. Mr. Fascitelli
became entitled to a deferred payment consisting of $5,000,000 in cash and a
convertible obligation payable November 30, 2001, at the Company's option in
919,540 of its common shares or the cash equivalent of their appreciated
value but not less than $20,000,000. Prior to November 30, 2001, the Company
and Mr. Fascitelli have agreed to extend the deferral period for three
additional years. The Company has funded the obligation in common shares.
Accordingly, the Company has reflected this liability as Deferred
compensation shares not yet delivered in the Equity section of the balance
sheet. The cash and common shares are held in an irrevocable trust (the fair
value of this obligation was $40,155,000 at December 31, 2001). For the years
ended December 31, 2001 and 2000, the Company recognized approximately
$4,744,000 and $3,733,000 of compensation expense of which $2,612,000 and
$1,968,000 represented the appreciation in value of the shares in each period
and $2,132,000 and $1,765,000 represented dividends paid on the shares.
On March 8, 2002, the Company extended its employment agreement with
Mr. Fascitelli for a five year period ending December 31, 2006. Pursuant to
the employment agreement, he will receive a deferred payment in five years of
626,566 Vornado common shares which are valued for compensation purposes at
$27,500,000. The number of shares was set by the Company's Compensation
Committee in December to achieve a value of $25,000,000 and have appreciated
$2,500,000 since then. The shares will vest on December 31, 2002. Mr.
Fascitelli will also receive regular annual cash compensation as determined
by the Company's Compensation Committee and will continue as a member of
Vornado's Board.
One other executive officer of the Company has a loan outstanding pursuant
to an employment agreement of $1,000,000 at December 31, 2001. The loan matures
in April 2005 and bears interest at either the applicable Federal rate provided
or the broker call rate (6.63% at December 31, 2001).
Information regarding employment agreements with other Officers of the
Company are incorporated by reference in Part III of this document.
-77-
TRANSACTIONS WITH AFFILIATES AND OFFICERS AND TRUSTEES OF THE COMPANY
Alexander's
The Company owns 33.1% of Alexander's. Mr. Roth and Mr. Fascitelli are
Officers and Directors of Alexander's and the Company provides various services
to Alexander's in accordance with management and leasing agreements. These
agreements are described in Note 6 to the Company's Consolidated Financial
Statements - Investments in Partially-Owned Entities.
Interstate Properties
The Company manages and leases the real estate assets of Interstate
Properties pursuant to a management agreement for which the Company receives a
quarterly fee equal to 4% of base rent and percentage rent and certain other
commissions. The management agreement has a term of one year and is
automatically renewable unless terminated by either of the parties on sixty
days' notice at the end of the term. Although the management agreement was not
negotiated at arms length, the Company believes based upon comparable fees
charged by other real estate companies, that its terms are fair to the Company.
For the years ended December 31, 2001, 2000 and 1999, $1,655,000, $1,418,000,
and $1,262,000 of management fees were earned by the Company pursuant to the
management agreement.
The New York City Office Cleaning Contract
The estate of Bernard Mendik and certain other individuals including Mr.
Greenbaum own an entity which provides cleaning and related services and
security services to office properties, including the Company's Manhattan office
properties. Although the terms and conditions of the contracts pursuant to which
these services are provided were not negotiated at arms length, the Company
believes based upon comparable amounts charged to other real estate companies,
that the terms and conditions of such contracts are fair to the Company. In
connection with these contracts, the Company paid $51,280,000, $47,493,000, and
$40,974,000 for the years ended December 31, 2001, 2000 and 1999.
Vornado Operating Company
In October 1998, Vornado Operating Company ("Vornado Operating") was spun
off from the Company in order to own assets that the Company could not itself
own and conduct activities that the Company could not itself conduct. The
Company granted Vornado Operating a $75,000,000 unsecured revolving credit
facility (the "Revolving Credit Agreement") which expires on December 31, 2004.
Borrowings under the Revolving Credit Agreement bear interest at LIBOR plus 3%.
The Company receives a commitment fee equal to 1% per annum on the average daily
unused portion of the facility. No amortization is required to be paid under the
Revolving Credit Agreement during its term. The Revolving Credit Agreement
prohibits Vornado Operating from incurring indebtedness to third parties (other
than certain purchase money debt and certain other exceptions) and prohibits
Vornado Operating from paying dividends. As of December 31, 2001, $31,424,000
was outstanding under the Revolving Credit Agreement.
Other
The Company owns preferred securities in Capital Trust, Inc. ("Capital
Trust") totaling $48,758,000 at December 31, 2001. Mr. Roth, the Chairman and
Chief Executive Officer of Vornado Realty Trust, is a member of the Board of
Directors of Capital Trust.
On May 17, 2001, the Company sold its 50% interest in 570 Lexington Avenue
to an entity controlled by Bernard Mendik, a former trustee and executive
officer of the Company, for $60,000,000, resulting in a gain to the Company of
$12,445,000.
During 2001, the Company paid approximately $136,000 for legal services to
a firm in which one of the Company's trustees is a member.
On January 1, 2001, the Company acquired the common stock of various
preferred stock affiliates which was owned by Officer and Trustees of the
Company and converted them to taxable REIT subsidiaries. The total acquisition
price was $5,155,000. The purchase price, which was the estimated fair value,
was determined by both independent appraisal and by reference to the
individuals' pro rata share of the earnings of the preferred stock affiliates
during the three-year period that these investments were held.
In connection with the Park Laurel condominium project, the joint venture
accrued $5,779,000 of awards under the venture's incentive compensation plan.
-78-
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
YEAR ENDED DECEMBER 31, 2001
Cash flow provided by operating activities of $387,685,000 was primarily
comprised of (i) income of $263,738,000, (ii) adjustments for non-cash items of
$131,832,000, and (iii) the net change in operating assets and liabilities of
$22,738,000. The adjustments for non-cash items were primarily comprised of (i)
a 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 $16,513,000, (iii) the write-off of its entire net investment of $7,374,000
in the Russian Tea Room, (iv) depreciation and amortization of $123,862,000, (v)
minority interest of $112,363,000, partially offset by (vi) the effect of
straight-lining of rental income of $27,230,000, and (vii) equity in net income
of partially-owned entities and income applicable to Alexander's of
$105,160,000.
Net cash used in investing activities of $79,722,000 was primarily
comprised of (i) recurring capital expenditures of $41,093,000, (ii)
non-recurring capital expenditures of $25,997,000, (iii) development and
redevelopment expenditures of $145,817,000, (iv) investment in notes and
mortgages receivable of $83,879,000, (v) investments in partially-owned entities
of $109,332,000, (vi) acquisitions of real estate of $11,574,000, offset by,
(vii) proceeds from the sale of real estate of $162,045,000, and (viii)
distributions from partially-owned entities of $113,240,000.
Net cash used in financing activities of $179,368,000 was primarily
comprised of (i) proceeds from borrowings of $554,115,000, (ii) proceeds from
the issuance of common shares of $377,193,000, (iii) proceeds from the issuance
of preferred units of $52,673,000, offset by, (iv) repayments of borrowings of
$835,257,000, (v) dividends paid on common shares of $201,813,000, (vi)
dividends paid on preferred shares of $35,547,000, and (vii) distributions to
minority partners of $98,544,000.
Below are the details of capital expenditures, leasing commissions and
development and redevelopment expenditures.
Capital expenditures are categorized as follows:
Recurring -- capital improvements expended to maintain a property's
competitive position within the market and tenant improvements and leasing
commissions for costs to re-lease expiring leases or renew or extend
existing leases.
Non-recurring -- capital improvements completed in the year of
acquisition and the following two years which were planned at the time of
acquisition and tenant improvements and leasing commissions for space
which was vacant at the time of acquisition of a property.
Development and Redevelopment expenditures include all hard and soft costs
associated with the development or redevelopment of a property, including tenant
improvements, leasing commissions and capitalized interest and operating costs
until the property is substantially complete and ready for its intended use.
($ in thousands) Funded by the Company
-----------------------------------------------------------------
New York Merchandise CESCR
Capital Expenditures: Total City Office Retail Mart Other (34% Interest)
---------- ----------- -------- ----------- -------- --------------
Expenditures to maintain the assets:
Recurring.............................. $ 14,423 $ 7,684 $ 1,253 $ 5,287 $ 199 $ 3,121
Non-recurring.......................... 20,751 13,635 -- 7,116 -- 6,678
---------- --------- -------- -------- -------- ---------
35,174 21,319 1,253 12,403 199 9,799
---------- --------- -------- -------- -------- ---------
Tenant Improvements:
Recurring.............................. 26,670 21,452 271 4,858 89 $ 5,979
Non-recurring.......................... 5,246 5,246 -- -- -- 190
---------- --------- -------- -------- -------- ---------
31,916 26,698 271 4,858 89 6,169
---------- --------- -------- -------- -------- ---------
Total..................................... $ 67,090 $ 48,017 $ 1,524 $ 17,261 $ 288 $ 15,968
========== ========= ======== ======== ======== =========
Leasing Commissions:
Recurring.............................. $ 19,536 $ 18,546 $ 336 $ 381 $ 273 $ 1,142
Non-recurring.......................... 7,902 7,902 -- -- -- 28
---------- --------- -------- -------- -------- ---------
$ 27,438 $ 26,448 $ 336 $ 381 $ 273 $ 1,170
========== ========= ======== ======== ======== =========
Total Capital Expenditures and Leasing
Commissions:
Recurring.............................. $ 60,629 $ 47,682 $ 1,860 $ 10,526 $ 561 $ 10,242
Non-recurring.......................... 33,899 26,783 -- 7,116 -- 6,896
Development and Redevelopment Expenditures:
Palisades--Fort Lee, NJ $ 66,173 $ -- $ -- $ -- $ 66,173 $ --
Market Square on Main Street.......... 29,425 -- -- 29,425 -- --
Other................................. 50,219 25,703 6,378 4,350 13,788 14,067
----------- ---------- -------- -------- -------- ---------
$ 145,817 $ 25,703 $ 6,378 $ 33,775 $ 79,961 $ 14,067
=========== ========== ======== ======== ======== =========
-79-
YEAR ENDED DECEMBER 31, 2000
Cash flow provided by operating activities of $249,921,000 was primarily
comprised of (i) income of $233,991,000 and (ii) adjustments for non-cash items
of $66,557,000 offset by (iii) the net change in operating assets and
liabilities of $40,787,000 and (iv) the net gain on sale of real estate of
$10,965,000. The adjustments for non-cash items were primarily comprised of (i)
depreciation and amortization of $99,846,000 and (ii) minority interest of
$102,374,000, partially offset by (iii) the effect of straight-lining of rental
income of $32,206,000 and (iv) equity in net income of partially-owned entities
and income applicable to Alexander's of $103,457,000.
Net cash used in investing activities of $699,375,000 was primarily
comprised of (i) capital expenditures of $171,782,000, (ii) investment in notes
and mortgages receivable of $144,225,000, (iii) acquisitions of real estate of
$199,860,000, (iv) investments in partially-owned entities of $99,974,000, (v)
cash restricted of $183,788,000, of which $173,500,000 represents funds escrowed
in connection with a mortgage financing, partially offset by (vi) proceeds from
the sale of real estate of $47,945,000 and distributions from partially-owned
entities of $68,799,000. Below are the details of acquisitions of real estate,
investments in partially-owned entities, investments in notes and mortgages
receivable and capital expenditures.
($ in thousands)
Debt Value of Units
Cash Assumed Issued Investment
--------- ---------- -------------- -------------
Acquisitions of Real Estate:
Student Housing Complex (90% Interest)................ $ 6,660 $ 17,640 $ -- $ 24,300
33 North Dearborn Street.............................. 16,000 19,000 -- 35,000
7 West 34th Street.................................... 128,000 -- -- 128,000
L.A. Mart............................................. 44,000 10,000 -- 54,000
Other................................................. 5,200 -- -- 5,200
--------- ---------- ------------- -------------
$ 199,860 $ 46,640 $ -- $ 246,500
========= ========== ============= =============
Investments in Partially-Owned Entities:
Vornado Ceruzzi Joint Venture (80% interest).......... $ 21,940 $ -- $ -- $ 21,940
Additional investment in Newkirk Joint Ventures....... 1,334 -- 9,192 10,526
Loan to Alexander's................................... 15,000 -- -- 15,000
Alexander's - increase in investment to 33% 3,400 -- -- 3,400
Funding of Development Expenditures:
Fort Lee (75% interest)............................. 10,400 -- -- 10,400
Park Laurel (80% interest).......................... 47,900 -- -- 47,900
--------- ---------- ------------- -------------
$ 99,974 $ -- $ 9,192 $ 109,166
========= ========== ============= =============
Investments in Notes and Mortgages receivable:
Loan to NorthStar Partnership L.P..................... $ 65,000 $ -- $ -- $ 65,000
Loan to Primestone Investment Partners, L.P........... 62,000 -- -- 62,000
Advances to Vornado Operating Company................. 15,251 -- -- 15,251
Other................................................. 1,974 -- -- 1,974
--------- ---------- ------------- -------------
$ 144,225 $ -- $ -- $ 144,225
========= ========== ============= =============
New York Merchandise
Total City Office Retail Mart Other
-------- ----------- ----------- ----------- -------
Capital expenditures:
Expenditures to maintain the assets $ 33,113 $ 15,661 $ 414 $ 11,437 $ 5,601
Tenant allowances .................. 60,850 51,017 3,307 6,301 225
-------- ----------- ------- ----------- -------
Total recurring capital expenditures 93,963 66,678 3,721 17,738 5,826
Redevelopment and development
expenditures ..................... 63,348 40,124 3,600 19,624 --
Corporate .......................... 14,471 -- -- -- 14,471
-------- ----------- ------- ----------- -------
$171,782 $ 106,802 $ 7,321 $ 37,362 $20,297
======== =========== ======= =========== =======
In addition to the expenditures noted above, the Company recorded leasing
commissions of $26,133,000 in the year ended December 31, 2000, of which
$24,333,000 was attributable to New York City Office properties, $647,000 was
attributable to Retail properties and $1,153,000 was attributable to Merchandise
Mart properties.
Net cash provided by financing activities of $473,813,000 was primarily
comprised of (i) proceeds from borrowings of $1,195,108,000, (ii) proceeds from
issuance of preferred units of $204,750,000, partially offset by, (iii)
repayments of borrowings of $633,655,000, (iv) dividends paid on common shares
of $168,688,000 (v) dividends paid on preferred shares of $35,815,000, and (vi)
distributions to minority partners of $80,397,000.
-80-
YEAR ENDED DECEMBER 31, 1999
Cash flow provided by operating activities of $176,895,000 were comprised
of (i) net income of $202,519,000 and (ii) adjustments for non-cash items of
$26,686,000 offset by (iii) the net change in operating assets and liabilities
of $50,907,000 (primarily prepaid expenses). The adjustments for non-cash items
were primarily comprised of (i) depreciation and amortization of $83,585,000 and
(ii) minority interest of $54,998,000, partially offset by (iii) the effect of
straight-lining of rental income of $29,587,000 and (iv) equity in income of
partially-owned entities of $82,310,000.
Net cash used in investing activities of $494,204,000 was primarily
comprised of (i) capital expenditures of $153,591,000 (see detail below), (ii)
investment in mortgage loans receivable of $59,787,000 (including $41,200,000
loan to CAPI and $18,587,000 loan to Vornado Operating Company), (iii)
acquisitions of real estate of $224,654,000 (see detail below) and (iv)
investments in partially-owned entities of $118,409,000 (see detail below),
partially offset by (v) the use of cash restricted for tenant improvements of
$13,624,000, (vi) proceeds from the sale of Temperature Controlled Logistics
assets of $22,769,000 and (vii) proceeds from the repayment of mortgage loans
receivable of $20,751,000 (of which $14,000,000 is from Vornado Company).
Acquisitions of real estate and investments in partially-owned entities
are comprised of:
Debt Value of
($ in thousands) Cash Assumed Units Issued Investment
---------- ---------- ------------ -------------
Real Estate:
595 Madison Avenue................................ $ 125,000 $ -- $ -- $ 125,000
909 Third Avenue.................................. 12,400 109,000 1,600 123,000
888 Seventh Avenue................................ 45,000 55,000 -- 100,000(1)
GreenPoint leasehold interest..................... 37,300 -- -- 37,300
Other............................................. 4,954 -- -- 4,954
---------- ---------- ----------- -------------
$ 224,654 $ 164,000 $ 1,600 $ 390,254
========== ========== =========== =============
Investments in Partially Owned Entities:
Charles E. Smith Commercial Realty L.P.:
Increase in investment to 34%.................... $ -- $ -- $ 242,000 $ 242,000
Reacquired units from Vornado Operating
Company.......................................... 13,200 -- -- 13,200
Crystal City hotel land.......................... -- -- 8,000 8,000
Additional investment in Newkirk Joint Ventures..... 16,420 -- 50,500 66,920
Hotel Pennsylvania - increase in investment to 100%. 18,000 24,000 -- 42,000
Alexander's - increase in investment to 32%......... 8,956 -- -- 8,956
Loan to Alexander's ................................ 50,000 -- -- 50,000
Loan to Temperature Controlled Logistics............ 9,000 -- -- 9,000
Other............................................... 2,833 -- -- 2,833
---------- ---------- ----------- -------------
$ 118,409 $ 24,000 $ 300,500 $ 442,909
========== ========== =========== =============
----------
(1) Total consideration for 888 Seventh Avenue was $117,000 of which $17,000
was expended in 1998.
Capital expenditures were comprised of:
($ in thousands) New York
City Merchandise
Total Office Retail Mart Other
--------- -------- ------- ----------- -------
Expenditures to maintain the assets............. $ 27,251 $ 13,176 $ 1,945 $ 8,221 $ 3,909
Tenant allowances............................... 40,242 20,890 927 18,384 41
Redevelopment and development expenditures...... 86,098 52,288(1) 19,281 14,529 --
--------- -------- ------- ----------- -------
$ 153,591 $ 86,354 $22,153 $ 41,134 $ 3,950
========= ======== ======= =========== =======
----------
(1) Includes $27,544 to buyout the tenant's lease on 28,000 square feet of
office space at 640 Fifth Avenue, thereby permitting re-leasing for retail
use and $24,744 for the refurbishment of 770 Broadway.
In addition to the expenditures noted above, the Company recorded leasing
commissions of $16,853,000 in the year ended December 31, 1999, of which
$14,003,000 was attributable to New York City Office properties, $638,000 was
attributable to Retail properties and $2,212,000 was attributable to Merchandise
Mart properties.
Net cash provided by financing activities of $262,131,000 was primarily
comprised of (i) proceeds from issuance of preferred shares of $192,953,000,
(ii) proceeds from issuance of preferred units of $525,013,000 and (iii)
proceeds from borrowings of $455,000,000 partially offset by, (iv) repayments of
borrowings of $668,957,000, (v) dividends paid on common shares of $153,223,000,
(vi) dividends paid on preferred shares of $30,563,000, and (vii) distributions
to minority partners of $52,491,000.
-81-
FUNDS FROM OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
Funds from operations was $376,523,000 in the year ended December 31,
2001, compared to $335,158,000 in the prior year, an increase of $41,365,000.
Funds from operations for the year ended December 31, 2001, includes (i) a
$15,657,000 after tax net gain on sale of Park Laurel condominium units, (ii)
$29,110,000 (1) for write-offs of investments and other deferred costs and (iii)
$1,250,000 for donations to the Twin Towers Fund and the NYC Fireman's Fund.
Funds from operations before these items and after minority interest was
$389,426,000, a $54,268,000 increase over the prior year, or a 12.7% increase on
a per share basis.
The following table reconciles funds from operations and net income:
($ in thousands) For the Year Ended December 31,
--------------------------------
2001 2000
-------- --------
Net income applicable to common shares ..................... $227,233 $195,301
Cumulative effect of a change in accounting principle ...... 4,110 --
Extraordinary item ......................................... (1,170) 1,125
Depreciation and amortization of real property ............. 119,568 97,744
Straight-lining of property rentals for
rent escalations ....................................... (24,314) (28,893)
Leasing fees received in excess of income
recognized ...............
............................... 1,954 1,259
Appreciation of securities held in officer's deferred
compensation trust ..................................... 3,023 4,765
Net gain on sale of 570 Lexington Avenue - through a
partially-owned entity ................................. (12,445) --
Net gain from condemnation proceeding ...................... (3,050) --
Net gain on sale of other depreciable real estate .......... -- (10,965)
Proportionate share of adjustments to equity
in net income of partially-owned entities
to arrive at funds from operations:
Depreciation and amortization of real property ..... 65,588 63,791
Net gain on sale of real estate (Alexander's Fordham
Road property) ................................... (6,298) --
Other .............................................. (371) 5,787
Minority interest in excess of preferential
distributions .......................................... (16,810) (16,445)
-------- --------
357,018 313,469
Series A preferred shares .................................. 19,505 21,689
-------- --------
Funds from operations--diluted (2) ......................... $376,523 $335,158
======== ========
The number of shares that can be used for determining funds from operations
per share is as follows:
($ in thousands) For the Year Ended December 31,
--------------------------------
2001 2000
--------- ---------
Weighted average shares used for determining
diluted income per share............................ 92,073 88,692
Series A preferred shares........................... 7,646 8,018
--------- ---------
Shares used for determining diluted
funds from operations per share (2)................. 99,719 96,710
========= =========
----------
(1) Write-off of investments and other deferred costs in 2001 include:
Write-off of all of the Company's investments in technology companies ...... $16,513,000
Write-off of entire net investment in the Russian Tea Room (50% interest) .. 7,374,000
Write-off of costs of acquisitions not consummated ......................... 5,223,000
-----------
Total ...................................................................... $29,110,000
===========
(2) See note on following page for Reconciliation of Funds from Operations as
shown above to the Operating Partnership's funds from operations.
-82-
Funds from operations does not represent cash generated from operating
activities in accordance with accounting principles generally accepted in the
United States of America and is not necessarily indicative of cash available to
fund cash needs which is disclosed in the Consolidated Statements of Cash Flows
for the applicable periods. There are no material legal or functional
restrictions on the use of funds from operations. Funds from operations should
not be considered as an alternative to net income as an indicator of the
Company's operating performance or as an alternative to cash flows as a measure
of liquidity. Management considers funds from operations a supplemental measure
of operating performance and along with cash flow from operating activities,
financing activities and investing activities, it provides investors with an
indication of the ability of the Company to incur and service debt, to make
capital expenditures and to fund other cash needs. Funds from operations may not
be comparable to similarly titled measures reported by other REITs since a
number of REITs, including the Company, calculate funds from operations in a
manner different from that used by NAREIT. Funds from operations, as defined by
NAREIT, represents net income applicable to common shares before depreciation
and amortization, extraordinary items and gains or losses on sales of real
estate. Funds from operations as disclosed above has been modified from this
definition to adjust primarily for (i) the effect of straight-lining of property
rentals for rent escalations and leasing fee income, and (ii) the reversal of
income taxes (benefit) which are considered non-recurring because of the
conversion of Temperature Controlled Logistics Companies to REITs in 2000.
Below are the cash flows provided by (used in) operating, investing and
financing activities:
($ in thousands) For the Year Ended December 31,
---------------------------------
2001 2000
----------- -----------
Operating activities................. $ 387,685 $ 249,921
=========== ===========
Investing activities................. $ (79,722) $ (699,375)
=========== ===========
Financing activities................. $ (179,368) $ 473,813
=========== ===========
Assuming all of the convertible units of the Operating Partnership were
converted to shares, the minority interest in partnership earnings would not be
deducted in calculating funds from operations and the shares used in calculating
funds from operations per share would be increased to reflect the conversion.
Funds from operations per share would not change. The following table reconciles
funds from operations as shown above, to the Operating Partnership's funds from
operations for the year ended December 31, 2001 and 2000:
($ in thousands) For the Year Ended December 31,
-------------------------------
2001 2000
--------- ---------
Funds from operations, as above.............. $ 376,523 $ 335,158
Addback of minority interest reflected as
equity in the Operating Partnership......... 52,514 52,137
--------- ---------
Operating Partnership funds from operations.. $ 429,037 $ 387,295
========= =========
The number of shares to be used for determining Operating Partnership
funds from operations per share is as follows:
Shares used for determining diluted funds from
operations per share, as above.............. 99,719 96,710
Convertible units:
Non-Vornado owned Class A units.......... 6,140 6,407
Class D units............................ -- 869
B-1 units................................ 822 822
B-2 units................................ 411 411
C-1 units................................ 855 855
E-1 units................................ 5,680 5,680
--------- ---------
Shares used for determining Operating
Partnership diluted funds from operations
per share................................... 113,627 111,754
========= =========
See supplemental information on page 76 for Condensed Pro forma Operating
Results for the years ended December 31, 2001 and 2000 giving effect to the
January 1, 2002 acquisition by the Company of the remaining 66% of Charles E.
Smith Commercial Realty as if it had occurred on January 1, 2000.
-83-
ACQUISITION ACTIVITY, CERTAIN CASH REQUIREMENTS AND FINANCING ACTIVITIES
ACQUISITION ACTIVITY
On January 1, 2002, the Company acquired the remaining 66% of CESCR it did
not previously own. The consideration for the remaining 66% of CESCR was
approximately $1,600 million, consisting of 15.7 million newly issued Vornado
Operating Partnership units (valued at $608 million) and acquiring the assets
subject to $992 million of debt (66% of CESCR's total debt). CESCR owns and
manages 12.9 million square feet office properties in Washington D.C. and
Northern Virginia and manages an additional 5.8 million square feet of office
and other commercial properties in the Washington D.C. area.
The Company's future success will be affected by its ability to integrate
the assets and businesses it acquires and to effectively manage those assets and
businesses. The Company currently expects to continue to grow. However, its
ability to do so will be dependent on a number of factors, including, among
others, (a) the availability of reasonably priced assets that meet the Company's
acquisition criteria and (b) the price of the Company's common shares, the rates
at which the Company is able to borrow money and, more generally, the
availability of financing on terms that, in the Company's view, make such
acquisitions financially attractive.
CERTAIN CASH REQUIREMENTS
For 2002, the Company has budgeted approximately $172.6 million for
capital expenditures (excluding acquisitions) and leasing commissions as
follows:
($ in thousands) Temperature
New York CESCR Merchandise Controlled
Total Office Office Retail Mart Logistics Other
---------- --------- --------- -------- ----------- ----------- -------
Capital Expenditures:
Expenditures to maintain the assets:
Recurring.................. $ 37,500 $ 8,300 $ 11,600 $ 4,700 $ 5,000 $ 5,700(1) $ 2,200(2)
Non-recurring.............. 46,500 20,300 17,200 -- 9,000 -- --
---------- --------- --------- -------- --------- --------- -------
84,000 28,600 28,800 4,700 14,000 5,700 2,200
---------- --------- --------- -------- --------- --------- -------
Tenant improvements:
Recurring.................. 56,000 12,100 30,300 -- 13,600 -- --
Non-recurring.............. 9,900 9,900 -- -- -- -- --
---------- --------- --------- --------- --------- --------- -------
65,900 22,000 30,300 -- 13,600 -- --
---------- --------- --------- -------- --------- --------- -------
Total......................... $ 149,900 $ 50,600 $ 59,100 $ 4,700 $ 27,600 5,700 $ 2,200
========== ========= ========= ======== ========= ========= =======
Leasing Commissions:
Recurring.................. $ 16,400 $ 6,200 $ 7,600 $ -- $ 2,600 $ -- $ --
Non-recurring.............. 6,300 6,300 -- -- -- -- --
---------- --------- --------- -------- --------- --------- -------
$ 22,700 $ 12,500 $ 7,600 $ -- $ 2,600 $ -- $ --
========== ========= ========= ======== ========= ========= =======
Total Capital Expenditures and
Leasing Commissions:
Recurring.................. $ 109,900 $ 26,600 $ 49,500 $ 4,700 $ 21,200 $ 5,700 $ 2,200
Non-recurring.............. 62,700 36,500 17,200 -- 9,000 -- --
Tenant allowances and leasing commissions for the New York City Office
properties approximate $23.00 per square foot for renewal space and $48.00 per
square foot for vacant space. Historically, approximately two-thirds of existing
tenants renew their leases.
----------
(1) Represents the Company's 60% share of the Vornado/Crescent Partnerships
obligation to fund $9,500 of capital expenditures per annum.
(2) Primarily for the Hotel Pennsylvania.
In addition to the capital expenditures reflected above, the Company is
currently engaged in or considering certain development and redevelopment
projects for which it has budgeted approximately $158.4 million to be expended
as outlined in the "Development and Redevelopment Projects" section of Item
1--Business. The $158.4 million does not include amounts for other projects
which are also included in the "Development and Redevelopment Projects" section
of Item 1 -Business, as no budgets for them have been finalized. There can be no
assurance that any of the above projects will be ultimately completed, completed
on time or completed for the budgeted amount.
No cash requirements have been budgeted for the capital expenditures and
amortization of debt of Alexander's, or The Newkirk MLP, which are partially
owned by the Company. These investees are expected to fund their own cash
requirements. Alexander's is prohibited by its loan agreements from paying
dividends. In 2002 the Company expects to receive distributions of approximately
$44.2 million from its investment in The Newkirk MLP, including the distribution
of approximately $37 million received on February 6, 2002, in connection with a
Newkirk refinancing.
-84-
FINANCING ACTIVITIES AND CONTRACTUAL OBLIGATIONS
Below is a schedule of the Company's contractual obligations and
commitments at December 31, 2001:
($ in thousands)
Less Than 1 - 3 4 - 5
Total 1 Year Years Years Thereafter
---------- --------- -------- -------- ----------
Contractual Cash Obligations:
Unsecured Revolving Credit Facility $ -- $ -- $ -- $ -- $ --
Mortgages and Notes Payable ........ 2,477,173 834,008 585,866 105,000 952,299
Operating Leases ................... 449,783 14,442 26,791 26,177 382,373
---------- --------- -------- -------- ----------
Total Contractual Cash Obligations $2,926,956 $ 848,450 $612,657 $131,177 $1,334,672
========== ========= ======== ======== ==========
Commitments:
Standby Letters of Credit .......... $ 83,238 $ 83,238 $ -- $ -- $ --
Guarantees ......................... -- -- -- -- --
---------- --------- -------- -------- ----------
Total Commitments ................ $ 83,238 $ 83,238 $ -- $ -- $ --
========== ========= ======== ======== ==========
The Company is reviewing various alternatives for the repayment or
refinancing of debt coming due during 2002. The Company has $1 billion available
under its revolving credit facility which matures in March, 2003 and a number of
properties which are unencumbered.
The Company's credit facility contains customary conditions precedent to
borrowing such as the bring down of customary representations and warranties as
well as compliance with financial covenants such as minimum interest coverage
and maximum debt to market capitalization. The facility provides for higher
interest rates in the event of a decline in the Company's ratings below
Baa3/BBB. This facility also contains customary events of default which could
give rise to acceleration and include such items as failure to pay interest or
principal and breaches of financial covenants such as maintenance of minimum
capitalization and minimum interest coverage.
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 included coverage for terrorist acts, except for acts
of war. Since September 11, 2001, insurance companies are excluding terrorists
acts from coverage in all risk policies. In 2002, the Company has been unable to
obtain all risk insurance which includes coverage for terrorists acts for
policies it has renewed including the New York City Office portfolio and may not
be able to obtain such coverage for any of its other properties in the future.
Therefore, the risk of financial loss in the case of terrorist acts is the
Company's, which loss could be material.
The Company's debt instruments, consisting of mortgage loans secured by
its properties (which are generally non-recourse to the Company) 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. In addition, 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.
In addition, many of the Company's non-recourse mortgages contain debt
service covenants which if not satisfied could require cash collateral. These
covenants are not "ratings" related.
CORPORATE
On September 20, 2001, the Company sold an aggregate of $45,000,000 8.25%
Series D-9 Cumulative Redeemable Preferred Units resulting in net proceeds of
approximately $43,875,000.
On November 19, 2001, the Company sold 9,775,000 common shares pursuant to
an effective registration statement based on the closing price of $40.58 on the
NYSE. The net proceeds to the Company were approximately $377,200,000. In
connection therewith the Company repaid the $285,000,000 then outstanding under
its revolving credit facility.
On February 25, 2002, the Company sold 884,543 common shares to a
closed-end fund and 514,200 shares to a unit investment trust based on the
closing price of $42.96 on the NYSE. The net proceeds to the Company were
approximately $57,042,000.
-85-
OFFICE
On January 11, 2001, the Company completed a $105,000,000 refinancing of
its 888 Seventh Avenue office building. The loan bears interest at a fixed rate
of 6.6% and matures on January 1, 2006. A portion of the proceeds received were
used to repay the then existing mortgage of $55,000,000.
MERCHANDISE MART
On October 16, 2001, the Company completed a $49,000,000 refinancing of
its Washington Design Center property. The loan bears interest at a fixed rate
of 6.95% and matures on October 16, 2011. A portion of the proceeds received
were used to repay the then existing mortgage of $23,000,000.
On July 11, 2001, the Company completed a $50,000,000 refinancing of its
Market Square Complex. The loan bears interest at a fixed rate of 7.95% and
matures in July 2011. The proceeds received were used to repay the then existing
mortgage of $49,000,000.
OTHER
On September 20, 2001, the Company completed a $50,000,000 mortgage
financing, cross-collateralized by its eight industrial warehouse properties.
The loan bears interest at a fixed rate of 6.95% per annum and matures on
October 1, 2011.
On February 1, 2002, the Newkirk MLP, in which the Company has a 21.1%
interest, completed a $225,000,000 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
3.0% (8.5% at February 1, 2002) and matures on January 31, 2005, with two
one-year extension options.
The Company has an effective shelf registration under which the Company
can offer an aggregate of approximately $940,000,000 of equity securities and
Vornado Realty L.P. can offer an aggregate of $1.0 billion of debt
securities.
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 will require funding from
borrowings or equity offerings.
-86-
RECENTLY ISSUED ACCOUNTING STANDARDS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, as amended, which establishes accounting and
reporting standards requiring every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or liability measured at its fair value. The Statement
requires that changes in the derivative instrument's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. The
Company's investment securities include stock purchase warrants received from
companies that provide fiber-optic network and broadband access to the Company's
Office division tenants. Statement 133 requires these warrants to be
marked-to-market at each reporting period with the change in value recognized
currently in earnings. The Company has previously marked-to-market changes in
value through accumulated other comprehensive loss. Under Statement 133, those
changes are recognized through earnings, and accordingly, the Company has
reclassified $4,110,000 from accumulated other comprehensive loss to the
consolidated statement of income as the cumulative effect of change in
accounting principle as of January 1, 2001. Future changes in value of such
securities will be recorded through earnings. The Company does not currently
utilize derivatives for hedging purposes and does not engage in speculative
activities.
In June 2001, the Financial Accounting Standards Board issued SFAS No.
141, BUSINESS COMBINATIONS (effective July 1, 2001) and SFAS No. 142, GOODWILL
AND OTHER INTANGIBLE ASSETS (effective January 1, 2002). SFAS No. 141 prohibits
pooling-of-interests accounting for acquisitions. SFAS No. 142 specifies that
goodwill and some intangible assets will no longer be amortized but instead be
subject to periodic impairment testing. In the first quarter of 2002, the
Company will write-off goodwill of approximately $32,491,000, of which (i)
$18,000,000 represents its share of the goodwill arising from the Company's
investment in Temperature Controlled Logistics and (ii) $14,491,000 represents
goodwill arising from the Company's acquisition of the Hotel Pennsylvania. The
write-off will be reflected as a cumulative effect of a change in accounting
principle. Amortization of goodwill during 2001 was approximately $1,116,000.
In August 2001, FASB issued SFAS No. 143, ACCOUNTING FOR ASSET RETIREMENT
OBLIGATIONS (effective January 1, 2003) and SFAS No. 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS (effective January 1, 2002). SFAS
No. 143 requires the recording of the fair value of a liability for an asset
retirement obligation in the period which it is incurred. SFAS No. 144
supersedes current accounting literature and now provides for a single
accounting model for long lived-assets to be disposed of by sale and requires
discontinued operations presentation for disposals of a "component" of an
entity. The Company does not anticipate that the adoption of these statements
will have a material effect on the Company's financial statements; however under
SFAS No. 144, if the Company were to dispose of a material operating property,
such property's results of operations will have to be separately disclosed as
discontinued operations in the Company's financial statements.
-87-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to a change in interest rates on its wholly-owned
and partially-owned debt (all of which arises out of non-trading activity) is as
follows:
($ in thousands, except per share amounts)
2001 2000
--------------------------------------------- -----------------------------
Weighted Effect of 1% Weighted
December 31, Average Change In December 31, Average
Balance Interest Rate Base Rates Balance Interest Rate
------------ ------------- ------------ ------------ -------------
Wholly-owned debt:
Variable rate.................. $ 1,182,605 3.39% $ 10,591(1) $ 1,625,162 8.00%
Fixed rate..................... 1,294,568 7.53% -- 1,063,146 7.61%
------------ --------- ------------
$ 2,477,173 10,591 $ 2,688,308
============ --------- ============
Partially-owned debt:
Variable rate.................. $ 85,516 5.63% 855 $ 174,622 8.40%
Fixed rate..................... 1,234,019 8.29% -- 1,123,926 8.63%
------------ --------- ------------
$ 1,319,535 855 $ 1,298,548
============ --------- ============
Minority interest..................... (1,660)
---------
Total decrease in the
Company's annual net income......... $ 9,786
=========
Per share-diluted................ $ .11
=========
----------
(1) Excludes the effect of a $123,500 mortgage financing, cross-collateralized
by the Company's 770 Broadway and 595 Madison Avenue office properties, as
the proceeds are in a restricted mortgage escrow account which bears
interest at the same rate as the loan.
Various financial instruments exist which could be employed to reduce the
Company's exposure to change in interest rates. The Company does not currently
utilize such hedging strategies.
The fair value of the Company's debt at December 31, 2001, based on
discounted cash flows at the current rate at which similar loans would be made
to borrowers with similar credit ratings for the remaining term of such debt
approximates its carrying value.
-88-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Independent Auditors' Report.................................................................................. 90
Consolidated Balance Sheets at December 31, 2001 and 2000..................................................... 91
Consolidated Statements of Income for the years ended December 31, 2001, 2000, and 1999 ...................... 92
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2001, 2000, and 1999......... 93
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000, and 1999................... 95
Notes to Consolidated Financial Statements.................................................................... 96
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
-89-
INDEPENDENT AUDITORS' REPORT
Shareholders and Board of Trustees
Vornado Realty Trust
New York, New York
We have audited the accompanying consolidated balance sheets of Vornado
Realty Trust as of December 31, 2001 and 2000, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended December 31, 2001. Our audits also included the
financial statement schedules listed in the Index at Item 14. These financial
statements and financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Vornado Realty Trust at
December 31, 2001 and 2000, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 11, 2002
-90-
VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
--------------------------
2001 2000
----------- -----------
(amounts in thousands, except share and per share amounts)
ASSETS
Real estate, at cost:
Land .......................................................................... $ 895,831 $ 870,023
Buildings and improvements .................................................... 3,480,249 3,328,760
Development costs and construction in progress ................................ 258,357 125,814
Leasehold improvements and equipment .......................................... 55,774 29,795
----------- -----------
Total ................................................................. 4,690,211 4,354,392
Less accumulated depreciation and amortization ................................ (506,225) (393,787)
----------- -----------
Real estate, net ...................................................... 4,183,986 3,960,605
Cash and cash equivalents, including U.S. government obligations under
repurchase agreements of $15,235 and $27,793 .................................. 265,584 136,989
Escrow deposits and restricted cash .............................................. 204,463 214,359
Marketable securities ............................................................ 126,774 120,340
Investments and advances to partially-owned entities, including
Alexander's of $188,522 and $178,413 .......................................... 1,270,195 1,432,557
Due from Officers ................................................................ 18,197 20,549
Accounts receivable, net of allowance for doubtful accounts
of $8,831 and $9,343 .......................................................... 47,406 47,937
Notes and mortgage loans receivable .............................................. 258,555 188,722
Receivable arising from the straight-lining of rents ............................. 138,154 111,504
Other assets ..................................................................... 264,029 169,648
----------- -----------
$ 6,777,343 $ 6,403,210
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and mortgages payable ...................................................... $ 2,477,173 $ 2,263,308
Revolving credit facility ........................................................ -- 425,000
Accounts payable and accrued expenses ............................................ 179,597 130,464
Officer's compensation payable ................................................... 6,708 38,424
Deferred leasing fee income ...................................................... 11,940 7,852
Other liabilities ................................................................ 51,895 1,798
----------- -----------
Total liabilities ............................................................. 2,727,313 2,866,846
----------- -----------
Minority interest of unitholders in the Operating Partnership .................... 1,479,658 1,457,644
----------- -----------
Commitments and contingencies
Shareholders' equity:
Preferred shares of beneficial interest:
no par value per share; authorized 45,000,000 shares;
Series A: liquidation preference $50.00 per share; issued and outstanding
5,520,435 and 5,789,239 shares .......................................... 276,024 288,507
Series B: liquidation preference $25.00 per share; issued and outstanding
3,400,000 shares ........................................................ 81,805 81,805
Series C: liquidation preference $25.00 per share; issued and outstanding
4,600,000 shares ........................................................ 111,148 111,148
Common shares of beneficial interest: $.04 par value per share; authorized,
150,000,000 shares; issued and outstanding, 99,035,023 and 86,803,770 shares 3,961 3,472
Additional capital ............................................................ 2,162,512 1,709,284
Distributions in excess of net income ......................................... (95,647) (90,366)
----------- -----------
2,539,803 2,103,850
Deferred compensation shares earned but not yet delivered ..................... 38,253 --
Accumulated other comprehensive loss .......................................... (2,980) (20,426)
Due from officers for purchase of common shares of beneficial interest ........ (4,704) (4,704)
----------- -----------
Total shareholders' equity ............................................ 2,570,372 2,078,720
----------- -----------
$ 6,777,343 $ 6,403,210
=========== ===========
See notes to consolidated financial statements.
-91-
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31,
-----------------------------------
2001 2000 1999
--------- --------- ---------
(amounts in thousands, except per share amounts)
Revenues:
Property rentals ..................................................... $ 841,999 $ 695,078 $ 591,270
Expense reimbursements ............................................... 133,114 120,056 96,842
Other income (including fee income from
related parties of $1,655, $1,418, and $1,262) ................. 10,660 10,838 8,251
--------- --------- ---------
Total revenues ............................................................ 985,773 825,972 696,363
--------- --------- ---------
Expenses:
Operating ............................................................ 398,969 318,360 282,118
Depreciation and amortization ........................................ 123,862 99,846 83,585
General and administrative ........................................... 72,572 47,911 40,151
Costs of acquisitions not consummated ................................ 5,223 -- --
--------- --------- ---------
Total expenses ............................................................ 600,626 466,117 405,854
--------- --------- ---------
Operating income .......................................................... 385,147 359,855 290,509
Income applicable to Alexander's .......................................... 24,548 17,363 11,772
Income from partially-owned entities ...................................... 80,612 86,654 78,560
Interest and other investment income ...................................... 54,385 32,926 18,359
Interest and debt expense (including amortization of deferred financing
costs of $8,458, and $7,298) ......................................... (173,076) (170,273) (141,683)
Net gain on disposition of wholly-owned and partially-owned assets ........ 7,425 10,965 --
Minority interest:
Perpetual preferred unit distributions ............................... (70,705) (62,089) (19,254)
Minority limited partnership earnings ................................ (39,138) (38,320) (33,904)
Partially-owned entities ............................................. (2,520) (1,965) (1,840)
--------- --------- ---------
Income before cumulative effect of change in accounting principle and
extraordinary item ................................................... 266,678 235,116 202,519
Cumulative effect of change in accounting principle ....................... (4,110) -- --
Extraordinary item ........................................................ 1,170 (1,125) --
--------- --------- ---------
Net income ................................................................ 263,738 233,991 202,519
Preferred share dividends (including accretion of issuance
expenses of $958 in 2001 and $2,875 in 2000 and 1999) ................ (36,505) (38,690) (33,438)
--------- --------- ---------
NET INCOME applicable to common shares .................................... $ 227,233 $ 195,301 $ 169,081
========= ========= =========
NET INCOME PER COMMON SHARE-BASIC ......................................... $ 2.55 $ 2.26 $ 1.97
========= ========= =========
NET INCOME PER COMMON SHARE-DILUTED ....................................... $ 2.47 $ 2.20 $ 1.94
========= ========= =========
See notes to consolidated financial statements.
-92-
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
ACCUMULATED
DISTIBUTIONS OTHER
PREFERRED COMMON ADDITIONAL IN EXCESS OF COMPREHENSIVE
SHARES SHARES CAPITAL NET INCOME LOSS
----------- ----------- ----------- ------------ ------------
(amounts in thousands, except per share amounts)
BALANCE, JANUARY 1, 1999 ........................ $ 282,758 $ 3,403 $ 1,653,208 $ (132,837) $ (18,957)
Net Income ...................................... -- -- -- 202,519 --
Dividends paid on Preferred Shares
Series A Preferred Shares
($3.25 per share) .......................... -- -- -- (21,690) --
Series B Preferred Shares
($1.68 per share) .......................... -- -- -- (5,720) --
Series C Preferred Shares
($1.31 per share) .......................... -- -- -- (6,028) --
Net proceeds from issuance of preferred
shares ....................................... 192,953 -- -- -- --
Dividends paid on common shares
($1.80 per share) ............................ -- -- -- (153,223) --
Common shares issued under
employees' share plan ........................ -- 5 2,458 -- --
Redemption of units for common shares ........... -- 44 40,214 -- --
Accretion of issuance expenses on
preferred shares ............................. 2,874 -- -- -- --
Common shares issued in connection
with dividend reinvestment plan .............. -- 1 677 -- --
Change in unrealized net loss
on securities available for sale ............. -- -- -- -- 15,603
Depreciation of securities held
in officer's deferred compensation trust ..... -- -- -- -- 579
Pension obligations ............................. -- -- -- -- 1,327
Forgiveness of amount due
from officers ................................ -- -- -- -- --
----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 ...................... $ 478,585 $ 3,453 $ 1,696,557 $ (116,979) $ (1,448)
=========== =========== =========== =========== ===========
SHAREHOLDERS' COMPREHENSIVE
OTHER EQUITY INCOME
----------- ------------- -------------
BALANCE, JANUARY 1, 1999 ........................ $ (4,897) $ 1,782,678
Net Income ...................................... -- 202,519 $ 202,519
Dividends paid on Preferred Shares
Series A Preferred Shares
($3.25 per share) .......................... -- (21,690) --
Series B Preferred Shares
($1.68 per share) .......................... -- (5,720) --
Series C Preferred Shares
($1.31 per share) .......................... -- (6,028) --
Net proceeds from issuance of preferred
shares ....................................... -- 192,953 --
Dividends paid on common shares
($1.80 per share) ............................ -- (153,223) --
Common shares issued under
employees' share plan ........................ -- 2,463 --
Redemption of units for common shares ........... -- 40,258 --
Accretion of issuance expenses on
preferred shares ............................. -- 2,874 --
Common shares issued in connection
with dividend reinvestment plan .............. -- 678 --
Change in unrealized net loss
on securities available for sale ............. -- 15,603 15,603
Depreciation of securities held
in officer's deferred compensation trust ..... -- 579 579
Pension obligations ............................. -- 1,327 1,327
Forgiveness of amount due
from officers ................................ 97 97 --
----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 ...................... $ (4,800) $ 2,055,368 $ 220,028
=========== =========== ===========
See notes to consolidated financial statements.
-93-
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
ACCUMULATED
DISTIBUTIONS OTHER
PREFERRED COMMON ADDITIONAL IN EXCESS OF COMPREHENSIVE
SHARES SHARES CAPITAL NET INCOME LOSS
----------- ----------- ----------- ------------ ------------
(amounts in thousands, except per share amounts)
BALANCE, DECEMBER 31, 1999 ...................... $ 478,585 $ 3,453 $ 1,696,557 $ (116,979) $ (1,448)
Net Income ...................................... -- -- -- 233,991 --
Dividends paid on Preferred Shares
Series A Preferred Shares
($3.25 per share) .......................... -- -- -- (21,689) --
Series B Preferred Shares
($2.125 per share) ......................... -- -- -- (7,225) --
Series C Preferred Shares
($2.125 per share) ......................... -- -- -- (9,776) --
Dividends paid on common shares
($1.97 per share) ............................ -- -- -- (168,688) --
Common shares issued under
employees' share plan ........................ -- 15 9,913 -- --
Redemption of units for common shares ........... -- 3 1,789 -- --
Accretion of issuance expenses on
preferred shares ............................. 2,875 -- -- -- --
Common shares issued in connection
with dividend reinvestment plan .............. -- 1 1,025 -- --
Change in unrealized net loss
on securities available for sale ............. -- -- -- -- (18,399)
Appreciation of securities held
in officer's deferred compensation trust ..... -- -- -- -- (579)
Forgiveness of amount due
from officers ................................ -- -- -- -- --
----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 2000 ...................... 481,460 3,472 1,709,284 (90,366) (20,426)
Net Income ...................................... -- -- -- 263,738 --
Dividends paid on Preferred Shares
Series A Preferred Shares
($3.25 per share) .......................... -- -- -- (19,505) --
Series B Preferred Shares
($2.125 per share) ......................... -- -- -- (7,225) --
Series C Preferred Shares
($2.125 per share) ......................... -- -- -- (9,775) --
Dividends paid on common shares
($2.32 per share) ............................ -- -- -- (201,813) --
Dividends payable on common shares
($.31 per share) ............................. -- -- -- (30,701) --
Common shares issued, net of shelf
registration costs of $260 ................... -- 391 376,542 -- --
Common shares issued under
employees' share plan ........................ -- 12 9,947 -- --
Conversion of Series A Preferred Shares to
common share ................................. (13,441) 15 13,426 -- --
Redemption of units for common shares ........... -- 70 52,017 -- --
Accretion of issuance expenses on
preferred shares ............................. 958 -- -- -- --
Common shares issued in connection
with dividend reinvestment plan .............. -- 1 1,296 -- --
Change in unrealized net loss
on securities available for sale ............. -- -- -- -- 18,178
Deferred compensation shares earned
but not yet issued ........................... -- -- -- -- --
Pension obligations ............................. -- -- -- -- (732)
----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 2001 ...................... $ 468,977 $ 3,961 $ 2,162,512 $ (95,647) $ (2,980)
=========== =========== =========== =========== ===========
SHAREHOLDERS' COMPREHENSIVE
OTHER EQUITY INCOME
----------- ------------- -------------
BALANCE, DECEMBER 31, 1999 ...................... $ (4,800) $ 2,055,368
Net Income ...................................... -- 233,991 $ 233,991
Dividends paid on Preferred Shares
Series A Preferred Shares
($3.25 per share) .......................... -- (21,689) --
Series B Preferred Shares
($2.125 per share) ......................... -- (7,225) --
Series C Preferred Shares
($2.125per share) .......................... -- (9,776) --
Dividends paid on common shares
($1.97 per share) ............................ -- (168,688) --
Common shares issued under
employees' share plan ........................ -- 9,928 --
Redemption of units for common shares ........... -- 1,792 --
Accretion of issuance expenses on
preferred shares ............................. -- 2,875 --
Common shares issued in connection
with dividend reinvestment plan .............. -- 1,026 --
Change in unrealized net loss
on securities available for sale ............. -- (18,399) (18,399)
Appreciation of securities held
in officer's deferred compensation trust ..... -- (579) (579)
Forgiveness of amount due
from officers ................................ 96 96 --
----------- ----------- -----------
BALANCE, DECEMBER 31, 2000 ...................... (4,704) 2,078,720 $ 215,013
===========
Net Income ...................................... -- 263,738 $ 263,738
Dividends paid on Preferred Shares
Series A Preferred Shares
($3.25 per share) .......................... -- (19,505) --
Series B Preferred Shares
($2.125 per share) ......................... -- (7,225) --
Series C Preferred Shares
($2.125 per share) ......................... -- (9,775) --
Dividends paid on common shares
($2.32 per share) ............................ -- (201,813) --
Dividends payable on common shares
($.31 per share) ............................. -- (30,701) --
Common shares issued, net of shelf
registration costs of $260 ...................... -- 376,933 --
Common shares issued under
employees' share plan ........................ -- 9,959 --
Conversion of Series A Preferred Shares to
common share ................................. -- -- --
Redemption of units for common shares ........... -- 52,087 --
Accretion of issuance expenses on
preferred shares ............................. -- 958 --
Common shares issued in connection
with dividend reinvestment plan .............. -- 1,297 --
Change in unrealized net loss
on securities available for sale ............. -- 18,178 18,178
Deferred compensation shares earned
but not yet delivered ........................... 38,253 38,253 --
Pension obligations ............................. -- (732) (732)
----------- ----------- -----------
BALANCE, DECEMBER 31, 2001 ...................... $ (33,549) $ 2,570,372 $ 281,184
=========== =========== ===========
See notes to consolidated financial statements.
-94-
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
-----------------------------------------
2001 2000 1999
----------- ----------- -----------
(amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................................ $ 263,738 $ 233,991 $ 202,519
Adjustments to reconcile net income to net cash provided
by operating activities:
Cumulative effect of change in accounting principle ............... 4,110 -- --
Extraordinary item ................................................ (1,170) 1,125 --
Minority interest ................................................. 112,363 102,374 54,998
Net gain on dispositions of wholly-owned and
partially-owned assets .......................................... (7,425) (10,965) --
Depreciation and amortization (including debt issuance costs) ..... 123,862 99,846 83,585
Straight-lining of rental income .................................. (27,230) (32,206) (29,587)
Equity in (income) loss of Alexander's ........................... (24,548) (17,363) (11,772)
Equity in income of partially-owned entities ...................... (80,612) (86,654) (78,560)
Changes in operating assets and liabilities ....................... 24,597 (40,227) (44,288)
----------- ----------- -----------
Net cash provided by operating activities ................................. 387,685 249,921 176,895
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Development costs and construction in progress ........................ (145,817) (35,701) (66,962)
Acquisitions of real estate and other ................................. (11,574) (199,860) (224,654)
Additions to real estate .............................................. (67,090) (136,081) (104,177)
Investments in partially-owned entities ............................... (109,332) (99,974) (118,409)
Proceeds from sale of real estate ..................................... 162,045 47,945 --
Proceeds from sale of Temperature Controlled Logistics assets ......... -- -- 22,769
Investments in notes and mortgage loans receivable .................... (83,879) (144,225) (59,787)
Repayment of notes and mortgage loans receivable ...................... 64,206 5,222 20,751
Cash restricted, primarily mortgage escrows ........................... 9,896 (183,788) 13,624
Distributions from partially-owned entities ........................... 114,218 68,799 16,938
Real estate deposits .................................................. -- 4,819 14,819
Purchases of marketable securities .................................... (14,325) (26,531) (21,614)
Proceeds from sale or maturity of securities available for sale ....... 1,930 -- 12,498
----------- ----------- -----------
Net cash used in investing activities ..................................... (79,722) (699,375) (494,204)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings .............................................. 554,115 1,195,108 455,000
Repayments of borrowings .............................................. (835,257) (633,655) (668,957)
Costs of refinancing debt ............................................. (3,394) (18,445) (8,059)
Proceeds from issuance of preferred shares ............................ -- -- 192,953
Proceeds from issuance of preferred units ............................. 52,673 204,750 525,013
Proceeds from issuance of common shares ............................... 377,193 -- --
Dividends paid on common shares ....................................... (201,813) (168,688) (153,223)
Dividends paid on preferred shares .................................... (35,547) (35,815) (30,563)
Distributions to minority partners .................................... (98,594) (80,397) (52,491)
Exercise of share options ............................................. 11,256 10,955 2,458
----------- ----------- -----------
Net cash (used in) provided by financing activities ....................... (179,368) 473,813 262,131
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents ...................... 128,595 24,359 (55,178)
Cash and cash equivalents at beginning of year ............................ 136,989 112,630 167,808
----------- ----------- -----------
Cash and cash equivalents at end of year .................................. $ 265,584 $ 136,989 $ 112,630
=========== =========== ===========
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest (including capitalized interest of
$12,171, $12,269, and $7,012) ....................................... $ 171,166 $ 165,325 $ 143,665
=========== =========== ===========
NON-CASH TRANSACTIONS:
Financing in connection with acquisitions ............................. $ -- $ 46,640 $ 188,000
Minority interest in connection with acquisitions ..................... 18,798 9,192 302,100
Unrealized (loss) gain on securities available for sale ............... 9,495 (18,399) 15,603
(Appreciation) depreciation of securities held in officer's deferred
compensation trust .................................................. (3,023) (579) 579
See notes to consolidated financial statements.
-95-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BUSINESS
Vornado Realty Trust is a fully-integrated real estate investment trust
("REIT"). Vornado conducts its business through Vornado Realty L.P. ("the
Operating Partnership"). Vornado is the sole general partner of, and owned
approximately 79% of the common limited partnership interest in, the Operating
Partnership at February 1, 2002. All references to the "Company" and "Vornado"
refer to Vornado Realty Trust and its consolidated subsidiaries, including the
Operating Partnership.
The Company currently owns directly or indirectly:
OFFICE PROPERTIES ("OFFICE"):
(i) all or portions of 73 office properties aggregating
approximately 27.2 million square feet in the New York City metropolitan
area (primarily Manhattan) and in the Washington D.C. and Northern
Virginia area;
RETAIL PROPERTIES ("RETAIL"):
(ii) 55 shopping center properties in six states and Puerto Rico
aggregating approximately 11.3 million square feet, including 1.4 million
square feet built by tenants on land leased from the Company;
MERCHANDISE MART PROPERTIES:
(iii) 8.6 million square feet of showroom and office space,
including the 3.4 million square foot Merchandise Mart in Chicago;
TEMPERATURE CONTROLLED LOGISTICS:
(iv) a 60% interest in the Vornado/Crescent partnerships that own 89
warehouse facilities nationwide with an aggregate of approximately 445
million cubic feet of refrigerated space leased to AmeriCold Logistics;
OTHER REAL ESTATE INVESTMENTS:
(v) 33.1% of the outstanding common stock of Alexander's, Inc.
("Alexander's");
(vi) the Hotel Pennsylvania in New York City consisting of a hotel
portion containing 1.0 million square feet with 1,700 rooms and a
commercial portion containing .4 million square feet of retail and office
space;
(vii) a 21.1% interest in The Newkirk Master Limited Partnership
which owns office, retail and industrial properties net leased primarily
to credit rated tenants, and various debt interests in such properties;
(viii) eight dry warehouse/industrial properties in New Jersey
containing approximately 2.0 million square feet; and
(ix) other investments, including interests in other real estate,
marketable securities and loans and notes receivable.
-96-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: The accompanying consolidated financial statements
include the accounts of Vornado Realty Trust and its majority-owned subsidiary,
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
doesn't 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.
Prior to January 1, 2001, the Company's equity interests in
partially-owned entities also included investments in preferred stock
affiliates (corporations in which the Company owned all of the preferred
stock and none of the common equity). Ownership of the preferred stock
entitled the Company to substantially all of the economic benefits in the
preferred stock affiliates. On January 1, 2001, the Company acquired the
common stock of the preferred stock affiliates, which was owned by Officers
and Trustees of Vornado, and converted them to taxable REIT subsidiaries.
Accordingly, the Hotel portion of the Hotel Pennsylvania and the management
companies (which provide services to the Company's business segments and
operate the Trade Show business of the Merchandise Mart division) have been
consolidated beginning January 1, 2001.
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.
RECLASSIFICATIONS: Certain prior year balances have been reclassified in
order to conform to current year presentation.
REAL ESTATE: Real estate is carried at cost, net of accumulated
depreciation and amortization. Betterments, major renewals and certain costs
directly related to the acquisition, improvement and leasing of real estate are
capitalized. Maintenance and repairs are charged to operations as incurred. For
redevelopment of existing operating properties, the net book value of the
existing property under redevelopment plus the cost for the construction and
improvements incurred in connection with the redevelopment are capitalized to
the extent the capitalized costs of the property do not exceed the estimated
fair value of the redeveloped property when complete. If the cost of the
redeveloped property, including the undepreciated net book value of the property
carried forward, exceeds the estimated fair value of redeveloped property, the
excess is charged to expense. During 2001, the amount of undepreciated book
value carried forward on redeveloped properties totaled $8,116,000. Depreciation
is provided on a straight-line basis over the assets estimated useful lives
which range from 7 to 40 years. Tenant allowances are amortized on a
straight-line basis over the lives of the related leases, which approximates the
useful lives of the assets. Additions to real estate include interest expense
capitalized during construction of $12,171,000, $12,269,000, and $7,012,000 for
the years ended December 31, 2001, 2000, and 1999.
The Company's properties are reviewed for impairment if events or changes
in circumstances indicate that the carrying amount of the property may not be
recoverable. In such an event, a comparison is made of the current and projected
operating cash flows of each such property into the foreseeable future on an
undiscounted basis to the carrying amount of such property. Such carrying amount
would be adjusted, if necessary, to estimated fair value to reflect an
impairment in the value of the asset.
CASH AND CASH EQUIVALENTS: Cash and cash equivalents consist of highly
liquid investments purchased with original maturities of three months or less.
Cash and cash equivalents does not include cash escrowed under loan agreements
and cash restricted in connection with an officer's deferred compensation
payable.
MARKETABLE SECURITIES: The Company has classified debt and equity
securities which it intends to hold for an indefinite period of time
(including warrants to acquire equity securities) as securities available for
sale; equity securities it intends to buy and sell on a short term basis as
trading securities; and preferred stock investments as securities held to
maturity. Unrealized gains and losses on trading securities are included in
earnings. Unrealized gains and losses on securities available for sale are
included as a component of shareholders' equity and other comprehensive
income. Realized gains or losses on the sale of securities are recorded based
on specific identification. A portion of the Company's preferred stock
investments are redeemable and accounted for in accordance with EITF 99-20
"Recognition of Interest Income and Impairment on Purchased and Retained
Beneficial Interests in Securitized Financial Assets." Income is recognized
by applying the prospective method of adjusting the yield to maturity based
on an estimate of future cash flows. If the value of the investment based on
the present value of the future cash flows is less than the Company's
carrying amount, the investments will be written-down to fair value through
earnings.
-97-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
At December 31, 2001 and 2000, marketable securities had an aggregate cost
of $117,284,000 and $129,023,000 and an aggregate market value of $126,774,000
and $120,340,000 (of which $13,888,000 and $13,713,000 represents trading
securities; $49,763,000 and $57,945,000 represents securities available for
sale; and $63,123,000 and $48,682,000 represent securities held to maturity).
Gross unrealized gains and losses were $14,738,000 and $5,243,000 at December
31, 2001, and $8,159,000 and $16,842,000 at December 31, 2000.
NOTES AND MORTGAGE LOANS RECEIVABLE: The Company evaluates the
collectibility of both interest and principal of each of its loans, if
circumstances warrant, to determine whether it is impaired. A loan is considered
to be impaired, when based on current information and events, it is probable
that the Company will be unable to collect all amounts due according to the
existing contractual terms. When a loan is considered to be impaired, the amount
of the loss accrual is calculated by comparing the recorded investment to the
value determined by discounting the expected future cash flows at the loan's
effective interest rate or, as a practical expedient to the value of the
collateral if the loan is collateral dependent. Interest on impaired loans is
recognized on a cash basis.
DEFERRED CHARGES: Direct financing costs are deferred and amortized over
the terms of the related agreements as a component of interest expense. Direct
costs related to leasing activities are capitalized and amortized on a
straight-line basis over the lives of the related leases. All other deferred
charges are amortized on a straight-line basis, which approximates the effective
interest rate method, in accordance with the terms of the agreements to which
they relate.
GOODWILL: The excess of purchase price over the fair value of assets
acquired is capitalized and amortized on a straight-line basis over the
estimated useful lives which range from 10 to 40 years. Goodwill is reviewed for
impairment if events or changes in circumstances indicate that the carrying
amount may not be recoverable. In such event, a comparison is made of the
current and projected operating cash flows of the related assets into the
foreseeable future on an undiscounted basis to the carrying amount of both the
asset and related goodwill. Such carrying amount would be adjusted, if
necessary, to estimate value to reflect an impairment in the value of the
goodwill.
FAIR VALUE OF FINANCIAL INSTRUMENTS: All financial instruments of the
Company are reflected in the accompanying consolidated balance sheets at amounts
which, in management's estimation, based upon an interpretation of available
market information and valuation methodologies (including discounted cash flow
analyses with regard to fixed rate debt) are considered appropriate, and
reasonably approximate their fair values. Such fair value estimates are not
necessarily indicative of the amounts that would be realized upon disposition of
the Company's financial instruments.
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 entered into after
November 14, 1985, if they provide for varying rents over the lease terms.
Contingent rents are not recognized until realized.
INCOME TAXES: The Company operates in a manner intended to enable it to
continue to qualify as a REIT under Sections 856-860 of the Internal Revenue
Code of 1986, as amended. Under those sections, a REIT which distributes at
least 90% of its REIT taxable income as a dividend to its shareholders each year
and which meets certain other conditions will not be taxed on that portion of
its taxable income which is distributed to its shareholders. The Company will
distribute to its shareholders 100% of its taxable income before the first
distribution of the 2002 calendar year. Therefore, no provision for Federal
income taxes is required. Dividend distributions for the years ended December
31, 2001, 2000 and 1999, were characterized for Federal income tax purposes as
ordinary income.
The Company owns stock in corporations that have elected to be treated for
Federal income tax purposes, as taxable REIT subsidiaries ("TRS"). The value of
the combined TRS stock cannot and does not exceed 20% of the value of the
Company's total assets. A TRS is taxable on its net income at regular corporate
tax rates. For the 2001 tax year, the total tax is approximately $1,050,000.
-98-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The net basis of the Company's assets and liabilities for tax purposes is
approximately $1,069,000,000 lower than the amount reported for financial
statement purposes. At December 31, 2001, the Company had a capital loss
carryover of approximately $83,000,000. The capital loss carryover is available
to offset future capital gains that would otherwise be required to be
distributed as dividends to shareholders.
AMOUNTS PER SHARE: Basic earnings per share is computed based on average
shares outstanding. Diluted earnings per share considers the effect of
outstanding options, warrants and convertible or redeemable securities.
STOCK OPTIONS: The Company accounts for stock-based compensation using the
intrinsic value method. Under the intrinsic value method compensation cost is
measured as the excess, if any, of the quoted market price of the Company's
stock at the date of grant over the exercise price of the option granted.
Compensation cost for stock options, if any, is recognized ratably over the
vesting period. The Company's policy is to grant options with an exercise price
equal to the quoted market price of the Company's stock on the grant date.
Accordingly, no compensation cost has been recognized for the Company's stock
option plans.
RECENTLY ISSUED ACCOUNTING STANDARDS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, as amended, which establishes accounting and
reporting standards requiring every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or liability measured at its fair value. The Statement
requires that changes in the derivative instrument's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. The
Company's investment securities include stock purchase warrants received from
companies that provide fiber-optic network and broadband access to the Company's
Office division tenants. Statement 133 requires these warrants to be
marked-to-market at each reporting period with the change in value recognized
currently in earnings. The Company has previously marked-to-market changes in
value through accumulated other comprehensive loss. Under Statement 133, those
changes are recognized through earnings, and accordingly, the Company has
reclassified $4,110,000 from accumulated other comprehensive loss to the
consolidated statement of income as the cumulative effect of change in
accounting principle as of January 1, 2001. Future changes in value of such
securities will be recorded through earnings. The Company does not currently
utilize derivatives for hedging purposes and does not engage in speculative
activities.
In June 2001, the Financial Accounting Standards Board issued SFAS No.
141, BUSINESS COMBINATIONS (effective July 1, 2001) and SFAS No. 142, GOODWILL
AND OTHER INTANGIBLE ASSETS (effective January 1, 2002). SFAS No. 141 prohibits
pooling-of-interests accounting for acquisitions. SFAS No. 142 specifies that
goodwill and some intangible assets will no longer be amortized but instead be
subject to periodic impairment testing. In the first quarter of 2002, the
Company will write-off goodwill of approximately $32,491,000, of which (i)
$18,000,000 represents its share of the goodwill arising from the Company's
investment in Temperature Controlled Logistics and (ii) $14,491,000 represents
goodwill arising from the Company's acquisition of the Hotel Pennsylvania. The
write-off will be reflected as a cumulative effect of a change in accounting
principle. Amortization of goodwill during 2001 was approximately $1,116,000.
In August 2001, 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 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 Company does not anticipate that the adoption of these statements
will 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.
-99-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3. ACQUISITIONS AND DISPOSITIONS
The Company completed approximately $1,611,600,000 of real estate
acquisitions or investments from January 1, 2001 through February 2002 and
$404,000,000 in 2000. These acquisitions were consummated through subsidiaries
or preferred stock affiliates of the Company and were recorded under the
purchase method of accounting. Related net assets and results of operations have
been included in these financial statements since their respective dates of
acquisition. The pro forma effect of the acquisitions, other than Charles E.
Smith Commercial Realty, were not material to the Company's historical results
of operations.
OFFICE:
CHARLES E. SMITH COMMERCIAL REALTY INVESTMENT ("CESCR")
See, Note 17 -- "Subsequent Events"
7 WEST 34TH STREET
On November 1, 2000, the Company acquired 7 West 34th Street, a Manhattan
office building containing 479,000 square feet for $128,000,000.
RETAIL:
STARWOOD-CERUZZI JOINT VENTURES
In the first quarter of 2000, the Company and its joint venture partner
acquired 2 fee interests containing 210,000 square feet and 4 leasehold
interests containing 400,000 square feet in properties located in Pennsylvania,
Virginia, Maryland and Ohio formerly occupied by Hechinger, Inc., a home
improvement retailer which was liquidated. The purchase price was $27,425,000,
of which the Company's share was 80%.
MERCHANDISE MART PROPERTIES:
33 NORTH DEARBORN STREET
On September 21, 2000 the Company acquired 33 North Dearborn Street, a
321,000 square foot office building in Chicago for $35,000,000 of which
$19,000,000 was debt.
L.A. MART
On October 2, 2000, the Company acquired the 724,000 square foot L.A. Mart
in Los Angeles and its 9.3 acre site for $54,000,000, of which $10,000,000 was
debt.
OTHER REAL ESTATE INVESTMENTS:
LOAN TO COMMONWEALTH ATLANTIC PROPERTIES, INC. ("CAPI")
In March 1999, in connection with the Company's acquisition of land
under certain of the CESCR office properties from CAPI, the Company made a
$41,200,000 loan to CAPI, which matures in June 2004. Interest on the loan
was 8.5% at December 31, 2001. The loan is secured by approximately 1,100,000
units of Vornado Realty, L.P. Series E-1 Convertible Preferred Units (with a
liquidation value of $55,000,000 at December 31, 2001) issued to CAPI in
connection with the acquisition. Each Series E-1 Unit is convertible into
1.1364 shares of Vornado Realty Trust.
-100-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
NEWKIRK JOINT VENTURES
During 2000, the Company completed acquisitions of additional equity
investments in certain limited partnerships for $10,526,000, including
$1,334,000 in cash and $9,192,000 in Operating Partnership units.
STUDENT HOUSING JOINT VENTURE
On January 28, 2000, the Company and its joint venture partner, acquired a
252-unit student housing complex in Gainesville, Florida, for approximately
$27,000,000, of which $19,600,000 was debt. The Company's share of this
investment is 90%.
ALEXANDER'S
On March 31, 2000, the Company increased its ownership in Alexander's from
32% to 32.9% by acquiring 41,500 shares of Alexander's common stock for
$2,740,000. On April 11, 2000, the Company acquired an additional 10,400
shares for $674,000, thereby increasing its ownership interest to 33.1%.
LOAN TO NORTHSTAR PARTNERSHIP L.P.
On September 19, 2000, the Company acquired $75,000,000 of subordinated
unsecured debt of NorthStar Partnership, L.P. ("NorthStar"), a private real
estate company, for $65,000,000. The loan bears interest at 11.5% per annum,
requires quarterly principal payments of $2,500,000 and matures in May 2002. All
of the quarterly principal payment have been received by the Company in
accordance with the loan agreement with the exception of the payment due on
September 28, 2001 which was not received until October 30, 2001.
LOAN TO PRIMESTONE INVESTMENT PARTNERS, L.P.
On September 28, 2000, the Company made a $62,000,000 loan to
Primestone Investment Partners, L.P. The Company received a 1% upfront fee
and is entitled to receive certain other fees aggregating approximately 3%
upon repayment of the loan. The loan bears interest at 16% per annum.
Primestone Investment Partners, L.P. defaulted on the repayment of this loan
on October 25, 2001. The Company's 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 are secured by 7,944,893
partnership units in Prime Group Realty, L.P., the operating partnership of
Prime Group Realty Trust (NYSE:PGE), which units are exchangeable for the
same number of shares of PGE. The loans are also guaranteed by affiliates of
the borrower. The Company has commenced foreclosure proceedings with respect
to the collateral.
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. Under the terms of the
participation agreement, cash payments received shall be applied (i) first,
to the reimbursement of reimbursable out-of-pocket costs and expenses
incurred in connection with the servicing, administration or enforcement of
the loans after November 19, 2001, (ii) second, to the Company and Cadim pro
rata in proportion to the amount of interest and fees owed to them (all of
such fees and interest accrued through November 19, 2001 are for the account
of Vornado and all of such fees and interest accrued after November 19, 2001
accrue on a 50/50 basis to the Company and Cadim) and (iii) third, 50% to the
Company and 50% to Cadim. The Company has agreed that in the event the
Company acquires the collateral in a foreclosure proceeding it will, upon the
request of Cadim, deliver 50% of such collateral to Cadim.
For financial reporting purposes, the gross amount of the loan,
$106,768, is included in "Notes and mortgage loans receivable" and Cadim's
50% participation, $50,000,000 is reflected in "Other liabilities". The
Company did not recognize income on these loans for the period from November
19, 2001 through December 31, 2001, and will not recognize income until such
time that cash is received or foreclosure proceedings have been consummated.
The Company believes that the value of the collateral and the guarantees is
sufficient to cover the carrying amount of the loans receivable including
unpaid interest and fees.
-101-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
LOAN TO DEARBORN CENTER
The Company's investment of $21,522,000 represents a 38.5% interest in
$55,901,000 funded of a $65,000,000 mezzanine loan to an entity whose sole
asset is Dearborn Center, a 1.5 million square foot high-rise office tower
under construction in Chicago. The entity is owned by Prime Group Realty L.P.
and another investor. The Company is a member of a loan syndicate led by a
money center bank. The proceeds of the loan are being used to finance the
construction, and are subordinate to a $225,000 first mortgage. The loan is
due January 21, 2004, three years from the date of the initial draw, and
provides for a one year extension at the borrower's option (assuming net
operating income at a specified level and a cash reserve sufficient to fund
interest for the extension period). The loan bears interest at 12% per annum
plus additional interest ranging from a minimum of 9.5% to a maximum of 13%
if certain leasing thresholds are not met.
DISPOSITIONS:
The following table sets forth the details of net gain on disposition of
wholly-owned and partially-owned assets for the years ended December 31, 2001,
2000 and 1999:
($ in thousands)
2001 2000 1999
------------ ------------ ------------
WHOLLY-OWNED ASSETS:
Net gain from condemnation proceeding ......................... $ 3,050 $ -- $ --
Write-off of investments in technology companies .............. (16,513) -- --
Net gain on sale of other real estate ......................... -- 10,965 --
PARTIALLY-OWNED ASSETS:
After-tax net gain on sale of Park Laurel condominium units ... 15,657 -- --
Net gain on sale of 570 Lexington Avenue ...................... 12,445 -- --
Write-off of net investment in the Russian Tea Room ("RTR") .. (7,374) -- --
Other ......................................................... 160 -- --
------------ ------------ ------------
$ 7,425 $ 10,965 $ --
============ ============ ============
NET GAIN FROM CONDEMNATION PROCEEDING
In September 1998, Atlantic City condemned the Company's property. In the
third quarter of 1998, the Company recorded a gain of $1,694,000, which
reflected the condemnation award of $3,100,000, net of the carrying value of the
property of $1,406,000. The Company appealed the amount and on June 27, 2001,
was awarded an additional $3,050,000, which has been recorded as a gain in the
quarter ended June 30, 2001.
WRITE-OFF INVESTMENTS IN TECHNOLOGY COMPANIES
In the first quarter of 2001, the Company recorded a charge of $4,723,000
resulting from the write-off of an equity investment in a technology company. In
the second quarter of 2001, the Company recorded an additional charge of
$13,561,000 resulting from the write-off of all of its remaining equity
investments in technology companies due to both the deterioration of the
financial condition of these companies and the lack of acceptance by the market
of certain of their products and services. In the fourth quarter of 2001, the
Company recorded $1,481,000 of income resulting from the reversal of a deferred
rent liability relating to the termination of an agreement permitting one of the
technology companies access to its properties.
550/600 MAMARONECK AVENUE
On August 6, 2001, the Company sold its leasehold interest in 550/600
Mamaroneck Avenue for $22,500,000, which approximated book value.
NET GAIN ON SALE OF OTHER REAL ESTATE
During 2000, the Company sold (i) its three shopping centers located in
Texas for $25,750,000, resulting in a gain of $2,560,000 and (ii) its Westport,
Connecticut office property for $24,000,000, resulting in a gain of $8,405,000.
PARK LAUREL CONDOMINIUM PROJECT
In the third quarter of 2001, the Park Laurel joint venture (69% owned by
the Company) completed the sale of 52 condominium units of the total 53 units
and received proceeds of $139,548,000. The Company's share of the after tax net
gain was $15,657,000. The Company's share of the after-tax net gain reflects
$3,953,000 (net of tax benefit of $1,826,000) awards accrued under the venture's
incentive compensation plan.
-102-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
570 LEXINGTON AVENUE
On May 17, 2001, the Company sold its 50% interest in 570 Lexington Avenue
for $60,000,000, resulting in a gain of $12,445,000.
WRITE-OFF OF NET INVESTMENT IN RTR
In the third quarter of 2001, the Company wrote-off its entire net
investment of $7,374,000 in RTR based on the operating losses and an assessment
of the value of the real estate.
4. INVESTMENTS IN PARTIALLY-OWNED ENTITIES
The Company's investments in partially-owned entities and income
recognized from such investments is disclosed below. Summarized financial data
is provided for (i) investments in entities which exceed 10% of the Company's
total assets and (ii) investments in which the Company's share of
partially-owned entities pre-tax income exceeds 10% of the Company's net income.
BALANCE SHEET DATA:
($ in thousands) 100% OF THESE ENTITIES
------------------------
COMPANY'S INVESTMENT TOTAL ASSETS
------------------------- ------------------------
PERCENTAGE
OWNERSHIP 2001 2000 2001 2000
---------- ----------- ----------- ----------- -----------
INVESTMENTS:
Temperature Controlled
Logistics ............................. 60% $ 474,862 $ 469,613 $ 1,379,212 $ 1,406,299
=========== ===========
Charles E. Smith
Commercial Realty L.P.(1) .............. 34% 347,263 325,328 $ 1,308,297 $ 1,279,809
=========== ===========
Alexander's ............................. 33.1% 188,522 178,413 $ 583,339 $ 403,305
=========== ===========
Newkirk Joint
Ventures (2) .......................... 30% 191,534 163,157 $ 722,293
===========
Hotel Pennsylvania (3) .................. -- 73,531
Partially - Owned
Office Buildings (4) .................. 34% 23,346 62,174
Starwood Ceruzzi
Joint Venture ......................... 80% 25,791 28,847
Park Laurel(5) .......................... 80% (4,745) 70,007
Management companies
and other (6) ......................... 23,622 61,487
----------- -----------
$ 1,270,195 $ 1,432,557
=========== ===========
100% OF THESE ENTITIES
----------------------------------------------------
TOTAL DEBT TOTAL EQUITY
-------------------------- ------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
INVESTMENTS:
Temperature Controlled
Logistics ............................. $ 602,530 $ 561,321 $ 791,437 $ 755,603
=========== =========== =========== ===========
Charles E. Smith
Commercial Realty L.P.(1) ............. $ 1,503,057 $ 1,492,230 $ (307,584) $ (318,949)
=========== =========== =========== ===========
Alexander's ............................. $ 515,831 $ 367,787 $ 45,081 $ 17,695
=========== =========== =========== ===========
Newkirk Joint
Ventures (2) .......................... $ 879,840 $ (157,547)
=========== ===========
Hotel Pennsylvania (3) ..................
Partially - Owned
Office Buildings (4) ..................
Starwood Ceruzzi
Joint Venture .........................
Park Laurel(5) ..........................
Management companies
and other (6) .........................
----------
(1) Vornado owned a 34% interest in CESCR in 2001 and 2000. On January 1,
2002, the Company acquired the remaining 66% of CESCR. See Note 3 -
"Acquisitions and Dispositions" for details of the acquisition.
(2) The Company's investment in and advances to Newkirk Joint Ventures is
comprised of
December 31, 2001 December 31, 2000
----------------- -----------------
Investments in limited partnerships ................ $145,107 $116,730
Mortgages and loans receivable ..................... 39,511 39,511
Other .............................................. 6,916 6,916
-------- --------
Total .............................................. $191,534 $163,157
======== ========
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
February 1, 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) As of December 31, 2000, the Company owned 98% of the hotel portion which
was owned through a preferred stock affiliate. On January 1, 2001, the
Company acquired the common stock of the preferred stock affiliate and
converted it to a taxable REIT subsidiary. Accordingly, the hotel portion
is consolidated in 2001.
(4) Represents the Company's interests in 330 Madison Avenue (24.8%), 825
Seventh Avenue (50%) and 570 Lexington Avenue (50%). On May 17, 2001, the
Company sold its 50% interest in 570 Lexington Avenue for $60,000,
resulting in a gain of $12,445.
(5) The credit balance at December 31, 2001, is a result of the accrual of
awards under the venture's incentive compensation plan.
(6) On January 1, 2001, the Company acquired the common stock of the preferred
stock affiliates and converted them to taxable REIT subsidiaries.
Accordingly the management companies are consolidated in 2001.
-103-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Below is a summary of the debt of partially owned entities as of December
31, 2001 and 2000, none of which is guaranteed by the Company.
100%
PARTIALLY-OWNED ENTITIES
($ in thousands) DEBT
--------------------------
2001 2000
---------- ----------
Alexander's (33.1% interest):
Term loan secured by all of Alexander's assets except for the Kings
Plaza Regional Shopping Center:
Portion financed by the Company due on March 15, 2002 with interest
at 13.74% .................................................................... $ 95,000 $ 95,000
Portion financed by a bank, due March 15, 2002, with interest at LIBOR + 1.85%
(3.75% at December 31, 2001) (extended to March 15, 2003) .................... 10,000 20,000
Unsecured Line of Credit financed by the Company, due on March 15, 2002 with interest
at 13.74% ............................................................................ 24,000 20,000
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) ........................... 221,831 114,525
Paramus mortgage payable, due in October 2011, with interest at 5.92%
(prepayable without penalty) ......................................................... 68,000 --
Other notes and mortgages payable ........................................................ 15,000 36,262
Temperature Controlled Logistics (60% interest):
Mortgage notes payable collateralized by 58 temperature controlled
warehouses, due in May 2008, requires amortization based on a 25 year
term with interest at 6.89% (prepayable with yield maintenance) ...................... 563,782 527,207
Other notes and mortgages payable ........................................................ 38,748 34,114
Hotel Pennsylvania - Hotel (98% interest):
Mortgage payable, due in October 2002, requires amortization based on
a 25 year term, with interest at LIBOR + 1.60% (3.74% at December
31, 2001) (prepayable without penalty) ............................................... N/A 70,514
Newkirk Joint Ventures (30% 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 11.89% at December 31, 2001 (various prepayment rights) ............. 879,840 837,190
Charles E. Smith Commercial Realty L.P. (34% interest):
29 mortgages payable due from 2002 through 2030, with interest from 3.60%
to 10.21% at December 31, 2001 (various prepayment rights) ........................... 1,470,057 1,458,230
Unsecured line of credit due in October 2003, with interest
at 4.87% at December 31, 2001 ........................................................ 33,000 34,000
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
825 Seventh Avenue (50% interest) mortgage payable, due in October 2014,
with interest at 8.07% (prepayable with yield maintenance) ........................... 23,552 43,768
Las Catalinas Mall (50% interest):
Mortgage notes payable, due in November 2013 with interest at 6.97%
(prepayable after December 2002 with yield maintenance) .............................. 68,591 69,430
Russian Tea Room (50% interest) mortgages payable, due in March 2002, with
interest at Prime plus 50 basis points (5.25% at December 31, 2001) .................. 13,000 13,000
The Company's share of the debt of partially owned entities was
$1,319,535,000 and $1,328,388,000 as of December 31, 2001 and 2000.
-104-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INCOME STATEMENT DATA:
COMPANY'S INCOME 100% OF THESE ENTITIES
FROM PARTIALLY OWNED ------------------------------
ENTITIES TOTAL REVENUES
-------------------------------- ------------------------------
2001 2000 1999 2001 2000 1999
-------- -------- -------- -------- -------- --------
($ in thousands)
Income applicable to
Alexander's: 33.1% share of equity in
income (loss) (29.3% prior to
October 1999) (1) ................... $ 7,295 $ 1,105 $ 1,021 $ 69,343 $ 63,965 $ 64,390
======== ======== ========
Interest income ........................ 11,899 11,948 6,406
Management and leasing fee income (1) .. 5,354 4,310 4,345
-------- -------- --------
$ 24,548 $ 17,363 $ 11,772
======== ======== ========
Temperature Controlled Logistics:
60% share of equity in net income ...... $ 12,093 $ 23,244 $ 31,468 $126,957 $154,341 $264,266
======== ======== ========
Management Fee (40% of 1%
per annum of the Total
Combined Assets, as defined) ........ 5,354 5,534 5,254
-------- -------- --------
17,447 28,778 36,722
Charles E. Smith Commercial
Realty L.P (34% interest)(2) ........... 28,653 25,724 18,817 $382,502 $344,084 $307,377
======== ======== ========
Newkirk Joint Ventures
(30% interest):
Equity in income of limited
partnerships ...................... 25,470 18,632 18,601 $179,551
========
Interest and other income ........... 5,474 5,894 1,321
Hotel Pennsylvania (3) ..................... -- 8,072 5,095
Partially-Owned Office Buildings (4) ....... 4,093 2,832 1,743
Management companies and other ............. (525) (3,278) (3,739)
-------- -------- --------
$ 80,612 $ 86,654 $ 78,560
======== ======== ========
100% OF THESE ENTITIES
------------------------------
NET INCOME (LOSS)
------------------------------
2001 2000 1999
-------- -------- --------
Income applicable to
Alexander's: 33.1% share of equity in
income (loss) (29.3% prior to
October 1999) (1) ................... $ 27,386 $ 5,197 $ 5,524
======== ======== ========
Interest income ........................
Management and leasing fee income (1) ..
Temperature Controlled Logistics:
60% share of equity in net income ...... $ 16,647 $ 37,284 $ 54,198
======== ======== ========
Management Fee (40% of 1%
per annum of the Total
Combined Assets, as defined) ........
Charles E. Smith Commercial
Realty L.P (34% interest)(2) ........... $ 82,713 $ 76,707 $ 61,009
======== ======== ========
Newkirk Joint Ventures
(30% interest):
Equity in income of limited
partnerships ...................... $ 84,900
=========
Interest and other income ...........
Hotel Pennsylvania (3) .....................
Partially-Owned Office Buildings (4) .......
Management companies and other .............
----------
(1) Equity in income for the year ended December 31, 2001, includes $6,298
representing the Company's share of Alexander's gain on sale of its
Fordham Road property on January 12, 2001 and is after a charge of $1,684
representing the Company's share of abandoned development costs. Equity in
income excludes $1,170 representing the Company's share of Alexander's
extraordinary gain on the early extinguishment of debt on its Fordham Road
property because it is reflected as an extraordinary item in the
consolidated statements of income. Management and leasing fee income
include a fee of $520 paid to the Company in connection with the sale of
Fordham Road.
(2) The Company owned a 34% interest in CESCR. On January 1, 2002, the Company
acquired the remaining 66% of CESCR it did not previously own. See Note 17
- "Subsequent Events" for details of the acquisition.
(3) As of December 31, 2000, the Company owned 98% of the hotel portion which
was owned through a preferred stock affiliate. On January 1, 2001, the
Company acquired the common stock of the preferred stock affiliate and
converted it to a taxable REIT subsidiary. Accordingly, the hotel portion
is consolidated in 2001.
(4) Represents the Company's interests in 330 Madison Avenue (24.8%), 825
Seventh Avenue (50%) and 570 Lexington Avenue (50%). On May 17, 2001, the
Company sold its 50% interest in 570 Lexington Avenue for $60,000,
resulting in a gain of $12,445 which is not included in income in the
table above.
ALEXANDER'S
The investment in and loans and advances to Alexander's are comprised of:
($ in thousands) DECEMBER 31,
-------------------
2001 2000
-------- --------
Common stock, including equity in income and $3,996 and $3,396 of
accumulated depreciation of buildings .......................... $ 64,928 $ 62,267
Loan receivable .................................................... 119,000 115,000
Leasing fees and other receivables ................................. 4,594 1,146
-------- --------
$188,522 $178,413
======== ========
-105-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
OWNERSHIP
At December 31, 2001, the Company had a 33.1% ownership interest in
Alexander's. In addition, Interstate Properties and its partners owned
approximately 15.5% of the common shares of beneficial interest of the Company
and 27.5% of Alexander's common stock. Interstate Properties is a general
partnership in which Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are
partners. Mr. Roth is the Chairman of the Board and Chief Executive Officer of
the Company, the Managing General Partner of Interstate Properties, and the
Chief Executive Officer and a director of Alexander's. Messrs. Mandelbaum and
Wight are trustees of the Company and are also directors of Alexander's.
At December 31, 2001, the Company had loans receivable from Alexander's of
$119,000,000, including $24,000,000 drawn under the $50,000,000 line of credit
the Company granted to Alexander's on August 1, 2000. The interest rates on the
loan and the line of credit were extended to April 15, 2003. The interest rates
on the loan and line of credit will reset on March 15, 2002, and quarterly
thereafter, using the same spread to treasuries as presently exists with a 3%
floor for treasuries.
REAL ESTATE AND DEVELOPMENT ACTIVITY
Alexander's has completed the excavation and foundation for its Lexington
Avenue property development project. The development plan is to construct a 1.4
million square foot multi-use building comprised of a commercial portion, which
may include a combination of retail stores and offices; and a residential
portion consisting of condominium units. There can be no assurance that the
residential portion will be built. The funding required for the proposed
building will be in excess of $650,000,000. Alexander's is exploring various
alternatives for financing the project, including equity, debt, joint ventures
and asset sales, which may involve arrangements with the Company.
On May 1, 2001 Alexander's entered into a lease agreement with Bloomberg
L.P., for approximately 700,000 square feet of office space. The initial term of
the lease is for 25 years, with one ten-year renewal option. Base annual net
rent is $34,221,000 in each of the first four years and $38,226,000 in the fifth
year with similar percentage increases each four years. There can be no
assurance that this project ultimately will be completed, completed on time or
completed for the budgeted amount. If the project is not completed on a timely
basis, the lease may be cancelled and significant penalties may apply.
On January 12, 2001, Alexander's sold its Fordham Road property located in
Bronx, New York for $25,500,000, which resulted in a gain of $19,026,000. In
addition, Alexander's paid off the mortgage on this property at a discount,
which resulted in an extraordinary gain from early extinguishment of debt of
$3,534,000 in the first quarter of 2001.
On October 5, 2001, Alexander's entered into a ground lease for its
Paramus, N.J. property with IKEA Property, Inc. The lease has a 40-year term
with an option to purchase at the end of the 20th year for $75,000,000. Further,
Alexander's has obtained a $68,000,000 interest only, non-recourse mortgage loan
on the property from a third party lender. The interest rate on the debt is
5.92% with interest payable monthly until maturity in October, 2011. The triple
net rent each year is the sum of $700,000 plus the amount of debt service on the
mortgage loan. If the purchase option is not exercised at the end of the 20th
year, the triple net rent for the last 20 years must include debt service
sufficient to fully amortize the $68,000,000 over the remaining 20 year lease
period.
AGREEMENTS WITH ALEXANDER'S
Alexander's is managed by and its properties are leased by the Company,
pursuant to agreements with a one-year term expiring in March of each year which
are automatically renewable. The annual management fee payable to the Company by
Alexander's is equal to the sum of (i) $3,000,000, (ii) 3% of the gross income
from the Kings Plaza Mall, and (iii) 6% of development costs with minimum
guaranteed fees of $750,000 per annum.
The leasing agreement provides for the Company to generally receive a fee
of (i) 3% of sales proceeds and (ii) 3% of lease rent for the first ten years of
a lease term, 2% of lease rent for the eleventh through the twentieth years of a
lease term and 1% of lease rent for the twenty-first through thirtieth year of a
lease term, subject to the payment of rents by Alexander's tenants. Such amount
is receivable annually in an amount not to exceed $2,500,000 until the present
value of such installments (calculated at a discount rate of 9% per annum)
equals the amount that would have been paid at the time the transactions which
gave rise to the commissions occurred. At December 31, 2001, $2,249,000 is due
to the Company under this agreement.
-106-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5. DEBT
Following is a summary of the Company's debt:
($ in thousands) DECEMBER 31,
-----------------------
2001 2000
---------- ----------
Notes and Mortgage Payable:
Fixed Interest:
Two Penn Plaza mortgage payable, due in March 2004, requires
amortization based on a 25 year term with interest at 7.08%
(prepayable with penalty fee) ........................................................ $ 157,697 $ 160,518
Washington Office Center mortgage payable, due in February 2004, requires
amortization based on a 25 year term with interest at 6.80% (prepayable
with yield maintenance) .............................................................. 46,572 48,102
866 UN Plaza mortgage payable, due in April 2004, with interest at 7.79% ................ 33,000 33,000
888 Seventh Avenue mortgage payable, due in February 2006, with interest
at 6.63% (prepayable with yield maintenance) (1) ..................................... 105,000 55,000
Eleven Penn Plaza mortgage payable, due in June 2007, requires amortization
based on a 25 year term with interest at 8.39% (prepayable after 2003
with yield maintenance) .............................................................. 51,376 52,289
Montehiedra Town Center mortgage pass-through certificates, due in
April 2027, requires amortization based on 30 year term with interest at 8.23%
(prepayable with yield maintenance) .................................................. 60,359 61,021
Green Acres Mall and Plaza mortgage payable, due in March 2008, requires
amortization based on a 30 year term with interest at 6.75% (prepayable
with yield maintenance) .............................................................. 152,894 154,928
Cross collateralized mortgages payable on 42 shopping centers due in
February 2010, requires amortization based on a 30 year term with
interest at 7.93% (prepayable with penalty until 2009) (2) ........................... 492,156 496,764
Market Square Complex mortgage payable, due in July 2011, requires
amortization based on an 18 year term with interest at 7.95% (3) ..................... 49,702 44,134
Industrial warehouses cross-collateralized mortgage payable, due in
October 2011, requires amortization based on a 30 year term with
interest at 6.95% (4) ................................................................ 50,000 --
Washington Design Center mortgage payable, due in October 2011, requires
amortization based on a 30 year term with interest at 6.95% (prepayable
after 2003) (5) ...................................................................... 48,959 23,632
Other mortgages payable ................................................................. 46,853 56,524
---------- ----------
1,294,568 1,185,912
Variable Interest:
Two Park Avenue mortgage payable, due on March 1, 2003, interest at LIBOR plus 1.65%
(3.38% at December 31, 2001) (prepayable without penalty) (6) ........................ 90,000 90,000
One Penn Plaza mortgage payable, due in June 2002, interest at LIBOR plus 1.25%
(3.34% at December 31, 2001) (prepayable without penalty) ............................ 275,000 275,000
350 North Orleans mortgage payable, due in June 2002, interest at LIBOR + 1.65%
(3.84% at December 31, 2001) (prepayable with yield maintenance) ..................... 70,000 70,000
909 Third Avenue mortgage payable, due in August 2003, interest at LIBOR + 1.65%
(3.52% at December 31, 2001) (prepayable with penalty fee) ........................... 105,253 107,879
770 Broadway/595 Madison Avenue cross-collateralized mortgage payable,
due on August 1, 2002, interest at LIBOR + .40% (2.27% at December 31, 2001) (7) ..... 123,500 173,500
33 North Dearborn Street mortgage payable, due in September 2003, interest at LIBOR
plus 1.75% (3.89% at December 31, 2001) (payable without penalty) .................... 19,000 19,000
Merchandise Mart mortgage payable, due in October 2002, interest at LIBOR plus 1.50%
(3.49% at December 31, 2001) (prepayable with penalty fee) ........................... 250,000 250,000
Hotel Pennsylvania - (commercial) mortgage payable, due in October 2002, requires
amortization based on a 25 year term, with interest at LIBOR + 1.60%
(3.74% at December 31, 2001) (prepayable without penalty) ............................ 115,508 47,009
Palisades construction loan payable, due in January 2003, with interest at
LIBOR + 1.75% (3.91% at December 31, 2001) (prepayable without penalty) .............. 90,526 31,411
Two mortgages payable collateralized by the Market Square
Complex due in 2003, with interest at LIBOR plus 2.0% and Prime plus .50%
(4.05% and 4.25% at December 31, 2001) ............................................... 43,818 13,597
---------- ----------
Total notes and mortgages payable ............................................................. 2,477,173 2,263,308
Unsecured revolving credit facility, interest at LIBOR plus .90% (2.90% at
December 31, 2001) (8) ..................................................................... -- 425,000
---------- ----------
Total Debt ........................................................................... $2,477,173 $2,688,308
========== ==========
-107-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(1) On January 11, 2001, the Company completed a $105,000 refinancing of its
888 Seventh Avenue office building. The loan bears interest at a fixed
rate of 6.63% and matures on January 1, 2006. A portion of the proceeds
received were used to repay the then existing mortgage of $55,000.
(2) On March 1, 2000 the Company completed a $500,000 private placement of
10-year, 7.93% mortgage notes, cross-collateralized by 42 shopping center
properties, resulting in net proceeds of approximately $490,000. In
connection therewith, the Company repaid $228,000 of existing mortgage
debt scheduled to mature on December 1, 2000 and $262,000 outstanding
under its revolving credit facility. In connection with the repayment of
this debt, the Company recorded an extraordinary loss of $1,125 in the
first quarter of 2000 due to the write-off of unamortized financing costs.
(3) On July 11, 2001, the Company completed a $50,000 refinancing of its
Market Square Complex. The loan bears interest at a fixed rate of 7.95%
per annum and matures in July, 2011. The proceeds received were used to
repay the then existing mortgage of $49,000.
(4) On September 20, 2001, the Company completed a $50,000 mortgage financing,
cross-collateralized by its eight industrial warehouse properties. The
loan bears interest at a fixed rate of 6.95% per annum and matures on
October 1, 2011.
(5) On October 16, 2001, the Company completed a $49,000 refinancing of its
Washington Design Center property. The loan bears interest at a fixed rate
of 6.95% and matures on October 16, 2011. A portion of the proceeds
received were used to repay the then existing mortgage of $23,000.
(6) On March 1, 2000, the Company refinanced its Two Park Avenue office
building for $90,000. Of the proceeds received, the Company repaid the
existing debt of $65,000. The new 3-year debt matures on February 28, 2003
and bears interest at Libor + 1.45% (3.38% at December 31, 2001).
(7) On August 11, 2000, the Company completed a $173,500 mortgage financing,
cross-collaterized by its 770 Broadway and 595 Madison Avenue office
buildings. The loan bears interest at LIBOR + .40% (2.27% at December 31,
2001) and matures on August 1, 2002. At December 31, 2001, the proceeds of
the loan are in a restricted mortgage escrow account, which bears interest
at the same rate as the loan.
(8) On March 21, 2000, the Company renewed its $1,000,000 revolving credit
facility for an additional three years. The covenants of the facility
include, among others, maximum loan to value ratio, minimum debt service
coverage and minimum capitalization requirements. Interest is at LIBOR
plus .90% (2.90% at December 31, 2001). The Company paid origination fees
of $6,700 and pays a commitment fee quarterly of .20 % per annum on the
facility amount.
The net carrying value of properties collateralizing the notes and
mortgages amounted to $3,136,582,000 at December 31, 2001. As at December 31,
2001, the principal repayments for the next five years and thereafter are as
follows:
($ in thousands)
YEAR ENDING DECEMBER 31, AMOUNT
------------------------ --------
2002 ..................................................... $834,008
2003 ..................................................... 348,597
2004 ..................................................... 237,269
2005 ..................................................... --
2006 ..................................................... 105,000
Thereafter ............................................... 952,299
The Company's debt instruments, consisting of mortgage loans secured by
its properties (which generally non-recourse to the Company 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. In addition, 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.
-108-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
6. SHAREHOLDERS' EQUITY
During the three years ended December 31, 2001, the Company sold 9,775,000
of common shares and 8,000,000 of Cumulative Redeemable Preferred Shares. The
following are the details of the sales.
SALE OF COMMON SHARES
On November 19, 2001, the Company sold 9,775,000 common shares pursuant to
an effective registration statement based on the closing price of $40.58 on the
NYSE. The net proceeds to the Company were approximately $377,200,000. In
connection therewith the Company repaid the $285,000,000 then outstanding under
its revolving credit facility.
SALE OF CUMULATIVE REDEEMABLE PREFERRED SHARES
On March 17, 1999, the Company completed the sale of 3,000,000 8.5% Series
B Cumulative Redeemable Preferred Shares, at a price $25.00 per share, pursuant
to an effective registration statement with net proceeds to the Company of
approximately $72,200,000. Further on March 22, 1999, 400,000 shares were sold
when the underwriters exercised their over-allotment option resulting in
additional net proceeds to the Company of $9,700,000.
On May 17, 1999, the Company completed the sale of 4,000,000 8.5% Series C
Cumulative Redeemable Preferred Shares, at a price of $25.00 per share, pursuant
to an effective registration statement with net proceeds to the Company of
approximately $96,900,000. Additionally, on May 19, 1999, 600,000 shares were
sold when the underwriters exercised their over-allotment option resulting in
additional net proceeds to the Company of $14,500,000.
SERIES A PREFERRED SHARES OF BENEFICIAL INTEREST
Beginning in April 2001, these shares became convertible at the Company's
option into common shares of beneficial interest at a current conversion rate of
1.38504 common shares per preferred share.
SERIES B PREFERRED SHARES OF BENEFICIAL INTEREST
These shares are redeemable at the Company's option beginning in March
2004, for the liquidation preference and any accumulated and unpaid
distributions.
SERIES C PREFERRED SHARES OF BENEFICIAL INTEREST
These shares are redeemable at the Company's option beginning in May 2004,
for the liquidation preference and any accumulated and unpaid distributions.
-109-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. EMPLOYEES' SHARE OPTION PLAN
Under the Omnibus Share Plan (the "Plan"), various officers and employees
have been granted incentive share options and non-qualified options to purchase
common shares. Options granted are at prices equal to 100% of the market price
of the Company's shares at the date of grant. Shares vest on a graduated basis,
becoming fully vested 36 months after grant. All options expire ten years after
grant.
The Plan also provides for the award of Stock Appreciation Rights,
Performance Shares and Restricted Stock, as defined, none of which have been
awarded as of December 31, 2001.
If compensation cost for Plan awards had been determined based on fair
value at the grant dates, net income and income per share would have been
reduced to the pro-forma amounts below, for the years ended December 31, 2001,
2000, and 1999:
DECEMBER 31,
------------------------------
2001 2000 1999
-------- -------- --------
(amounts in thousands, except share and per share amounts)
Net income applicable to common shares:
As reported ....................................................... $227,233 $195,301 $169,081
Pro-forma ......................................................... 213,831 177,075 151,836
Net income per share applicable to common shares:
Basic:
As reported .................................................... $ 2.55 $ 2.26 $ 1.97
Pro-forma ...................................................... 2.40 2.05 1.77
Diluted:
As reported .................................................... $ 2.47 $ 2.20 $ 1.94
Pro forma ...................................................... 2.32 2.00 1.74
-110-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The fair value of each option grant is estimated on the date of grant
using an option-pricing model with the following weighted-average assumptions
used for grants in the periods ending December 31, 2001, 2000 and 1999.
DECEMBER 31,
-------------------------------
2001 2000 1999
------- ------- -------
Expected volatility ........................ 17% 17% 19%
Expected life .............................. 5 years 5 years 5 years
Risk-free interest rate .................... 4.38% 5.0% 6.4%
Expected dividend yield .................... 6.0% 6.0% 5.9%
A summary of the Plan's status and changes during the years then ended, is
presented below:
2001 2000 1999
------------------------- ------------------------- -------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
----------- ----------- ----------- ----------- ----------- -----------
Outstanding at January 1 ................ 15,861,260 $ 32.25 11,472,352 $ 32.65 8,724,316 $32.35
Granted ................................. 26,000 35.88 4,863,750 31.02 3,301,550 33.53
Exercised ............................... (314,965) 31.91 (377,440) 26.29 (132,119) 18.64
Cancelled ............................... (119,195) 34.12 (97,402) 34.86 (421,395) 37.71
----------- ----------- -----------
Outstanding at December 31 .............. 15,453,100 $ 32.25 15,861,260 $ 32.26 11,472,352 $32.65
=========== =========== ===========
Options exercisable at December 31 ...... 11,334,124 7,272,878 4,546,429
=========== =========== ===========
Weighted-average fair value of options
granted during the year ended
December 31 (per option) ............ $ 3.46 $ 2.98 $ 4.43
=========== =========== ===========
-111-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes information about options outstanding under
the Plan at December 31,2001:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------------------- -------------------------------------
NUMBER WEIGHTED-AVERAGE NUMBER
RANGE OF OUTSTANDING AT REMAINING WEIGHTED-AVERAGE EXERCISABLE AT WEIGHTED-AVERAGE
EXERCISE PRICE DECEMBER 31, 2001 CONTRACTUAL LIFE EXERCISE PRICE DECEMBER 31, 2001 EXERCISE PRICE
-------------- ----------------- ---------------- ---------------- ----------------- ----------------
$ 6 - $12 43,402 1.1 Years $ 11.42 43,402 $11.42
$17 - $19 325,894 3.1 Years $ 17.75 325,894 $17.75
$23 - $24 3,500,000 4.9 Years $ 23.47 3,500,000 $23.47
$26 - $27 161,570 5.1 Years $ 26.28 161,570 $26.28
$30 - $32 5,009,711 7.8 Years $ 30.73 2,048,126 $30.66
$32 - $36 3,241,446 7.1 Years $ 33.66 2,109,475 $33.64
$36 - $40 266,505 6.4 Years $ 38.89 241,085 $39.13
$41 - $44 97,572 6.0 Years $ 43.06 97,572 $43.06
$45 - $46 2,542,000 5.9 Years $ 45.31 2,542,000 $45.31
$48 - $49 265,000 6.1 Years $ 48.41 265,000 $48.41
----------- -----------
$ 6 - $49 15,453,100 6.5 Years $ 32.25 11,334,124 $32.47
=========== ===========
Shares available for future grant under the Plan at December 31, 2001 were
7,050,074.
8. RETIREMENT PLAN
In December, 1997, benefits under the Company's Retirement Plan were
frozen. Prior to December 31, 1997, the Company's qualified plan covered all
full-time employees. The Plan provided annual pension benefits that were equal
to 1% of the employee's annual compensation for each year of participation. The
funding policy is in accordance with the minimum funding requirements of ERISA.
Pension expense includes the following components:
YEAR ENDED DECEMBER 31,
--------------------------
2001 2000 1999
------ ----- -----
(amounts in thousands, except percentages)
Interest cost on projected benefit obligation ............. $ 565 $ 567 $ 559
Expected return on assets ................................. (412) (374) (387)
Net amortization and deferral ............................. 32 30 53
------ ----- -----
Net pension expense ....................................... $ 185 $ 223 $ 225
====== ===== =====
Assumptions used in determining the net pension expense:
Discount rate ............................................. 7 1/4% 7 3/4% 7 3/4%
Rate of increase in compensation levels ................... --* --* --*
Expected rate of return on assets ......................... 7% 7% 7%
* Not applicable, as benefits under the Plan were frozen in December 1997.
-112-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table sets forth the Plan's funded status and the amount
recognized in the Company's balance sheet:
($ in thousands)
YEAR ENDED DECEMBER 31,
--------------------------------
2001 2000 1999
-------- -------- --------
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year $ 7,530 $ 7,918 $ 8,952
Interest cost 565 567 559
Benefit payments (793) (637) (777)
Experience loss/(gain) 648 (318) (816)
-------- -------- --------
Benefit obligation at end of year 7,950 7,530 7,918
-------- -------- --------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year 5,732 5,284 5,551
Employer contribution 821 698 362
Benefit payments (793) (637) (777)
Actual return on assets 295 387 148
-------- -------- --------
Fair value of plan assets at end of year 6,055 5,732 5,284
-------- -------- --------
Funded status (1,895) (1,798) (2,634)
Unrecognized loss 2,011 1,279 1,279
-------- -------- --------
NET AMOUNT RECOGNIZED $ 116 $ (519) $ (1,355)
======== ======== ========
AMOUNTS RECOGNIZED IN THE
CONSOLIDATED BALANCE SHEET CONSIST OF:
Accrued benefit liability $ (1,895) $ (1,798) $ (2,634)
Accumulated other comprehensive income 2,011 1,279 1,279
-------- -------- --------
NET AMOUNT RECOGNIZED $ 116 $ (519) $ (1,355)
======== ======== ========
Plan assets are invested in U.S. government obligations and securities
backed by U.S. government guaranteed mortgages.
-113-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
9. LEASES
AS LESSOR:
The Company leases space to tenants in office buildings and shopping
centers under operating leases. Most of the leases provide for the payment of
fixed base rentals payable monthly in advance. Shopping center leases provide
for the pass-through to tenants of real estate taxes, insurance and maintenance.
Office building leases generally require the tenants to reimburse the Company
for operating costs and real estate taxes above their base year costs. Shopping
center leases also provide for the payment by the lessee of additional rent
based on a percentage of the tenants' sales. As of December 31, 2001, future
base rental revenue under non-cancelable operating leases, excluding rents for
leases with an original term of less than one year and rents resulting from the
exercise of renewal options, is as follows:
($ in thousands)
YEAR ENDING DECEMBER 31: AMOUNT
----------
2002 .................................................... $ 703,001
2003 .................................................... 678,064
2004 .................................................... 638,973
2005 .................................................... 586,644
2006 .................................................... 531,703
Thereafter .............................................. 3,014,647
These amounts do not include rentals based on tenants' sales. These
percentage rents approximated $2,157,000, $4,825,000, and $2,213,000 for the
years ended December 31, 2001, 2000, and 1999.
In February 2001, Bradlees, which was in Chapter 11, closed all of its
stores including the 16 locations it leased from the Company. Three of the
former Bradlees leases were assigned and 13 were rejected. Of the 16 locations,
the leases for 13 are fully guaranteed (6 of these guarantees expire in 2002)
and one is guaranteed as to 70% by Stop & Shop Companies, Inc., under a Master
Agreement and Guaranty dated May 1, 1992. Stop & Shop is a wholly-owned
subsidiary of KoninKlijke Ahold NV (formerly Royal Ahold NV), a leading
international food retailer. In addition to these 14 leases, Stop & Shop also
guarantees four other leases which were rejected in a prior Bradlees bankruptcy
(three of which have been assigned). The effectiveness of Stop & Shop's
guarantee is not affected by Bradlees' bankruptcy or subsequent lease
assignments. Annual property rentals at December 31, 2001, include an aggregate
of $4,000,000 of additional rent allocated to the former Bradlees locations in
East Brunswick, Jersey City, Middletown, Union and Woodbridge in accordance with
the Master Agreement and Guaranty. This rent will be reallocated to other
locations guaranteed by Stop & Shop at or prior to the applicable expiration
dates of such leases.
None of the Company's tenants represented more than 10% of the Company's
total revenues for the year ended December 31, 2001.
AS LESSEE:
The Company is a tenant under operating leases for certain properties.
These leases will expire principally during the next thirty years. Future
minimum lease payments under operating leases at December 31, 2001, are as
follows:
($ in thousands)
YEAR ENDING DECEMBER 31: AMOUNT
----------
2002 .................................................... $ 14,442
2003 .................................................... 13,758
2004 .................................................... 13,033
2005 .................................................... 13,034
2006 .................................................... 13,143
Thereafter .............................................. 382,373
Rent expense was $15,433,000, $15,248,000, and $14,269,000 for the years
ended December 31, 2001, 2000 and 1999.
-114-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
10. COMMITMENTS AND CONTINGENCIES
At December 31, 2001, the Company's revolving credit facility had a zero
balance, and utilized $93,600,000 of availability under the facility for letters
of credit and guarantees.
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 included coverage for terrorist acts, except for acts
of war. Since September 11, 2001, insurance companies are excluding terrorists
acts from coverage in all risk policies. In 2002, the Company has been unable to
obtain all risk insurance which includes coverage for terrorists acts for
policies it has renewed including the New York City Office portfolio and may not
be able to obtain such coverage for any of its other properties in the future.
Therefore, the risk of financial loss in the case of terrorist acts is the
Company's, which loss could be material.
The Company's debt instruments, consisting of mortgage loans secured by
its properties (which are generally non-recourse to the Company) 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. In addition, 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.
-115-
On October 25, 2001, Primestone Investment Partners L.P. ("Primestone")
defaulted on the repayment of its loan from the Company (See Note 3 -
Acquisitions and Dispositions). On November 19, 2001, the Company commenced
an action in the Delaware Court of Chancery against Primestone Investment
Partners, L.P. in connection with foreclosure proceedings with respect to the
collateral under the loan agreement.
Although Primestone is a special purpose entity with only one asset,
units in Prime Group Realty, L.P., no operations, no employees and no
operating income, it filed a Chapter 11 bankruptcy petition on November 19,
2001 in the United States Bankruptcy Court for the District of Delaware. The
Company moved to dismiss Primestone's petition as bad faith filing. A federal
bankruptcy judge granted the Company's motion on December 18, 2001.
Following the bankruptcy court's dismissal of Primestone's petition,
the Company attempted to reschedule the auction for January 25, 2002.
Primestone appealed to the United States District Court for the District of
Delaware, and the auction was stayed pending appeal. On January 28, 2002, the
district court affirmed the bankruptcy court's decision. The Company has
since attempted to reschedule the auction for a third time, but Primestone
has appealed once again, this time to the United States Court of Appeals.
Briefing for the appeal concluded on February 25, 2002 and the parties are
currently awaiting a decision as to if and when oral argument will occur.
On February 13, 2002, Primestone counterclaimed against the Company. In
the counterclaim, Primestone alleges that the Company tortiously interfered
with a prospective contract with Cadim, inc. Primestone alleges that the
failure to consummate this alleged contract deprived it of the ability to
repay its loans to the Company, and that the Company is attempting to obtain
control of Prime Group Realty Trust, a publicly held affiliate of Primestone,
at an artificially low price. Primestone seeks equitable relief, including a
permanent injunction prohibiting the Company from foreclosing on collateral
pledged by Primestone, and also demands damages totaling $150,000,000 plus
costs and attorneys' fees. The parties commenced discovery on an expedited
basis in preparation for a hearing on Primestone's motion for a preliminary
injunction that was scheduled for February 22, 2002, but Primestone has
indicated that it intends not to proceed with that motion in light of a stay
granted by the United States Court of Appeals in Primestone's appeal from the
dismissal of its bankruptcy case. Vornado plans to file a reply denying the
essential allegations of the counterclaim.
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.
-116-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
11. REPURCHASE AGREEMENTS
The Company enters into agreements for the purchase and resale of U.S.
government obligations for periods of up to one week. The obligations purchased
under these agreements are held in safekeeping in the name of the Company by
various money center banks. The Company has the right to demand additional
collateral or return of these invested funds at any time the collateral value is
less than 102% of the invested funds plus any accrued earnings thereon.
12. RELATED PARTY TRANSACTIONS
LOAN AND COMPENSATION AGREEMENTS
At December 31, 2001, the loan due from Mr. Roth in accordance with his
employment arrangement was $13,123,000 ($4,704,000 of which is shown as a
reduction in shareholders' equity). The loan bears interest at 4.49% per annum
(based on the applicable Federal rate) and matures in January 2006. The Company
also provided Mr. Roth with the right to draw up to $15,000,000 of additional
loans on a revolving basis. Each additional loan will bear interest, payable
quarterly, at the applicable Federal rate on the date the loan is made and will
mature on the sixth anniversary of the loan.
At December 31, 2001, loans due from Mr. Fascitelli, in accordance with
his employment agreement, aggregated $8,600,000. The loans which were
scheduled to mature in 2003 have been extended to 2006 in connection with the
extension of Mr. Fascitelli's employment agreement (discussed below), and
bear interest, payable quarterly at a weighted average interest rate of 3.97%
(based on the applicable Federal rate).
Pursuant to his December 1996 employment agreement in December 1996,
Mr. Fascitelli became entitled to a deferred payment consisting of $5,000,000
in cash and a convertible obligation payable November 30, 2001, at the
Company's option in 919,540 of its common shares or the cash equivalent of
their appreciated value but not less than $20,000,000. Prior to November 30,
2001, the Company and Mr. Fascitelli have agreed to extend the deferral
period for three additional years. The Company has funded the obligation in
common shares. Accordingly, the Company has reflected this liability as a
deferred compensation shares not yet delivered in the Equity section of the
balance sheet. The cash and common shares are held in an irrevocable trust
(the fair value of this obligation was $40,155,000 at December 31, 2001). For
the years ended December 31, 2001 and 2000, the Company recognized
approximately $4,744,000 and $3,733,000 of compensation expense of which
$2,612,000 and $1,968,000 represented the appreciation in value of the shares
in each period and $2,132,000 and $1,765,000 represented dividends paid on
the shares.
On March 8, 2002, the Company extended its employment agreement with
Mr. Fascitelli for a five year period ending December 31, 2006. Pursuant to
the employment agreement, he will receive a deferred payment in five years of
626,566 Vornado common shares which are valued for compensation purposes at
$27,500,000. The number of shares was set by the Company's Compensation
Committee in December to achieve a value of $25,000,000 and have appreciated
$2,500,000 since then. The shares will vest on December 31, 2002. Mr.
Fascitelli will also receive regular annual cash compensation as determined
by the Company's Compensation Committee and will continue as a member of
Vornado's Board.
One other executive officer of the Company a loan outstanding pursuant
to an employment agreement of $1,000,000 at December 31, 2001. The loan matures
in April 2005 and bears interest at either the applicable Federal rate provided
or the broker call rate (6.63% at December 31, 2001).
Information regarding employment agreements with other Officers of the
Company are incorporated by reference in Part II of this document.
TRANSACTIONS WITH AFFILIATES AND OFFICERS AND TRUSTEES OF THE COMPANY
ALEXANDER'S
The Company owns 33.1% of Alexander's. Mr. Roth and Mr. Fascitelli are
Officers and Directors of Alexander's and the Company provides various services
to Alexander's in accordance with management and leasing agreements. See Note--4
"Investments in Partially-Owned Entities" for further details.
-117-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
INTERSTATE PROPERTIES
The Company currently manages and leases the real estate assets of
Interstate Properties pursuant to a management agreement for which the Company
receives a quarterly fee equal to 4% of base rent and percentage rent and
certain other commissions. The management agreement has a term of one year and
is automatically renewable unless terminated by either of the parties on sixty
days' notice at the end of the term. Although the management agreement was not
negotiated at arms length, the Company believes based upon comparable fees
charged by other real estate companies, that its terms are fair to the Company.
For the years ended December 31, 2001, 2000 and 1999, $1,655,000, $1,418,000,
and $1,262,000 of management fees were earned by the Company pursuant to the
management agreement.
THE NEW YORK OFFICE CLEANING CONTRACT
The estate of Bernard Mendik certain other entities including Mr.
Greenbaum own an entity which provides cleaning and related services and
security services to office properties, including the Company's Manhattan
office properties. Although the terms and conditions of the contracts
pursuant to which these services are provided were not negotiated at arms
length, the Company believes based upon comparable amounts charged to other
real estate companies, that the terms and conditions of such contracts are
fair to the Company. In connection with these contracts, the Company paid
$51,280,000, $47,493,000, and $40,974,000 for the years ended December 31,
2001, 2000 and 1999.
VORNADO OPERATING COMPANY
In October 1998, Vornado Operating Company ("Vornado Operating") was spun
off from the Company in order to own assets that the Company could not itself
own and conduct activities that the Company could not itself conduct. The
Company granted Vornado Operating a $75,000,000 unsecured revolving credit
facility (the "Revolving Credit Agreement") which expires on December 31, 2004.
Borrowings under the Revolving Credit Agreement bear interest at LIBOR plus 3%.
The Company receives a commitment fee equal to 1% per annum on the average daily
unused portion of the facility. No amortization is required to be paid under the
Revolving Credit Agreement during its term. The Revolving Credit Agreement
prohibits Vornado Operating from incurring indebtedness to third parties (other
than certain purchase money debt and certain other exceptions) and prohibits
Vornado Operating from paying dividends. As of December 31, 2001, $31,424,000
was outstanding under the Revolving Credit Agreement.
OTHER
The Company owns preferred securities in Capital Trust, Inc. ("Capital
Trust") totaling $48,758,000 at December 31, 2001. Mr. Roth, the Chairman and
Chief Executive Officer of Vornado Realty Trust, is a member of the Board of
Directors of Capital Trust nominated by the Company.
On May 17, 2001, the Company sold its 50% interest in 570 Lexington
Avenue to an entity controlled by the late Bernard Mendik, a former executive
officer of the Company, for $60,000,000, resulting in a gain to the Company
of $12,445,000.
During 2001, the Company paid $136,000 for legal services to a firm in
which one of the Company's trustees is a member.
On January 1, 2001, the Company acquired the common stock of various
preferred stock affiliates which was owned by Officer and Trustees of the
Company and converted them to taxable REIT subsidiaries. The total acquisition
price was $5,155,000. The purchase price, which was the estimated fair value,
was determined by both independent appraisal and by reference to the
individuals' pro rata share of the earnings of the preferred stock affiliates
during the three-year period that these investments were held.
In connection with the Park Laurel condominium project, the joint venture
accrued $5,779,000 of awards under the venture's incentive compensation plan.
-118-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
13. MINORITY INTEREST
The minority interest represents limited partners', other than the
Company, interests in the Operating Partnership and are comprised of:
Outstanding Units at Preferred or
--------------------------- Per Unit Annual Conversion
December 31, December 31, Liquidation Distribution Rate Into
Unit Series 2001 2000 Preference Rate Class A Units
----------- ------------ ------------ ----------- ------------ -------------
Common:
Class A (1) ................................. 5,823,419 6,456,749 -- $ 2.64 N/A
Class D (2) ................................. -- 869,387 -- N/A N/A
Convertible Preferred:
5.0% B-1 Convertible Preferred .............. 899,566 899,566 $ 50.00 $ 2.50 .914
8.0% B-2 Convertible Preferred .............. 449,783 449,783 $ 50.00 $ 4.00 .914
6.5% C-1 Convertible Preferred .............. 747,912 747,912 $ 50.00 $ 3.25 1.1431
6.5% E-1 Convertible Preferred .............. 4,998,000 4,998,000 $ 50.00 $ 3.25(3) 1.1364
Perpetual Preferred: (4)
8.5% D-1 Cumulative Redeemable Preferred .... 3,500,000 3,500,000 $ 25.00 $ 2.125 N/A
8.375% D-2 Cumulative Redeemable Preferred .. 549,336 549,336 $ 50.00 $4.1875 N/A
8.25% D-3 Cumulative Redeemable Preferred ... 8,000,000 8,000,000 $ 25.00 $2.0625 N/A
8.25% D-4 Cumulative Redeemable Preferred ... 5,000,000 5,000,000 $ 25.00 $2.0625 N/A
8.25% D-5 Cumulative Redeemable Preferred ... 7,480,000 7,480,000 $ 25.00 $2.0625 N/A
8.25% D-6 Cumulative Redeemable Preferred ... 840,000 840,000 $ 25.00 $2.0625 N/A
8.25% D-7 Cumulative Redeemable Preferred ... 7,200,000 7,200,000 $ 25.00 $2.0625 N/A
8.25% D-8 Cumulative Redeemable Preferred ... 360,000 360,000 $ 25.00 $2.0625 N/A
8.25% D-9 Cumulative Redeemable Preferred ... 1,800,000 -- $ 25.00 $2.0625 N/A
9.00% F-1 Cumulative Redeemable Preferred (5) 400,000 -- $ 25.00 $ 2.25 N/A
----------
(1) Class A units are redeemable at the option of the holder for common shares
of beneficial interest in Vornado, on a one-for-one basis, or at the
Company's option for cash.
(2) Class D units automatically converted into Class A units in the third
quarter of 2001. Prior to the conversion, the Class D unitholders
participated in distributions at an annual rate of $2.12, then pari passu
with the Class A units.
(3) Increases to $3.38 in March 2006.
(4) Convertible at the option of the holder for an equivalent amount of the
Company's preferred shares and redeemable at the Company's option after
the 5th anniversary of the date of issuance (ranging from December 1998 to
September 2001).
(5) Issued in connection with the acquisition of a leasehold interest at 715
Lexington Avenue. Redeemable at the Company's option beginning January
2012 for Class A units.
-119-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
14. INCOME PER SHARE
The following table sets forth the computation of basic and diluted income
per share:
YEAR ENDED DECEMBER 31,
--------------------------------------------
2001 2000 1999
------------ ------------ ------------
(amounts in thousands, except per share amounts)
Numerator:
Income before cumulative effect of change in
accounting principle and extraordinary item ..... $ 266,678 $ 235,116 $ 202,519
Cumulative effect of change in accounting
principle ....................................... (4,110) -- --
Extraordinary item ................................. 1,170 (1,125) --
------------ ------------ ------------
Net income ......................................... 263,738 233,991 202,519
Preferred stock dividends .......................... (36,505) (38,690) (33,438)
------------ ------------ ------------
Numerator for basic and diluted income per
share - net income applicable to common shares ....... $ 227,233 $ 195,301 $ 169,081
============ ============ ============
Denominator:
Denominator for basic income per share - weighted
average shares .................................. 89,109,169 86,521,195 85,666,424
Effect of dilutive securities:
Employee stock options .......................... 2,963,438 2,170,894 1,621,386
------------ ------------ ------------
Denominator for diluted income per share -
adjusted weighted average shares and
assumed conversions ............................. 92,072,607 88,692,089 87,287,810
============ ============ ============
INCOME PER COMMON SHARE - BASIC:
Income before cumulative effect of change in
accounting principle and extraordinary item .. $ 2.58 $ 2.27 $ 1.97
Cumulative effect of change in accounting
principle .................................... (.04) -- --
Extraordinary item .............................. .01 (.01) --
------------ ------------ ------------
Net income per common share ..................... $ 2.55 $ 2.26 $ 1.97
============ ============ ============
INCOME PER COMMON SHARE - DILUTED:
Income before cumulative effect of change in
accounting principle and extraordinary item .. $ 2.50 $ 2.21 $ 1.94
Cumulative effect of change in accounting
principle ................................... (.04) -- --
Extraordinary item .............................. .01 (.01) --
------------ ------------ ------------
Net income per common share ..................... $ 2.47 $ 2.20 $ 1.94
============ ============ ============
-120-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
15. SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
The following summary represents the results of operations for each
quarter in 2001 and 2000:
NET INCOME NET INCOME PER
APPLICABLE TO COMMON SHARE(1)
COMMON -------------------
REVENUE SHARES BASIC DILUTED
-------- -------- -------- --------
(amounts in thousands, except share amounts)
2001
March 31 .................................. $242,610 $ 46,836 $ .54 $ .52
June 30 ................................... 246,075 56,920 .65 .64
September 30 .............................. 250,265 67,876 .76 .74
December 31 ............................... 246,823 55,601 .59 .57
2000
March 31 .................................. $195,279 $ 47,523 $ .55 $ .54
June 30 ................................... 198,745 47,281 .55 .53
September 30 .............................. 215,655 58,447 .68 .65
December 31 ............................... 216,293 42,050 .48 .47
----------
(1) The total for the year may differ from the sum of the quarters as a result
of weighting.
-121-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
16. SEGMENT INFORMATION
The Company has four business segments: Office, Retail, Merchandise Mart
Properties and Temperature Controlled Logistics. Prior to 2001, income from the
Company's preferred stock affiliates ("PSAs") was included in income from
partially-owned entities. On January 1, 2001, the Company acquired the common
stock of its PSAs and converted these entities to taxable REIT subsidiaries.
Accordingly, the Hotel portion of the Hotel Pennsylvania and the management
companies (which provide services to the Company's business segments and operate
the Trade Show business of the Merchandise Mart division) have been consolidated
effective January 1, 2001. Amounts for the years ended December 31, 2000 and
1999 have been reclassified to give effect to the consolidation of these
entities as if consolidated as of January 1, 1999.
($ in thousands) December 31, 2000
---------------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
----------- ----------- --------- ----------- ----------- ---------
Rentals ................................... $ 841,999 $ 463,234 $ 119,730 $ 197,668 $ -- $ 61,367
Expense reimbursements .................... 133,114 67,842 47,998 13,801 -- 3,473
Other income .............................. 10,660 3,957 2,038 3,324 -- 1,341
----------- ----------- --------- --------- --------- ---------
Total revenues ............................ 985,773 535,033 169,766 214,793 -- 66,181
----------- ----------- --------- --------- --------- ---------
Operating expenses ........................ 398,969 217,965 58,996 83,107 -- 38,901
Depreciation and amortization ............. 123,862 71,548 17,349 25,397 -- 9,568
General and administrative ................ 72,572 12,694 470 18,081 -- 41,327
Costs of acquisitions not consummated ..... 5,223 -- -- -- -- 5,223
----------- ----------- --------- --------- --------- ---------
Total expenses ............................ 600,626 302,207 76,815 126,585 -- 95,019
----------- ----------- --------- --------- --------- ---------
Operating income .......................... 385,147 232,826 92,951 88,208 -- (28,838)
Income applicable to Alexander's .......... 24,548 -- -- -- -- 24,548
Income from partially-owned entities ...... 80,612 32,746 1,914 149 17,447(4) 28,356
Interest and other investment income ...... 54,385 6,866 608 2,045 -- 44,866
Interest and debt expense ................. (173,076) (54,559) (55,466) (33,354) -- (29,697)
Net gain disposition of wholly-owned and
partially-owned assets ................. 7,425 12,445 3,050 160 -- (8,230)
Minority interest ......................... (112,363) (55,932) (16,562) (15,650) (10,968) (13,251)
----------- ----------- --------- --------- --------- ---------
Income before extraordinary item .......... 266,678 174,392 26,495 41,558 6,479 17,754
Cumulative effect of change in accounting
principle .............................. (4,110) -- -- -- -- (4,110)
Extraordinary item ........................ 1,170 -- -- -- -- 1,170
----------- ----------- --------- --------- --------- ---------
Net income ................................ 263,738 174,392 26,495 41,558 6,479 14,814
Cumulative effect of change in accounting
principle .............................. 4,110 -- -- -- -- 4,110
Extraordinary item ........................ (1,170) -- -- -- -- (1,170)
Minority interest ......................... 112,363 55,932 16,562 15,650 10,968 13,251
Net gain on disposition of wholly-owned and
partially-owned assets ................. (15,655) (12,445) (3,050) (160) -- --
Interest and debt expense(3) .............. 270,357 95,875 58,023 33,354 26,459 56,646
Depreciation and amortization(3) .......... 188,859 91,208 18,834 25,397 33,815 19,605
Straight-lining of rents(3) ............... (26,134) (20,124) 787 (4,997) -- (1,800)
Other ..................................... (12,586) (4,673) -- -- 716 (8,629)(5)
----------- ----------- --------- --------- --------- ---------
EBITDA(1) ................................. $ 783,882 $ 380,165 $ 117,651 $ 110,802 $ 78,437 $ 96,827
=========== =========== ========= ========= ========= =========
Balance sheet data:
Real estate, net ...................... $ 4,183,986 $ 2,446,534 $ 503,923 $ 911,067 $ -- $ 322,462
Investments and advances to
partially-owned entities ........... 1,270,195 374,371 28,213 9,764 474,862 382,985
Capital expenditures:
Acquisitions ....................... 11,574 11,574 -- -- -- --
Other .............................. 158,343 79,117 7,597 51,036 5,700 14,893
----------
Footnotes are explained on page 125.
-122-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
($ in thousands) December 31, 2000
(after giving effect to consolidation of PSAs)
---------------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
----------- ----------- --------- ----------- ----------- ---------
Rentals ...................................... $ 788,469 $ 406,261 $ 129,902 $ 171,001 $ -- $ 81,305
Expense reimbursements ....................... 120,074 60,767 45,490 10,654 -- 3,163
Other income ................................. 17,608 5,499 2,395 4,661 -- 5,053
----------- ----------- --------- --------- --------- ---------
Total revenues ............................... 926,151 472,527 177,787 186,316 -- 89,521
----------- ----------- --------- --------- --------- ---------
Operating expenses ........................... 379,524 199,424 55,671 74,553 -- 49,876
Depreciation and amortization ................ 108,109 58,074 17,464 21,984 -- 10,587
General and administrative ................... 63,468 10,401 667 16,330 -- 36,070
----------- ----------- --------- --------- --------- ---------
Total expenses ............................... 551,101 267,899 73,802 112,867 -- 96,533
----------- ----------- --------- --------- --------- ---------
Operating income ............................. 375,050 204,628 103,985 73,449 -- (7,012)
Income applicable to Alexander's ............. 17,363 -- -- -- -- 17,363
Income from partially-owned entities ......... 79,694 29,210 667 -- 28,778(4) 21,039
Interest and other investment income ......... 33,798 6,162 -- 2,346 -- 25,290
Interest and debt expense .................... (179,380) (62,162) (53,180) (38,569) -- (25,469)
Net gain disposition of wholly-owned and
partially-owned assets .................... 10,965 8,405 2,560 -- -- --
Minority interest ............................ (102,374) (46,917) (16,550) (12,660) (12,483) (13,764)
----------- ----------- --------- --------- --------- ---------
Income before extraordinary item ............. 235,116 139,326 37,482 24,566 16,295 17,447
Extraordinary item ........................... (1,125) -- (1,125) -- -- --
----------- ----------- --------- --------- --------- ---------
Net income ................................... 233,991 139,326 36,357 24,566 16,295 17,447
Extraordinary item ........................... 1,125 -- 1,125 -- -- --
Minority interest ............................ 102,374 46,917 16,550 12,660 12,483 13,764
Net gain on disposition of wholly-owned and
partially-owned assets .................... (10,965) (8,405) (2,560) -- -- --
Interest and debt expense(3) ................. 260,573 96,224 55,741 38,566 27,424 42,618
Depreciation and amortization(3) ............. 167,268 76,696 18,522 20,627 34,015 17,408
Straight-lining of rents(3) .................. (30,001) (19,733) (2,295) (5,919) (1,121) (933)
Other ........................................ 14,510 -- (1,654) 1,358 4,064(2) 10,742(5)
----------- ----------- --------- --------- --------- ---------
EBITDA(1) .................................... $ 738,875 $ 331,025 $ 121,786 $ 91,858 $ 93,160 $ 101,046
=========== =========== ========= ========= ========= =========
Balance sheet data:
Real estate, net ......................... $ 3,960,605 $ 2,388,393 $ 551,183 $ 862,003 $ -- $ 159,026
Investments and advances to
partially-owned entities .............. 1,459,211 394,089 31,660 41,670 469,613 522,179
Capital expenditures:
Acquisitions .......................... 246,500 128,000 -- 89,000 -- 29,500
Other ................................. 212,907 106,689 7,251 37,362 28,582 33,023
----------
Footnotes are explained on page 125.
-123-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
($ in thousands) December 31, 1999 (after giving effect to consolidation of PSAs)
---------------------------------------------------------------------------------
Temperature
Merchandise Controlled
Total Office Retail Mart Logistics Other
----------- ----------- --------- ----------- ----------- ---------
Rentals ................................... $ 675,313 $ 333,025 $ 125,510 $ 151,308 $ -- $ 65,470
Expense reimbursements .................... 95,658 42,198 43,326 8,245 -- 1,889
Other income .............................. 12,542 4,572 1,702 1,831 -- 4,437
----------- ----------- --------- --------- --------- ---------
Total revenues ............................ 783,513 379,795 170,538 161,384 -- 71,796
----------- ----------- --------- --------- --------- ---------
Operating expenses ........................ 335,744 168,825 58,058 67,518 -- 41,343
Depreciation and amortization ............. 92,316 48,058 15,646 19,607 -- 9,005
General and administrative ................ 57,092 10,797 358 13,044 -- 32,893
----------- ----------- --------- --------- --------- ---------
Total expenses ............................ 485,152 227,680 74,062 100,169 -- 83,241
----------- ----------- --------- --------- --------- ---------
Operating income .......................... 298,361 152,115 96,476 61,215 -- (11,445)
Income applicable to Alexander's .......... 11,772 -- -- -- 11,772
Income from partially-owned entities ...... 78,184 19,055 938 -- 36,722 21,469
Interest and other investment income ...... 20,683 1,786 -- 2,995 -- 15,902
Interest and debt expense ................. (151,483) (49,624) (27,635) (31,685) -- (42,539)
Minority interest ......................... (54,998) (25,854) (14,628) (6,819) (7,697) --
----------- ----------- --------- --------- --------- ---------
Net income (loss) ......................... 202,519 97,478 55,151 25,706 29,025 (4,841)
Minority interest ......................... 54,998 25,854 14,628 6,819 7,697 --
Interest and debt expense(3) .............. 226,253 82,460 30,249 29,509 27,520 56,515
Depreciation and amortization(3) .......... 143,499 64,702 16,900 17,702 31,044 13,151
Straight-lining of rents(3) ............... (25,359) (16,386) (2,120) (4,740) (1,698) (415)
Other ..................................... 7,451 365 -- -- 2,054(2) 5,032
----------- ----------- --------- --------- --------- ---------
EBITDA(1) ................................. $ 609,361 $ 254,473 $ 114,808 $ 74,996 $ 95,642 $ 69,442
=========== =========== ========= ========= ========= =========
Balance sheet data:
Real estate, net ...................... $ 3,612,965 $ 2,208,510 $ 575,633 $ 753,416 $ -- $ 75,406
Investments and advances to
partially-owned entities ........... 1,315,387 382,417 3,057 32,524 481,808 415,581
Capital expenditures:
Acquisitions ....................... 394,006 388,436 -- -- -- 5,570
Other .............................. 204,591 85,833 22,859 41,134 51,000 3,765
----------
Footnotes are explained on page 125.
-124-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Notes to 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 may
not be comparable to similarly titled measures employed by other
companies.
(2) Includes (i) the reversal of income taxes (benefit) which are
considered non-recurring because of the conversion of the
Temperature Controlled Logistics Companies to REIT's in 2000 and
(ii) the add back of non-recurring unification costs.
(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) Net of $15,281 and $9,787 of rent not recognized as income in 2001
and 2000, respectively.
(5) Includes the reversal of $1,266 and $4,765 of expenses in connection
with a deferred compensation arrangement in 2001 and 2000,
respectively.
Other EBITDA is comprised of:
2001 2000 1999
-------- --------- --------
Newkirk Joint Ventures
(30% interest):
Equity in EBITDA of limited partnerships .............. $ 54,695(1) $ 43,685 $ 38,465
Interest and other income ............................. 8,700 7,300 1,331
-------- --------- --------
Total ........................................... 63,395 50,985 39,796
Alexander's (33.1% interest) ................................ 19,362(2) 18,330 13,469
Hotel Pennsylvania (3) ...................................... 16,978(4) 26,866 21,200
After-tax net gain on sale of Park Laurel condominium units . 15,657 -- --
Write-off of net investment in the
Russian Tea Room ("RTR") ................................. (7,374) -- --
Write-off of net investments in technology companies ........ (16,513) -- --
Costs of acquisitions not consummated ....................... (5,223) -- --
Corporate general and administrative expenses ............... (41,327) (36,070) (32,893)
Investment income and other ................................. 51,872 40,935 27,870
-------- --------- --------
Total ........................................... $ 96,827 $ 101,046 $ 69,442
======== ========= ========
----------
(1) Reflects acquisitions of additional partnership interests.
(2) Includes leasing fees of $2,500 in connection with Alexander's ground
lease of its Paramus property to IKEA in the fourth quarter of 2001.
(3) The commercial portion of the Hotel was wholly-owned as of August 5, 1999,
and accordingly consolidated.
(4) Average occupancy and REVPAR for the Hotel Pennsylvania for the year ended
December 31, 2001 was 63% and $70 compared to 76% and $87 for the year
ended December 31, 2000.
-125-
VORNADO REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
17. SUBSEQUENT EVENTS
On January 1, 2002, the Company completed the combination of Charles E.
Smith Commercial Realty L.P. 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 15.7 million newly issued
Vornado Operating Partnership units (valued at $608,000,000) and $992,000,000 of
debt (66% of CESCR's total debt).
The unaudited proforma information set forth below presents (i) the
condensed consolidated statements of income for the Company for the years ended
December 31, 2001 and 2000 as if (a) the acquisition of the CESCR acquisition
described above had occurred on January 1, 2000 and (ii) the condensed
consolidated proforma balance sheet of the Company as of December 31, 2001, as
if such acquisition had occurred on December 31, 2001.
(in thousands, except per share amounts)
CONDENSED PROFORMA CONSOLIDATED STATEMENTS OF INCOME
Pro Forma (Unaudited)
For the Years Ended December 31,
--------------------------------
2001 2000
----------- -----------
Revenues ........................................ $ 1,372,464 $ 1,176,106
=========== ===========
Net income ...................................... $ 265,893 $ 234,838
Preferred stock dividends ....................... (36,505) (38,690)
----------- -----------
Net income per applicable to common shares ...... $ 229,388 $ 196,148
=========== ===========
Net income per common share - basic ............. $ 2.57 $ 2.27
=========== ===========
Net income per common share - diluted ........... $ 2.49 $ 2.21
=========== ===========
CONDENSED PROFORMA CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2001:
Total assets .................................... $8,979,015
==========
Total liabilities ............................... $4,321,077
Minority interest ............................... 2,087,566
Total shareholders' equity ...................... 2,570,372
----------
Total liabilities and shareholders' equity ...... $8,979,015
==========
On February 25, 2002, the Company sold 884,543 common shares to a
closed-end fund and 514,200 shares to a unit investment trust based on the
closing price of $42.96 on the NYSE. The net proceeds to the Company were
approximately $57,042,000.
On March 7, 2002, the Company acquired for $55,000,000, a mortgage on a
360,000 square foot office building, which is in the Crystal City complex in
Arlington, Virginia, together with an option to purchase the property. The
Company expects to exercise its option to acquire the property from a limited
partnership, which is approximately 50% owned by Messrs. Robert H. Smith and
Robert P. Kogod, trustees of Vornado since January 1, 2002, in exchange for
approximately $13,700,000 of Vornado's Operating Partnership units. The
acquisition of the building is expected to close within 90 days and is subject
to receipt of certain consents from third parties and other customary
conditions.
-126-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to trustees of the Registrant will be contained in a
definitive Proxy Statement involving the election of trustees under the caption
"Election of Trustees", which the Registrant will file with the Securities and
Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act
of 1934 not later than 120 days after December 31, 2001, and such information is
incorporated herein by reference. Information relating to Executive Officers of
the Registrant appears at page 51 of this Annual Report on Form 10-K. Also
incorporated herein by reference is the information under the caption ("Other
Matters - 16(a) Beneficial Ownership") of the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation will be contained in the
Proxy Statement referred to above in Item 10, "Directors and Executive Officers
of the Registrant", under the captions "Executive Compensation" and such
information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to security ownership of certain beneficial owners
and management will be contained in the Proxy Statement referred to in Item 10,
"Directors and Executive Officers of the Registrant", under the caption
"Principal Security Holders" and such information is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to certain relationships and related transactions
will be contained in the Proxy Statement referred to in Item 10, "Directors and
Executive Officers of the Registrant", under the caption "Certain Relationships
and Related Transactions" and such information is incorporated herein by
reference.
-127-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. The consolidated financial statements are set forth in Item
8 of this Annual Report on Form 10-K.
The following financial statement schedules should be read in conjunction
with the financial statements included in Item 8 of this Annual Report on Form
10-K.
PAGES IN THIS
ANNUAL REPORT ON
FORM 10-K
----------------
II--Valuation and Qualifying Accounts--years ended December 31, 2001,
2000 and 1999 ...................................................... 130
III--Real Estate and Accumulated Depreciation as of December 31,2001 .... 131
Schedules other than those listed above are omitted because they are not
applicable or the information required is included in the consolidated financial
statements or the notes thereto.
The following exhibits listed on the Exhibit Index are filed with this
Annual Report on Form 10-K.
EXHIBIT NO.
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
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
3.10 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
12 Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed
Charges and Preferred Share Dividend Requirement
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
(b) Reports on Form 8-K and Form 8-K/A
During the last quarter of the period covered by this Annual Report on
Form 10-K the reports on Form 8-K and Form 8-K/A described below were filed.
PERIOD COVERED:
(DATE OF EARLIEST
EVENT REPORTED) ITEMS REPORTED DATE FILED
--------------- -------------- ----------
September 21, 2001 Issuance of Series D-9 Preferred Units by Vornado Realty L.P. October 12, 2001
October 19, 2001 Announcement of merger with Charles E. Commercial Realty L.P. October 19, 2001
November 16, 2001 Announcement of underwriting agreement with Lehman Brothers November 21, 2001
relating to the issuance of common shares
-128-
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VORNADO REALTY TRUST
By: /s/ JOSEPH MACNOW
-------------------------------------
Joseph Macnow, Executive Vice President -
Finance and Administration and
Chief Financial Officer
Date: March 11, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ Steven Roth Chairman of the Board of March 11, 2002
--------------------------------- Trustees (Principal Executive
(Steven Roth) Officer)
By: /s/ Michael D. Fascitelli President and Trustee March 11, 2002
---------------------------------
(Michael D. Fascitelli)
By: /s/ Robert P. Kogod Trustee March 11, 2002
---------------------------------
(Robert P. Kogod)
By: /s/ Joseph Macnow Executive Vice President - March 11, 2002
--------------------------------- Finance and Administration and
(Joseph Macnow) Chief Financial Officer
By: /s/ David Mandelbaum Trustee March 11, 2002
---------------------------------
(David Mandelbaum)
By: /s/ Stanley Simon Trustee March 11, 2002
---------------------------------
(Stanley Simon)
By: /s/ Robert H. Smith Trustee March 11, 2002
---------------------------------
(Robert H. Smith)
By: /s/ Ronald G. Targan Trustee March 11, 2002
---------------------------------
(Ronald G. Targan)
By: /s/ Richard R. West Trustee March 11, 2002
---------------------------------
(Richard R. West)
By: /s/ Russell B. Wight, Jr. Trustee March 11, 2002
---------------------------------
(Russell B. Wight, Jr.)
-129-
VORNADO REALTY TRUST
AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------------------------------------------------- ---------- -------------- --------------------------------------- ----------
DEDUCTIONS BALANCE
--------------------------------------- AT THE
DESCRIPTION DESCRIPTION AMOUNT OF YEAR
----------- ----------------------- -------- ----------
BALANCE ADDITIONS (AMOUNT IN THOUSANDS)
BEGINNING CHARGE AGAINST
YEAR ENDED DECEMBER 31, 2001: OF YEAR OPEATIONS
Deducted from accounts receivable, ----------- -------------- Uncollectible accounts
allowance for doubtful accounts........... $9,343 $5,379 written-off $5,891 $8,831
====== ====== ====== ======
YEAR ENDED DECEMBER 31, 2000:
Deducted from accounts receivable, Uncollectible accounts
allowance for doubtful accounts........... $7,292 $2,957 written-off $ 906 $9,343
====== ====== ====== ======
YEAR ENDED DECEMBER 31, 1999:
Deducted from accounts receivable Uncollectible accounts
allowance for doubtful accounts........... $3,044 $5,131 written-off $ 883 $7,292
====== ====== ====== ======
-130-
VORNADO REALTY TRUST
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
(AMOUNTS IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-----------------------------------------------------------------------------------------------------------------------------
INITIAL COST TO GROSS AMOUNT AT WHICH
COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD
----------------------- CAPITALIZED ----------------------------------
SUBSEQUENT BUILDINGS
BUILDINGS AND TO AND
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2)
-------------------------------- ------------ ---------- ------------- ----------- -------- ------------ ------------
OFFICE BUILDINGS
NEW YORK
MANHATTAN
One Penn Plaza $275,000 $ -- $ 412,169 $ 65,499 $ -- $ 477,668 $ 477,668
Two Penn Plaza 157,697 53,615 164,903 51,203 52,689 217,032 269,721
909 Third Avenue 107,004 -- 120,723 14,030 -- 134,753 134,753
770 Broadway 66,962 52,898 95,686 72,920 52,898 168,606 221,504
Eleven Penn Plaza 51,376 40,333 85,259 18,856 40,333 104,115 144,448
Two Park Avenue 90,000 43,609 69,715 5,984 43,609 75,699 119,308
90 Park Avenue -- 8,000 175,890 13,409 8,000 189,299 197,299
888 Seventh Avenue 105,000 -- 117,269 28,606 -- 145,875 145,875
330 West 34th Street -- -- 8,599 4,480 -- 13,079 13,079
1740 Broadway -- 26,971 102,890 8,684 26,971 111,574 138,545
150 East 58th Street -- 39,303 80,216 10,122 39,303 90,338 129,641
866 United Nations Plaza 33,000 32,196 37,534 6,962 32,196 44,496 76,692
595 Madison (Fuller Building) 56,538 62,731 62,888 4,286 62,731 67,174 129,905
640 Fifth Avenue -- 38,224 25,992 31,781 38,224 57,773 95,997
40 Fulton Street -- 15,732 26,388 2,526 15,732 28,914 44,646
689 Fifth Avenue -- 19,721 13,446 3,151 19,721 16,597 36,318
20 Broad Street -- -- 28,760 2,973 -- 31,733 31,733
7 West 34th Street -- 34,595 93,703 826 34,614 94,510 129,124
715 Lexington Avenue -- -- 11,574 -- -- 11,574 11,574
14th Street and Union
Square, Manhattan -- 12,566 4,044 18,108 24,079 10,639 34,718
-------- -------- ---------- -------- -------- ---------- ----------
Total New York 942,577 480,494 1,737,648 364,406 491,100 2,091,448 2,582,548
-------- -------- ---------- -------- -------- ---------- ----------
NEW JERSEY
Paramus -- -- 8,345 9,873 -- 18,218 18,218
-------- -------- ---------- -------- -------- ---------- ----------
Total New Jersey -- -- 8,345 9,873 -- 18,218 18,218
-------- -------- ---------- -------- -------- ---------- ----------
TOTAL OFFICE BUILDINGS 942,577 480,494 1,745,993 374,279 491,100 2,109,666 2,600,766
-------- -------- ---------- -------- -------- ---------- ----------
SHOPPING CENTERS
NEW JERSEY
Bordentown 8,161 * 498 3,176 1,085 713 4,046 4,759
Bricktown 16,492 * 929 2,175 9,265 929 11,440 12,369
Cherry Hill 15,168 * 915 3,926 3,292 915 7,218 8,133
Delran 6,501 * 756 3,184 2,744 756 5,928 6,684
Dover 7,433 * 224 2,330 2,381 204 4,731 4,935
----------------------------------------------------------------------------------------------
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
----------------------------------------------------------------------------------------------
LIFE ON WHICH
DEPRECIATION
ACCUMULATED IN LATEST
DEPRECIATION INCOME
AND DATE OF DATE STATEMENT
DESCRIPTION AMORTIZATION CONSTRUCTION(3) ACQUIRED IS COMPUTED
-------------------------------- ------------ --------------- -------- -----------
OFFICE BUILDINGS
NEW YORK
MANHATTAN
One Penn Plaza $ 45,376 1972 1998 39 Years
Two Penn Plaza 28,311 1968 1997 39 Years
909 Third Avenue 8,872 1969 1999 39 Years
770 Broadway 12,497 1907 1998 39 Years
Eleven Penn Plaza 12,031 1923 1997 39 Years
Two Park Avenue 10,371 1928 1998 39 Years
90 Park Avenue 20,670 1964 1997 39 Years
888 Seventh Avenue 10,024 1980 1999 39 Years
330 West 34th Street 795 1925 1998 39 Years
1740 Broadway 13,932 1950 1997 39 Years
150 East 58th Street 8,280 1969 1998 39 Years
866 United Nations Plaza 6,062 1966 1997 39 Years
595 Madison (Fuller Building) 3,717 1968 1999 39 Years
640 Fifth Avenue 6,443 1950 1997 39 Years
40 Fulton Street 3,034 1987 1998 39 Years
689 Fifth Avenue 1,186 1925 1998 39 Years
20 Broad Street 2,716 1956 1998 39 Years
7 West 34th Street 2,735 1901 2000 40 Years
715 Lexington Avenue 123 1923 2001 40 Years
14th Street and Union
Square, Manhattan 1,188 1965 1993 36 - 39 Years
--------
Total New York 198,363
--------
NEW JERSEY
Paramus 4,763 1967 1987 26 - 40 Years
--------
Total New Jersey 4,763
--------
TOTAL OFFICE BUILDINGS 203,126
--------
SHOPPING CENTERS
NEW JERSEY
Bordentown 3,870 1958 1958 7 - 40 Years
Bricktown 5,759 1968 1968 22 - 40 Years
Cherry Hill 5,942 1964 1964 12 - 40 Years
Delran 3,392 1972 1972 16 - 40 Years
Dover 3,335 1964 1964 16 - 40 Years
-131-
VORNADO REALTY TRUST
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
(AMOUNTS IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-----------------------------------------------------------------------------------------------------------------------------
INITIAL COST TO GROSS AMOUNT AT WHICH
COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD
----------------------- CAPITALIZED ----------------------------------
SUBSEQUENT BUILDINGS
BUILDINGS AND TO AND
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2)
-------------------------------- ------------ ---------- ------------- ----------- -------- ------------ ------------
East Brunswick 23,029 * 319 3,236 6,403 319 9,639 9,958
East Hanover I 20,707 * 376 3,063 5,345 476 8,308 8,784
East Hanover II 6,902 * 1,756 8,706 -- 1,756 8,706 10,462
Hackensack 25,300 * 536 3,293 7,253 536 10,546 11,082
Jersey City 19,369 * 652 2,962 1,854 652 4,816 5,468
Kearny (4) 3,781 * 279 4,429 (1,029) 309 3,370 3,679
Lawnside 10,717 * 851 2,222 1,359 851 3,581 4,432
Lodi 9,498 * 245 9,339 107 245 9,446 9,691
Manalapan 12,675 * 725 2,447 4,960 725 7,407 8,132
Marlton 12,325 * 1,514 4,671 715 1,611 5,289 6,900
Middletown 16,638 * 283 1,508 3,940 283 5,448 5,731
Morris Plains 12,179 * 1,254 3,140 3,224 1,104 6,514 7,618
North Bergen (4) 4,010 * 510 3,390 (956) 2,308 636 2,944
North Plainfield 11,010 * 500 13,340 1,228 500 14,568 15,068
Totowa 29,878 * 1,097 5,359 10,877 1,107 16,226 17,333
Turnersville 4,134 * 900 2,132 87 900 2,219 3,119
Union 33,931 * 1,014 4,527 3,243 1,329 7,455 8,784
Vineland -- 290 1,594 1,253 290 2,847 3,137
Watchung (4) 13,690 * 451 2,347 6,857 4,178 5,477 9,655
Woodbridge 22,365 * 190 3,047 778 220 3,795 4,015
--------- -------- -------- -------- ------- -------- --------
Total New Jersey 345,893 17,064 99,543 76,265 23,216 169,656 192,872
--------- -------- -------- -------- ------- -------- --------
NEW YORK
Albany (Menands) 6,289 * 460 1,677 2,628 460 4,305 4,765
Buffalo (Amherst) 7,088 * 402 2,019 2,151 636 3,936 4,572
Freeport 14,971 * 1,231 3,273 2,848 1,231 6,121 7,352
New Hyde Park 7,556 * -- -- 122 -- 122 122
North Syracuse -- -- -- 23 -- 23 23
Rochester (Henrietta) -- -- 2,124 1,152 -- 3,276 3,276
Rochester -- 443 2,870 (1,116) 1,220 977 2,197
Valley Stream (Green Acres) 159,851 140,069 99,586 5,660 139,910 105,405 245,315
--------- --------- -------- -------- ------- -------- --------
Total New York 195,755 142,605 111,549 13,468 143,457 124,165 267,622
--------- --------- -------- -------- ------- -------- --------
PENNSYLVANIA
Allentown 23,512 * 70 3,446 10,191 334 13,373 13,707
Bensalem (4) 6,497 * 1,198 3,717 1,047 2,727 3,235 5,962
Bethlehem 4,112 * 278 1,806 3,904 278 5,710 5,988
Broomall 9,888 * 734 1,675 1,381 850 2,940 3,790
Glenolden 7,416 * 850 1,295 722 850 2,017 2,867
Lancaster -- 606 2,312 1,114 2010 2,022 4,032
------------------------------------------------------------------------------------------------
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
------------------------------------------------------------------------------------------------
LIFE ON WHICH
DEPRECIATION
ACCUMULATED IN LATEST
DEPRECIATION INCOME
AND DATE OF DATE STATEMENT
DESCRIPTION AMORTIZATION CONSTRUCTION(3) ACQUIRED IS COMPUTED
-------------------------------- ------------ --------------- --------- ----------------
East Brunswick 6,366 1957 1957 8 - 33 Years
East Hanover I 5,281 1962 1962 9 - 40 Years
East Hanover II 707 1979 1998 40 Years
Hackensack 5,720 1963 1963 15 - 40 Years
Jersey City 4,089 1965 1965 11 - 40 Years
Kearny (4) 1,372 1938 1959 23 - 29 Years
Lawnside 2,481 1969 1969 17 - 40 Years
Lodi 530 1999 1975 40 Years
Manalapan 4,575 1971 1971 14 - 40 Years
Marlton 4,008 1973 1973 16 - 40 Years
Middletown 3,218 1963 1963 19 - 40 Years
Morris Plains 5,582 1961 1985 7 - 19 Years
North Bergen (4) 164 1993 1959 30 Years
North Plainfield 5,773 1955 1989 21 - 30 Years
Totowa 6,992 1957/1999 1957 19 - 40 Years
Turnersville 1,775 1974 1974 23 - 40 Years
Union 5,654 1962 1962 6 - 40 Years
Vineland 2,066 1966 1966 18 - 40 Years
Watchung (4) 1,298 1994 1959 27 - 30 Years
Woodbridge 3,194 1959 1959 11 - 40 Years
---------
Total New Jersey 93,143
---------
NEW YORK
Albany (Menands) 2,339 1965 1965 22 - 40 Years
Buffalo (Amherst) 2,949 1968 1968 13 - 40 Years
Freeport 3,323 1981 1981 15 - 40 Years
New Hyde Park 124 1970 1976 6 - 10 Years
North Syracuse 23 1967 1976 11 - 12 Years
Rochester (Henrietta) 2,327 1971 1971 15 - 40 Years
Rochester 213 1966 1966 10 - 40 Years
Valley Stream (Green Acres) 10,818 1956 1997 39 - 40 Years
---------
Total New York 22,116
---------
PENNSYLVANIA
Allentown 6,329 1957 1957 20 - 42 Years
Bensalem (4) 1,318 1972/1999 1972 40 Years
Bethlehem 4,184 1966 1966 9 - 40 Years
Broomall 2,313 1966 1966 9 - 40 Years
Glenolden 1,222 1975 1975 18 - 40 Years
Lancaster 367 1966 1966 12 - 40 Years
-132-
VORNADO REALTY TRUST
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
(AMOUNTS IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-----------------------------------------------------------------------------------------------------------------------------
INITIAL COST TO GROSS AMOUNT AT WHICH
COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD
----------------------- CAPITALIZED ----------------------------------
SUBSEQUENT BUILDINGS
BUILDINGS AND TO AND
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2)
-------------------------------- ----------- ---------- ------------- ----------- -------- ------------ ------------
Levittown -- 193 1,231 52 183 1,293 1,476
10th and Market
Streets, Philadelphia 9,057 * 933 3,230 6,017 933 9,247 10,180
Upper Moreland 7,030 * 683 2,497 564 683 3,061 3,744
York 4,157 * 421 1,700 1,142 409 2,854 3,263
--------- --------- -------- -------- --------- -------- --------
Total Pennsylvania 71,669 5,966 22,909 26,134 9,257 45,752 55,009
--------- --------- -------- -------- --------- -------- --------
MARYLAND
Baltimore (Belair Rd.) -- 785 1,333 3,420 785 4,753 5,538
Baltimore (Towson) 11,522 * 581 2,756 667 581 3,423 4,004
Baltimore (Dundalk) 6,243 * 667 1,710 3,219 667 4,929 5,596
Glen Burnie 5,929 * 462 1,741 1,481 462 3,222 3,684
Hagerstown 3,322 * 168 1,453 984 168 2,437 2,605
--------- --------- -------- -------- --------- -------- --------
Total Maryland 27,016 2,663 8,993 9,771 2,663 18,764 21,427
--------- --------- -------- -------- --------- -------- --------
CONNECTICUT
Newington 6,622 * 502 1,581 1,420 2,114 1,389 3,503
Waterbury -- -- 2,103 1,430 667 2,866 3,533
--------- --------- -------- -------- --------- -------- --------
Total Connecticut 6,622 502 3,684 2,850 2,781 4,255 7,036
--------- --------- -------- -------- --------- -------- --------
MASSACHUSETTS
Chicopee -- 510 2,031 358 510 2,389 2,899
Springfield (4) 3,161 * 505 1,657 798 2,586 374 2,960
--------- --------- -------- -------- --------- -------- --------
Total Massachusetts 3,161 1,015 3,688 1,156 3,096 2,763 5,859
--------- --------- -------- -------- --------- -------- --------
PUERTO RICO (SAN JUAN)
Montehiedra 60,359 9,182 66,701 776 9,182 67,477 76,659
--------- --------- -------- -------- --------- -------- --------
TOTAL SHOPPING CENTERS 710,475 178,997 317,067 130,420 193,652 432,832 626,484
--------- --------- -------- -------- --------- -------- --------
MERCHANDISE MART PROPERTIES
ILLINOIS
Merchandise Mart,
Chicago 250,000 64,528 319,146 31,174 64,528 350,320 414,848
350 North Orleans,
Chicago 70,000 14,238 67,008 23,298 14,238 90,306 104,544
33 North Dearborn
Chicago 19,000 6,624 30,680 1,024 6,624 31,704 38,328
Other -- -- 17,858 (946) -- 16,912 16,912
------------------------------------------------------------------------------------------------
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
------------------------------------------------------------------------------------------------
LIFE ON WHICH
DEPRECIATION
ACCUMULATED IN LATEST
DEPRECIATION INCOME
AND DATE OF DATE STATEMENT
DESCRIPTION AMORTIZATION CONSTRUCTION(3) ACQUIRED IS COMPUTED
-------------------------------- ------------ --------------- --------- ----------------
Levittown 1,253 1964 1964 7 - 40 Years
10th and Market
Streets, Philadelphia 1,833 1977 1994 27 - 30 Years
Upper Moreland 2,105 1974 1974 15 - 40 Years
York 1,960 1970 1970 15 - 40 Years
--------
Total Pennsylvania 22,884
--------
MARYLAND
Baltimore (Belair Rd.) 3,359 1962 1962 10 - 33 Years
Baltimore (Towson) 2,472 1968 1968 13 - 40 Years
Baltimore (Dundalk) 3,375 1966 1966 12 - 40 Years
Glen Burnie 1,997 1958 1958 16 - 33 Years
Hagerstown 1,607 1966 1966 9 - 40 Years
--------
Total Maryland 12,810
--------
CONNECTICUT
Newington 258 1965 1965 9 - 40 Years
Waterbury 2,026 1969 1969 21 - 40 Years
--------
Total Connecticut 2,284
--------
MASSACHUSETTS
Chicopee 1,952 1969 1969 13 - 40 Years
Springfield (4) 112 1993 1966 28 - 30 Years
--------
Total Massachusetts 2,064
--------
PUERTO RICO (SAN JUAN)
Montehiedra 8,014 1996 1997 40 Years
--------
TOTAL SHOPPING CENTERS 170,559
--------
MERCHANDISE MART PROPERTIES
ILLINOIS
Merchandise Mart,
Chicago 33,632 1930 1998 40 Years
350 North Orleans,
Chicago 10,989 1977 1998 40 Years
33 North Dearborn
Chicago 1,037 2000 40 Years
Other 2,271 2000 40 Years
-133-
VORNADO REALTY TRUST
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
(AMOUNTS IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-----------------------------------------------------------------------------------------------------------------------------
INITIAL COST TO GROSS AMOUNT AT WHICH
COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD
----------------------- CAPITALIZED ----------------------------------
SUBSEQUENT BUILDINGS
BUILDINGS AND TO AND
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2)
-------------------------------- ----------- ---------- ------------- ----------- -------- ------------ ------------
WASHINGTON D.C ..................
Washington Office Center .... 46,572 10,719 69,658 1,941 10,719 71,599 82,318
Washington Design Center .... 48,959 12,274 40,662 7,259 12,274 47,921 60,195
Other ....................... -- 9,175 6,273 79 9,175 6,352 15,527
NORTH CAROLINA
Market Square Complex,
High Point ............... 99,166 11,969 85,478 67,632 14,010 151,069 165,079
National Furniture Mart,
High Point ............... 13,306 1,069 16,761 381 1,069 17,142 18,211
CALIFORNIA
Gift and Furniture Mart
Los Angeles .............. -- 10,141 43,422 9,268 10,141 52,690 62,831
---------- -------- ---------- -------- -------- ----------- -----------
TOTAL MERCHANDISE MART ............... 547,003 140,737 696,946 141,110 142,778 836,015 978,793
---------- -------- ---------- -------- -------- ----------- -----------
WAREHOUSE/INDUSTRIAL
NEW JERSEY
East Brunswick .............. 6,638 -- 4,772 2,869 -- 7,641 7,641
East Hanover ................ 27,492 576 7,752 7,244 691 14,881 15,572
Edison ...................... 4,385 705 2,839 1,503 704 4,343 5,047
Garfield .................... 11,380 96 8,068 4,937 96 13,005 13,101
---------- -------- ---------- -------- -------- ----------- -----------
TOTAL WAREHOUSE/INDUSTRIAL ........... 49,895 1,377 23,431 16,553 1,491 39,870 41,361
---------- -------- ---------- -------- -------- ----------- -----------
OTHER PROPERTIES
NEW JERSEY
Palisades ................... 90,526 -- 127,277 -- -- 127,277 127,277
Montclair ................... 1,948 * 66 470 330 66 800 866
---------- -------- ---------- -------- -------- ----------- -----------
Total New Jersey ......... 92,474 66 127,747 330 66 128,077 128,143
---------- -------- ---------- -------- -------- ----------- -----------
NEW YORK
Hotel Pennsylvania
(Commercial) ........... 115,506 12,542 51,047 102,698 29,903 136,384 166,287
1135 Third Avenue ........... -- 7,844 7,844 1 7,845 7,844 15,689
Riese ....................... -- 19,135 7,294 6,416 25,233 7,612 32,845
---------- -------- ---------- -------- -------- ----------- -----------
Total New York ........... 115,506 39,521 66,185 109,115 62,981 151,840 214,821
---------- -------- ---------- -------- -------- ----------- -----------
------------------------------------------------------------------------------------------------
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
------------------------------------------------------------------------------------------------
LIFE ON WHICH
DEPRECIATION
ACCUMULATED IN LATEST
DEPRECIATION INCOME
AND DATE OF DATE STATEMENT
DESCRIPTION AMORTIZATION CONSTRUCTION(3) ACQUIRED IS COMPUTED
-------------------------------- ------------ --------------- --------- ----------------
WASHINGTON D.C ..................
Washington Office Center .... 6,784 1990 1998 40 Years
Washington Design Center .... 5,082 1919 1998 40 Years
Other ....................... 600 1998 40 Years
NORTH CAROLINA
Market Square Complex,
High Point ............... 8,758 1902 - 1989 1998 40 Years
National Furniture Mart,
High Point ............... 1,369 1964 1998 40 Years
CALIFORNIA
Gift and Furniture Mart
Los Angeles .............. 1,518 2000 40 Years
--------
TOTAL MERCHANDISE MART ............... 72,040
--------
WAREHOUSE/INDUSTRIAL
NEW JERSEY
East Brunswick .............. 4,824 1972 1972 18 - 40 Years
East Hanover ................ 11,410 1963 - 1967 1963 7 - 40 Years
Edison ...................... 2,700 1954 1982 12 - 25 Years
Garfield .................... 10,401 1942 1959 11 - 33 Years
--------
TOTAL WAREHOUSE/INDUSTRIAL ........... 29,335
--------
OTHER PROPERTIES
NEW JERSEY
Palisades ................... -- Under Develop
Montclair ................... 564 1972 1972 4 - 15 Years
--------
Total New Jersey ......... 564
--------
NEW YORK
Hotel Pennsylvania
(Commercial) ........... 20,810 1919 1997 40 Years
1135 Third Avenue ........... 791 1997 40 Years
Riese ....................... 165 1911-1987 1997 39 Years
--------
Total New York ........... 21,766
--------
-134-
VORNADO REALTY TRUST
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
(AMOUNTS IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-----------------------------------------------------------------------------------------------------------------------------
INITIAL COST TO GROSS AMOUNT AT WHICH
COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD
----------------------- CAPITALIZED ----------------------------------
SUBSEQUENT BUILDINGS
BUILDINGS AND TO AND
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2)
-------------------------------- ----------- ---------- ------------- ----------- -------- ------------ ------------
FLORIDA
Student Housing Joint Venture 19,243 3,722 21,095 534 3,763 21,588 25,351
---------- -------- ---------- -------- -------- ----------- -----------
Total Florida ............ 19,243 3,722 21,095 534 3,763 21,588 25,351
---------- -------- ---------- -------- -------- ----------- -----------
TOTAL OTHER PROPERTIES ............... 227,223 43,309 215,027 109,979 66,810 301,505 368,315
---------- -------- ---------- -------- -------- ----------- -----------
LEASEHOLD IMPROVEMENTS
EQUIPMENT AND OTHER ............. 74,493 74,493 74,493
-------- ----------- -----------
TOTAL
DECEMBER 31, 2001 ............... $2,477,173 $844,914 $2,998,464 $846,833 $895,831 $ 3,794,380 $ 4,690,211
========== ======== ========== ======== ======== =========== ===========
------------------------------------------------------------------------------------------------
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
------------------------------------------------------------------------------------------------
LIFE ON WHICH
DEPRECIATION
ACCUMULATED IN LATEST
DEPRECIATION INCOME
AND DATE OF DATE STATEMENT
DESCRIPTION AMORTIZATION CONSTRUCTION(3) ACQUIRED IS COMPUTED
-------------------------------- ------------ --------------- --------- ----------------
FLORIDA
Student Housing Joint Venture 1,466 1996-1997 2000 40 Years
--------
Total Florida ............ 1,466
--------
TOTAL OTHER PROPERTIES ............... 23,796
--------
LEASEHOLD IMPROVEMENTS
EQUIPMENT AND OTHER ............. 14,613 3 - 20 Years
TOTAL --------
DECEMBER 31, 2001 ............... $506,225
========
* These encumbrances are cross collateralized under a blanket mortgage in
the amount of $492,213 at December 31, 2001.
Notes:
(1) Initial cost is cost as of January 30, 1982 (the date on which
Vornado commenced real estate operations) unless acquired subsequent
to that date -- see Column H.
(2) The net basis of the company's assets and liabilities for tax
purposes is approximately $1,069,000 lower than the amount reported
for financial statement purposes.
(3) Date of original construction -- many properties have had
substantial renovation or additional construction -- see Column D.
(4) Buildings on these properties were demolished. As a result, the cost
of the buildings and improvements, net of accumulated depreciation,
were transferred to land. In addition, the cost of the land in
Kearny is net of a $1,615 insurance recovery.
-135-
VORNADO REALTY TRUST
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(AMOUNTS IN THOUSANDS)
The following is a reconciliation of real estate assets and accumulated
depreciation:
YEAR ENDED DECEMBER 31,
------------------------------------
2001 2000 1999
---------- ---------- ----------
REAL ESTATE
Balance at beginning of period ......... $4,354,392 $3,921,507 $3,315,891
Additions during the period:
Land ................................ 25,808 57,669 83,153
Buildings & improvements ............ 332,766 416,917 522,463
---------- ---------- ----------
4,712,966 4,396,093 3,921,507
Less: Asset sold and written-off ....... 22,755 41,701 --
---------- ---------- ----------
Balance at end of period ............... $4,690,211 $4,354,392 $3,921,507
========== ========== ==========
ACCUMULATED DEPRECIATION
Balance at beginning of period ......... $ 393,787 $ 308,542 $ 226,816
Additions charged to operating expenses 114,121 91,236 81,726
---------- ---------- ----------
507,908 399,778 308,542
Less: Accumulated depreciation on assets
sold and written-off ................ 1,683 5,991 --
---------- ---------- ----------
Balance at end of period ............... $ 506,225 $ 393,787 $ 308,542
========== ========== ==========
-136-
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
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
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 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.................................................................................. *
3.10 -- 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
3.11 -- 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............................................... *
----------
* Incorporated by reference
-137-
EXHIBIT
NO.
--------
3.12 -- 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.......................................................... *
3.13 -- 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.................................................. *
3.14 -- 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.................................................... *
3.15 -- 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................................................................................... *
3.16 -- 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............................................................................... *
3.17 -- 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............................................................................... *
3.18 -- 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....................... *
3.19 -- Articles Supplementary to Declaration of Trust of Vornado Realty Trust with respect to the
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................................................................. *
3.20 -- Articles Supplementary to Declaration of Trust of Vornado Realty Trust with respect to the
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............................................................. *
----------
* Incorporated by reference
-138-
EXHIBIT
NO.
--------
3.21 -- Articles Supplementary to Declaration of Trust of Vornado Realty Trust with respect to the
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..................................................................... *
3.22 -- Articles Supplementary to Declaration of Trust of Vornado Realty Trust with respect to the
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............................................................................ *
3.23 -- 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................................................... *
3.24 -- 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 (the "1997 10-K")............................................................ *
3.25 -- Amendment to the Partnership Agreement, dated as of December 16, 1997-Incorporated by reference
to Exhibit 3.5 of the 1997 10-K................................................................ *
3.26 -- 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........................................................................ *
3.27 -- 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............................................... *
3.28 -- 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...................................................... *
3.29 -- 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................................................ *
3.30 -- 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........................................................ *
3.31 -- 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............................................................ *
3.32 -- 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.............................................................. *
----------
* Incorporated by reference
-139-
EXHIBIT
NO.
--------
3.33 -- 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.............................................................. *
3.34 -- 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.............................................................. *
3.35 -- 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............................................................................ *
3.36 -- 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................................................ *
3.37 -- 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............................................... *
3.38 -- 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.............................................................. *
3.39 -- 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............................................................. *
3.40 -- 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............................................... *
3.41 -- 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....................................................... *
3.42 -- 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.......................................................... *
3.43 -- 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................................................ *
4.1 -- Instruments defining the rights of security holders (see Exhibits 3.1 through 3.22 of this
Annual Report on Form 10-K)
4.2 -- Indenture dated as of November 24, 1993 between Vornado Finance Corp. and Bankers Trust Company,
as Trustee - Incorporated by reference to Vornado's Current Report on Form 8-K dated
November 24, 1993 (File No. 001-11954), filed December 1, 1993................................. *
----------
* Incorporated by reference
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4.3. -- Specimen certificate representing Vornado's Common Shares of Beneficial Interest, par value
$0.04 per share - Incorporated by reference to Exhibit 4.1 of Amendment No. 1 to Registration
Statement on Form S-3 (File No. 33-62395), filed on October 26, 1995........................... *
4.4. -- Specimen certificate representing Vornado's $3.25 Series A Preferred Shares of Beneficial
Interest, liquidation preference $50.00 per share, no par value - Incorporated by reference to
Exhibit 4.2 of Vornado's Current Report on Form 8-K, dated April 3, 1997 (File No. 001-11954),
filed on April 8, 1997......................................................................... *
4.5. -- Specimen certificate evidencing Vornado's Series B 8.5% Cumulative Redeemable Preferred Shares
of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated
by reference to Exhibit 4.2 of Vornado's Registration Statement on Form 8-A (File No.
001-11954), filed on March 15, 1999............................................................ *
4.6. -- Specimen certificate evidencing Vornado's 8.5% Series C Cumulative Redeemable Preferred Shares
of Beneficial Interest, liquidation preferences $25.00 per share, no par value - Incorporated
by reference to Exhibit 4.2 of Vornado's Registration Statement on Form 8-A (File No.
001-11954), filed May 19, 1999................................................................. *
4.7. -- Indenture and Servicing Agreement, dated as of March 1, 2000, among Vornado, LaSalle Bank
National Association, ABN Amro Bank N.V. and Midland Loan Services, Inc. - Incorporated by
reference to Exhibit 10.48 of Vornado's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-11954), filed on March 9, 2000................................... *
10.1 -- Vornado Realty Trust's 1993 Omnibus Share Plan, as amended - Incorporated by reference to
Exhibit 4.1 of Vornado Realty Trust's registration statement on Form S-8 (File No. 331-09159),
filed on July 30, 1996......................................................................... *
10.2 -- Second Amendment, dated as of June 12, 1997, to Vornado's 1993 Omnibus Share Plan, as amended -
Incorporated by reference to Vornado's Registration Statement on Form S-8 (File No. 333-29011)
filed on June 12, 1997......................................................................... *
10.3 -- Master Agreement and Guaranty, between Vornado, Inc. and Bradlees New Jersey, Inc. dated as of
May 1, 1992 - Incorporated by reference to Vornado's Quarterly Report on Form 10-Q for quarter
ended March 31, 1992 (File No. 001-11954), filed May 8, 1992................................... *
10.4**-- Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of
November 24, 1993 made by each of the entities listed therein, as mortgagors to Vornado
Finance Corp., as mortgagee - Incorporated by reference to Vornado's Current Report on
Form 8-K dated November 24, 1993 (File No. 001-11954), filed December 1, 1993.................. *
10.5**-- 1985 Stock Option Plan as amended - Incorporated by reference to Vornado's Quarterly Report on
Form 10-Q for quarter ended May 2, 1987 (File No. 001-11954), filed June 9, 1987............... *
10.6**-- Form of Stock Option Agreement for use in connection with incentive stock options issued
pursuant to Vornado, Inc. 1985 Stock Option Plan - Incorporated by reference to Vornado's
Quarterly Report on Form 10-Q for quarter ended October 26, 1985 (File No. 001-11954), filed
December 9, 1985............................................................................... *
----------
* Incorporated by reference
** Management contract or compensatory plan
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10.7** -- Form of Stock Option Agreement for use in connection with incentive stock options issued
pursuant to Vornado, Inc. 1985 Stock Option Plan--Incorporated by reference to Vornado's
Quarterly Report on Form 10-Q for quarter ended May 2, 1987 (File No. 001-11954), filed
June 9, 1987................................................................................... *
10.8** -- Form of Stock Option Agreement for use in connection with incentive stock options issued
pursuant to Vornado, Inc. 1985 Stock Option Plan--Incorporated by reference to Vornado's
Quarterly Report on Form 10-Q for quarter ended October 26, 1985 (File No. 001-11954), filed
December 9, 1985...............................................................................
*
10.9** -- Employment Agreement between Vornado Realty Trust and Joseph Macnow dated January 1, 1998 -
Incorporated by reference to Exhibit 10.7 of Vornado's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 001-11954), filed November 12, 1998................. *
10.10** -- Employment Agreement between Vornado Realty Trust and Richard Rowan dated January 1, 1998 -
Incorporated by reference to Exhibit 10.8 of Vornado's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 001-11954), filed November 12, 1998................. *
10.11** -- Employment Agreement between Vornado Realty Trust and Irwin Goldberg, dated December 11, 1997 -
Incorporated by reference to Exhibit 10.10 of Vornado's Annual Report on Form 10-K/A for the
year ended December 31, 1997 (File No. 001-11954), filed on April 14, 1998..................... *
10.12** -- Employment Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated December 2,
1996 - Incorporated by reference to Vornado's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 001-11954), filed March 13, 1997.................................. *
10.13 -- Promissory Notes from Steven Roth to Vornado, Inc. dated December 29, 1992 and January 15, 1993
- Incorporated by reference to Vornado's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 001-11954), filed February 16, 1993................................ *
10.14 -- Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29, 1992 -
Incorporated by reference to Vornado's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 001-11954), filed February 16, 1993................................ *
10.15 -- Stock Pledge Agreement between Vornado, Inc. and Steven Roth dated December 29, 1992 -
Incorporated by reference to Vornado's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 001-11954), filed February 16, 1993................................ *
10.16 -- Promissory Note from Steven Roth to Vornado Realty Trust dated April 15, 1993 and June 17, 1993
- Incorporated by reference to Vornado's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 001-11954), filed March 24, 1994................................... *
10.17 -- Promissory Note from Richard Rowan to Vornado Realty Trust - Incorporated by reference to
Vornado's Annual Report on Form 10-K for the year ended December 31, 1993 (File
No. 001-11954), filed March 24, 1994........................................................... *
10.18 -- Promissory Note from Joseph Macnow to Vornado Realty Trust - Incorporated by reference to
Vornado's Annual Report on Form 10-K for the year ended December 31, 1993 (File
No. 001-11954), filed March 24, 1994........................................................... *
----------
* Incorporated by reference
** Management contract or compensatory plan
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10.19 -- Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992
- Incorporated by reference to Vornado's Annual Report on Form 10-K for the year ended
December 31, 1992 (File No. 001-11954), filed February 16, 1993................................ *
10.20 -- Real Estate Retention Agreement between Vornado, Inc., Keen Realty Consultants, Inc. and
Alexander's, Inc., dated as of July 20, 1992 - Incorporated by reference to Vornado's Annual
Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed
February 16, 1993.............................................................................. *
10.21 -- Amendment to Real Estate Retention Agreement dated February 6, 1995 - Incorporated by reference
to Vornado's Annual Report on Form 10-K for the year ended December 31, 1994 (File No.
001-11954), filed March 23, 1995............................................................... *
10.22 -- Stipulation between Keen Realty Consultants Inc. and Vornado Realty Trust re: Alexander's
Retention Agreement - Incorporated by reference to Vornado's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 001-11954), filed March 24, 1994.................... *
10.23 -- Stock Purchase Agreement, dated February 6, 1995, among Vornado Realty Trust and Citibank, N.A.
Incorporated by reference to Vornado's Current Report on Form 8-K dated February 6, 1995
(File No. 001-11954), filed February 21, 1995.................................................. *
10.24 -- Management and Development Agreement, dated as of February 6, 1995 - Incorporated by reference
to Vornado's Current Report on Form 8-K dated February 6, 1995 (File No. 001-11954), filed
February 21, 1995.............................................................................. *
10.25 -- Standstill and Corporate Governance Agreement, dated as of February 6, 1995 - Incorporated by
reference to Vornado's Current Report on Form 8-K dated February 6, 1995 (File No. 001-11954),
filed February 21, 1995........................................................................ *
10.26 -- Credit Agreement, dated as of March 15, 1995, among Alexander's Inc., as borrower, and Vornado *
Lending Corp., as lender - Incorporated by reference from Annual Report on Form 10-K for the
year ended December 31, 1994 (File No. 001 - 11954), filed March 23, 1995...................... *
10.27 -- Subordination and Intercreditor Agreement, dated as of March 15, 1995 among Vornado Lending
Corp., Vornado Realty Trust and First Fidelity Bank, National Association - Incorporated by
reference to Vornado's Annual Report on Form 10-K for the year ended December 31, 1994
(File No. 001-11954), filed March 23, 1995..................................................... *
10.28 -- Form of Intercompany Agreement between Vornado Realty L.P. and Vornado Operating, Inc.
- Incorporated by reference to Exhibit 10.1 of Amendment No. 1 to Vornado Operating, Inc.'s
Registration Statement on Form S-11 (File No. 333-40701), filed on January 23, 1998............ *
10.29 -- Form of Revolving Credit Agreement between Vornado Realty L.P. and Vornado Operating, Inc.,
together with related form of Note - Incorporated by reference to Exhibit 10.2 of Amendment
No. 1 to Vornado Operating, Inc.'s Registration Statement on Form S-11 (File No. 333-40701).... *
10.30 -- Registration Rights Agreement, dated as of April 15, 1997, between Vornado Realty Trust and the
holders of Units listed on Schedule A thereto - Incorporated by reference to Exhibit 10.2 of
Vornado's Current Report on Form 8-K (File No. 001-11954), filed on April 30, 1997............. *
----------
* Incorporated by reference
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10.31 -- Noncompetition Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust, the
Mendik Company, L.P., and Bernard H. Mendik - Incorporated by reference to Exhibit 10.3 of
Vornado's Current Report on Form 8-K (File No. 001-11954), filed on April 30, 1997............... *
10.32 -- Employment Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust, The Mendik
Company, L.P. and David R. Greenbaum - Incorporated by reference to Exhibit 10.4 of Vornado's
Current Report on Form 8-K (File No. 001-11954), filed on April 30, 1997......................... *
10.33 -- Agreement, dated September 28, 1997, between Atlanta Parent Incorporated, Portland Parent
Incorporated and Crescent Real Estate Equities, Limited Partnership - Incorporated by reference
to Exhibit 99.6 of Vornado's Current Report on Form 8-K (File No. 001-11954), filed on
October 8, 1997.................................................................................. *
10.34 -- Contribution Agreement between Vornado Realty Trust, Vornado Realty L.P. and The Contributors
Signatory - thereto - Merchandise Mart Properties, Inc. (DE) and Merchandise Mart Enterprises,
Inc. - Incorporated by reference to Exhibit 10.34 of Vornado's Annual Report on Form 10-K/A for
the year ended December 31, 1997 (File No. 001-11954), filed on April 8, 1998.................... *
10.35 -- Sale Agreement executed November 18, 1997, and effective December 19, 1997, between MidCity
Associates, a New York partnership, as Seller, and One Penn Plaza LLC, a New York Limited
liability company, as purchaser - Incorporated by reference to Exhibit 10.35 of Vornado's Annual
Report on Form 10-K/A for the year ended December 31, 1997 (File No. 001-11954), filed on April
8, 1998.......................................................................................... *
10.36 -- Promissory Notes from Michael D. Fascitelli to Vornado Realty Trust dated March 2, 1998 and
April 30, 1998 - Incorporated by reference to Exhibit 10.37 of Vornado's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998 (File No. 001-11954), filed May 13, 1998.......... *
10.37 -- Credit Agreement dated as of June 22, 1998 among One Penn Plaza, LLC, as Borrower, The Lenders
Party hereto, The Chase Manhattan Bank, as Administrative Agent - Incorporated by reference to
Exhibit 10 of Vornado's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (File
No. 001-11954), filed August 13, 1998............................................................ *
10.38 -- Registration Rights Agreement, dated as of April 1, 1998, between Vornado and the Unit Holders
named herein - Incorporated by reference to Exhibit 10.2 of Amendment No. 1 to Vornado's
Registration Statement on Form S-3 (File No. 333-50095), filed on May 6, 1998.................... *
10.39 -- Registration Rights Agreement, dated as of August 5, 1998, between Vornado and the Unit Holders
named therein - Incorporated by reference to Exhibit 10.1 of Vornado's Registration Statement on
Form S-3 (File No. 333-89667), filed on October 25, 1999......................................... *
10.40 -- Registration Rights Agreement, dated as of July 23, 1998, between Vornado and the Unit Holders
named therein - Incorporated by reference to Exhibit 10.2 of Vornado's Registration Statement on
Form S-3 (File No. 333-89667), filed on October 25, 1999......................................... *
----------
* Incorporated by reference
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10.41 -- Consolidated and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and
Fixture Filing, dated as of March 1, 2000, between Entities named therein (as Mortgagors) and
Vornado (as Mortgagee) - Incorporated by reference to Exhibit 10.47 of Vornado's Annual Report
on Form 10-K for the period ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000. *
10.42 -- Employment Agreement, dated January 22, 2000, between Vornado Realty Trust and Melvyn Blum -
Incorporated by reference to Exhibit 10.49 of Vornado's Annual Report on Form 10-K for the
period ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000...................... *
10.43 -- First Amended and Restated Promissory Note of Steven Roth, dated November 16, 1999 -
Incorporated by reference to Exhibit 10.50 of Vornado's Annual Report on Form 10-K for the
period ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000...................... *
10.44 -- Letter agreement, dated November 16, 1999, between Steven Roth and Vornado Realty Trust -
Incorporated by reference to Exhibit 10.51 of Vornado's Annual Report on Form 10-K for the
period ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000...................... *
10.45 -- Promissory Note of Melvyn Blum, dated March 24, 2000 - Incorporated by reference to Vornado's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (File No. 001-11954) filed on
May 5, 2000...................................................................................... *
10.46 -- Promissory Note of Melvyn Blum, dated April 4, 2000 - Incorporated by reference to Vornado's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (File No. 001-11954) filed on
May 5, 2000...................................................................................... *
10.47 -- Revolving Credit Agreement dated as of March 21, 2000 among Vornado Realty L.P., as borrower,
Vornado Realty Trust, as general partner, and UBS AG, as Bank - Incorporated by reference to
Vornado's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (File No.
001-11954) filed on May 5, 2000.................................................................. *
10.48 -- Agreement and Plan of Merger, dated as of October 18, 2001, by and among Vornado Realty Trust,
Vornado Merger Sub L.P., Charles E. Smith Commercial Realty L.P., Charles E. Smith Commercial
Realty L.L.C., Robert H. Smith, individually, Robert P. Kogod, individually, and Charles E.
Smith Management, Inc. - Incorporated by reference to Exhibit 2.1 of Vornado Realty Trust's
Current Report on Form 8-K (File No. 001-11954), filed on January 16, 2002....................... *
12 -- Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Share
Dividend Requirements
21 -- Subsidiaries of the Registrant
23 -- Consent of independent auditors
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