1 EXHIBIT INDEX ON PAGE 112 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, 1999 ----------------------------------------------------- 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) <TABLE> <CAPTION> MARYLAND 22-1657560 - -------------------------------------------------------------------- -------------------------------------------------------- <S> <C> (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663 - -------------------------------------------------------------------- -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) </TABLE> Registrant's telephone number including area code: (201) 587-1000 ------------------------------ <TABLE> <CAPTION> Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered ------------------- ----------------------------------------- <S> <C> 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 </TABLE> 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 March 1, 2000 was $2,130,503,000. As of March 1, 2000, there were 86,393,140 common shares of the registrant's shares of beneficial interest outstanding. Documents Incorporated by Reference ----------------------------------- PART III: Proxy Statement for Annual Meeting of Shareholders to be held on May 31, 2000.
2 TABLE OF CONTENTS <TABLE> <CAPTION> ITEM PAGE ---- ---- <S> <C> <C> <C> PART I. 1. Business............................................................................... 3 2. Properties............................................................................. 12 3. Legal Proceedings...................................................................... 46 4. Submission of Matters to a Vote of Security Holders.................................... 46 Executive Officers of the Registrant................................................... 46 PART II. 5. Market for the Registrant's Common Equity and Related Stockholder Matters.............. 47 6. Selected Consolidated Financial Data................................................... 48 Management's Discussion and Analysis of Financial Condition and Results of 7. Operations........................................................................... 50 7A. Quantitative and Qualitative Disclosures about Market Risk............................. 65 8. Financial Statements and Supplementary Data............................................ 66 9. Changes In and Disagreements With Independent Auditors on Accounting and Financial Disclosure........................................................................... 66 PART III. 10. Directors and Executive Officers of the Registrant..................................... (1) 11. Executive Compensation................................................................. (1) 12. Security Ownership of Certain Beneficial Owners and Management......................... (1) 13. Certain Relationships and Related Transactions......................................... (1) PART IV. 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................... 103 SIGNATURES................................................................................................... 104 </TABLE> ---------------- (1) These items are omitted because 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, 1999, which is incorporated by reference herein. Information relating to Executive Officers of the Registrant appears on page 46 of this Annual Report on Form 10-K. Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Certain factors could cause actual results to differ materially from those in the forward-looking statements. Factors that might cause such a material difference include, but are not limited to, (a) changes in the general economic climate, (b) local conditions such as an oversupply of space or a reduction in demand for real estate in the area, (c) conditions of tenants, (d) competition from other available space, (e) increased operating costs and interest expense, (f) the timing of and costs associated with property improvements, (g) changes in taxation or zoning laws, (h) government regulations, (i) failure of Vornado to continue to qualify as a REIT, (j) availability of financing on acceptable terms, (k) potential liability under environmental or other laws or regulations, and (l) general competitive factors. -2-
3 PART I ITEM 1. BUSINESS THE COMPANY Vornado Realty Trust is a fully-integrated real estate investment trust ("REIT"). In April 1997, Vornado transferred substantially all of its assets to Vornado Realty L.P., a Delaware limited partnership (the "Operating Partnership"). As a result, Vornado conducts its business through the Operating Partnership. Vornado is the sole general partner of, and owned approximately 86% of the common limited partnership interest in, the Operating Partnership at March 1, 2000. 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 Building Properties ("Office"): (i) all or portions of 22 office building properties in the New York City metropolitan area (primarily Manhattan) aggregating approximately 14.0 million square feet; (ii) a 34% limited partnership interest in Charles E. Smith Commercial Realty L.P. ("CESCR"), a limited partnership which owns and manages approximately 10.7 million square feet of office properties in Northern Virginia and Washington, D.C., and manages an additional 7.9 million square feet of office and other commercial properties in the Washington, D.C. area; Retail Properties ("Retail"): (iii) 56 shopping center properties in six states and Puerto Rico aggregating approximately 12.0 million square feet, including 1.4 million square feet built by tenants on land leased from the Company; Merchandise Mart Properties: (iv) the Merchandise Mart Properties portfolio containing approximately 6.8 million square feet, including the 3.4 million square foot Merchandise Mart in Chicago; Temperature Controlled Logistics: (v) a 60% interest in partnerships that own 89 warehouse facilities nationwide with an aggregate of approximately 428 million cubic feet of refrigerated space (excludes 15 additional warehouses containing approximately 91 million cubic feet managed by AmeriCold Logistics). AmeriCold Logistics leases all of the partnerships' facilities; Other Real Estate Investments: (vi) approximately 32% of the outstanding common stock of Alexander's, Inc. ("Alexander's"), which has eight properties in the New York City metropolitan area; (vii) The Hotel Pennsylvania in New York City contains approximately 800,000 square feet of space with 1,700 rooms and approximately 400,000 square feet of retail and office space; (viii) approximately 30% interest in the Newkirk joint ventures which own various equity and debt interests relating to 120 limited partnerships which own real estate, primarily office and retail, net leased to credit rated tenants; (ix) eight dry warehouse /industrial properties in New Jersey containing approximately 2.0 million square feet; and (x) other real estate investments. -3-
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, making opportunistic investments and executing its operating strategies through: - Maintaining a superior team of operating and investment professionals and an opportunistic entrepreneurial spirit; - Investing in properties in the New York City metropolitan area and other selected markets where the Company believes there is high likelihood of capital appreciation; - Acquiring high quality properties at a discount to replacement cost and where there is a significant potential for higher rents; - Investing in retail properties in selected understored locations such as the New York City metropolitan area; - 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; and - Developing and redeveloping the Company's existing properties to increase returns and maximize value. 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. -4-
5 ACQUISITIONS AND INVESTMENTS Since January 1, 1999, the Company completed approximately $807 million of real estate acquisitions and investments. The following table lists the acquisitions and investments by business segment: <TABLE> <CAPTION> TOTAL CONSIDERATION LOCATION (IN MILLIONS) -------- ------------- <S> <C> <C> OFFICE: ------- 888 Seventh Avenue.................................. New York City $ 117 Charles E. Smith Commercial Realty, L.P.: Increase in investment to 34%................... Northern Virginia and Washington, D.C. 242 Crystal City hotel land......................... Crystal City, Virginia 8 909 Third Avenue.................................... New York City 123 595 Madison Avenue (the Fuller Building)............ New York City 125 GreenPoint leasehold interest....................... New York City 37 RETAIL: ------- Vornado-Ceruzzi Joint Venture (80% interest).................................. Northeast and Mid-Atlantic states 12 OTHER REAL ESTATE INVESTMENTS: ------------------------------ Newkirk Joint Ventures - additional investments..... Various 68 Hotel Pennsylvania - increase in investment from 80% to 100%..................................... New York City 42 Alexander's Inc. - increase in investment from 29.3% to 32%.......................................... New York City 9 Student Housing Joint Ventures (90% interest).................................. Florida 24 ------- Total Acquisitions and Investments........ $ 807 ======= </TABLE> OFFICE: 888 Seventh Avenue On January 12, 1999, the Company completed the acquisition of 888 Seventh Avenue, a 46 story Manhattan office building, for approximately $117,000,000, of which $55,000,000 was indebtedness. Charles E. Smith Commercial Realty L.P. On March 4, 1999, the Company made an additional $242,000,000 investment in CESCR by contributing to CESCR the land under certain CESCR office properties in Crystal City, Arlington, Virginia, and partnership interests in certain CESCR subsidiaries. The Company acquired these assets from Commonwealth Atlantic Properties, Inc. ("CAPI"), an affiliate of Lazard Freres Real Estate Investors L.L.C., immediately prior to the contribution to CESCR. Together with the Company's investment in CESCR made in 1997 and the units it reacquired in March 1999 from Vornado Operating Company, the Company owns approximately 34% of CESCR's limited partnership units. In addition, the Company acquired from CAPI for $8,000,000 the land under a Marriott Hotel located in Crystal City. The purchase price was paid to CAPI by the Company issuing $250,000,000 of 6% Convertible Preferred Units of the Company's Operating Partnership. The Preferred Units are convertible at $44 per unit and the coupon increases to 6.50% over the next three years and then fixes at 6.75% in year eight. The Company has the right to appoint one of three members to CESCR's Board of Managers, increasing under certain circumstances to two of four members in March 2002. In connection with these transactions, the Company made a five-year $41,200,000 loan to CAPI with interest at 8%, increasing to 9% ratably over the term. The loan is secured by approximately $55,000,000 of the Operating Partnership's units issued to CAPI as well as certain real estate assets. -5-
6 909 Third Avenue On July 21, 1999, the Company acquired 909 Third Avenue, a 33 story Manhattan office building, for approximately $123,000,000, of which $109,000,000 was indebtedness. 595 Madison Avenue On September 15, 1999, the Company acquired 595 Madison Avenue (the "Fuller Building"), a 40 story Manhattan office building, for approximately $125,000,000. GreenPoint Leasehold Interest On December 16, 1999, the Company acquired GreenPoint Financial Corporation's 99-year leasehold interest in approximately 56,000 square feet, adjacent to One Penn Plaza, as part of its redevelopment plan for the Penn Plaza district for approximately $37,300,000. RETAIL: Vornado-Ceruzzi Joint Ventures On January 4, 2000 and January 25, 2000, the Company and its joint venture partner acquired fee and/or leasehold interests in six properties located in Pennsylvania, Virginia and Maryland formerly occupied by Hechinger, Inc., a home improvement retailer, which was liquidated. The purchase price for the 500,000 square feet acquired was $15,000,000. The Company's share of this investment is 80% or $12,000,000. OTHER REAL ESTATE INVESTMENTS: Newkirk Joint Ventures On March 9, 1999, the Company and its joint venture partner completed the acquisition of additional equity interests in certain limited partnerships. The Company's additional investment of $52,435,000 consisted of $47,790,000 in Operating Partnership Units and $4,645,000 in cash. On October 15, 1999, the Company completed the acquisition of $15,600,000 of securitized debt of the Newkirk Joint Ventures which has an average yield of 14.28%. Hotel Pennsylvania On August 5, 1999, the Company increased its interest in the Hotel by acquiring Planet Hollywood International, Inc.'s ("Planet Hollywood") 20% interest in the hotel for approximately $18,000,000 and assumed $24,000,000 of existing debt. In connection with the transaction, the Company terminated the licensing agreement with Planet Hollywood for an Official All-Star Hotel. The Hotel Pennsylvania is located in New York City on Seventh Avenue opposite Madison Square Garden. After the acquisition, the Company owned 100% of the commercial portion of the building (retail and office space) and 98% of the hotel portion through a preferred stock affiliate (in which the Company owns all of the preferred equity and none of the common equity). Alexander's On October 21, 1999, the Company increased its ownership interest in Alexander's from 29.3% to 32% by acquiring an additional 135,600 shares of Alexander's common stock for approximately $8,956,000. 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 indebtedness. The Company's share of this investment is 90%. -6-
7 DISPOSITIONS On March 3, 2000, the Company sold three shopping centers located in Texas for approximately $25,750,000 resulting in a gain of $4,400,000. DEVELOPMENT AND REDEVELOPMENT PROJECTS During 1999, the Company expended approximately $93,444,000 in connection with development and redevelopment projects which included (i) $27,544,000 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, (ii) $11,000,000 to buyout the Bradlees lease at 14th Street and Union Square (effective March 15, 2002), and (iii) $54,900,000 for the multi-year projects described below. The following table sets forth certain information for multi-year projects currently in development or redevelopment as of December 31, 1999: <TABLE> <CAPTION> (dollars in millions) The Company's Share of ------------------------------------------------------ Estimated Costs Expended Anticipated Total Project through Estimated Costs Project Completion Date Cost December 31, 1999 to Complete ------- --------------- ------------- ----------------- --------------- <S> <C> <C> <C> <C> YMCA Development (80% interest) construction and sale of 119,000 square foot residential condominium tower in Manhattan (46 of the 53 units (87%) have been presold as of March 1, 2000) Spring 2001 $ 99.5 $ 22.9 $ 76.6 Fort Lee, New Jersey (75% interest) - construction of an 800,000 square foot high rise rental apartment complex Winter 2002 125.4 17.8 107.6 Temperature Controlled Logistics (60% interest) - acquisition, development and expansion of distribution and production warehouses 2000-2001 75.7 -- 75.7 770 Broadway - refurbishment of 1,016,000 square foot office property Spring 2000 36.0 24.9 11.1 Market Square Complex in High Point, North Carolina - 335,000 square foot expansion project Spring 2000 23.0 15.3 7.7 ---------- -------- -------- $ 359.6 $ 80.9 $ 278.7 ========== ======== ======== </TABLE> The above table does not include the capital requirements of Alexander's which are described in Item II: Properties. In addition to the projects noted above, the Company has identified the following opportunities for future development or redevelopment: (i) the site at 14th Street and Union (currently leased to Bradlees), which may include razing the existing building and developing a large multi-use building, (ii) the refurbishment of the Hotel Pennsylvania, (iii) the redevelopment of the Company's Penn Station properties which may include creating new retail space, (iv) the construction of a large office tower at 7 Times Square (50% interest), (v) the construction of 435,000 square feet of new showrooms in High Point, North Carolina, (vi) the redevelopment of office space at 595 Madison Avenue, and (vii) the 45,000 square foot expansion of 640 Fifth Avenue. There can be no assurance that the above projects will be commenced or will be successful. -7-
8 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 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, 1999, $4,587,000 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, (a) 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 (b) 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 $330,000 for the year ended December 31, 1999 and $50,000 for the period from October 16, 1998 (commencement date) through December 31, 1998. 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 a corresponding position with Vornado Operating. Temperature Controlled Logistics Business On October 31, 1997, partnerships (the "Vornado/Crescent Partnerships") in which affiliates of the Company have a 60% interest and affiliates of Crescent Real Estate Equities Company have a 40% interest, acquired each of AmeriCold Corporation ("Americold") and URS Logistics, Inc. ("URS"). In June 1998, the Vornado/Crescent Partnerships acquired the assets of Freezer Services, Inc. and in July 1998 acquired the Carmar Group. -8-
9 On March 12, 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 $48,000,000 to a new partnership owned 60% by Vornado Operating Company and 40% by Crescent Operating Inc. ("AmeriCold Logistics"). The new partnership leases the underlying temperature controlled warehouses used in this business from the Vornado/Crescent Partnerships which continue to own the real estate. The leases 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. The new partnership is required to pay for all costs arising from the operation, maintenance and repair of the properties as well as property capital expenditures in excess of $5,000,000 annually. The new partnership has the right to defer a portion of the rent for up to three years beginning on March 12, 1999 to the extent that available cash, as defined in the leases, is insufficient to pay such rent and pursuant thereto, rent was deferred for the period ended December 31, 1999 of which the Company's share was $3,240,000. Disposition and Acquisition of Interest in CESCR On December 31, 1998, the Company sold approximately 1.7% of the outstanding partnership units of CESCR to Vornado Operating Company for an aggregate purchase price of approximately $12,900,000, or $34 per unit (which is the price at which CESCR issued partnership units in October 1998 in connection with a significant "roll-up" transaction). The purchase price was funded out of Vornado Operating's working capital. After giving effect to this purchase, the Company owned approximately 9.6% of CESCR as of December 31, 1998. In connection with this purchase, the Company granted to Vornado Operating an option to require the Company to repurchase all of the CESCR units at the price at which Vornado Operating purchased the CESCR units, plus a cumulative return on such amount at a rate of 10% per annum. In March 1999, Vornado Operating exercised such option and the Company reacquired the CESCR units from Vornado Operating for $13,200,000. FINANCING ACTIVITIES During 1999, the Company sold an aggregate of $539,500,000 of Cumulative Redeemable Preferred Units and $200,000,000 of Cumulative Redeemable Preferred Shares, resulting in net proceeds of approximately $718,734 ,000. In addition, during 1999 the Company completed $485,000,000 of property level refinancings. On March 1, 2000, the Company completed a $500,000,000 private placement of 10-year, 7.93% mortgage notes, cross-collateralized by 42 shopping center properties, resulting in net proceeds of approximately $490,000,000. In connection therewith, the Company repaid $228,000,000 of existing mortgage debt scheduled to mature on December 1, 2000 and $262,000,000 outstanding under its revolving credit facility. Further detail 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, 1999, the ratio of debt-to-enterprise value (market equity value plus debt less cash) was 43% based on debt of $3.2 billion which included the Company's proportionate share of debt of partially-owned 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 by the Company without the vote of shareholders. -9-
10 The Company may seek to obtain funds through equity offerings or debt financings, 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 reacquire 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, 1999, 1998 and 1997. Prior to April 1997, the Company operated in one segment-retail real estate, primarily in the Northeast section of the United States. <TABLE> <CAPTION> ------------------------------------------ PERCENTAGE OF EBITDA ------------------------------------------ Years Ended December 31, ------------------------------------------ SEGMENT 1999 1998 1997 ------- ----------- ----------- ------------ <S> <C> <C> <C> Office.......................................... 42% 37% 38% Retail.......................................... 19% 26% 57% Merchandise Mart Properties..................... 12% 9% -- Temperature Controlled Logistics................ 16% 20% 8% Other........................................... 11% 8% (3)% --- --- ---- 100% 100% 100% === === === REGION ------ New York City metropolitan area................. 48% 54% 72% Washington D.C./Northeast Virginia.............. 12% 7% 1% Chicago......................................... 8% 6% -- New Jersey...................................... 4% 5% 14% Puerto Rico..................................... 2% 2% 4% Other (2)....................................... 26% 26% 9% --- --- --- 100% 100% 100% === === === </TABLE> ----------------------------- (1) EBITDA represents income before interest, taxes, depreciation and amortization, extraordinary or non-recurring items, gains or losses on sales of real estate and the effect of straight-lining of property rentals for rent escalations. 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 facilities in 31 states and Alberta, Canada. See page 34 for details. RELATIONSHIP WITH ALEXANDER'S The Company owns 32.0% 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 eight properties (see Item 2. Properties--Alexander's). At December 31, 1999, the Company has loans receivable from Alexander's aggregating $95,000,000, including $50,000,000 loaned to Alexander's on October 20, 1999. The loans, which were scheduled to mature on March 15, 2000, were extended to March 15, 2001. The interest rate was reset from 14.18% to 15.72%, reflecting an increase in the underlying Treasury rate. Management believes there are no indications of impairment as discussed in Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan". 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 Development and Redevelopment projects. Alexander's common stock is listed on the New York Stock Exchange under the symbol "ALX". -10-
11 INTERSTATE PROPERTIES As of December 31, 1999, Interstate Properties and its partners owned approximately 17.8% of the common shares of beneficial interest of the Company, 27.3% 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 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 four business segments, Office, Retail, Merchandise Mart Properties and Temperature Controlled Logistics, operate in highly competitive environments. 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, income tax laws, governmental regulations, legislation and population trends. The Company competes with a large number of real estate property owners. Principal factors of competition are rent charged, attractiveness of property and the quality and breadth of services provided. The Company has a large concentration of properties in the New York City metropolitan area, a highly competitive market. The economic condition of this market may be significantly influenced by supply and demand for space and the financial performance and productivity of the publishing, retail, pharmaceutical, insurance and finance industries. ENVIRONMENTAL REGULATIONS Under various Federal, state and local laws and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic 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. Such 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 damaged asbestos-containing materials or in the event of demolition or certain renovations or remodeling and also govern emissions of and exposure to asbestos fibers in the air. Air emissions and waste-water discharges and the operation and subsequent removal of certain 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 or tanks or related claims for personal injury, property damage or fines. 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 requirements would not result in significant costs to the Company. CERTAIN ACTIVITIES Acquisitions and investments are not necessarily 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. -11-
12 EMPLOYEES The Company has approximately 1,299 employees consisting of 95 in the Office Properties segment, 53 in the Retail Properties segment, 588 in the Merchandise Mart Properties segment, 470 at the Hotel Pennsylvania and 93 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 Park 80 West, Plaza II, Saddle Brook, New Jersey 07663; telephone (201) 587-1000. ITEM 2. PROPERTIES The Company currently owns, directly or indirectly, Office properties, Retail properties, Merchandise Mart Properties and Temperature Controlled Logistics warehouses. The Company also owns or has investments in Alexander's, Hotel Pennsylvania, Newkirk Joint Ventures, and dry warehouses and industrial buildings. -12-
13 OFFICE The New York City office properties consist of (i) all or a portion of 22 office buildings in the New York City metropolitan area (primarily Manhattan) aggregating approximately 14.0 million square feet (including 825,000 square feet of retail space and five garages containing 334,000 square feet) (collectively, the "New York City Office Properties") and (ii) a 34% interest in Charles E. Smith Commercial Realty, L.P. which owns interests in and manages approximately 10.7 million square feet of office properties in Northern Virginia and Washington, D.C. (the "CESCR Office Properties"). 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 21. New York City Office Properties: The following table sets forth the percentage of the New York City Office Properties revenue by tenants' industry: <TABLE> <CAPTION> Industry Percentage -------- ---------- <S> <C> <C> Publishing.................. 13% Retail...................... 10% Finance..................... 9% Legal....................... 8% Technology.................. 7% Insurance................... 6% Government.................. 5% Pharmaceuticals............. 5% Media and Entertainment..... 5% Apparel..................... 3% Service Contractors......... 3% Engineering................. 3% Bank Branches............... 5% Other....................... 18% </TABLE> The Company's New York City Office property lease terms 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. 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 1999: <TABLE> <CAPTION> Percentage of the New (in thousands, except percentages) York City Office Square Feet 1999 Properties Tenant Leased Revenues Revenues ------ ----------- ------------ ---------- <S> <C> <C> <C> Sterling Winthrop Inc............ 429 $ 18,125 5% Times Mirror Company............. 520 15,424 4% The McGraw Hill Companies Inc................ 486 14,199 4% Mutual Life Insurance Co......... 264 8,734 2% Kmart Corporation................ 287 7,649 2% </TABLE> -13-
14 The following table sets forth lease expirations for each of the next 10 years, as of December 31, 1999, assuming that none of the tenants exercise their renewal options. <TABLE> <CAPTION> 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 - ---- --------------- ------------------ --------------- --------------- ----------------- <S> <C> <C> <C> <C> <C> 2000...................... 211 914,000 6.6% $ 31,501,000 $ 34.45 2001...................... 127 767,000 5.5% 25,755,000 33.59 2002...................... 122 793,000 5.7% 24,235,000 30.55 2003...................... 98 1,294,000(1) 9.3% 29,065,000 22.47 2004...................... 117 973,000 7.0% 31,055,000 31.91 2005...................... 62 505,000 3.6% 15,650,000 30.98 2006...................... 69 869,000 6.3% 24,178,000 27.82 2007...................... 57 865,000 6.2% 28,496,000 32.93 2008...................... 63 1,228,000 8.8% 37,901,000 30.85 2009...................... 45 612,000 4.4% 19,998,000 32.66 </TABLE> - --------------------- (1) Includes 492,000 square feet at 909 Third Avenue leased to the U.S. Post Office. The annual escalated rent is $3,193,000 or $6.49 per square foot. The U.S. Post Office has 7 five-year renewal options remaining. As of March 1, 2000, the occupancy rate of the Company's New York City Office properties was 95%. 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 three years. <TABLE> <CAPTION> AVERAGE ANNUAL AS OF RENTABLE ESCALATED RENT DECEMBER 31, SQUARE FEET OCCUPANCY RATE PER SQUARE FOOT ----------------------- --------------- ---------------- ----------------- <S> <C> <C> <C> 1999.................. 14,028,000 95% $ 30.16 1998.................. 12,437,000 91% $ 28.14 1997.................. 8,353,000 95% $ 27.09 </TABLE> -14-
15 In 1999, 1,764,602 square feet of New York City office space was leased at a weighted average initial rent per square foot of $37.34. The Company's ownership interest in the leased square footage is 1,685,476 square feet at a weighted average initial rent per square foot of $37.10. At December 31, 1998, the weighted average escalated rent per square foot for the Company's interest in such properties was $26.22. Following is the detail by building: <TABLE> <CAPTION> 1999 Leases Average Annual ---------------------------------- Escalated Rent Average Initial Per Square Foot Rent Per Square at December 31, Location Square Feet Foot(1) 1998 ---------- ------------- ----------------- ----------------- <S> <C> <C> <C> 770 Broadway........................ 588,056 $ 31.86 $ 20.16 One Penn Plaza...................... 275,609 39.68 27.98 909 Third Avenue.................... 220,823 47.11 34.83 Two Penn Plaza...................... 88,379 38.06 27.80 Eleven Penn Plaza................... 66,870 31.37 26.75 888 Seventh Avenue.................. 62,211 42.27 30.08 330 Madison Avenue.................. 61,663 39.30 35.42 90 Park Avenue...................... 61,318 45.90 37.63 570 Lexington Avenue................ 58,896 46.73 31.69 150 East 58th Street................ 55,881 40.82 30.99 1740 Broadway....................... 53,800 42.00 34.42 866 United Nations Plaza............ 51,159 35.30 30.69 Two Park Avenue..................... 49,255 35.64 23.54 550/600 Mamaroneck Avenue........... 36,818 21.68 19.72 40 Fulton Street.................... 26,907 26.52 26.60 20 Broad Street..................... 6,957 17.25 27.51 --------- Total............................... 1,764,602 37.34 27.02 ========= Vornado's ownership interest........ 1,685,476 37.10 26.22 ========= </TABLE> --------------------------------- (1) Most leases include periodic step-ups in rent, which are not reflected in the initial rent per square foot leased. In addition to the office space noted above, the Company leased 37,000 square feet of retail space (of which 28,000 square feet was previously leased as office space) at 640 Fifth Avenue at an average initial rent per square foot of $202.79. During 1999, the Company granted non-exclusive rights to three companies to install fiber-optic networks and to provide broadband data, video and voice communications services in its office buildings in return for a share of revenues and warrants to purchase common stock. Concurrently, the Company has invested approximately $10.2 million in these entities, representing interests in each entity of less than 3%. -15-
16 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, 1999. <TABLE> <CAPTION> ANNUALIZED YEAR APPROXIMATE ANNUALIZED ESCALATED ORIGINALLY LAND LEASABLE NUMBER BASE RENT RENT DEVELOPED AREA BUILDING SQUARE OF PER PER SQ. FT.(2) PERCENT LOCATION OR ACQUIRED (SQ. FT.) FEET TENANTS SQ. FT.(1) LEASED (1) - --------------------------- ------------- ----------- ----------------- --------- ---------- -------------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> MANHATTAN One Penn Plaza (3) 1998 128,000 2,418,000 220 $ 28.28 $ 29.28 97% Two Penn Plaza 1997 117,000 1,497,000 62 27.97 29.01 98% 909 Third Avenue (3) 1999 82,000 1,303,000 18 22.23 24.04 88% 770 Broadway 1998 63,000 1,037,000 10 24.97 25.59 97% Eleven Penn Plaza 1997 56,000 975,000 75 27.00 29.35 97% </TABLE> <TABLE> <CAPTION> LEASE EXPIRATION/ PRINCIPAL TENANTS OPTION ENCUMBRANCES LOCATION (50,000 SQUARE FEET OR MORE) EXPIRATION (THOUSANDS) - --------------------------- ------------------------------ ------------- -------------- <S> <C> <C> <C> MANHATTAN One Penn Plaza (3) BNY Financial Group 2004/2009 $ 275,000 Buck Consultants 2008 Cisco Systems 2005/2011 First Albany 2008/2013 Kmart Corporation 2016/2036 Metropolitan Life 2004 Miller Freeman Inc. 2011/2021 MWB Leasing 2006 Parsons Brinkerhoff 2008/2013 State of NY 2004/2014 Stone & Webster 2008 Two Penn Plaza Compaq Computer 2003 163,147 Forest Electric 2006/2011 Information Builders, Inc. 2013/2023 Madison Square Garden 2007/2017 McGraw Hill Co., Inc. 2020/2030 Ogden Services 2008 UHC Management 2001/2006 909 Third Avenue (3) Citibank 2008 108,754 Fischbein Badillo 2008 Forest Laboratories 2010/2020 Ogilvy Public Relations 2009/2014 Shearman & Sterling 2007/2012 U.S. Post Office (4) 2003/2033 770 Broadway Chase Manhattan Bank 2005 -- J. Crew 2012/2017 Kmart 2016/2036 MTVN Online 2009/2014 V.N.U. U.S.A, Inc 2015/2020 Eleven Penn Plaza Crowthers McCall 2010 53,129 Executive Office Network 2012 Faulkner & Gray 2006/2011 </TABLE> -16-
17 <TABLE> <CAPTION> ANNUALIZED YEAR APPROXIMATE ANNUALIZED ESCALATED ORIGINALLY LAND LEASABLE NUMBER BASE RENT RENT DEVELOPED AREA BUILDING SQUARE OF PER PER SQ. FT.(2) PERCENT LOCATION OR ACQUIRED (SQ. FT.) FEET TENANTS SQ. FT.(1) LEASED (1) - ---------------------------- ------------- ----------- ----------------- --------- ---------- -------------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> Two Park Avenue 1997 44,000 952,000 48 23.72 23.99 96% 90 Park Avenue 1997 38,000 882,000 29 32.92 38.35 99% 888 Seventh Avenue 1999 32,000 861,000 47 28.62 31.12 93% 330 West 34th Street (3) 1998 46,000 625,000 12 14.21 14.47 90% 1740 Broadway 1997 30,000 552,000 17 31.21 33.87 100% 150 East 58th Street 1998 21,000 548,000 127 32.16 33.74 94% 866 United Nations Plaza 1997 90,000 386,000 85 31.11 36.08 94% 595 Madison 1999 13,000 297,000 79 53.69 58.29 92% (Fuller Building) 640 Fifth Avenue 1997 22,000 259,000 15 58.62 60.60 92% 40 Fulton Street 1998 18,000 233,000 31 27.95 28.56 94% 689 Fifth Avenue 1998 6,000 86,000 8 56.55 56.93 66% 330 Madison Avenue 1997 33,000 770,000 46 35.65 35.88 93% (25% Ownership) </TABLE> <TABLE> <CAPTION> LEASE EXPIRATION/ PRINCIPAL TENANTS OPTION ENCUMBRANCES LOCATION (50,000 SQUARE FEET OR MORE) EXPIRATION (THOUSANDS) - ---------------------------- ------------------------------- ------------- -------------- <S> <C> <C> <C> Federated Dept Stores 2016 Two Park Avenue Herrick Feinstein 2010/2015 65,000 Medical Liability Mutual Ins 2009 Schiefflin & Somerset 2006/2010 Times Mirror Company 2010/2025 United Way 2013/2018 90 Park Avenue Sterling Winthrop Inc. 2015/2035 -- Warnaco 2004 888 Seventh Avenue Golden Books 2013 55,000 New Line Realty 2007 Soros Fund Management LLC 2004-2010 Stanley H. Kaplan 2006/2011 The Limited 2014 330 West 34th Street (3) City of New York 2012/2017 -- Props for Today 2006/2016 1740 Broadway Davis & Gilbert 2013 -- Mutual Life Insurance 2016/2026 William Douglas McAdams 2007 150 East 58th Street 866 United Nations Plaza Fross & Zelnick 2009 33,000 595 Madison (Fuller Building) 640 Fifth Avenue Bozell Jacobs Kenyon 2008/2013 -- Hennes & Mauritz, Inc. 2014 40 Fulton Street Pencom Systems 2007 -- 689 Fifth Avenue Red Door Salons, Inc. 2007/2012 -- 330 Madison Avenue Bank Julius Baer 2005 -- (25% Ownership) BDO Seidman 2010/2015 -- </TABLE> -17-
18 <TABLE> <CAPTION> ANNUALIZED YEAR APPROXIMATE ANNUALIZED ESCALATED ORIGINALLY LAND LEASABLE NUMBER BASE RENT RENT DEVELOPED AREA BUILDING SQUARE OF PER PER SQ. FT.(2) PERCENT LOCATION OR ACQUIRED (SQ. FT.) FEET TENANTS SQ. FT.(1) LEASED (1) - ---------------------------- ------------- ----------- ----------------- --------- ---------- -------------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> 20 Broad Street (3) 1998 20,000 462,000 18 $ 27.12 30.62 96% (60% Ownership) 570 Lexington Avenue 1997 16,000 427,000 52 33.42 33.66 94% (49.9% Ownership) 825 Seventh Avenue 1996 18,000 165,000 3 27.26 27.26 100% (50% Ownership) WESTCHESTER 550/600 Mamaroneck 1998 666,000 234,000 48 19.89 20.81 92% Avenue(3) NEW JERSEY 1987 148,000 118,000 26 16.82 16.82 64% Paramus (3) ---------- ----------- -------- TOTAL OFFICE BUILDINGS 1,707,000 15,087,000 1,076 $ 28.51 $30.16 95% ========== =========== VORNADO' OWNERSHIP INTEREST 1,657,000 14,028,000 95% ========== =========== </TABLE> <TABLE> <CAPTION> LEASE EXPIRATION/ PRINCIPAL TENANTS OPTION ENCUMBRANCES LOCATION (50,000 SQUARE FEET OR MORE) EXPIRATION (THOUSANDS) - ---------------------------- ------------------------------- ------------- -------------- <S> <C> <C> <C> 20 Broad Street (3) N.Y. Stock Exchange 2003/2066 -- (60% Ownership) 570 Lexington Avenue -- (49.9% Ownership) 825 Seventh Avenue International 2013/2023 23,968 (50% Ownership) Merchandising Corp Young & Rubicom 2010/2015 WESTCHESTER 550/600 Mamaroneck -- Avenue(3) NEW JERSEY Paramus (3) -- -------- TOTAL OFFICE BUILDINGS $776,998 ======== VORNADO' OWNERSHIP INTEREST $765,014 ======== </TABLE> - ------------------------------ (1) Represents annualized monthly base rent for tenants excluding rent for leases which had not commenced as of December 31, 1999, 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) 100% ground leased property. (4) The U.S. Post Office leases approximately 492,000 square feet at this location at annualized escalated rent per square foot of $6.49. -18-
19 CESCR Office Properties: CESCR, owns 39 office buildings in the Northern Virginia and Washington D.C. area containing 10.7 million square feet. The Company owns a 34% interest in CESCR. As of December 31, 1999, 49 percent of CESCR's property portfolio is leased to various agencies of the U.S. government (General Services Administration "GSA" lessee); the largest U.S. government agencies include the U.S. Patent Trade Office (1.97 million square feet in 17 properties), the U.S. Navy Sea Systems Command (253,000 square feet in 7 properties), the Federal Supply Service (167,400 square feet in 2 properties) and the Environmental Protection Agency (203,000 square feet in one property). One additional tenant, US Airways, Inc. occupied 317,000 square feet in one building. As of December 31, 1999, no other tenants occupied more than 2% of CESCR's office properties. 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. Below is a listing of tenants which accounted for 2% or more of the CESCR Office Properties revenues in 1999: <TABLE> <CAPTION> Percentage (in thousands, except percentages) of the CESCR Office Square Feet 1999 Properties Tenant Leased Revenues Revenues ------ ------------- ----------- --------------- <S> <C> <C> <C> U.S. Patent Trade Office 1,970 $ 53,081 18% US Airways, Inc. 317 10,899 4% U.S. Navy Sea Systems Command 253 6,105 2% </TABLE> -19-
20 The following table sets forth as of December 31, 1999 CESCR lease expirations for each of the next 10 years, assuming that none of the tenants exercise their renewal options. <TABLE> <CAPTION> 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 - ---- --------------- --------------- ------------- ---------------- ----------------- <S> <C> <C> <C> <C> <C> 2000...................... 230 1,245,000 11.9% $ 33,199,000 $ 26.66 2001...................... 226 2,886,000 27.5% 70,126,000 24.30 2002...................... 176 1,302,000 12.4% 34,637,000 26.61 2003...................... 134 1,508,000 14.4% 41,043,000 27.22 2004...................... 103 2,126,000 20.2% 59,118,000 27.81 2005...................... 32 136,000 1.3% 3,765,000 27.68 2006...................... 18 261,000 2.5% 6,660,000 25.50 2007...................... 10 80,000 .8% 2,207,000 27.64 2008...................... 11 447,000 4.3% 14,213,440 31.81 2009...................... 17 407,000 3.9% 10,359,000 25.47 </TABLE> The following table sets forth the occupancy rate and the average annual escalated rent per square foot for the CESCR properties: <TABLE> <CAPTION> AVERAGE ANNUAL AS OF RENTABLE ESCALATED RENT DECEMBER 31, SQUARE FEET OCCUPANCY RATE PER SQUARE FOOT ----------------------- ------------- ---------------- ----------------- <S> <C> <C> <C> 1999.................. 10,657,000 99% $ 26.46 1998.................. 10,657,000 98% 25.22 </TABLE> CESCR manages an additional 7.9 million square feet of office and other commercial properties in the Washington, D.C. area for third parties. -20-
21 CESCR Office Properties The following table sets forth certain information for the CESCR Office Properties (in which the Company has a 34% interest), as of December 31, 1999. <TABLE> <CAPTION> YEAR APPROXIMATE ANNUALIZED ORIGINALLY LEASABLE NUMBER ANNUALIZED ESCALATED RENT DEVELOPED NUMBER OF BUILDING SQUARE OF BASE RENT PER PER SQ. FT. PERCENT LOCATION OR ACQUIRED BUILDINGS FEET TENANTS SQ. FT. (1) (2) LEASED (1) - -------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> Crystal Mall 1968 4 1,068,000 12 $ 24.20 $ 24.94 100% Crystal Plaza 1964-1969 7 1,223,000 121 24.11 24.91 99% Crystal Square 1974-1980 4 1,388,000 181 27.77 28.95 98% Crystal Gateway 1983-1987 4 1,081,000 102 26.77 27.52 97% Crystal Park 1984-1989 5 2,154,000 104 28.29 29.41 100% Arlington Plaza 1985 1 174,000 20 24.08 28.07 100% 1919 S Eads Street 1990 1 93,000 6 27.19 27.71 100% Skyline Place 1973-1984 6 1,595,000 188 21.69 22.19 98% One Skyline Tower 1988 1 477,000 5 21.21 22.51 100% Courthouse Plaza 1988-1989 2 609,000 59 24.49 26.44 100% 1101 17th Street 1963 1 204,000 51 27.65 30.14 99% 1730 M Street 1963 1 190,000 39 23.26 24.24 99% 1140 Connecticut Ave 1966 1 175,000 38 28.08 29.07 98% 1150 17th Street 1970 1 226,000 33 27.42 28.36 99% TOTAL CE SCR OFFICE PROPERTIES 39 10,657,000 959 $ 25.45 $ 26.46 99% ===== ============ ====== </TABLE> <TABLE> <CAPTION> LEASE PRINCIPAL TENANTS EXPIRATION/ (50,000 SQUARE FEET OR OPTION ENCUMBRANCES LOCATION MORE) EXPIRATION (THOUSANDS) - ------------------------------------------------------------------------------ <S> <C> <C> <C> Crystal Mall General Services 2001/2011 $ 67,665 Administration General Services 2001/2006 Administration Crystal Plaza General Services 2004/2014 74,572 Administration Crystal Square Boeing 2002/2007 247,458 General Services Administration 2003/2008 Lockheed Martin 2003/2008 Oblon Spivak 2004/2009 Crystal Gateway Analytical Services, Inc. 2001/2006 61,539 General Services Administration 2004 Lockheed Martin 2002/2005 Science Applications Int'l Corp. 2002 Crystal Park CE Smith Headquarters 2004/2009 301,358 General Services 2001/2011 Administration Techmatics 2002/2007 US Airways Headquarters 2008/2018 Vitro Corp 2002/2007 Arlington Plaza Georgetown University 2002/2007 18,249 Science Research Analysis 2001/2011 Corp. 1919 S Eads Street Vitro Corp 2001/2004 13,687 Skyline Place BDM Federal, Inc. 2000/2003 123,176 Electronic Data Services 2003 Science Application Int'l 2003/2008 Corp. Science Research Analysis 2001 Corp. One Skyline Tower General Services 2004 & 2009 68,164 Administration Science Research Analysis 2003/2008 Corp. Courthouse Plaza Arlington County 2003/2008 82,762 KPMG-Peat Marwick 2000/2003 1101 17th Street American Iron & Steel 2001/2006 22,261 Institute Cosmetic & Toiletry Assn 2000/2005 1730 M Street General Services Administration 2002/2005 9,581 General Services 2009 Administration League of Women Voters 2004/2009 1140 Connecticut Ave Michaels & Wishner PC 2002/2007 18,542 The Investigative Group 2000/2005 1150 17th Street American Enterprise 2002/2012 22,310 Institute Arthur Andersen LLP 2004 TOTAL CE SCR OFFICE PROPERTIES $1,131,324 ========== </TABLE> - --------------------------------- (1) Represents annualized monthly base rent excluding rent for leases which had not commenced as of December 31, 1999, 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. -21-
22 RETAIL The Company owns 56 shopping center properties of which 53 are strip shopping centers primarily located in the Northeast and Midatlantic states, two are regional centers located in San Juan, Puerto Rico and one, the Green Acres Mall, is a super-regional center 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 marketplace because of their location on regional highways. The following table sets forth the percentage of the Retail Portfolio rentals by tenants' industry: <TABLE> <CAPTION> Industry Percentage -------------------------- ---------- <S> <C> Discount Department Stores 24% Supermarkets 11% Women's Apparel 8% Home Improvement 6% Restaurants 4% Membership Warehouse Clubs 4% Drug Stores 4% Electronic Stores 4% Entertainment 3% Office Supply Stores 3% Financial/Insurance 3% Other 26% </TABLE> As of March 1, 2000, the occupancy rate of the retail properties was 93%. The following tables set forth the occupancy rate and the average annual base rent per square foot (excluding the Green Acres Mall) for the properties at the end of each of the past five years. <TABLE> <CAPTION> AVERAGE ANNUAL RENTABLE BASE RENT YEAR END SQUARE FEET OCCUPANCY RATE PER SQUARE FOOT -------- ----------- -------------- --------------- <S> <C> <C> <C> 1999 10,505,000 92% $ 11.16 1998 10,625,000 92% 10.53 1997 10,550,000 91% 9.78 1996 10,019,000 90% 9.09 1995 9,913,000 91% 8.68 </TABLE> The average annual base rent per square foot for the Green Acres Mall was $13.46 and $12.92 in total, and $35.29 and $32.24 for mall tenants only, at December 31, 1999 and 1998, 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 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 1999. None of the tenants in the Retail Segment accounted for more than 10% of the Company's total revenues. -22-
23 Below is a listing tenants which accounted for 2% or more of the Retail property rentals in 1999: <TABLE> <CAPTION> (in thousands, except percentages) PERCENTAGE OF 1999 RETAIL PROPERTY SQUARE FEET PROPERTY RENTALS (EXCLUDING TENANT LEASED RENTALS REIMBURSEMENTS) ------ ------------- ---------- -------------------- <S> <C> <C> <C> Bradlees, Inc. ("Bradlees") 1,625 $ 17,320 13.6% The Home Depot, Inc. 409 5,014 3.9% Kmart Corporation 556 4,760 3.7% The TJX Companies, Inc. 328 3,287 2.6% Staples, Inc. 214 2,962 2.3% Toys R Us/Kids R Us 330 2,575 2.0% </TABLE> In June 1995, Bradlees filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Bradlees emerged from bankruptcy in January 1999 when its plan of reorganization was confirmed. The Company withdrew its objection to Bradlees' proposed plan of reorganization after obtaining Bradlees' agreement that its lease of the Company's 14th Street and Union Square property would terminate in March 2000. The lease was scheduled to expire in October 2019, and contained an option to renew for an additional ten years. The rent under the lease was increased by $1,100,000 per annum to $3,400,000 per annum from January 1999 to the March 2000 termination date. In connection with the foregoing, the Company paid $11,000,000 to Bradlees. Subsequently, in January 2000, the lease was extended to March 15, 2002 and in connection therewith, the rent under the lease will increase to $4,600,000 in March, 2000 and to $4,900,000 in March 2001. The Company is considering various alternatives for the redevelopment of this site. The Company currently leases 15 other locations to Bradlees. Of these locations, the leases for 14 are fully guaranteed by Stop & Shop Companies, Inc., a wholly-owned subsidiary of Koninklijke Ahold NV (formerly Royal Ahold NV), a leading international food retailer, and one is guaranteed as to 70% of the rent. The following table sets forth as of December 31, 1999 lease expirations for each of the next 10 years assuming that none of the tenants exercise their renewal options. <TABLE> <CAPTION> 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 - ---- ----------------- ----------------- -------------------- --------------- ----------------- <S> <C> <C> <C> <C> <C> 2000...................... 69 654,000 5.8% $ 8,973,000 $ 13.73 2001...................... 78 367,000 3.3% 5,240,000 14.29 2002...................... 79 1,195,000 10.6% 13,763,000 11.52 2003...................... 57 551,000 4.9% 6,762,000 12.23 2004...................... 93 993,000 8.8% 11,606,000 11.68 2005...................... 84 477,000 4.2% 7,982,000 16.74 2006...................... 45 803,000 7.1% 6,099,000 7.60 2007...................... 42 641,000 5.7% 6,421,000 10.01 2008...................... 22 393,000 3.5% 3,141,000 7.99 2009...................... 45 579,000 5.2% 6,631,000 11.46 </TABLE> -23-
24 In 1999, 372,113 square feet of retail space was leased at a weighted average base rent per square foot of $13.90. The Company's ownership interest in the leased square footage is 364,187 square feet at a weighted average base rent per square foot of $13.56. At December 31, 1998, the weighted average annual rent per square foot for the Company's interest in such properties was $11.11. Following is the detail by property: <TABLE> <CAPTION> 1999 Leases --------------------------- Average Annual Average Rent Per Base Rent Square Foot at Square Per Square December 31, Location Feet Foot (1) 1998 -------- --------- ----------- ---------------- <S> <C> <C> <C> Vineland........................ 115,514 $ 4.25 $ 4.16 Valley Stream (Green Acres)..... 41,803 32.16 32.24 Baltimore....................... 32,629 4.00 5.95 Manalapan....................... 25,597 14.25 9.13 Jersey City..................... 21,568 14.25 12.35 Bricktown....................... 18,558 15.44 10.57 East Hanover II................. 16,575 12.65 10.36 Las Catalinas................... 15,852 29.34 25.86 North Plainfield................ 15,479 14.15 8.57 Mesquite........................ 13,148 22.70 12.28 Lewisville...................... 11,342 14.56 14.52 Montehiedra..................... 9,351 42.85 16.02 East Hanover I.................. 6,097 16.37 10.85 Dallas.......................... 6,072 8.48 10.13 Amherst......................... 6,038 13.00 6.99 Cherry Hill..................... 4,920 12.17 9.25 Morris Plains................... 4,000 18.00 11.61 Hackensack...................... 3,870 18.81 15.53 Bensalem........................ 3,700 15.00 5.84 -------- Total 372,113 13.90 11.43 ======== Vornado's ownership interest 364,187 13.56 11.11 ======== </TABLE> (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 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's two regional shopping centers located in Montehiedra and Caguas, Puerto Rico, (both of which are in the San Juan area) contain 1,014,000 square feet of which the Company owns 727,000 square feet. The centers are anchored by four major stores: Sears, Roebuck and Co., Kmart (one in each of the centers) and a Builders Square Home Improvement store. 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: Sears, Roebuck and Co., J.C. Penney Company, Inc. and Federated Department Stores, Inc. doing business as Stern's and as Macy's. The complex also includes The Plaza at Green Acres, a 188,000 square foot strip shopping center which is anchored by Kmart and Waldbaums. -24-
25 Retail Properties The following table sets forth certain information for the Retail Properties as of December 31, 1999 and excludes properties the Company has sold thereafter. <TABLE> <CAPTION> APPROXIMATE LEASABLE BUILDING SQUARE FOOTAGE ----------------------- OWNED BY TENANT ON YEAR OWNED/ LAND ORIGINALLY LAND LEASED LEASED NUMBER ANNUALIZED DEVELOPED AREA BY FROM OF BASE RENT PERCENT LOCATION OR ACQUIRED (ACRES) COMPANY COMPANY TENANTS PER SQ. FT.(1) LEASED(1) - --------------------------- ------------- --------- --------- ---------- ------- -------------- --------- <S> <C> <C> <C> <C> <C> <C> <C> NEW JERSEY Bordentown 1958 31.2 179,000 -- 4 $6.66 98% Bricktown 1968 23.9 260,000 3,000 20 10.73 98% Cherry Hill 1964 37.6 231,000 64,000 15 9.37 97% Delran 1972 17.5 168,000 4,000 5 5.70 94% Dover 1964 19.6 173,000 -- 14 6.32 100% East Brunswick 1957 19.2 216,000 10,000 6 14.25 100% East Hanover I 1962 24.6 271,000 -- 20 11.14 100% East Hanover II 1979 8.1 91,000 -- 11 10.11 99% Hackensack 1963 21.3 208,000 59,000 24 15.95 100% Jersey City 1965 16.7 223,000 3,000 10 12.36 95% Kearny 1959 35.3 42,000 62,000 4 13.49 68% Lawnside 1969 16.4 145,000 -- 3 10.50 100% </TABLE> <TABLE> <CAPTION> LEASE PRINCIPAL TENANTS EXPIRATION/ (30,000 SQUARE FEET OPTION ENCUMBRANCES LOCATION OR MORE) EXPIRATION (THOUSANDS) - -------------------------- --------------------- ------------ ------------------ <S> <C> <C> <C> NEW JERSEY Bordentown Bradlees (2) 2001/2021 $ 8,290 (7) Shop-Rite 2011/2016 Bricktown Kohl's 2008/2028 16,753 (7) Shop-Rite 2002/2017 Cherry Hill Bradlees (2) 2006/2026 15,408 (7) Drug Emporium 2002 Shop & Bag 2007/2017 Toys "R" Us 2012/2042 Delran Sam's Wholesale 2011/2021 6,604 (7) Dover Ames 2017/2037 7,551 (7) Shop-Rite 2012/2022 East Brunswick Bradlees (2) 2003/2023 23,393 (7) Shoppers World 2007/2012 T.J. Maxx 2004/2009 Circuit City 2018/2038 East Hanover I Home Depot 2009/2019 28,046 (7) Marshalls 2004/2009 Pathmark 2001/2024 Today's Man 2009/2014 East Hanover II -- Hackensack Bradlees (2) 2012/2017 25,700 (7) Pathmark 2014/2034 Staples 2003/2013 Jersey City Bradlees (2) 2002/2022 19,675 (7) Shop-Rite 2008/2028 Kearny Pathmark 2013/2033 3,841 (7) Lawnside Home Depot 2012/2027 10,887 (7) Drug Emporium 2007 </TABLE> -25-
26 <TABLE> <CAPTION> APPROXIMATE LEASABLE BUILDING SQUARE FOOTAGE ----------------------- OWNED BY TENANT ON YEAR OWNED/ LAND ORIGINALLY LAND LEASED LEASED NUMBER ANNUALIZED DEVELOPED AREA BY FROM OF BASE RENT PERCENT LOCATION OR ACQUIRED (ACRES) COMPANY COMPANY TENANTS PER SQ. FT.(1) LEASED(1) - -------------------------- ------------- --------- --------- ---------- ------- -------------- --------- <S> <C> <C> <C> <C> <C> <C> <C> Lodi 1975 8.7 171,000 -- 1 7.27 100% Manalapan 1971 26.3 194,000 2,000 7 9.41 100% Marlton 1973 27.8 173,000 7,000 10 9.56 100% Middletown 1963 22.7 180,000 52,000 20 12.60 96% Morris Plains 1985 27.0 172,000 1,000 17 10.75 100% North Bergen 1959 4.6 7,000 55,000 3 27.33 100% North Plainfield (3) 1989 28.7 217,000 -- 15 9.17 94% Totowa 1957 40.5 178,000 139,000 8 16.73 100% Turnersville 1974 23.3 89,000 7,000 3 5.98 100% Union 1962 24.1 257,000 -- 11 18.66 100% Vineland 1966 28.0 143,000 -- 4 4.16 98% Watchung 1959 53.8 50,000 116,000 6 18.31 97% Woodbridge 1959 19.7 233,000 3,000 10 14.22 91% NEW YORK 14th Street and Union Square, Manhattan 1993 0.8 232,000 -- 1 15.53 100% Albany (Menands) 1965 18.6 141,000 -- 3 7.08 100% </TABLE> <TABLE> <CAPTION> LEASE PRINCIPAL TENANTS EXPIRATION/ (30,000 SQUARE FEET OPTION ENCUMBRANCES LOCATION OR MORE) EXPIRATION (THOUSANDS) - ------------------------- --------------------- ------------ ------------------ <S> <C> <C> <C> Lodi National Wholesale 2013/2023 9,648 (7) Liquidators Manalapan Bradlees (2) 2002/2022 12,876 (7) Grand Union 2012/2022 Marlton Kohl's (2) 2011/2031 12,520 (7) Shop-Rite 2004/2009 Middletown Bradlees (2) 2002/2022 16,901 (7) Grand Union 2009/2029 Morris Plains Kohl's 2023 12,372 (7) Shop-Rite 2002 North Bergen A&P 2012/2032 4,073 (7) North Plainfield (3) Kmart 2006/2016 14,008 (7) Pathmark 2001/2011 Totowa Bradlees (2) 2013/2028 30,351 (7) Home Depot 2015/2025 Marshalls 2007/2012 Circuit City 2018/2038 Turnersville Bradlees (2) 2011/2031 4,199 (7) Union Bradlees (2) 2002/2022 34,468 (7) Toys "R" Us 2015 Cost Cutter Drug 2000 Vineland PC Roomlink 2005 -- Watchung B.J.'s Wholesale 2024 13,907 (7) Woodbridge Bradlees (2) 2002/2022 22,719 (7) Foodtown 2007/2014 Syms 2000/2005 NEW YORK 14th Street and Union Square, Manhattan Bradlees 2019/2029 -- Albany (Menands) Fleet Bank 2004/2014 6,389 (7) Albany Public 2000 Mkts.(4) People of the State 2004/2014 of NY </TABLE> -26-
27 <TABLE> <CAPTION> APPROXIMATE LEASABLE BUILDING SQUARE FOOTAGE ----------------------- OWNED BY TENANT ON YEAR OWNED/ LAND ORIGINALLY LAND LEASED LEASED NUMBER ANNUALIZED DEVELOPED AREA BY FROM OF BASE RENT PERCENT LOCATION OR ACQUIRED (ACRES) COMPANY COMPANY TENANTS PER SQ. FT.(1) LEASED(1) - -------------------------- ------------- --------- --------- ---------- ------- -------------- --------- <S> <C> <C> <C> <C> <C> <C> <C> Buffalo (Amherst) (3) 1968 22.7 185,000 112,000 10 9.61 81% Freeport 1981 12.5 167,000 -- 3 12.27 100% New Hyde Park (3) 1976 12.5 101,000 -- 1 15.77 100% North Syracuse (3) 1976 29.4 98,000 -- 1 2.74 100% Rochester 1971 15.0 148,000 -- -- -- -- (Henrietta) (3) Rochester 1966 18.4 176,000 -- -- -- -- Valley Stream (Green Acres) (3) 1958 100.0 1,525,000 71,000 149 (5) 94% PENNSYLVANIA Allentown 1957 86.8 263,000 354,000 20 10.55 100% Bensalem 1972 23.2 119,000 7,000 11 9.77 98% Bethlehem 1966 23.0 157,000 3,000 13 5.44 78% Broomall 1966 21.0 146,000 22,000 5 9.41 100% Glenolden 1975 10.0 101,000 -- 3 10.70 100% Lancaster 1966 28.0 180,000 -- 6 4.54 49% Levittown 1964 12.8 104,000 -- 1 5.98 100% </TABLE> <TABLE> <CAPTION> LEASE PRINCIPAL TENANTS EXPIRATION/ (30,000 SQUARE FEET OPTION ENCUMBRANCES LOCATION OR MORE) EXPIRATION (THOUSANDS) - ------------------------- --------------------- ------------ ------------------ <S> <C> <C> <C> Buffalo (Amherst) (3) Circuit City 2017 7,200 (7) Media Play 2002/2017 Toys "R" Us 2013 T.J. Maxx 2004 Freeport Home Depot 2011/2021 15,208 (7) Cablevision 2004 New Hyde Park (3) Mayfair Supermarkets 2019/2029 7,676 (7) North Syracuse (3) Reisman Properties 2014 -- Rochester -- (Henrietta) (3) Rochester -- Valley Stream (Green Acres) (3) Macy's 2006/2036 163,785 Sterns 2007/2017 JC Penney 2012/2017 Sears 2002/2005 Kmart 2010/2038 Dime Savings Bank 2020 Greenpoint Bank 2009 Waldbaum (4) 2011/2039 PENNSYLVANIA Allentown Hechinger(4) 2011/2031 23,884 (7) Shop-Rite 2011/2021 Burlington Coat 2017 Factory Wal*Mart 2024/2094 Sam's Wholesale 2024/2094 T.J. Maxx 2003/2008 Bensalem Kohl's (2) 2020/2040 6,600 (7) Bethlehem Pathmark 2008/2033 4,177 (7) Super Petz 2005/2015 Broomall Bradlees (2) 2006/2026 10,044 (7) Glenolden Bradlees (2) 2012/2022 7,533 (7) Lancaster Weis Markets 2008/2018 -- Levittown (2) 2006/2026 -- </TABLE> -27-
28 <TABLE> <CAPTION> APPROXIMATE LEASABLE BUILDING SQUARE FOOTAGE ----------------------- OWNED BY TENANT ON YEAR OWNED/ LAND ORIGINALLY LAND LEASED LEASED NUMBER ANNUALIZED DEVELOPED AREA BY FROM OF BASE RENT PERCENT LOCATION OR ACQUIRED (ACRES) COMPANY COMPANY TENANTS PER SQ. FT.(1) LEASED(1) - --------------------------- ------------- --------- --------- ---------- ------- -------------- --------- <S> <C> <C> <C> <C> <C> <C> <C> 10th and Market Streets, Philadelphia 1994 1.8 271,000 -- 5 9.39 77% Upper Moreland 1974 18.6 122,000 -- 1 8.50 100% York 1970 12.0 113,000 -- 3 5.53 100% MARYLAND Baltimore (Belair Rd.) 1962 16.0 206,000 -- 3 4.88 81% Baltimore (Towson) 1968 14.6 146,000 7,000 7 10.47 100% Baltimore (Dundalk) 1966 16.1 183,000 -- 16 7.06 77% Glen Burnie 1958 21.2 65,000 57,000 5 7.80 100% Hagerstown 1966 13.9 133,000 15,000 6 3.32 100% CONNECTICUT Newington 1965 19.2 134,000 45,000 4 6.89 100% Waterbury 1969 19.2 140,000 3,000 8 5.30 89% MASSACHUSETTS Chicopee 1969 15.4 112,000 3,000 2 4.71 84% Milford (3) 1976 14.7 83,000 -- 1 5.26 100% Springfield 1966 17.4 8,000 117,000 2 12.25 100% </TABLE> <TABLE> <CAPTION> LEASE PRINCIPAL TENANTS EXPIRATION/ (30,000 SQUARE FEET OPTION ENCUMBRANCES LOCATION OR MORE) EXPIRATION (THOUSANDS) - --------------------------- ---------------------- ------------ ------------------ <S> <C> <C> <C> 10th and Market Streets, Philadelphia Kmart 2010/2035 9,200 (7) Rouse Co. 2012/2072 Upper Moreland Sam's Wholesale 2010/2015 7,141 (7) York Builders Square 2009/2018 4,223 (7) MARYLAND Disabled American Baltimore (Belair Rd.) Veterans 2009/2014 -- Food Depot 2003 TJ Maxx 2004/2024 Baltimore (Towson) Staples 2004 11,704 (7) Cost Saver Supermarket 2000/2020 Drug Emporium 2004/2009 Baltimore (Dundalk) A & P 2002/2017 6,342 (7) Ollie's 2003/2008 Glen Burnie Weis Markets 2018/2053 6,023 (7) Hagerstown Big Lots 2002/2012 3,375 (7) Pharmhouse 2008 Weis Markets 2004/2009 CONNECTICUT Newington (2) 2002/2022 6,727 (7) Pathmark (4) 2007/2027 Waterbury Toys "R" Us 2010 -- Shaws Supermarkets 2003/2018 MASSACHUSETTS Chicopee Bradlees (2) 2002/2022 -- Milford (3) Bradlees (2) 2004/2009 -- Springfield Wal*Mart 2018/2092 3,211 (7) </TABLE> -28-
29 <TABLE> <CAPTION> APPROXIMATE LEASABLE BUILDING SQUARE FOOTAGE ----------------------- OWNED BY TENANT ON YEAR OWNED/ LAND ORIGINALLY LAND LEASED LEASED NUMBER ANNUALIZED DEVELOPED AREA BY FROM OF BASE RENT PERCENT LOCATION OR ACQUIRED (ACRES) COMPANY COMPANY TENANTS PER SQ. FT.(1) LEASED(1) - --------------------------- ------------- --------- ---------- ----------- ------- -------------- --------- <S> <C> <C> <C> <C> <C> <C> <C> PUERTO RICO (SAN JUAN) Montehiedra 1997 57.1 525,000 -- 96 16.85 100% Caguas (50% Ownership) 1998 35.0 343,000 -- 108 25.56 96% ------- ---------- ---------- ------- TOTAL SHOPPING CENTERS 1,333.5 10,698,000 1,403,000 745 $11.16 92% ======= ========== ========== ======= VORNADO'S OWNERSHIP INTEREST 1,317.9 10,557,000 1,403,000 92% ======= ========== ========== </TABLE> <TABLE> <CAPTION> LEASE PRINCIPAL TENANTS EXPIRATION/ (30,000 SQUARE FEET OPTION ENCUMBRANCES LOCATION OR MORE) EXPIRATION (THOUSANDS) - --------------------------- ---------------------- ------------ ------------------ <S> <C> <C> <C> PUERTO RICO (SAN JUAN) Montehiedra Kmart 2022/2072 61,618 Builders Square 2022/2072 Marshalls 2010/2025 Caribbean Theatres 2021/2026 Caguas (50% Ownership) Kmart 2064 70,212 ---------- TOTAL SHOPPING CENTERS $ 796,462 ========== VORNADO'S OWNERSHIP INTEREST $ 761,356 ========== </TABLE> - ------------------------- (1) Represents annualized monthly base rent excluding ground leases, storage rent and rent for leases which had not commenced as of December 31, 1999, 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, guaranteed as to 70% of rent. (3) 100% ground and/or building leasehold interest; other than Green Acres, where approximately 10% of the ground is leased. (4) The tenant has ceased operations at these locations but continues to pay rent. (5) Annualized rent per square foot is $13.46 in total and $35.29 for the mall tenants only. (6) Square footage excludes the anchor store which owns its land and building. (7) These encumbrances are part of a cross collateralized mortgage financing in the amount of $500,000,000 completed on March 1, 2000. -29-
30 MERCHANDISE MART PROPERTIES The Merchandise Mart Properties are a portfolio of seven properties containing an aggregate of approximately 6.8 million square feet. The properties are used for offices (36%), showrooms (61%) and retail stores (3%). The Company acquired these assets in separate transactions in 1998. In April 1998, the Company purchased four buildings containing approximately 5.4 million square feet from the Kennedy Family, including the 3.4 million square foot Merchandise Mart building in Chicago, the adjacent 350 North Orleans Street building, the Washington, D.C. Office Center and the adjacent Washington, D.C. Design Center. In December 1998, the Company purchased the 1.1 million square foot Market Square Complex and in a separate transaction purchased the adjacent 244,000 square foot National Furniture Mart in High Point, North Carolina. Office Space The following table sets forth the percentage of the Merchandise Mart Properties office revenues by tenants' industry: <TABLE> <CAPTION> INDUSTRY PERCENTAGE ------------------ ---------- <S> <C> Government 38% Service 24% Telecommunications 16% Insurance 12% Pharmaceutical 5% Other 5% </TABLE> The average lease term ranges from 1 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 1999: <TABLE> <CAPTION> PERCENTAGE OF (in thousands, except percentages) MERCHANDISE MART SQUARE FEET PROPERTIES TENANT LEASED 1999 REVENUES REVENUES ------- ------------- --------------- ------------------ <S> <C> <C> <C> General Services Administration 303 $ 8,609 7% Bankers Life and Casualty 303 5,447 4% Ameritech 234 5,230 4% Chicago Transit Authority 244 4,143 3% Bank of America 201 2,406 2% </TABLE> -30-
31 As of March 1, 2000, the occupancy rate of the Merchandise Mart Properties' office space was 93%. 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. <TABLE> <CAPTION> AVERAGE ANNUAL ESCALATED RENTABLE RENT YEAR END SQUARE FEET OCCUPANCY RATE PER SQUARE FOOT ---------- ------------- ---------------- ----------------- <S> <C> <C> <C> 1999 2,414,000 93% $ 20.12 1998 2,274,000 95% 19.68 1997 2,160,000 91% 19.50 1996 2,026,000 88% 19.42 1995 2,028,000 85% 19.34 </TABLE> The following table sets forth as of December 31, 1999 office lease expirations for each of the next 10 years assuming that none of the tenants exercise their renewal options. <TABLE> <CAPTION> 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 - ---- --------------- --------------- ----------- -------------- ----------------- <S> <C> <C> <C> <C> <C> 2000...................... 14 274,000(1) 12.2% $ 7,780,000 $ 28.39 2001...................... 8 37,000 1.7% 868,000 23.15 2002...................... 15 79,000 3.5% 1,785,000 22.61 2003...................... 6 82,000 3.7% 1,347,000 16.37 2004...................... 2 30,000 1.3% 734,000 24.47 2005...................... 4 128,000 5.7% 2,628,000 20.55 2006...................... 5 43,000 1.9% 1,264,000 29.12 2007...................... 13 456,000 20.3% 8,092,000 17.74 2008...................... 8 434,000 19.3% 9,339,000 21.52 2009...................... 7 257,000 11.4% 5,032,000 19.59 </TABLE> - --------------------------------- (1) 250,000 square feet is leased to the GSA and is expected to be renewed by March 31, 2000 for 10 years at an initial rent per square foot of $34.89. In 1999, 121,724 square feet of office space was leased at a weighted average initial rent per square foot of $21.49. At December 31, 1998, the weighted average escalated rent per square foot for such properties was $19.68. Following is the detail by building. <TABLE> <CAPTION> 1999 Leases ---------------------------------- Average Annual Escalated Rent per Average Initial Square Foot at Square Feet Rent psf (1) December 31, 1998 ----------- --------------- ------------------ <S> <C> <C> <C> 350 North Orleans 102,752 $22.00 $17.62 Merchandise Mart 15,496 17.47 18.09 Washington Design Center 1,849 23.25 35.77 Washington Office Center 1,627 25.26 28.88 -------- Total 121,724 21.49 19.68 ======== </TABLE> - -------------------------------- (1) Most leases include periodic step-ups in rent, which are not reflected in the initial rent per square foot leased. -31-
32 Showroom Space The Merchandise Mart Properties' showroom space aggregates 4,174,000 square feet of which 2,473,000 square feet is located in the Merchandise Mart building and 350 North Orleans in Chicago, 1,359,000 square feet is located in the Market Square Complex (including the National Furniture Mart) in High Point, North Carolina and 342,000 square feet is located in the Design Center in Washington, D.C. The showroom space consists of 2,732,000 square feet of permanent mart space (leased to manufacturers and distributors whose clients are retailers, specifiers and end users), 941,000 square feet of permanent design center space (leased to wholesalers whose principal clientele is interior designers), and 501,000 square feet of temporary market suite space (used for trade shows). 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, giftware, carpet, residential furnishings, crafts, and design industries. The Merchandise Mart Properties own and operate five of the leading furniture/gift-ware trade shows including the contract furniture industry's largest trade show, the NeoCon Show, which attracts over 50,000 attendees annually and is hosted at the Merchandise Mart building in Chicago. The Market Square Complex co-hosts the home furniture industry's semi-annual market weeks which occupy over 8,800,000 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: <TABLE> <CAPTION> Industry Percentage ----------------------- ---------- <S> <C> Residential Furnishings 28% Residential Design 21% Contract Furnishings 15% Gift 11% Apparel 7% Casual Furniture 4% Building Products 2% Market Suites 12% </TABLE> As of March 1, 2000 the occupancy rate of the Merchandise Mart Properties' showroom space was 98%. 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. <TABLE> <CAPTION> AVERAGE ANNUAL RENTABLE SQUARE ESCALATED RENT YEAR END FEET OCCUPANCY RATE PER SQUARE FOOT -------- --------------- -------------- --------------- <S> <C> <C> <C> 1999 4,174,000 98% $ 21.29(1) 1998 4,266,000 95% 18.45(1) 1997 2,817,000 94% 20.94 1996 2,942,000 84% 20.65 1995 2,953,000 75% 22.07 </TABLE> - --------------------------------- (1) Average annual escalated rent per square foot excluding the Market Square Complex is $25.72 and $22.13, respectively. -32-
33 The following table sets forth as of December 31, 1999 showroom lease expirations for each of the next 10 years assuming that none of the tenants exercise their renewal options. <TABLE> <CAPTION> 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 ---- --------------- --------------- ------------- ------------- --------------- <S> <C> <C> <C> <C> <C> 2000...................... 241 548,000 13.4% $ 10,720,000 $ 19.56 2001...................... 239 568,000 13.9% 9,574,000 16.84 2002...................... 210 428,000 10.5% 8,493,000 19.84 2003...................... 131 443,000 10.8% 8,872,000 20.02 2004...................... 136 498,000 12.2% 8,885,000 17.84 2005...................... 33 163,000 4.0% 4,082,000 25.02 2006...................... 41 190,000 4.6% 5,315,000 28.04 2007...................... 29 186,000 4.5% 3,677,000 19.80 2008...................... 28 148,000 3.6% 3,265,000 22.06 2009...................... 33 126,000 3.1% 2,791,000 22.23 </TABLE> -33-
34 Retail Stores The Merchandise Mart Properties' portfolio also contains approximately 184,000 square feet of retail stores which were 62% occupied at March 1, 2000. Merchandise Mart in Chicago The Merchandise Mart in Chicago is a 25-story industry building. Built in 1930, the Merchandise Mart is one of the largest buildings in the nation, containing over 4,000,000 gross square feet of which approximately 3,440,000 square feet is rentable. As of March 1, 2000, the occupancy rate of the Merchandise Mart in Chicago was 95%. The following table sets forth the occupancy rate and the average escalated rent per square foot at the end of each of the past five years. <TABLE> <CAPTION> Average Annual Escalated Rent Rentable Per Year End Square Feet Occupancy Rate Square Foot -------- ----------- -------------- -------------- <S> <C> <C> <C> 1999 3,440,000 95% $ 23.54 1998 3,440,000 96% 21.18 1997 3,411,000 96% 19.82 1996 3,404,000 94% 19.09 1995 3,404,000 82% 20.44 </TABLE> The following table sets forth as of December 31, 1999 lease expirations at the Merchandise Mart in Chicago for each of the next 10 years assuming that none of the tenants exercise renewal options. <TABLE> <CAPTION> ANNUAL ESCALATED RENT OF EXPIRING LEASES NUMBER OF SQUARE FEET OF PERCENTAGE OF TOTAL --------------------------------- YEAR EXPIRING LEASES EXPIRING LEASES SQUARE FEET TOTAL PER SQUARE FOOT - ---- --------------- --------------- ------------------- ------------ --------------- <S> <C> <C> <C> <C> <C> 2000...................... 122 261,000 8.0% $ 6,183,000 $ 23.71 2001...................... 105 173,000 5.3% 5,190,000 30.03 2002...................... 115 260,000 7.9% 6,083,000 23.38 2003...................... 78 253,000 7.7% 6,064,000 23.96 2004...................... 102 289,000 8.8% 7,359,000 25.46 2005...................... 30 268,000 8.2% 6,438,000 24.05 2006...................... 44 205,000 6.2% 5,650,000 27.59 2007...................... 36 490,000 15.0% 9,557,000 19.49 2008...................... 25 501,000 15.3% 10,973,000 21.89 2009...................... 16 72,000 2.2% 1,614,000 22.48 </TABLE> The aggregate undepreciated tax basis of depreciable real property at the Merchandise Mart in Chicago for Federal income tax purposes was approximately $128,000,000 as of December 31, 1999 and depreciation for such property is computed for Federal income tax purposes on the straight-line method over thirty-nine years. For the 1999 tax year, the tax rate in Chicago for commercial real estate is $8.872 for $100 assessed value which results in real estate taxes of $9,774,474 for the Merchandise Mart. -34-
35 MERCHANDISE MART PROPERTIES: The following table sets forth certain information for the Merchandise Mart Properties owned by the Company as of December 31, 1999. <TABLE> <CAPTION> YEAR APPROXIMATE ANNUALIZED ANNUALIZED ORIGINALLY LAND LEASABLE NUMBER BASE RENT ESCALATED RENT DEVELOPED AREA BUILDING SQUARE OF PER PER SQ. FT. PERCENT LOCATION OR ACQUIRED (ACRES) FEET TENANTS SQ. FT. (1) (2) LEASED (1) - -------------------------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> ILLINOIS Merchandise Mart, Chicago 1930 6.7 3,440,000 754 $21.48 $23.54 95% 350 North Orleans, Chicago 1977 4.3 1,117,000 296 19.60 21.03 91% WASHINGTON, D.C. Washington Office Center 1990 1.2 398,000 24 27.66 31.83 94% Washington Design Center 1919 1.2 388,000 84 25.52 26.19 95% Other 1.3 93,000 8 8.54 10.51 87% HIGH POINT, NORTH CAROLINA Market Square Complex 1902 - 1989 13.1 1,115,000 228 10.94 12.18 99% National Furniture Mart 1964 0.7 244,000 33 12.49 12.51 100% ----- ---------- ------ TOTAL MERCHANDISE MART PROPERTIES 28.5 6,795,000 1,427 $19.61 $21.52 95% ===== ========== ====== </TABLE> <TABLE> <CAPTION> LEASE PRINCIPAL TENANTS EXPIRATION/ (30,000 SQUARE FEET OPTION ENCUMBRANCES LOCATION OR MORE) EXPIRATION (THOUSANDS) - ------------------------------------------------------------------------------------------ <S> <C> <C> <C> ILLINOIS Merchandise Mart, Chicago Baker, Knapp & Tubbs 2007/2013 $ 250,000 Bankers Life & Casualty 2008/2018 CCC Information Services 2008/2018 Chicago Teachers Union 2005 Chicago Transit Authority 2007/2027 Holly Hunt 2003 Monsanto 2007 Office of the Special Deputy 2005 Steelcase 2007 350 North Orleans, Chicago 21st Century Telecom 2012/2022 40,000 Ameritech 2011/2021 Art Institute of Illinois 2009/2019 Bank of America 2009/2019 Chicago Transit Authority 2007/2017 Fox Sports 2007/2017 Fiserv Solutions 2010/2020 WASHINGTON, D.C. Washington Office Center General Services 2000/2010 49,537 Administration Washington Design Center 23,932 Other -- HIGH POINT, NORTH CAROLINA Market Square Complex Century Furniture Company 2004 42,758 La-Z-Boy 2004 National Furniture Mart 13,695 --------- TOTAL MERCHANDISE MART PROPERTIES $ 419,922 ========= </TABLE> (1) Represents annualized monthly base rent excluding rent for leases which had not commenced as of December 31, 1999, 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-
36 TEMPERATURE CONTROLLED LOGISTICS The Company has a 60% interest in the Vornado/Crescent Partnerships that own 89 refrigerated warehouses with an aggregate of approximately 428 million cubic feet (excludes 15 additional warehouses containing approximately 91 million cubic feet managed by AmeriCold Logistics). AmeriCold Logistics leases all of the partnerships' facilities. The Temperature Controlled Logistics segment is headquartered in Atlanta, Georgia. On March 12, 1999, the Vornado/Crescent Partnerships sold all of the non-real estate assets of AmeriCold Logistics encompassing the operations of the cold storage business for approximately $48,000,000 to a new partnership owned 60% by Vornado Operating Company and 40% by Crescent Operating Inc. ("AmeriCold Logistics") The new partnership leases the underlying cold storage warehouses used in this business from the Vornado/Crescent Partnerships which continue to own the real estate. The leases 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. The new partnership is required to pay for all costs arising from the operation, maintenance and repair of the properties as well as property capital expenditures in excess of $5,000,000 annually. Fixed base rent and percentage rent was approximately $134,000,000 for the period from March 12, 1999 through December 31, 1999. The new partnership has the right to defer a portion of the rent for up to three years beginning on March 12, 1999 to the extent that available cash, as defined in the lease, is insufficient to pay such rent, and pursuant thereto, rent was deferred as of December 31, 1999, of which the Company's share is $3,240,000. 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 include: <TABLE> <CAPTION> % of Warehouse 1999 Revenue ---------------- <S> <C> Con-Agra 9% Tyson 8% Heinz 8% McCain Foods 7% Kraft 7% Pilsbury 6% Sara Lee 5% J.R. Simplot 3% Daymark Foods (Sam's Club) 2% Other 45% </TABLE> -36-
37 Facilities The following table shows the location, size and type of facility for each of the Temperature Controlled Logistics properties as of December 31, 1999: <TABLE> <CAPTION> SQUARE CUBIC FEET FEET PROPERTY LOCATION OWNED/ LEASED (IN MILLIONS) (IN THOUSANDS) --------------------------- ------------------------- ------------- ------------- --------------- <S> <C> <C> <C> <C> FACILITIES OWNED/LEASED BY THE VORNADO/CRESCENT PARTNERSHIPS: ALABAMA Birmingham West 25th Avenue Owned 2.0 85.6 Montgomery Newcomb Avenue Owned 1.2 68.1 Gadsden East Air Depot Road Leased 4.0 119.0 Albertville Railroad Avenue Owned 2.2 64.5 ----------- ------------- TOTAL ALABAMA 9.4 337.2 ----------- ------------- 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 ----------- ------------- TOTAL ARKANSAS 33.1 1,020.1 ----------- ------------- 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 Leased 1.9 55.9 ----------- ------------- TOTAL CALIFORNIA 28.6 1,105.2 ----------- ------------- COLORADO -------- Denver East 50th Street Owned 52% 2.8 116.3 Leased 48% Denver North Washington Street Leased 0.6 25.0 ----------- ------------- TOTAL COLORADO 3.4 141.3 ----------- ------------- </TABLE> -37-
38 <TABLE> <CAPTION> SQUARE CUBIC FEET FEET PROPERTY LOCATION OWNED/ LEASED (IN MILLIONS) (IN THOUSANDS) --------------------------- ------------------------- ------------- ------------- --------------- <S> <C> <C> <C> <C> 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 ----------- ------------- TOTAL FLORIDA 7.5 298.3 ----------- ------------- 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 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 ----------- ------------- TOTAL GEORGIA 44.5 1,597.1 ----------- ------------- IDAHO ----- Burley U.S. Highway 30 Owned 10.7 407.2 Nampa 4th Street North Owned 8.0 364.0 ----------- ------------- TOTAL IDAHO 18.7 771.2 ----------- ------------- ILLINOIS -------- Rochelle Americold Drive Owned 6.0 179.7 East Dubuque 18531 U.S. Route 20 West Owned 5.6 215.4 ----------- ------------- TOTAL ILLINOIS 11.6 395.1 ----------- ------------- 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 ----------- ------------- TOTAL IOWA 12.5 491.8 ----------- ------------- KANSAS ------ Wichita North Mead Owned 2.8 126.3 Garden City 2007 West Mary Street Owned 2.2 84.6 ----------- ------------- TOTAL KANSAS 5.0 210.9 ----------- ------------- 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 </TABLE> -38-
39 <TABLE> <CAPTION> SQUARE CUBIC FEET FEET PROPERTY LOCATION OWNED/ LEASED (IN MILLIONS) (IN THOUSANDS) --------------------------- ------------------------- ------------- ------------- --------------- <S> <C> <C> <C> <C> Boston Wildett Circle Owned 3.1 218.0 Watertown Pleasant Street Owned 4.7 180.8 ----------- ------------- TOTAL MASSACHUSETTS 15.2 729.5 ----------- ------------- MISSOURI -------- Marshall West Highway 20 Owned 4.8 160.8 Carthage No. 1 Civil War Road Owned 33.1 2,068.8 ----------- ------------- TOTAL MISSOURI 37.9 2,229.6 ----------- ------------- 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 ----------- ------------- TOTAL NEBRASKA 4.4 189.6 ----------- ------------- 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 3.4 104.0 ----------- ------------- TOTAL NORTH CAROLINA 8.5 327.7 ----------- ------------- OKLAHOMA -------- Oklahoma City South Hudson Owned 0.7 64.1 Oklahoma City Exchange Street Owned 1.4 74.1 ----------- ------------- TOTAL OKLAHOMA 2.1 138.2 ----------- ------------- 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 ----------- ------------- TOTAL OREGON 40.4 1,678.4 ----------- ------------- PENNSYLVANIA ------------ Leesport RD2, Orchard Lane Owned 5.8 168.9 Fogelsville Mill Road Owned 21.6 683.9 ----------- ------------- TOTAL PENNSYLVANIA 27.4 852.8 ----------- ------------- SOUTH CAROLINA -------------- Columbia Shop Road Owned 1.6 83.7 ----------- ------------- SOUTH DAKOTA ------------ Sioux Falls 2300 East Rice Street Owned 2.9 111.5 ----------- ------------- </TABLE> -39-
40 <TABLE> <CAPTION> SQUARE CUBIC FEET FEET PROPERTY LOCATION OWNED/ LEASED (IN MILLIONS) (IN THOUSANDS) --------------------------- ------------------------- ------------- ------------- -------------- <S> <C> <C> <C> <C> 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 ----------- ------------ TOTAL TENNESSEE 10.6 389.4 ----------- ------------ TEXAS ----- Amarillo 10300 South East Third Street Owned 3.2 123.1 Ft. Worth 200 Railhead Drive Owned 3.4 102.0 ----------- ------------ TOTAL TEXAS 6.6 225.1 ----------- ------------ UTAH ---- Clearfield South Street Owned 8.6 358.4 VIRGINIA -------- Norfolk East Princess Anne Road Owned 1.9 83.0 Strasburg* 545 Radio Station Rd Owned 6.8 200.0 ----------- ------------ TOTAL VIRGINIA 8.7 283.0 ----------- ------------ 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 ----------- ------------ TOTAL WASHINGTON 28.7 1,120.6 ----------- ------------ WISCONSIN --------- Tomah Route 2 Owned 4.6 161.0 Babcock* Owned 3.4 111.1 Plover 110th Street Owned 9.4 358.4 ----------- ------------ TOTAL WISCONSIN 17.4 630.5 ----------- ------------ TOTAL - OWNED/LEASED 428.3 16,998.4 ----------- ------------ </TABLE> -40-
41 <TABLE> <CAPTION> SQUARE CUBIC FEET FEET PROPERTY LOCATION MANAGED (IN MILLIONS) (IN THOUSANDS) --------------------------- ------------------------- ------------- ------------- -------------- <S> <C> <C> <C> <C> FACILITIES MANAGED BY AMERICOLD LOGISTICS: ALABAMA ------- Batesville * Highway 35 North Managed 2.8 102.7 Birmingham 4th Street, West Managed 0.1 0.1 ----------- ------------ TOTAL ALABAMA 2.9 102.8 ----------- ------------ CALIFORNIA ---------- Ontario Wanamaker Avenue Managed 3.2 122.0 Ontario Airport Drive Managed 13.5 450.0 Ontario Vintage Avenue Managed 3.6 130.0 Wilmington Coil Avenue Managed 4.5 173.1 ------------ ----------- TOTAL CALIFORNIA 24.8 875.1 ------------ ----------- MINNESOTA Park Rapids U.S. Highway 71 South Managed 5.9 173.5 ------------ ----------- NEW JERSEY ---------- Vineland N. Mill Road Managed 2.7 103.8 ----------- ------------ PENNSYLVANIA ------------ Bethlehem 2600 Brodhead Road Managed 16.1 473.5 Bethlehem 4000 Miller Circle North Managed 7.3 214.7 ----------- ------------ TOTAL PENNSYLVANIA 23.4 688.2 ----------- ------------ SOUTH DAKOTA ------------ Sioux Falls 802 East Rice Street Managed 3.4 130.8 ----------- ------------ TENNESSEE --------- Newbern Biffle Road Managed 2.4 92.3 ----------- ------------ TEXAS ----- Ft. Worth 1006 Railhead Drive Managed 13.0 382.4 Ft. Worth 1005 Railhead Drive Managed 7.6 223.5 ----------- ------------ TOTAL TEXAS 20.6 605.9 ----------- ------------ CANADA ------ ALBERTA ------- Taber Managed 4.8 141.0 ----------- ------------ TOTAL-MANAGED 90.9 2,913.4 ----------- ------------ GRAND TOTAL-OWNED/LEASED AND MANAGED 519.2 19,911.8 =========== ============ </TABLE> * New facility in 1999 -41-
42 The above table is summarized as follows: <TABLE> <CAPTION> CUBIC SQUARE NUMBER OF FEET FEET TYPE FACILITIES (IN MILLIONS) (IN THOUSANDS) -------------------------------- -------------- -------------- ----------------- <S> <C> <C> <C> Owned/leased by Vornado/Crescent partnerships: Owned 84 409.3 16,338.7 Leased 5 19.0 659.7 -------------- -------------- ----------------- 89 428.3 16,998.4 Managed by Americold Logistics 15 90.9 2,913.4 -------------- -------------- ----------------- Total 104 519.2 19,911.8 -------------- -------------- ----------------- </TABLE> -42-
43 ALEXANDER'S PROPERTIES The following table shows as of December 31, 1999 the location, approximate size and leasing status of each of the properties owned by Alexander's, in which the Company has a 32.0% interest. <TABLE> <CAPTION> APPROXIMATE APPROXIMATE AREA IN LEASABLE SQUARE AVERAGE SIGNIFICANT LEASE SQUARE FOOTAGE/ ANNUALIZED TENANTS (30,000 EXPIRATION/ FEET/OR NUMBER BASE RENT PERCENT SQUARE FEET OR OPTION LOCATION ACREAGE OF FLOORS PER SQ. FOOT LEASED MORE) EXPIRATION - -------- ----------- --------------- ------------ ------- --------------- ----------- <S> <C> <C> <C> <C> <C> <C> OPERATING PROPERTIES NEW YORK: Kings Plaza Regional Shopping Center--Brooklyn................... 24.3 acres 766,000/4(1)(2) $29.40 91% Sears 2023/2033 Bed Bath & Rego Park--Queens.................... 4.8 acres 351,000/3(1) 28.76 100% Beyond 2013 Circuit City 2021 Marshalls 2008/2021 Sears 2021 Fordham Road--Bronx.................. 92,211 SF 303,000/5 -- -- -- -- Flushing--Queens (3)................. 44,975 SF 177,000/4(1) -- -- -- -- An affiliate Third Avenue--Bronx.................. 60,451 SF 173,000/4 5.00 100% of Conway 2023 ---------- 1,770,000 ========== DEVELOPMENT PROPERTIES NEW YORK: Lexington Avenue--Manhattan........... 84,420 SF -- Rego Park II--Queens.................. 6.6 acres -- NEW JERSEY: Paramus--New Jersey.................. 30.3 acres -- </TABLE> - ------------------- (1) Excludes parking garages. (2) Excludes 339,000 square foot Macy's store, owned and operated by Federated Department Stores, Inc. ("Federated"). (3) Leased by the Company through January 2027. -43-
44 Kings Plaza Regional Shopping Center: In June 1998, Alexander's increased its interest in the Mall to 100% by acquiring Federated Department Stores's 50% interest. The purchase price was approximately $28,000,000, which was paid in cash, plus Alexander's agreed to pay Federated $15,000,000 to renovate its Macy's store in the Mall and Federated agreed to certain modifications to the Kings Plaza Operating Agreement. Alexander's is currently renovating the Mall in connection with the overall renovation of the Center at an estimated cost of $33,000,000 of which $9,045,000 has been expended as of January 31, 2000. The renovation is expected to be completed in 2000. Paramus: Alexander's intends to develop a shopping center of approximately 550,000 square feet on this site. The estimated cost of such redevelopment is approximately $100,000,000. Alexander's has received municipal approvals on tentative plans to develop the site. No redevelopment plans have been finalized. Lexington Avenue: Alexander's is currently undertaking the excavation and laying the foundation for its Lexington Avenue property as part of the proposed development of a large multi-use building. The proposed building is expected to be comprised of a commercial portion, which may include retail stores, offices, hotel space, extended-stay residences, residential rentals and parking; and a residential portion, consisting of condominium units to be sold to the public. In connection therewith, Alexander's paid $14,500,000 for 140,000 square feet of air rights of which $12,200,000 was paid to the Company (Vornado's cost plus $243,000 in interest and closing costs). The air rights were contracted for and paid for in 1999, with closings to take place when the developments which give rise to the air rights are completed in 2000. The capital required for the proposed building will be in excess of $400,000,000. Because a REIT is subject to 100% excise tax on income derived from the sales of "dealer property" (i.e. condominiums), the air rights representing the residential portion of the property are being transferred to a preferred stock affiliate, a corporation in which Alexander's owns all of the preferred equity and none of the common equity. The transfer value will be adjusted once the final size of the residential portion is determined. While Alexander's anticipates that financing will be available after tenants have been obtained for these projects, there can be no assurance that such financing will be obtained, or if obtained, that such financings will be on terms that are acceptable. In addition, it is uncertain as to when these projects will commence. HOTEL PENNSYLVANIA On August 5, 1999, the Company increased its interest in the Hotel Pennsylvania to 100% by acquiring Planet Hollywood International, Inc.'s ("Planet Hollywood") 20% interest in the hotel for approximately $18,000,000 and assumed $24,000,000 of existing debt. In connection with the transaction, the Company terminated the licensing agreement with Planet Hollywood for an Official All-Star Hotel. The Hotel Pennsylvania is located in New York City on Seventh Avenue opposite Madison Square Garden. The Company intends to refurbish the Hotel. Under the terms of the mortgage on this property, in connection with the refurbishment, the Company has escrowed $15,000,000 in cash and provided $29,000,000 through letters of credit. The Hotel Pennsylvania contains approximately 800,000 square feet of hotel space with 1,700 rooms and approximately 400,000 square feet of retail and office space. The Company manages the property's retail and office space, and a preferred stock affiliate of the Company co-manages the hotel. The following table presents rental information for the hotel: <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ------------------------------------------------------ 1999 1998 1997 --------------- ----------------- ------------------ <S> <C> <C> <C> Average occupancy rate.................. 80% 79% 78% Average daily rate...................... $ 105 $ 99 $ 93 </TABLE> As of December 31, 1999, the property's retail and office space was 85% and 55% occupied. Twenty-five tenants occupy the retail and commercial space. Annual rent per square foot of retail and office space in 1999 were $44 and $16. -44-
45 NEWKIRK JOINT VENTURES The Newkirk Joint Ventures ("Newkirk") own various equity and debt interests relating to 120 limited partnerships which own real estate primarily net leased to credit rated tenants. The Company owns a 30% interest in Newkirk with the balance owned by affiliates of Apollo Real Estate Investment Fund III, L.P. The following table sets forth the real estate owned by the limited partnerships and the Company's interest therein: <TABLE> <CAPTION> Square Feet (in 000's) -------------------------------------------- Newkirk Vornado's Number of Ownership Ownership Properties Total Interest Interest ------------------ ----------- --------------- -------------- <S> <C> <C> <C> <C> Office 30 8,871 4,302 1,291 Retail 166 6,995 3,315 995 Other 14 5,146 2,518 755 ------- --------- --------- --------- 210 21,012 10,135 3,041 ======= ========= ========= ========= </TABLE> These properties are located throughout the United States. 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 December 31, 1999, the occupancy rate of the properties was 92%. The average term of a tenant's lease is three to five years. Average annual rent per square foot at December 31, 1999 was $3.37. INSURANCE The Company carries comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to its properties with policy specifications and insured limits customarily carried for similar properties. Management of the Company believes that the Company's insurance coverage conforms to industry norms. -45-
46 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 will not have a material adverse effect on the Company's financial condition or results of operations. 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, 1999. 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. <TABLE> <CAPTION> PRINCIPAL OCCUPATION, POSITION AND OFFICE (CURRENT AND NAME AGE DURING PAST FIVE YEARS WITH VORNADO UNLESS OTHERWISE STATED) - ----- --- ------------------------------------------------------------------------------------- <S> <C> <C> Steven Roth................ 58 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 2, 1995 and a Director since 1989; Chairman and CEO of Vornado Operating since 1998. Michael D. Fascitelli...... 43 President and a Trustee since December 2, 1996; Director of Alexander's, Inc. since December 2, 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............. 53 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 prior to July 1998. Joseph Macnow.............. 54 Executive Vice President--Finance and Administration since January 1998; 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. Irwin Goldberg............. 55 Vice President--Chief Financial Officer since January 1998; Vice President--Chief Financial Officer of Vornado Operating since 1998; Secretary and Treasurer of Alexander's Inc. since June 1999; Partner at Deloitte & Touche LLP from September 1978 to January 1998. David R. Greenbaum......... 48 Chief Executive Officer of the New York Office Division since April 15, 1997 (date of the Company's acquisition); President of Mendik Realty (the predecessor to the Mendik Division) from 1990 until April 15, 1997. Joseph Hakim............... 51 Chief Executive Officer of the Merchandise Mart Division since April 1, 1998 (date of the Company's acquisition); 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 1, 1998. Daniel F. McNamara(1)...... 53 Chief Executive Officer of the Temperature Controlled Logistics (AmeriCold Logistics) since October 1997 (the date of the Company's acquisition); Chief Executive Officer of URS Logistics, Inc. (one of the predecessors to Temperature Controlled Logistics) from March 1996 to October 1997; and Executive Vice President and Chief Operating Officer of Value Rent-A-Car, a wholly owned subsidiary of Mitsubishi Motors, prior to March 1996. Richard T. Rowan........... 53 Vice President-Retail Real Estate Division since January 1982. </TABLE> - ------------------------ (1) As of March 17, 1999, Mr. McNamara is an employee of the partnership which purchased the non-real estate assets of AmeriCold Logistics. -46-
47 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, 1999 and 1998 were as follows: <TABLE> <CAPTION> YEAR ENDED YEAR ENDED QUARTER DECEMBER 31, 1999 DECEMBER 31, 1998 ------- ----------------------------------------- --------------------------------------- HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS ------ ----- ----------- ------ ------ ----------- <S> <C> <C> <C> <C> <C> <C> 1st........................ $37.75 $32.06 $.44 $49.81 $38.50 $.40 2nd........................ 39.50 33.06 .44 44.00 36.38 .40 3rd........................ 36.06 32.19 .44 39.88 27.63 .40 4th........................ 33.31 30.06 .48 38.25 26.00 .44 </TABLE> The approximate number of record holders of common shares of Vornado at December 31, 1999, was 2,500. -47-
48 ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ----------------------------------------------------------------- 1999 1998 1997 1996 1995 --------- --------- --------- -------- -------- <S> <C> <C> <C> <C> <C> (in thousands, except share and per share amounts) OPERATING DATA Revenues: Property rentals..................................... $ 590,814 $ 425,496 $ 168,321 $ 87,424 $ 80,429 Expense reimbursements............................... 90,246 74,737 36,652 26,644 24,091 Other income......................................... 15,898 9,627 4,158 2,819 4,198 --------- --------- --------- -------- -------- Total Revenues............................................ 696,958 509,860 209,131 116,887 108,718 --------- --------- --------- -------- ---------- Expenses: Operating............................................ 282,118 207,171 74,745 36,412 32,282 Depreciation and amortization........................ 83,585 59,227 22,983 11,589 10,790 General and administrative........................... 40,151 28,610 13,580 5,167 6,687 Amortization of officer's deferred compensation expense............................... -- -- 22,917 2,083 -- ---------- --------- --------- -------- -------- Total Expenses............................................ 405,854 295,008 134,225 55,251 49,759 --------- ------- --------- -------- -------- Operating Income.......................................... 291,104 214,852 74,906 61,636 58,959 Income applicable to Alexander's.......................... 7,427 3,123 7,873 7,956 3,954 Income from partially-owned entities...................... 82,310 32,025 4,658 1,855 788 Interest and other investment income...................... 18,359 24,074 23,767 6,643 5,733 Interest and debt expense................................. (141,683) (114,686) (42,888) (16,726) (16,426) Net gain from insurance settlement and condemnation proceedings........................... -- 9,649 -- -- -- Minority interest of unitholders in the Operating Partnership.................................. (54,998) (16,183) (7,293) -- -- ------- --------- --------- ---------- -------- Net Income................................................ 202,519 152,854 61,023 61,364 53,008 Preferred stock dividends................................. (33,438) (21,690) (15,549) -- -- --------- --------- --------- ---------- -------- Net income applicable to common shares.................... $ 169,081 $ 131,164 $ 45,474 $ 61,364 $ 53,008 ========= ========= ========= ========== ======== Net income per share--basic(1)......................... $ 1.97 $ 1.62 $ .83 $ 1.26 $ 1.13 Net income per share--diluted(1)....................... $ 1.94 $ 1.59 $ .79 $ 1.25 $ 1.12 Cash dividends declared for common shares.............. $ 1.80 $ 1.64 $ 1.36 $ 1.22 $ 1.12 <CAPTION> BALANCE SHEET DATA Total assets........................................... $ 5,479,218 $4,425,779 2,524,089 $565,204 $491,496 Real estate, at cost................................... 3,921,507 3,315,891 1,564,093 397,298 382,476 Accumulated depreciation............................... 308,542 226,816 173,434 151,049 139,495 Debt................................................... 2,048,804 2,051,000 956,654 232,387 233,353 Shareholders' equity................................... 2,055,368 1,782,678 1,313,762 276,257 194,274 </TABLE> -48-
49 <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ----------------------------------------------------------------------- 1999 1998 1997 1996 1995 ---------- ---------- ---------- -------- --------- <S> <C> <C> <C> <C> <C> (in thousands) OTHER DATA Funds from operations(2): Net income applicable to common shares $ 169,081 $ 131,164 $ 45,474 $ 61,364 $ 53,008 Depreciation and amortization of real property................................... 82,216 58,277 22,413 11,154 10,019 Straight-lining of property rentals for rent escalations................................ (22,881) (14,531) (3,359) (2,676) (2,569) Leasing fees received in excess of income recognized................................. 1,705 1,339 1,733 1,805 1,052 Net gain from insurance settlement and condemnation proceedings................... -- (9,649) -- -- -- (Depreciation)/appreciation of securities held in officer's deferred compensation trust...................................... (340) 340 -- -- -- (Gains)/losses on sale of securities available for sale.................................... (383) (898) -- -- 360 Proportionate share of adjustments to equity in income of partially-owned entities to arrive at funds from operations: Temperature Controlled Logistics.......... 31,400 41,988(3) 4,183 -- -- Alexander's............................... 1,324 4,023 (2,471) (2,331) 539 Partially-owned office buildings.......... 50 3,561 2,891 -- -- Hotel Pennsylvania........................ 4,866 4,083 457 -- -- Charles E. Smith Commercial Realty L.P.... 12,024 2,974 1,298 -- -- Other..................................... 7,463 219 -- -- -- Minority interest in partially owned entities in excess of preferential distributions....... (9,020) (3,991) -- -- -- Dilutive effect of Series A Preferred Stock Dividends.................................. 16,268 -- -- -- -- ------------ ------------ ---------- ------------ ----------- Funds from operations........................... $ 293,773 $ 218,899 $ 72,619 $ 69,316 $ 62,409 ============ ============ ========== ============ =========== Cash flow provided by (used in): Operating activities.......................... $ 176,895 $ 189,406 $ 115,473 $ 70,703 $ 62,882 Investing activities.......................... (494,204) (1,257,367) (1,064,484) 14,912 (103,891) Financing activities.......................... 262,131 879,815 1,215,269 (15,046) 36,577 </TABLE> (1) The earnings per share amounts prior to 1997 have been restated to comply with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). For further discussion of earnings per share and the impact of SFAS 128, see the notes to the consolidated financial statements. 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 generally accepted accounting principles 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 employed 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 or non-recurring items and gains or losses on sales of real estate. Funds from operations as disclosed above have been modified from this definition to adjust for (i) the effect of straight-lining of property rentals for rent escalations and leasing fee income, (ii) the reversal of income taxes (benefit for the year ended December 31, 1999) which is considered non-recurring because of the expected conversion of Temperature Controlled Logistics Companies to REITs, (iii) the addback of Temperature Controlled Logistics non-recurring unification costs, and (iv) the exclusion of a $2,700 reduction in interest expense in 1999 resulting from the amortization of the excess of fair value of Newkirk Joint Venture limited partnership's debt over its face amount at date of acquisition. -49-
50 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (All of the amounts presented are in thousands, except share amounts and percentages) OVERVIEW Below is a summary of net income and EBITDA(1) by segment for the years ended December 31, 1999, 1998 and 1997: <TABLE> <CAPTION> December 31, 1999 ------------------------------------------------------------------------- Temperature Merchandise Controlled Total Office Retail Mart Logistics Other(2) ----- ------ ------ ----------- --------- -------- <S> <C> <C> <C> <C> <C> <C> Total revenues................................ $696,958 $379,795 $170,538 $ 135,921 $ -- $ 10,704 Total expenses................................ 405,854 227,680 74,062 74,624 -- 29,488 -------- -------- -------- ---------- -------- -------- Operating income.............................. 291,104 152,115 96,476 61,297 -- (18,784) Income applicable to Alexander's ............. 7,427 -- -- -- -- 7,427 Income from partially-owned entities.......... 82,310 19,055 938 -- 36,722 25,595 Interest and other investment income.......... 18,359 1,786 -- 737 -- 15,836 Interest and debt expense..................... (141,683) (49,624) (27,635) (29,509) -- (34,915) Minority interest............................. (54,998) (25,854) (14,628) (6,819) (7,697) -- -------- -------- -------- ---------- -------- -------- Net income.................................... 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 (4)................. 226,253 82,460 30,249 29,509 27,520 56,515 Depreciation and amortization (4)............. 143,499 64,702 16,900 17,702 31,044 13,151 Straight-lining of rents (4).................. (25,359) (16,386) (2,120) (4,740) (1,698) (415) Other......................................... 7,451 365 -- -- 2,054(3) 5,032 -------- -------- -------- ---------- -------- -------- EBITDA(1)..................................... $609,361 $254,473 $114,808 $ 74,996 $ 95,642 $ 69,442 ======== ======== ======== ========== ======== ======== </TABLE> <TABLE> <CAPTION> December 31, 1998 -------------------------------------------------------------------------- Temperature Merchandise Controlled Total Office Retail Mart Logistics Other(2) ----- ------ ------ ----------- --------- -------- <S> <C> <C> <C> <C> <C> <C> Total revenues................................ $ 509,860 $247,499 $167,155 $ 86,521 $ -- $ 8,685 Total expenses................................ 295,008 151,573 70,334 50,761 -- 22,340 --------- -------- -------- -------- ------- -------- Operating income.............................. 214,852 95,926 96,821 35,760 -- (13,655) Income applicable to Alexander's ............. 3,123 -- -- -- -- 3,123 Income from partially-owned entities.......... 32,025 10,854 258 (1,969) 15,191 7,691 Interest and other investment income.......... 24,074 4,467 2,159 639 -- 16,809 Interest and debt expense..................... (114,686) (25,175) (32,249) (18,711) -- (38,551) Net gain from insurance settlement and condemnation proceeding............... 9,649 -- -- -- -- 9,649 Minority interest............................. (16,183) (7,236) (5,853) (2,070) (1,024) -- --------- -------- -------- -------- ------- -------- Net income.................................... 152,854 78,836 61,136 13,649 14,167 (14,934) Minority interest............................. 16,183 7,236 5,853 2,070 1,024 -- Interest and debt expense (4)................. 164,478 40,245 32,709 18,711 26,541 46,272 Depreciation and amortization (4)............. 104,299 39,246 15,520 9,899 33,117 6,517 Net gain from insurance Settlement and condemnation proceeding............... (9,649) -- -- -- -- (9,649) Straight-lining of rents (4).................. (16,132) (6,845) (3,203) (4,882) -- (1,202) Other......................................... 15,055 (79) -- -- 8,872(3) 6,262(5) --------- -------- -------- -------- ------- -------- EBITDA(1)..................................... $ 427,088 $158,639 $112,015 $ 39,447 $83,721 $ 33,266 ========= ======== ======== ======== ======= ======== </TABLE> Footnotes 1-5 are explained on the following page. -50-
51 <TABLE> <CAPTION> December 31, 1997 ------------------------------------------------------------------------- Temperature Merchandise Controlled Total Office Retail Mart Logistics Other(2) ----------- --------- -------- ---------- ---------- -------- <S> <C> <C> <C> <C> <C> <C> Total revenues................................ $ 209,131 $ 80,846 $120,299 $ -- $ -- $ 7,986 Total expenses................................ 134,225 50,186 46,204 -- -- 37,835 ----------- --------- -------- ---------- ---------- -------- Operating income.............................. 74,906 30,660 74,095 -- -- (29,849) Income applicable to Alexander's ............. 7,873 -- -- -- -- 7,873 Income from partially-owned entities.......... 4,658 1,015 -- -- 1,720 1,923 Interest and other investment income.......... 23,767 6,834 2,296 -- -- 14,637 Interest and debt expense..................... (42,888) (9,009) (19,893) -- -- (13,986) Minority interest............................. (7,293) (2,042) (4,303) -- -- (948) ----------- --------- -------- ---------- ---------- -------- Net income.................................... 61,023 27,458 52,195 -- 1,720 (20,350) Minority interest............................. 7,293 2,042 4,303 -- -- 948 Interest and debt expense (4)................. 54,395 13,707 19,893 -- 5,839 14,956 Depreciation and amortization (4)............. 31,972 12,813 11,706 -- 4,182 3,271 Straight-lining of rents (4).................. (3,932) (645) (2,558) -- -- (729) Other......................................... (325) 1,303 970 -- 17 (2,615) ----------- --------- -------- ---------- ---------- -------- EBITDA(1)..................................... $ 150,426 $ 56,678 $ 86,509 $ -- $ 11,758 $ (4,519) =========== ========= ======== ========== ========== ======== </TABLE> (1) EBITDA represents income before interest, taxes, depreciation and amortization, extraordinary or non-recurring items, gains or losses on sales of real estate and the effect of straight-lining of property rentals for rent escalations. 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 (i) the operations of the Company's warehouse and industrial properties, (ii) investments in the Hotel Pennsylvania, Alexander's, Newkirk Joint Ventures, (iii) corporate general and administrative expenses and (iv) unallocated investment income and interest and debt expense. (3) Includes (i) the reversal of income taxes (benefit for the year ended December 31, 1999) which are considered non-recurring because of the expected conversion of the Temperature Controlled Logistics Companies to REIT's and (ii) the add back of non-recurring unification costs. (4) 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. (5) Primarily represents the Company's equity in Alexander's loss for the write-off resulting from the razing of Alexander's building formerly located at its Lexington Avenue site. -51-
52 RESULTS OF OPERATIONS Years Ended December 31, 1999 and December 31, 1998 Below are the details of the changes by segment in EBITDA. <TABLE> <CAPTION> Temperature Merchandise Controlled Total Office Retail Mart Logistics Other ---------- ---------- ---------- ---------- --------- -------- <S> <C> <C> <C> <C> <C> <C> Year ended December 31, 1998 $ 427,088 $ 158,639 $ 112,015 $ 39,447 $ 83,721 $ 33,266 1999 Operations: Same store operations(1) 27,410 18,074 3,797 6,556 N/A (1,017) Acquisitions and other 154,863 77,760 (1,004) 28,993 11,921 37,193 ---------- ---------- ---------- ---------- --------- -------- Year ended December 31, 1999 $ 609,361 $ 254,473 $ 114,808 $ 74,996 $ 95,642 $ 69,442 ========== ========== ========== ========== ========= ======== % increase in same store operations 8.0% 11.4% 3.4% 16.6% N/A(2) (3.1)% </TABLE> (1) Represents operations which were owned for the same period in each year. (2) Not comparable because prior to March 12, 1999 (date the operations of the Temperature Controlled Logistics Companies were sold), the Company reflected its equity in the operations of the Temperature Controlled Logistics Companies. Subsequent thereto, the Company reflects its equity in the rent it receives from the Temperature Controlled Logistics Companies. Revenues The Company's revenues, which consist of property rentals, tenant expense reimbursements and other income were $696,958 in the year ended December 31, 1999 compared to $509,860 in the prior year, an increase of $187,098. These increases by segment resulted from: <TABLE> <CAPTION> Date of Merchandise Acquisition Total Office Retail Mart Other ------------- -------- ---------- --------- ----------- --------- <S> <C> <C> <C> <C> <C> <C> Property Rentals: Acquisitions: 595 Madison Avenue.............. September 1999 $ 4,202 $ 4,202 $ -- $ -- $ -- Hotel Pennsylvania (20%)........ August 1999 2,670 -- -- -- 2,670 909 Third Avenue................ July 1999 11,626 11,626 -- -- -- 888 Seventh Avenue.............. January 1999 22,683 22,683 -- -- -- Market Square Complex........... December 1998 13,303 -- -- 13,303 -- Mendik RELP Properties.......... December 1998 26,410 26,410 -- -- -- 20 Broad Street................. August 1998 8,112 8,112 -- -- -- 689 Fifth Avenue................ August 1998 2,152 2,152 -- -- -- 770 Broadway.................... July 1998 5,747 5,747 -- -- -- 40 Fulton Street................ June 1998 2,605 2,605 -- -- -- Merchandise Mart Properties.................... April 1998 27,227 -- -- 27,227 -- 150 East 58th Street............ March 1998 2,403 2,403 -- -- -- One Penn Plaza.................. February 1998 5,478 5,478 -- -- -- Westport........................ January 1998 274 274 -- -- -- -------- ---------- --------- ----------- --------- 134,892 91,692 -- 40,530 2,670 Leasing activity.................... 30,426 25,090 2,935 2,806 (405) -------- ---------- --------- ----------- --------- Total increase in property rentals.. 165,318 116,782 2,935 43,336 2,265 -------- ---------- --------- ----------- --------- Tenant expense reimbursements: Increase in tenant expense reimbursements due to acquisitions 12,754 8,462 -- 3,922 370 Other............................... 2,755 887 448 1,668 (248) -------- ---------- --------- ----------- --------- Total increase in tenant expense reimbursements.......... 15,509 9,349 448 5,590 122 -------- ---------- --------- ----------- --------- Other income........................ 6,271 6,165 -- 474 (368) -------- ---------- --------- ----------- --------- Total increase in revenues.......... $187,098 $ 132,296 $ 3,383 $ 49,400 $ 2,019 ======== ========== ========= =========== ========= </TABLE> -52-
53 Expenses The Company's expenses were $405,854 in the year ended December 31, 1999, compared to $295,008 in the prior year, an increase of $110,846. These increases by segment resulted from: <TABLE> <CAPTION> Merchandise Total Office Retail Mart Other ------- -------- -------- ------------- ------- <S> <C> <C> <C> <C> <C> Operating: Acquisitions............... $ 68,828 $ 51,291 $ -- $15,946 $1,591 Same store operations...... 6,119 6,234 3,332 (3,316) (131) ------- ------ ----- ------- ------ 74,947 57,525 3,332 12,630 1,460 ------- ------ ----- ------- ------ Depreciation and amortization: Acquisitions............... 17,498 11,180 -- 5,756 562 Same store operations...... 6,860 4,654 334 2,047 (175) ------- ------ ----- ------- ------ 24,358 15,834 334 7,803 387 ------- ------ ----- ------- ------ General and Administrative: Corporate expenses(2)...... $ 11,593 $ 2,748 $ 62(1) $ 3,430 $5,353 Reduction in value of Vornado shares and other securities held in officer's deferred compensation trust.. (52) -- -- -- (52) ------- ------ ----- ------- ------ 11,541 2,748 62 3,430 5,301 ------- ------ ----- ------- ------ $ 110,846 $ 76,107 $ 3,728 $23,863 $7,148 ======= ====== ===== ======= ====== </TABLE> - -------------------------- (1) Retail general and administrative expenses are included in corporate expenses, which are not allocated. (2) Of this increase: (i) $2,546 is attributable to acquisitions, (ii) $5,654 resulted from payroll, primarily for additional employees, and corporate office expenses, and (iii) $3,393 resulted from professional fees. Income applicable to Alexander's (loan interest income, equity in income (loss) and depreciation) was $7,427 in the year ended December 31, 1999, compared to $3,123 in the prior year, an increase of $4,304. This increase resulted from equity in Alexander's loss in the prior year due primarily to the write-off resulting from the razing of its building formerly located at its Lexington Avenue site. Income from partially-owned entities was $82,310 in the year ended December 31, 1999, compared to $32,025 in the prior year, an increase of $50,285. This increase by segment resulted from: <TABLE> <CAPTION> Temperature Date of Merchandise Controlled Acquisition Total Office Retail Mart Logistics Other ----------- ----- ------ ------ ----------- ----------- ----- <S> <C> <C> <C> <C> <C> <C> <C> Acquisitions: CESCR....................... March 1999 $14,063 $ 14,063 $ -- $ -- $ -- $ -- Newkirk Joint Ventures...... July 98/Mar. 99 16,510 -- -- -- -- 16,510 Las Catalinas............... November 1998 680 -- 680 -- -- -- Temperature Controlled Logistics................ June/July 1998 8,423 -- -- -- 8,423 -- Merchandise Mart Management Company....... April 1998 (207) -- -- (207) -- -- ------- -------- ---- -------- ------- ------- 39,469 14,063 680 (207) 8,423 16,510 Increase (decrease) in equity in income: Temperature Controlled Logistics............... 12,528 -- -- -- 12,528(1) -- Hotel Pennsylvania........ 1,417 -- -- -- -- 1,417(2) Partially-owned office buildings (1,533) (1,533)(3) -- -- -- -- Other..................... (1,596) (4,329) -- 2,176 580 (23) ------- -------- ---- --------- ------ ------- $50,285 $ 8,201 $680 $ 1,969 21,531 $ 17,904 ======= ======== ==== ========= ====== ======= </TABLE> (1) Primarily reflects equity interest in lease payments (March 12, 1999-December 31, 1999) and equity interest in the operations (January 1, 1999-March 12, 1999) for 1999 in excess of equity in the operations of such companies in 1998. (2) Reflects the elimination of the Company's equity in income of the commercial portion of the Hotel Pennsylvania which was wholly-owned as of August 5, 1999, and accordingly consolidated. (3) Reflects the elimination of the Company's equity in income of Two Park Avenue which was wholly-owned as of November 17, 1998 and accordingly consolidated. -53-
54 Interest and other investment income (interest income on mortgage loans receivable, other interest income, dividend income and net gains on marketable securities) was $18,359 for the year ended December 31, 1999, compared to $24,074 in the prior year, a decrease of $5,715. This decrease resulted primarily from lower average investments. Interest and debt expense was $141,683 for the year ended December 31, 1999, compared to $114,686 in the prior year, an increase of $26,997. This increase resulted primarily from debt in connection with acquisitions. Minority interest was $54,998 for the year ended December 31, 1999, compared to $16,183 for the prior year, an increase of $38,815. This increase is primarily due to higher income. Preferred stock dividends were $33,438 for the year ended December 31, 1999, compared to $21,690 in the prior year, an increase of $11,748. 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 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 95% 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. Years Ended December 31, 1998 and December 31, 1997 Below are the details of the changes by segment in EBITDA. <TABLE> <CAPTION> Temperature Merchandise Controlled Total Office Retail Mart Logistics Other ------- -------- -------- ------------ ----------- ------- <S> <C> <C> <C> <C> <C> <C> Year ended December 31, 1997 $150,426 $ 56,678 $ 86,509 $ -- $11,758 $(4,519)(1) 1998 Operations: Same store operations(2) 32,502 4,279 4,382 -- 411 23,430(1) Acquisitions 244,160 97,682 21,124 39,447 71,552 14,355 ------- ------- -------- ---------- ------- -------- Year ended December 31, 1998 427,088 158,639 $112,015 $ 39,447 $83,721 $ 33,266 ======= ======= ======== ========== ======= ======== % increase in same store operations $ 5.5% $ 7.5% 5.1% * 3.5% 2.8%(1) </TABLE> * not applicable - ---------------------- (1) EBITDA for "Other" and in "Total" for the year ended December 31, 1997 reflects the amortization of a deferred payment due to an officer of $22,917; the percentage increases in same store operations have been adjusted to exclude the increase in EBITDA in 1998 resulting therefrom. (2) Represents operations which were owned for the same period in each year. -54-
55 Revenues The Company's revenues, which consist of property rentals, tenant expense reimbursements and other income were $509,860 in the year ended December 31, 1998, compared to $209,131 in the prior year, an increase of $300,729. These increases by segment resulted from: <TABLE> <CAPTION> Date of Merchandise Acquisition Total Office Retail Mart Other ------------- ------- -------- -------- ------------- ------- <S> <C> <C> <C> <C> <C> <C> Property Rentals: Acquisitions: Mendik RELP December 1998 $ 4,126 $ 4,126 $ -- $ -- $ -- 20 Broad Street August 1998 4,399 4,399 -- -- -- 689 Fifth Avenue August 1998 1,333 1,333 -- -- -- 770 Broadway July 1998 5,713 5,713 -- -- -- 40 Fulton Street June 1998 3,561 3,561 -- -- -- Merchandise Mart Properties April 1998 82,509 -- -- 82,509 -- 150 E. 58th Street March 1998 13,021 13,021 -- -- -- One Penn Plaza February 1998 53,991 53,991 -- -- -- Westport January 1998 2,355 2,355 -- -- -- Green Acres Mall December 1997 22,449 -- 22,449 -- -- 640 Fifth Avenue December 1997 5,312 5,312 -- -- -- 90 Park Avenue May 1997 9,251 9,251 -- -- -- Mendik April 1997 25,313 25,313 -- -- -- Montehiedra Shopping Center April 1997 2,935 -- 2,935 -- -- ----------- ----------- ---------- ---------- -------- 236,268 128,375 25,384 82,509 -- Leasing activity 20,907 16,508 4,106 -- 293 ----------- ----------- ---------- ---------- -------- Total increase in property rentals 257,175 144,883 29,490 82,509 293 ----------- ----------- ---------- ---------- -------- Tenant expense reimbursements: Increase in tenant expense reimbursements due to acquisitions 34,526 16,112 15,759 2,655 -- Other 3,559 2,292 1,373 -- (106) ----------- ----------- ---------- ---------- -------- Total increase in tenant expense reimbursements 38,085 18,404 17,132 2,655 (106) ----------- ----------- ---------- ---------- -------- Other income 5,469 3,366 234 1,357 512 ----------- ----------- ---------- ---------- -------- Total increase in revenues $ 300,729 $ 166,653 $ 46,856 $ 86,521 $ 699 =========== =========== ========== ========== ======== </TABLE> -55-
56 Expenses The Company's expenses were $295,008 in the year ended December 31, 1998, compared to $134,225 in the prior year, an increase of $160,783. These increases by segment resulted from: <TABLE> <CAPTION> Merchandise Total Office Retail Mart Other ------- -------- -------- ----------- ------- <S> <C> <C> <C> <C> <C> Operating: Acquisitions $121,297 $ 67,545 $15,339 $38,413 $ -- Same store operations 11,129 5,751 5,185 -- 193 -------- -------- ------- ------- --------- 132,426 73,296 20,524 38,413 193 -------- -------- ------- ------- --------- Depreciation and amortization: Acquisitions 35,586 22,630 3,057 9,899 -- Same store operations 658 47 549 -- 62 -------- -------- ------- ------- --------- 36,244 22,677 3,606 9,899 62 -------- -------- ------- ------- --------- General and administrative: 15,030(2) 5,414 --(1) 2,449 7,167(1) -------- -------- ------- ------- --------- Amortization of officer's deferred compensation expense (22,917) -- -- -- (22,917)(3) -------- -------- ------- ------- --------- $160,783 $101,387 $24,130 $50,761 $ (15,495) ======== ======== ======= ======= ========= </TABLE> (1) Retail general and administrative expenses are included in corporate expenses which are not allocated. (2) Of this increase: (i) $6,631 is attributable to acquisitions, (ii) $4,641 resulted from payroll, primarily for additional employees and corporate office expenses, and (iii) $3,758 resulted from professional fees. (3) The Company recognized an expense of $22,917 in the prior year representing the amortization of the deferred payment due to the Company's President, which was fully amortized at December 31, 1997. Income applicable to Alexander's (loan interest income, equity in income (loss) and depreciation) was $3,123 in the year ended December 31, 1998, compared to $7,873 in the prior year, a decrease of $4,750. This decrease resulted primarily from (i) the Company's equity in the 1998 write-off of the carrying value of Alexander's Lexington Avenue building of $4,423, partially offset by (ii) income from the commencement of leases at Alexander's Rego Park and Kings Plaza store properties and (iii) income from Alexander's acquisition of the remaining 50% interest in the Kings Plaza Mall. Income from partially-owned entities was $32,025 in the year ended December 31, 1998, compared to $4,658 in the prior year, an increase of $27,367. This increase by segment resulted from: <TABLE> <CAPTION> Temperature Date of Merchandise Controlled Acquisitions: Acquisition Total Office Retail Mart Logistics Other ------------- ------- -------- -------- ------------- ------------- ------- <S> <C> <C> <C> <C> <C> <C> <C> Temperature Controlled Logistics: Americold and URS October 1997 $ 7,137 $ -- $ -- $ -- $ 7,137 $ -- Freezer Services June 1998 3,218 -- -- -- 3,218 -- Carmar Group July 1998 2,960 -- -- -- 2,960 -- Charles E. Smith Commercial Realty L.P. October 1997 4,669 4,669 -- -- -- -- Hotel Pennsylvania September 1997 2,623 -- -- -- -- 2,623 Newkirk Joint Ventures July 1998 3,412 -- -- -- -- 3,412 Partially-owned office buildings April 1997 2,852 2,852 -- -- -- -- Merchandise Mart Management Company April 1998 (1,969) -- -- (1,969) -- -- Las Catalinas November 1998 258 -- 258 -- -- -- Other 2,207 2,318 -- -- 156 (267) ------- ------- ------ --------- -------- ------- $27,367 $ 9,839 $ 258 $ (1,969) $ 13,471 $ 5,768 ======= ======= ====== ========= ======== ======= </TABLE> -56-
57 Interest and other investment income (interest income on mortgage loans receivable, other interest income, dividend income and net gains on marketable securities) was $24,074 for the year ended December 31, 1998, compared to $23,767 in the prior year, an increase of $307. This increase resulted primarily from gains on the sale of marketable securities of $2,395, partially offset by a decrease in interest income due to lower average investments this year. Interest and debt expense was $114,686 for the year ended December 31, 1998, compared to $42,888 in the prior year, an increase of $71,798. This increase resulted primarily from debt in connection with acquisitions. In the third quarter of 1998, the Company recorded a net gain of $9,649, in connection with an insurance settlement and condemnation proceeding (see Note 11 to the Consolidated Financial Statements). The minority interest is comprised of: <TABLE> <CAPTION> Year Ended December 31, ------------------------------------ 1998 1997* -------------- ------------ <S> <C> <C> Equity in income to unit holders in the Operating Partnership............... $ 15,532 $ 7,293 40% interest in 20 Broad Street........................ 651 -- -------------- ------------ $ 16,183 $ 7,293 ============== ============ </TABLE> * For the period from April 15, 1997 to December 31, 1997 The preferred stock dividends of $21,690 for the year ended December 31, 1998 and $15,549 for the period from April 15, 1997 to December 31, 1997 apply to the Company's $3.25 Series A Convertible Preferred Shares issued in April and December 1997 and include accretion of expenses of issuing them. LIQUIDITY AND CAPITAL RESOURCES Cash Flows for the Years Ended December 31, 1999, 1998 and 1997 Year Ended December 31, 1999 Cash flows provided by operating activities of $176,895 were comprised of (i) net income of $202,519 and (ii) adjustments for non-cash items of $22,140 , offset by (iii) the net change in operating assets and liabilities of $50,907 (primarily prepaid expenses). The adjustments for non-cash items are primarily comprised of (i) depreciation and amortization of $83,585 and (ii) minority interest of $54,998 , partially offset by (iii) the effect of straight-lining of rental income of $29,587 and (iv) equity in income of partially-owned entities of $82,310. Net cash used in investing activities of $494,204 was primarily comprised of (i) capital expenditures of $153,591 (see detail below), (ii) investment in mortgage loans receivable of $59,787 (including $41,200 loan to CAPI and $18,587 loan to Vornado Operating Company), (iii) acquisitions of real estate of $224,654 (see detail below) and (iv) investments in partially-owned entities of $118,409 (see detail below), partially offset by (v) the use of cash restricted for tenant improvements of $13,624, (vi) proceeds from the sale of Temperature Controlled Logistics assets of $22,769 and (vii) proceeds from the repayment of mortgage loans receivable of $14,000 (Vornado Operating Company). -57-
58 Acquisitions of real estate and investments in partially-owned entities are comprised of: <TABLE> <CAPTION> Debt Value of Units (in 000's) Cash Assumed Issued Assets Acquired ---------- ---------- ----------- --------------- <S> <C> <C> <C> <C> Real Estate: 595 Madison Avenue Office Building................ $ 125,000 $ -- $ -- $ 125,000 909 Third Avenue Office Building.................. 12,400 109,000 1,600 123,000 888 Seventh Avenue Office Building................ 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 ========== ========== =========== ============= </TABLE> (1) Total consideration for 888 Seventh Avenue was $117,000 of which $17,000 was expended in 1998. Capital expenditures were comprised of: <TABLE> <CAPTION> New York City Merchandise Total Office Retail Mart Other ------- --------- -------- ------------- ------- <S> <C> <C> <C> <C> <C> 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 Acquisition and Redevelopment expenditures 86,098 52,288(1) 19,281 14,529 -- --------- ------ ------ ----------- ------- $ 153,591 $ 86,354 $22,153 $ 41,134 $ 3,950 ========= ======== ======= =========== ======= </TABLE> (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. Net cash provided by financing activities of $262,131 was primarily comprised of (i) proceeds from issuance of preferred shares of $192,953, (ii) proceeds from issuance of preferred units of $525,013 and (iii) proceeds from borrowings of $455,000 partially offset by, (iv) repayments of borrowings of $668,957, (v) dividends paid on common shares of $153,223, (vi) dividends paid on preferred shares of $30,563 , and (vii) distributions to minority partners of $52,491. Years Ended December 31, 1998 Cash flows provided by operating activities of $189,406 were primarily comprised of (i) income of $143,205 (net income of $152,854 less net gain from insurance settlement and condemnation proceeding of $9,649), (ii) adjustments for non-cash items of $27,657, and (iii) the net change in operating assets and liabilities of $18,544. The adjustments for non- -58-
59 cash items are primarily comprised of (i) depreciation and amortization of $59,227 and (ii) minority interest of $16,183, partially offset by (iii) the effect of straight-lining of rental income of $17,561 and (iv) equity in net income of partially-owned entities of $32,025. Net cash used in investing activities of $1,257,367 was primarily comprised of (i) acquisitions of real estate of $896,800 (see detail below), (ii) investments in partially-owned entities of $308,000 (see detail below), (iii) capital expenditures of $68,085 (see detail below) and investments in securities of $73,513 (including purchase of Capital Trust Preferred Stock of $48,700), partially offset by (v) proceeds from the repayment of mortgage loans receivable of $57,600. Acquisitions of real estate and investments in partially-owned entities were comprised of: <TABLE> <CAPTION> Value of shares or Cash Debt Units Issued Assets Acquired ---------- ---------- ------------ --------------- <S> <C> <C> <C> <C> Real Estate: Merchandise Mart Properties $ 187,000 $ 327,000 $ 116,000 $ 630,000 One Penn Plaza Office Building 317,000 93,000 -- 410,000 770 Broadway Office Building 131,000 -- 18,000 149,000 150 East 58th Street Office Building 118,000 -- -- 118,000 40 Fulton Street Office Building 38,000 -- -- 38,000 888 Seventh Avenue Office Building 17,000 -- -- 17,000(1) 689 Fifth Avenue Office Building 33,000 -- -- 33,000 Mendik RELP Properties 31,000 46,000 29,000 106,000 Market Square Complex 11,000 60,000 44,000 115,000 Other 13,800 -- -- 13,800 ---------- ---------- ----------- ------------- $ 896,800 $ 526,000 $ 207,000 $ 1,629,800 ========== ========== =========== ============= Investments in Partially-Owned Entities: Hotel Pennsylvania (acquisition of additional 40% interest increasing ownership to 80%) $ 22,000 $ 48,000 $ -- $ 70,000 570 Lexington Avenue Office Building (increased interest from 5.6% to approximately 50%) 32,300 4,900 -- 37,200 Acquisition of Freezer Services, Inc. (60% interest) 58,000 16,000 6,000 80,000 Reduction in Temperature Controlled Logistics Companies debt (60% interest) 44,000 -- -- 44,000 Acquisition of Carmar Group (60% interest) 86,400 8,400 -- 94,800 Investment in Newkirk Joint Ventures 56,000 -- -- 56,000 Las Catalinas Mall (50% interest) -- 38,000 -- 38,000 Other 9,300 -- -- 9,300 ---------- ---------- ----------- ------------- $ 308,000 $ 115,300 $ 6,000 $ 429,300 ========== ========== =========== ============= </TABLE> (1) Acquisition was completed in 1999 for a total of $117,000. Capital expenditures were comprised of: <TABLE> <CAPTION> New York City Merchandise Total Office Retail Mart Other ----------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Expenditures to maintain the assets............... $ 14,460 $ 4,975 $ 3,138 $ 5,273 $ 1,074 Tenant allowances and leasing commissions.......... 53,625 46,187 2,397 5,041 -- ---------- ---------- ------- ----------- -------- $ 68,085 $ 51,162 $ 5,535 $ 10,314 $ 1,074 ========== ========== ======= =========== ======== </TABLE> -59-
60 Net cash provided by financing activities of $879,815 was primarily comprised of (i) proceeds from borrowings of $1,427,821, (ii) proceeds from the issuance of common shares of $445,247 and (iii) proceeds from the issuance of preferred shares of $85,313, partially offset by (iv) repayment of borrowings of $883,475, (v) dividends paid on common shares of $154,440 and (vi) dividends paid on preferred shares of $18,816. Year Ended December 31, 1997 Cash flows provided by operating activities of $115,473 were comprised of (i) net income of $61,023, (ii) adjustments for non-cash items of $39,723 and (iii) the net change in operating assets and liabilities of $14,727. The adjustments for non-cash items are primarily comprised of (i) amortization of deferred officer's compensation expense of $22,917 and (ii) depreciation and amortization of $24,460. Net cash used in investing activities of $1,064,484 was primarily comprised of (i) acquisitions of real estate of $887,423 (see detail below), (ii) investments in mortgage loans receivable of $71,663 (see detail below), (iii) capital expenditures of $23,789, (iv) restricted cash for tenant improvements of $27,079 and (v) real estate deposits of $46,152. Acquisitions of real estate and investments in mortgage loans receivable are comprised of: <TABLE> <CAPTION> Value of Shares or Debt Units Cash Assumed Issued Assets Acquired ------ --------- ---------- ----------------- <S> <C> <C> <C> <C> Real Estate: Mendik Transaction.................................... $ 263,790 $ 215,279 $ 177,000 $ 656,069 60% interest in Temperature Controlled Logistics Companies........................................... 243,846 376,800 -- 620,646 Green Acres Mall...................................... -- 125,000 102,015 227,015 90 Park Avenue office building........................ 185,000 -- -- 185,000 Montehiedra shopping center........................... 11,000 63,000 -- 74,000 40% interest in Hotel Pennsylvania.................... 17,487 48,000 -- 65,487 640 Fifth Ave. office building........................ 64,000 -- -- 64,000 15% interest in Charles E. Smith Commercial Realty L.P.......................................... 60,000 -- -- 60,000 Riese properties...................................... 26,000 -- -- 26,000 1135 Third Avenue and other........................... 16,300 -- -- 16,300 --------- --------- ---------- ----------- 887,423 828,079 279,015 1,994,517 --------- --------- --------- ----------- Mortgage loans receivable: Riese properties...................................... 41,649 -- -- 41,649 20 Broad Street....................................... 27,000 -- -- 27,000 909 Third Ave. and other, net......................... 3,014 -- -- 3,014 --------- --------- --------- ----------- 71,663 -- -- 71,663 --------- --------- --------- ----------- Total Acquisitions........................................ $ 959,086 $ 828,079 $ 279,015 $ 2,066,180 ========= ========= ========= =========== </TABLE> Net cash provided by financing activities of $1,215,269 was primarily comprised of proceeds from (i) borrowings of $770,000 (ii) issuance of common shares of $688,672, and (iii) issuance of preferred shares of $276,000, partially offset by (iv) repayment of borrowings of $409,633, (v) dividends paid on common shares of $77,461, (vi) dividends paid on preferred shares of $15,549 and (vii) the repayment of borrowings on U.S. Treasury obligations of $9,636. -60-
61 Funds from Operations for the Years Ended December 31, 1999 and 1998 Funds from operations were $293,773 in the year ended December 31, 1999, compared to $218,899 in the prior year, an increase of $74,874. The following table reconciles funds from operations and net income: <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ------------------------- 1999 1998 ------------------------- <S> <C> <C> Net income applicable to common shares........................................... $169,081 $ 131,164 Depreciation and amortization of real property................................... 82,216 58,277 Straight-lining of property rentals for rent escalations......................... (22,881) (14,531) Leasing fees received in excess of income recognized............................. 1,705 1,339 Net gain from insurance settlement and condemnation proceedings.................. -- (9,649) (Depreciation) appreciation of securities held in officer's deferred compensation trust........................................................... (340) 340 Gain 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.................. 57,127 56,848 Minority interest in excess of preferential distributions........................ (9,020) (3,991) -------- ---------- 277,505 218,899 Dilutive effect of Series A Preferred Stock dividends............................ 16,268 -- -------- ---------- Funds from operations............................................................ $293,773 $ 218,899 ======== ========== </TABLE> The number of shares that should be used for determining funds from operations per share is as follows: <TABLE> <CAPTION> Year Ended December 31, ----------------------------------------- 1999 1998 ----------------------------------------- <S> <C> <C> Weighted average shares................ 85,666 80,724 Effect of dilutive securities: Employee stock options............ 1,621 1,932 Series A preferred shares......... 6,015 -- -------- -------- Denominator for diluted funds from operations per share - adjusted weighted average shares and assumed conversions............... 93,302 82,656 ======== ======== </TABLE> Funds from operations does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs, 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 have been modified from this definition to adjust for (i) the effect of straight-lining of property rentals for rent escalations and leasing fee income, (ii) the reversal of income taxes (benefit for the year ended December 31, 1999) which is considered non-recurring because of the expected conversion of Temperature Controlled Logistics Companies to REITs, (iii) the addback of Temperature Controlled Logistics non-recurring unification costs, and (iv) the exclusion of a $2,700 reduction in interest expense in 1999 resulting from the amortization of the excess of fair value of Newkirk Joint Venture limited partnership's debt over its face amount at date of acquisition. Below are the cash flows provided by (used in) operating, investing and financing activities: <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ----------------------------------- 1999 1998 --------------- ---------------- <S> <C> <C> Operating activities................................................. $ 176,895 $ 189,406 =============== ================ Investing activities................................................. $ (494,204) $ (1,257,367) =============== ================ Financing activities................................................. $ 262,131 $ 879,815 =============== ================ </TABLE> -61-
62 Certain Cash Requirements In January 2000, the Company completed approximately $36,000 of real estate acquisitions, of which $17,640 was indebtedness. The Company has budgeted approximately $91,000 for capital expenditures (excluding acquisitions) over the next year as follows: <TABLE> <CAPTION> Temperature Merchandise Controlled Total Office Retail Mart Logistics Other ------- -------- -------- --------------- ------------- ------- <S> <C> <C> <C> <C> <C> <C> Expenditures to maintain the assets $ 42,000 $ 16,400 $2,800 $ 11,700 $ 3,000(1) $ 8,100 Tenant allowances 49,000 40,500 900 7,600 -- -- --------- ---------- ------- --------- ------- -------- $ 91,000 $ 56,900 $3,700 $ 19,300 $ 3,000 $ 8,100 ========= ========== ====== ========= ======= ======== </TABLE> (1) Represents the Company's 60% share of the Vornado/Crescent Partnership's obligation to fund up to $5,000 of capital expenditures per annum. In addition to the above, the Company has budgeted approximately $18,000 of leasing commissions. Tenant allowances and leasing commissions for the New York City Office properties approximate $18.00 per square foot for renewal space and $50.00 per square foot for vacant space. Historically, approximately two-thirds of existing tenants renew their leases. In addition to the capital expenditures reflected above, the Company is currently engaged in or considering certain multi-year development and redevelopment projects for which it has budgeted approximately $278.7 million to be expended as outlined in the "Development and Redevelopment Projects" section of Item 1--Business. The $278.7 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 CESCR, Newkirk or Alexander's, which are partially owned by the Company. These investees are expected to fund their own cash requirements. Alexander's is not expected to distribute any cash to the Company in 2000. In 2000, the Company expects to receive at a minimum, preferred distributions from CESCR of approximately $14.4 million (7,679,365 preferred units at $1.87 per unit) and common distributions of approximately $3.85 million (2,500,000 common units at $1.54 per unit - current dividend rate). The minimum preferred distribution rate increases by .25% each year for the next three years. On March 12, 1999 the Vornado/Crescent Partnerships sold all of the non-real estate assets of the Temperature Controlled Logistics Companies encompassing the operations of the Temperature Controlled Logistics business for approximately $48,000 to a new partnership owned 60% by Vornado Operating Company and 40% by Crescent Operating Inc. On March 1, 2000, the Company sold three shopping centers located in Texas for approximately $25,750 resulting in a gain of $4,400. Financing Activities CORPORATE On March 17, 1999, the Company completed the sale of 3 million 8.5% Series B 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 $72,200. 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. The perpetual preferred shares may be called without penalty at the option of the Company commencing on March 17, 2004. -62-
63 On May 17, 1999, the Company completed the sale of 4 million 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. 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. The perpetual preferred shares may be called without penalty at the option of the Company commencing on May 17, 2004. On May 27, 1999, the Company sold an aggregate of $27,500 of 8.375% Series D-2 Cumulative Redeemable Preferred Units in the Operating Partnership to an institutional investor in a private placement, resulting in net proceeds of approximately $26,780. The perpetual Preferred Units may be called without penalty at the option of the Operating Partnership commencing on May 27, 2004. On September 3, 1999, the Company sold an aggregate of $325,000 of 8.25% Series D-3 and D-4 Cumulative Redeemable Preferred Units in the Operating Partnership to institutional investors in private placements, resulting in net proceeds of approximately $316,400. The Perpetual Preferred Units may be called without penalty at the option of the Operating Partnership commencing on September 7, 2004. On November 24, 1999, the Company sold an aggregate of $187,000 of 8.25% Series D-5 Cumulative Redeemable Preferred Units in the Operating Partnership to institutional investors in a private placement, resulting in net proceeds of approximately $181,900. The Perpetual Preferred Units may be called without penalty at the option of the Operating Partnership commencing on November 24, 2004. 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. OFFICE On February 16, 1999, the Company completed a $165,000 refinancing of its Two Penn Plaza office building and prepaid the then existing $80,000 debt on the property. The new 5-year debt matures in February 2004 and bears interest at 7.08%. On March 1, 2000, the Company completed a $90,000 refinancing of its Two Park Avenue office building. The Company received proceeds of $65,000 and repaid the then existing debt in the same amount on the property. The Company expects to receive the remaining $25,000 prior to June 30, 2000 upon satisfying certain closing conditions. The new 3-year debt matures on February 28, 2003 and bears interest at Libor + 1.45% (7.39% at March 1, 2000). MERCHANDISE MART On July 8, 1999, the Company completed a $70,000 mortgage financing of its 350 North Orleans property in Chicago. The Company received proceeds of $40,000 and is expected to receive the remaining $30,000 during the next year upon meeting certain debt service coverage requirements. The new 3-year debt matures in June 2002 and bears interest at LIBOR + 1.65% (8.13% at December 31, 1999). On September 21, 1999, the Company completed a $250,000 mortgage refinancing of its Merchandise Mart property in Chicago of which $50,000 is further secured by a letter of credit. The new 5-year debt matures in September 2004 and bears interest at LIBOR +1.50% (7.97% at December 31, 1999). The letter of credit will be reduced over the term of the loan as cash flow increases. The Company bought an interest rate cap, capping the interest rate in the event that LIBOR increases -63-
64 above 9.25% through the termination date of the agreement in September 2002. Simultaneously with this transaction, the Company sold an interest rate cap to a third party on the same terms as the cap the Company purchased. The Company has an effective shelf registration under which it can offer an aggregate of approximately $1.4 billion of equity securities and 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. ACQUISITION ACTIVITY As a result of acquisitions, the book value of the Company's assets have grown from $4,425,779 at December 31, 1998 to $5,479,218 at December 31, 1999. 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 at a relatively fast pace. 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 stock, 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. YEAR 2000 ISSUES To date, there have been no material adverse effects to the Company's financial condition or results of operations as a result of Year 2000. RECENTLY ISSUED ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Because the Company does not currently utilize derivatives or engage in significant hedging activities, management does not anticipate that implementation of this statement will have a material effect on the Company's financial statements. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101). SAB 101 provides clarification in applying generally accepted accounting principles to revenue recognition in financial statements including contingent rentals under leases. The Company does not anticipate that implementation of this statement will have a material effect on the Company's financial statements. ECONOMIC CONDITIONS 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. Inflation did not have a material effect on the Company's results for the periods presented. -64-
65 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK At December 31, 1999, the Company's exposure to a change in interest rates on its wholly-owned and partially-owned debt is as follows: <TABLE> <CAPTION> (amounts in thousands except per share amounts) Weighted Effect of 1% Average Increase In Balance Interest Rate Base Rates --------- --------------- -------------- <S> <C> <C> <C> Wholly-owned debt: Variable rate.................. $ 1,227,407 7.59% $ 12,274 Fixed rate..................... 821,397 7.02% -- --------- ------------ $ 2,048,804 12,274 ========= ------------ Partially-owned debt: Variable rate.................. $ 85,380 8.02% 854 Fixed rate..................... 1,109,185 7.72% -- --------- ------------ $ 1,194,565 854 ========= ------------ Minority interest..................... (1,838) ------------ Total decrease in the Company's annual net income......... $ 11,290 ============ Per share-diluted................ $ .13 ============ </TABLE> After giving effect to the Company's $500,000,000 financing completed on March 1, 2000, and the use of a portion of the proceeds to repay approximately $262,000,000 of the amount outstanding under its revolving credit facility, the Company's total variable rate debt is $1,050,477,000. The effect of a 1% increase on base rates would result in a total decrease in the Company's annual net income of $9,034,000 or $.10 per share diluted. The fair value of the Company's debt at December 31, 1999, 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. In July 1998, the Company entered into an interest rate cap agreement to reduce the impact of changes in interest rates on its $275,000,000 One Penn Plaza loan. The agreement caps the Company's interest rate in the event that LIBOR increases above 8.5% through January 20, 2000 and 9% thereafter, until the termination date of the cap agreement on July 30, 2001 (the debt matures in June 2002). The Company is exposed to credit loss in the event of nonperformance by the other parties to the interest rate cap agreement. However, the Company does not anticipate nonperformance by the counterparty. The fair value of the interest rate cap agreement at December 31, 1999 approximates its cost. On September 21, 1999, the Company bought an interest rate cap, capping the interest rate on its 250,000,000 Merchandise Mart loan in the event that LIBOR increases above 9.25% through the termination date of the agreement in September 2002. Simultaneously with this transaction, the Company sold an interest rate cap to a third party on the same terms as the cap the Company purchased. -65-
66 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS <TABLE> <CAPTION> PAGE ---- <S> <C> Independent Auditors' Report.................................................................................. 67 Consolidated Balance Sheets at December 31, 1999 and 1998..................................................... 68 Consolidated Statements of Income for the years ended December 31, 1999, 1998 and 1997........................ 69 Consolidated Statements of Shareholders' Equity for the years ended December 31, 1999, 1998 and 1997.......... 70 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997.................... 72 Notes to Consolidated Financial Statements..................................................................... 73 </TABLE> ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. -66-
67 INDEPENDENT AUDITORS' REPORT Shareholders and Board of Trustees Vornado Realty Trust Saddle Brook, New Jersey We have audited the accompanying consolidated balance sheets of Vornado Realty Trust as of December 31, 1999 and 1998, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1999. 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 generally accepted auditing standards. 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, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. 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 7, 2000 -67-
68 VORNADO REALTY TRUST CONSOLIDATED BALANCE SHEETS <TABLE> <CAPTION> DECEMBER 31, ------------------------------ 1999 1998 ------------ -------------- <S> <C> <C> (amounts in thousands except share amounts) ASSETS Real estate, at cost: Land ......................................................................... $ 826,477 $ 743,324 Buildings and improvements.................................................... 3,080,174 2,561,383 Leasehold improvements and equipment.......................................... 14,856 11,184 ----------- ----------- Total.................................................................... 3,921,507 3,315,891 Less accumulated depreciation and amortization................................ (308,542) (226,816) ----------- ----------- Real estate, net......................................................... 3,612,965 3,089,075 Cash and cash equivalents, including U.S. government obligations under repurchase agreements of $43,675 and $56,500.................................. 112,630 167,808 Escrow deposits and restricted cash.............................................. 30,571 44,195 Marketable securities............................................................ 106,503 77,156 Investments and advances to partially-owned entities, including Alexander's of $159,148 and $104,038.......................................... 1,315,387 827,840 Due from officers................................................................ 16,190 17,165 Accounts receivable, net of allowance for doubtful accounts of $7,292 and $3,044.......................................................... 36,408 35,517 Notes and mortgage loans receivable.............................................. 49,719 10,683 Receivable arising from the straight-lining of rents............................. 79,298 49,711 Deposits in connection with real estate acquisitions............................. 8,128 22,947 Other assets..................................................................... 111,419 83,682 ----------- ----------- $ 5,479,218 $ 4,425,779 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Notes and mortgages payable...................................................... $ 1,681,804 $ 1,363,750 Revolving credit facility........................................................ 367,000 687,250 Accounts payable and accrued expenses............................................ 107,036 109,925 Officer's compensation payable................................................... 34,996 35,628 Deferred leasing fee income...................................................... 8,349 10,051 Other liabilities................................................................ 2,634 3,196 ----------- ----------- Total liabilities............................................................. 2,201,819 2,209,800 ----------- ----------- Minority interest of unitholders in the Operating Partnership.................... 1,222,031 433,301 ----------- ----------- 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 5,789,239 shares. 285,632 282,758 Series B: liquidation preference $25.00 per share; issued 3,400,000 shares. 81,805 -- Series C: liquidation preference $25.00 per share; issued 4,600,000 shares. 111,148 -- Common shares of beneficial interest: $.04 par value per share; authorized, 125,000,000 shares; issued and outstanding, 86,335,741 and 85,076,542 shares. 3,453 3,403 Additional capital............................................................ 1,696,557 1,653,208 Accumulated deficit........................................................... (116,979) (132,837) ----------- ----------- 2,061,616 1,806,532 Accumulated other comprehensive loss.......................................... (1,448) (18,957) Due from officers for purchase of common shares of beneficial interest........ (4,800) (4,897) ------------- ----------- Total shareholders' equity............................................... 2,055,368 1,782,678 ----------- ----------- $ 5,479,218 $ 4,425,779 =========== =========== </TABLE> See notes to consolidated financial statements. -68-
69 VORNADO REALTY TRUST CONSOLIDATED STATEMENTS OF INCOME <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ---------------------------------------- 1999 1998 1997 ---------------------------------------- <S> <C> <C> <C> (amounts in thousands except per share amounts) Revenues: Property rentals......................................................... $ 590,814 $ 425,496 $ 168,321 Expense reimbursements................................................... 90,246 74,737 36,652 Other income (including fee income from related parties of $1,857, $2,327 and $1,752......................... 15,898 9,627 4,158 --------- --------- --------- Total revenues............................................................... 696,958 509,860 209,131 --------- --------- --------- Expenses: Operating................................................................ 282,118 207,171 74,745 Depreciation and amortization............................................ 83,585 59,227 22,983 General and administrative............................................... 40,151 28,610 13,580 Amortization of officer's deferred compensation expense.................. -- -- 22,917 --------- --------- --------- Total expenses............................................................... 405,854 295,008 134,225 --------- --------- ----------- Operating income............................................................. 291,104 214,852 74,906 Income applicable to Alexander's............................................. 7,427 3,123 7,873 Income from partially-owned entities......................................... 82,310 32,025 4,658 Interest and other investment income......................................... 18,359 24,074 23,767 Interest and debt expense.................................................... (141,683) (114,686) (42,888) Net gain from insurance settlement and condemnation proceeding.................................................. -- 9,649 -- Minority interest............................................................ (54,998) (16,183) (7,293) --------- --------- --------- Net income................................................................... 202,519 152,854 61,023 Preferred stock dividends (including accretion of issuance expenses of $2,874 in 1999 and 1998 and $1,918 in 1997) (33,438) (21,690) (15,549) --------- --------- --------- NET INCOME applicable to common shares....................................... $ 169,081 $ 131,164 $ 45,474 ========= ========= ========= NET INCOME PER COMMON SHARE-BASIC............................................ $ 1.97 $ 1.62 $ .83 ========= ========= ========= NET INCOME PER COMMON SHARE-DILUTED.......................................... $ 1.94 $ 1.59 $ .79 ========= ========= ========= </TABLE> See notes to consolidated financial statements. -69-
70 VORNADO REALTY TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY <TABLE> <CAPTION> PREFERRED COMMON ADDITIONAL ACCUMULATED SHARES SHARES CAPITAL DEFICIT --------- ------ ---------- ----------- <S> <C> <C> <C> <C> (amounts in thousands except share amounts) BALANCE, JANUARY 1, 1997......... -- $ 1,044 $358,874 $ (77,574) Net income....................... -- -- -- 61,023 Dividends paid on preferred shares ($2.37 per share)...... -- -- -- (15,549) Net proceeds from issuance of preferred shares (including accretion of $1,918).......... $277,918 -- -- -- Two-for-one common share split... -- 1,044 (1,044) -- Net proceeds from issuance of common shares................. -- 644 688,028 -- Shares issued in connection with Arbor acquisition............. 1,966 117 99,932 -- Dividends paid on common shares ($1.36 per share)............. -- -- -- (77,461) Common shares issued in connection with an employment agreement and employees' share plans................... -- 38 595 -- Change in unrealized gains on securities available for sale.......................... -- -- -- -- Forgiveness of amount due from officers...................... -- -- -- -- ------- ------- -------- ---------- BALANCE, DECEMBER 31, 1997....... 279,884 2,887 1,146,385 (109,561) Net Income....................... -- -- -- 152,854 Dividends paid on Series A Preferred Shares ($3.25 per share)............. -- -- -- (21,690) Dividends paid on common shares ($1.64 per share)............. -- -- -- (131,110) Net proceeds from issuance of common shares.............. -- 445 444,118 -- Common shares issued in connection with Mendik RELP properties acquisition........ -- 34 29,029 -- Common shares issued under employees' share plan......... -- 2 907 -- Conversion of units to common shares........................ -- 35 32,745 -- Capital contribution to Vornado Operating Company..... -- -- -- (23,330) Accretion of issuance expenses on preferred shares........... 2,874 -- -- -- Common shares issued in connection with dividend reinvestment plan............. -- -- 24 -- Change in unrealized losses on securities available for sale.......................... -- -- -- -- Appreciation of securities held in officer's deferred compensation trust............ -- -- -- -- Pension obligations.............. -- -- -- -- Forgiveness of amount due from officers................. -- -- -- -- ------- ------- --------- ---------- BALANCE, DECEMBER 31, 1998 $282,758 $ 3,403 $1,653,208 $ (132,837) ======== ======= ========== =========== <CAPTION> ACCUMULATED OTHER DUE COMPREHENSIVE FROM SHAREHOLDERS' COMPREHENSIVE LOSS OFFICERS EQUITY INCOME ------------- --------- ------------- ------------- <S> <C> <C> <C> <C> (amounts in thousands except share amounts) BALANCE, JANUARY 1, 1997......... $ (998) $(5,089) $ 276,257 $ -- ========= Net income....................... -- -- 61,023 $ 61,023 Dividends paid on preferred shares ($2.37 per share)...... -- -- (15,549) -- Net proceeds from issuance of preferred shares (including accretion of $1,918).......... -- -- 277,918 -- Two-for-one common share split... -- -- -- -- Net proceeds from issuance of common shares................. -- -- 688,672 -- Shares issued in connection with Arbor acquisition............. -- -- 102,015 -- Dividends paid on common shares ($1.36 per share)............. -- -- (77,461) -- Common shares issued in connection with an employment agreement and employees' share plans................... -- -- 633 -- Change in unrealized gains on securities available for sale.......................... 158 -- 158 158 Forgiveness of amount due from officers...................... -- 96 96 -- --------- ------- --------- --------- BALANCE, DECEMBER 31, 1997....... (840) (4,993) 1,313,762 $ 61,181 ========= Net Income....................... -- -- 152,854 $ 152,854 Dividends paid on Series A Preferred Shares ($3.25 per share)............. -- -- (21,690) -- Dividends paid on common shares ($1.64 per share)............. -- -- (131,110) -- Net proceeds from issuance of common shares.............. -- -- 444,563 -- Common shares issued in connection with Mendik RELP properties acquisition........ -- -- 29,063 -- Common shares issued under employees' share plan......... -- -- 909 -- Conversion of units to common shares........................ -- -- 32,780 -- Capital contribution to Vornado Operating Company..... -- -- (23,330) -- Accretion of issuance expenses on preferred shares........... -- -- 2,874 -- Common shares issued in connection with dividend reinvestment plan............. -- -- 24 -- Change in unrealized losses on securities available for sale.......................... (5,047) -- (5,047) (5,047) Appreciation of securities held in officer's deferred compensation trust............ (10,464) -- (10,464) (10,464) Pension obligations.............. (2,606) -- (2,606) (2,606) Forgiveness of amount due from officers................. -- 96 96 -- --------- ------- --------- --------- BALANCE, DECEMBER 31, 1998 $ (18,957) $(4,897) $1,782,678 $ 134,737 ========== ======== ========== ========= </TABLE> See notes to consolidated financial statements. -70-
71 VORNADO REALTY TRUST CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY <TABLE> <CAPTION> PREFERRED COMMON ADDITIONAL ACCUMULATED SHARES SHARES CAPITAL DEFICIT --------- ------- ---------- ----------- <S> <C> <C> <C> <C> (amounts in thousands except share amounts) BALANCE, DECEMBER 31, 1998........ 282,758 3,403 1,653,208 (132,837) 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 -- Conversion of units to 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 -- -- -- -- Depreciation of securities held in officer's deferred compensation trust.............. -- -- -- -- Pension obligations............... -- -- -- -- Forgiveness of amount due from officers................... -- -- -- -- -------- ------- --------- --------- BALANCE, DECEMBER 31, 1999 $478,585 $ 3,453 $1,696,557 $(116,979) ======== ======= ========== ========= <CAPTION> ACCUMULATED OTHER DUE COMPREHENSIVE FROM SHAREHOLDERS' COMPREHENSIVE LOSS OFFICERS EQUITY INCOME ------------- -------- ------------- ------------- <S> <C> <C> <C> <C> (amounts in thousands except share amounts) BALANCE, DECEMBER 31, 1998........ (18,957) (4,897) 1,782,678 $134,737 ======== 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 -- Conversion of units to 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 15,603 Depreciation of securities held in officer's deferred compensation trust.............. 579 -- 579 579 Pension obligations............... 1,327 -- 1,327 1,327 Forgiveness of amount due from officers................... -- 97 97 -- -------- ------- ---------- -------- BALANCE, DECEMBER 31, 1999 $ (1,448) $(4,800) $2,055,368 $220,028 ======== ======= ========== ======== </TABLE> See notes to consolidated financial statements. -71-
72 VORNADO REALTY TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ---------------------------------------------- 1999 1998 1997 ----------- ----------- ----------- <S> <C> <C> <C> (amounts in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income...................................................... $ 202,519 $ 152,854 $ 61,023 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization (including debt issuance costs)................................................... 83,585 59,227 24,460 Amortization of officer's deferred compensation expense..... -- -- 22,917 Straight-lining of rental income............................ (29,587) (17,561) (7,075) Minority interest........................................... 54,998 16,183 7,293 Equity in (income) loss of Alexander's..................... (1,021) 3,363 (2,188) Equity in income of partially-owned entities................ (82,310) (32,025) (4,658) Gain on marketable securities............................... (382) (1,530) (1,026) Gain from insurance settlement and condemnation............. -- (9,649) -- Changes in operating assets and liabilities................. (50,907) 18,544 14,727 ----------- ----------- ----------- Net cash provided by operating activities........................... 176,895 189,406 115,473 ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions of real estate and other........................... (224,654) (896,800) (887,423) Additions to real estate........................................ (153,591) (68,085) (23,789) Development costs............................................... (17,548) -- -- Investments in partially-owned entities......................... (118,409) (308,000) -- Proceeds from sale of Temperature Controlled Logistics assets... 22,769 -- -- Investments in mortgage loans receivable........................ (59,787) (6,620) (71,663) Repayment of mortgage loans receivable.......................... 20,751 57,600 -- Cash restricted for tenant improvements......................... 13,624 (14,716) (27,079) Distributions from partially-owned entities..................... 16,938 3,200 -- Real estate deposits and other.................................. 14,819 23,788 (46,152) Purchases of securities available for sale...................... (21,614) (73,513) (8,378) Proceeds from sale or maturity of securities available for sale. 12,498 25,779 -- ----------- ----------- ----------- Net cash used in investing activities............................... (494,204) (1,257,367) (1,064,484) ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings........................................ 455,000 1,427,821 770,000 Repayments of borrowings........................................ (668,957) (883,475) (419,269) Costs of refinancing debt....................................... (8,059) (11,418) (3,038) Proceeds from issuance of preferred shares...................... 192,953 -- 276,000 Proceeds from issuance of preferred units....................... 525,013 85,313 -- Proceeds from issuance of common shares......................... -- 445,247 688,672 Dividends paid on common shares................................. (153,223) (154,440) (77,461) Dividends paid on preferred shares.............................. (30,563) (18,816) (15,549) Distributions to minority shareholders.......................... (52,491) (11,229) (4,719) Exercise of share options....................................... 2,458 812 633 ----------- ----------- ----------- Net cash provided by financing activities........................... 262,131 879,815 1,215,269 ----------- ----------- ----------- Net (decrease) increase in cash and cash equivalents................ (55,178) (188,146) 266,258 Cash and cash equivalents at beginning of year...................... 167,808 355,954 89,696 ----------- ----------- ----------- Cash and cash equivalents at end of year............................ $ 112,630 $ 167,808 $ 355,954 =========== =========== =========== Supplemental Disclosure of Cash Flow Information: Cash payments for interest...................................... $ 143,665 $ 111,089 $ 38,968 =========== =========== =========== NON-CASH TRANSACTIONS: Financing in connection with acquisitions....................... $ 188,000 $ 526,000 $ 403,279 Shares issued in connection with acquisitions................... -- 29,000 102,015 Minority interest in connection with acquisitions............... 302,100 184,000 177,000 Unrealized gain (loss) on securities available for sale......... 15,603 (5,047) 158 Depreciation of securities held in officer's deferred compensation trust............................................ 579 10,464 -- </TABLE> See notes to consolidated financial statements. -72-
73 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BUSINESS Vornado Realty Trust is a fully-integrated real estate investment trust ("REIT"). In April 1997, Vornado transferred substantially all of its assets to Vornado Realty L.P., a Delaware limited partnership (the "Operating Partnership"). As a result, Vornado conducts its business through, the Operating Partnership. Vornado is the sole general partner of, and owned approximately 86% of the common limited partnership interest in, the Operating Partnership at March 1, 2000. 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 Building Properties ("Office"): (i) all or portions of 22 office building properties in the New York City metropolitan area (primarily Manhattan) aggregating approximately 14.0 million square feet; (ii) a 34% limited partnership interest in Charles E. Smith Commercial Realty L.P. ("CESCR"), a limited partnership which owns and manages approximately 10.7 million square feet of office properties in Northern Virginia and Washington, D.C., and manages an additional 7.9 million square feet of office and other commercial properties in the Washington, D.C. area; Retail Properties ("Retail"): (iii) 56 shopping center properties in six states and Puerto Rico aggregating approximately 12.0 million square feet, including 1.4 million square feet built by tenants on land leased from the Company; Merchandise Mart Properties: (iv) the Merchandise Mart properties containing approximately 6.8 million square feet, including the 3.4 million square foot Merchandise Mart in Chicago; Temperature Controlled Logistics: (v) a 60% interest in partnerships that own 89 warehouse facilities nationwide with an aggregate of approximately 428 million cubic feet of refrigerated space (excludes 15 additional warehouses containing approximately 91 million cubic feet managed by AmeriCold Logistics). AmeriCold Logistics leases all of the partnerships' facilities; Other Real Estate Investments: (vi) approximately 32% of the outstanding common stock of Alexander's, Inc. ("Alexander's"), which has eight properties in the New York City metropolitan area; (vii) The Hotel Pennsylvania in New York City contains approximately 800,000 square feet of space with 1,700 rooms and approximately 400,000 square feet of retail and office space; (viii) approximately 30% interest in the Newkirk joint ventures which own various equity and debt interests relating to 120 limited partnerships which own real estate, primarily office and retail, net leased to credit rated tenants; (ix) eight dry warehouse/industrial properties in New Jersey containing approximately 2.0 million square feet; and (x) other real estate and investments. -73-
74 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 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% (9.09% at December 31, 1999). 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, 1999, $4,587,000 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, (a) 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 (b) 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 $330,000 for the year ended December 31, 1999 and $50,000 for the period from October 16, 1998 (commencement date) through December 31, 1998. 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 a corresponding position with Vornado Operating. Temperature Controlled Logistics Business On October 31, 1997, partnerships (the "Vornado/Crescent Partnerships") in which affiliates of the Company have a 60% interest and affiliates of Crescent Real Estate Equities Company have a 40% interest acquired each of Americold Corporation ("Americold") and URS Logistics, Inc. ("URS"). In June 1998, the Vornado/Crescent Partnerships acquired the assets of Freezer Services, Inc. and in July 1998 acquired the Carmar Group. -74-
75 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) On March 12, 1999, the Vornado/Crescent Partnerships sold all of the non-real estate assets of the Cold Storage Companies encompassing the operations of the cold storage business for approximately $48,000,000 to a new partnership owned 60% by Vornado Operating Company and 40% by Crescent Operating Inc. ("AmeriCold Logistics"). The new partnership leases the underlying cold storage warehouses used in this business from the Vornado/Crescent Partnerships which continue to own the real estate. The leases 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 revenues AmeriCold Logistics receives from its customers. The new partnership is required to pay for all costs arising from the operation, maintenance and repair of the properties, as well as property capital expenditures in excess of $5,000,000 annually. Fixed base rent and percentage rent was approximately $134,000,000 for the period from March 12, 1999 through December 31, 1999. The new partnership has the right to defer a portion of the rent for up to three years beginning on March 12, 1999 to the extent that available cash, as defined in the leases, is insufficient to pay such rent and pursuant thereto, rent was deferred as of December 31, 1999, of which the Company's share is $3,240,000. Disposition and Acquisition of Interest in CESCR On December 31, 1998, the Company sold approximately 1.7% of the outstanding partnership units of CESCR to Vornado Operating Company for an aggregate purchase price of approximately $12,900,000 or $34 per unit (which is the price at which CESCR issued partnership units in October 1998 in connection with a significant "roll-up" transaction). The purchase price was funded out of Vornado Operating's working capital. After giving effect to this purchase, the Company owned approximately 9.6% of CESCR as of December 31, 1998. In connection with this purchase, the Company granted to Vornado Operating an option to require the Company to repurchase all of the CESCR units at the price at which Vornado Operating purchased the CESCR units, plus a cumulative return on such amount at a rate of 10% per annum. In March 1999, Vornado Operating exercised such option and the Company reacquired the CESCR units from Vornado Operating for $13,200,000. -75-
76 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 interests acquired that individually (or in the aggregate with prior interests) exceed a 50% interest and the Company exercises unilateral control. All significant intercompany amounts have been eliminated. Equity interests in partially-owned entities include partnerships, joint ventures and preferred stock affiliates (corporations in which the Company owns all of the preferred stock and none of the common equity) and are accounted for under the equity method of accounting as the Company exercises significant influence. These investments are recorded initially at cost and subsequently adjusted for net equity in income (loss) and cash contributions and distributions. Ownership of the preferred stock entitles the Company to substantially all of the economic benefits in the preferred stock affiliates. The common stock of the preferred stock affiliates is owned by Officers and Trustees of Vornado. 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. 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. Additions to real estate include interest expense capitalized during construction of $7,012,000 and $1,410,000 for the years ended December 31, 1999 and 1998. 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 estimate 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 as securities available for sale, equity securities it intends to buy and sell on a short term basis as trading securities and its preferred stock investment in Capital Trust as securities held to maturity. Unrealized gains and losses are included in earnings for trading securities and as a component of shareholders' equity and other comprehensive income for securities available for sale. Realized gains or losses on the sale of securities are recorded based on average cost. At December 31, 1999 and 1998, marketable securities had an aggregate cost of $96,787,000 and $83,043,000 and an aggregate market value of $106,503,000 and $77,156,000 (of which $9,826,000 and $6,826,000 represent trading securities and $48,606,000 and $48,531,000 represent securities held to maturity and reported at amortized cost). Gross unrealized gains and losses were $7,977,000 and $9,658,000 at December 31, 1999, and $513,000 and $6,400,000 at December 31, 1998. Included in marketable securities available for sale at December 31, 1999 are warrants to acquire 550,941 common shares with a market value of $11,397,000. 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. Interest on impaired loans is recognized on a cash basis. -76-
77 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 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. OFFICERS COMPENSATION PAYABLE: In July 1998, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board issued EITF 97-14 "Accounting for Deferred Compensation Arrangements Where Amounts Earned are Held in a Rabbi Trust and Invested" (EITF 97-14). EITF 97-14 applies to the Company's accounting treatment of the Officers Compensation Payable as reflected in the balance sheet. The transition guidance of EITF 97-14 required the Company to record a charge to equity of $10,464,000 which represents the appreciation in the value of the stock from the date the trust was established (at which time the price of the stock was $21.75 per share) to September 30, 1998 (at which time the price of the stock was $33.13 per share). In subsequent periods, appreciation in the stock's price above $33.13 will be recognized as compensation expense and, if the price fluctuates between $33.13 and $21.75, equity would be adjusted. For the year ended December 31, 1998, approximately $340,000 was recognized as compensation expense as the share price was $33.50 on December 31, 1998. For the year ended December 31, 1999, approximately $340,000 was recognized as a reduction of compensation expense and approximately $579,000 was recorded as a reduction of stockholders' equity as the share price was $32.50 on December 31, 1999. 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, which provide for varying rents over the lease terms. 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 95% 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 shareholders an amount greater than its taxable income. Therefore, no provision for Federal income taxes is required. Dividend distributions for the years ended December 31, 1999 and 1997, were characterized for Federal income tax purposes as ordinary income. Dividend distributions for the tax year ended December 31, 1998 were characterized as ordinary income (81%), return of capital (17%) and capital gain (2%). The net basis of the Company's assets and liabilities for tax purposes is approximately $1,617,000,000 lower than the amount reported for financial statement purposes. AMOUNTS PER SHARE: Basic earnings per share is computed based on average shares outstanding. Diluted earnings per share considers the effect of options, warrants and convertible securities. All share and per share information has also been adjusted for a 2-for-1 stock split in October 1997. 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. -77-
78 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) RECENTLY ISSUED ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Because the Company does not currently utilize derivatives or engage in significant hedging activities, management does not anticipate that implementation of this statement will have a material effect on the Company's financial statements. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101). SAB 101 provides clarification in applying generally accepted accounting principles to revenue recognition in financial statements including contingent rentals under leases. The Company does not anticipate that implementation of this statement will have a material effect on the Company's financial statements. 3. ACQUISITIONS The Company completed approximately $807 million of real estate acquisitions or investments from January 1, 1999 through March 2000 and $2.4 billion in 1998. 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 respective purchase costs were allocated to acquired assets and assumed liabilities using their relative fair values as of the closing dates, based on valuations and other studies certain of which are not yet complete. Accordingly, the initial valuations are subject to change as such information is finalized. The Company believes that any such change will not be significant since the allocations were principally to real estate. The following are the details of the acquisitions or investments by segment: Office: CHARLES E. SMITH COMMERCIAL REALTY INVESTMENT ("CESCR") In October 1997, the Company acquired a 15% limited partnership interest in CESCR for $60,000,000. CESCR owns interests in and manages approximately 10.7 million square feet of office properties in Northern Virginia and Washington, D.C. and manages an additional 7.9 million square feet of office and other commercial properties in the Washington, D.C. area. In October 1998, CESCR issued partnership units in connection with a significant roll-up transaction reducing the Company's limited partnership interest to 11.3%. In December 1998, the Company sold approximately 1.7% of the outstanding partnership units of CESCR to Vornado Operating for an aggregate price of approximately $12,900,000. In connection with this purchase, the Company granted Vornado Operating an option to require the Company to repurchase the units. The option was exercised on March 4, 1999. Accordingly, the Company reacquired the CESCR units from Vornado Operating for $13,200,000. On March 4, 1999 the Company made an additional $242,000,000 investment in CESCR by contributing to CESCR the land under certain CESCR office properties in Crystal City, Arlington, Virginia and partnership interests in certain CESCR subsidiaries. The Company acquired these assets from Commonwealth Atlantic Properties, Inc, ("CAPI"), an affiliate of Lazard Freres Real Estate Investors L.L.C., immediately prior to the contribution to CESCR. Together with the Company's investment in CESCR made in 1997 and the units it reacquired from Vornado Operating Company, Vornado now owns approximately 34% of CESCR's limited partnership units. In addition, the Company acquired from CAPI for $8,000,000 the land under a Marriott Hotel located in Crystal City. -78-
79 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The purchase price was paid to CAPI by Vornado issuing $250,000,000 of 6% Convertible Preferred Units of the Company's Operating Partnership. The Preferred Units are convertible at $44 per unit and the coupon increases to 6.50% over the next three years and then fixes at 6.75% in year eight. The Company will appoint one of three members to CESCR's Board of Managers, increasing under certain circumstances to two of four members in March 2002. In connection with these transactions, the Company agreed to make a five-year $41,200,000 loan to CAPI with interest at 8%, increasing to 9% ratably over the term. The loan is secured by approximately $55,000,000 of the Company's Operating Partnership units issued to CAPI as well as certain real estate assets. WESTPORT CORPORATE OFFICE PARK In January 1998, the Company acquired the Westport Corporate Office Park from a limited partnership that included members of the Mendik Group (Messrs. Mendik and Greenbaum and certain entities controlled by them are referred to herein as the "Mendik Group"). The purchase price was approximately $14,000,000 consisting of $6,000,000 of cash and an $8,000,000 mortgage loan for the two buildings. Subsequent to year end the Company entered into an agreement to sell this property for approximately $24,000,000. ONE PENN PLAZA In February 1998, the Company acquired a long-term leasehold interest in One Penn Plaza, a Manhattan office building for approximately $410,000,000. 150 EAST 58TH STREET In March 1998, the Company acquired 150 East 58th Street (the "Architects and Design Center"), a Manhattan office building, for approximately $118,000,000. 570 LEXINGTON AVENUE - ADDITIONAL INVESTMENT In April 1998, the Company increased its interest from 5.6% to approximately 50% in 570 Lexington Avenue, an office building located in midtown Manhattan. The Company purchased the additional interest for approximately $37,200,000, including $4,900,000 of existing debt. 888 SEVENTH AVENUE AND 40 FULTON STREET In June, 1998, the Company entered into an agreement to acquire the leasehold interest in 888 Seventh Avenue, a 46 story office building located in midtown Manhattan, and simultaneously acquired 40 Fulton Street, a 29 story office building located in downtown Manhattan. The aggregate consideration for both buildings was approximately $154,500,000. On January 12, 1999, the Company completed the acquisition of 888 Seventh Avenue, a 46 story Manhattan office building, for approximately $117,000,000, of which $55,000,000 was indebtedness. 770 BROADWAY In July 1998, the Company acquired 770 Broadway, a Manhattan office building, for approximately $149,000,000, including $18,000,000 of Operating Partnership Units. -79-
80 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 689 FIFTH AVENUE In August 1998, the Company acquired 689 Fifth Avenue, a 84,000 square foot Manhattan specialty building for approximately $33,000,000 from a partnership that included Bernard H. Mendik, a former trustee of the Company. MENDIK REAL ESTATE LIMITED PARTNERSHIP PROPERTIES In November 1998, the Company completed the acquisition of certain properties from the Mendik Real Estate Limited Partnership ("Mendik RELP"). The acquired real estate assets include (i) a leasehold interest in the Saxon Woods Corporate Center located at 550/600 Mamaroneck Avenue, in Harrison, New York, (ii) the remaining 60% interest in an office building located at Two Park Avenue, in Manhattan (the Company already owned 40%) and (iii) a leasehold interest in an office building located at 330 West 34th Street, also in Manhattan. The aggregate purchase price of approximately $106,000,000, consists of $31,000,000 of cash, $29,000,000 of the Company's common shares and $46,000,000 of debt. 909 THIRD AVENUE On July 21, 1999, the Company acquired 909 Third Avenue, a 33 story Manhattan office building, for approximately $123,000,000, of which $109,000,000 was indebtedness. 595 MADISON AVENUE On September 15, 1999, the Company acquired 595 Madison Avenue (the "Fuller Building"), a 40 story Manhattan office building, for approximately $125,000,000 in cash. GREENPOINT LEASEHOLD INTEREST On December 16, 1999, the Company acquired GreenPoint Financial Corporation's 99-year leasehold interest in approximately 56,000 square feet, adjacent to One Penn Plaza, as part of its redevelopment plan for the Penn Plaza district for approximately $37,300,000. Retail: LAS CATALINAS MALL In October 1998, the Company completed the acquisition of Kmart Corporation's ("Kmart") 50% interest in the Las Catalinas Mall located in Caguas, Puerto Rico (adjacent to San Juan). In addition, the Company acquired 75% and the Company's partner in the Mall acquired 25% of Kmart's anchor store. The Company's purchase price of $38,000,000 was fully financed with 15 year debt. VORNADO-CERUZZI JOINT VENTURES On January 4, 2000 and January 25, 2000, the Company and its joint venture partner acquired fee and/or leasehold interests in six properties located in Pennsylvania, Virginia and Maryland formerly occupied by Hechinger, Inc., a home improvement retailer which was liquidated. The purchase price for the 500,000 square feet acquired was $15,000,000. The Company's share of this investment is 80% or $12,000,000. -80-
81 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Merchandise Mart Properties: THE MERCHANDISE MART PROPERTIES In April 1998, the Company acquired a real estate portfolio from the Kennedy Family for approximately $630,000,000, consisting of $187,000,000 in cash, $116,000,000 in Operating Partnership Units, $77,000,000 in existing debt and $250,000,000 of newly issued debt. The acquired real estate assets consist of a portfolio of properties used for office, retail and trade showroom space which aggregate approximately 5.4 million square feet and include the Merchandise Mart in Chicago. The transaction also included the acquisition of Merchandise Mart Properties, Inc., which manages the properties and owns and operates trade shows. MARKET SQUARE COMPLEX In December 1998, Vornado completed the acquisition of the 1.07 million square foot Market Square Complex of showrooms in High Point, North Carolina. The consideration was approximately $97,000,000 consisting of $46,000,000 in debt, $44,000,000 in Operating Partnership Units and 6.5% Preferred Operating Partnership Units convertible at $43.74 per unit and $7,000,000 of cash. The acquired real estate assets include the Market Square, Hamilton Market and Furniture Plaza showroom buildings and the High Point Holiday Inn hotel. In a second transaction, the Company acquired the 243,000 square foot National Furniture Mart, which is adjacent to the forementioned properties, in High Point. The price was approximately $17,700,000 consisting of $3,800,000 in cash and $13,900,000 in debt. Temperature Controlled Logistics Business: In June 1998, a partnership in which Vornado owns a 60% interest through a preferred stock affiliate acquired the assets of Freezer Services, Inc., consisting of nine cold storage warehouses in the central United States for approximately $133,000,000, including $107,000,000 in cash and $26,000,000 in indebtedness. The Company's share of this investment was $80,000,000. Additionally, in July 1998, the Carmar Group cold storage warehouse business was acquired for approximately $158,000,000, including $144,000,000 in cash and $14,000,000 in indebtedness. The Company's share of this investment was $95,000,000. Carmar owns and operates five cold storage distribution warehouses in the midwest and southeast United States. Other Real Estate Investments: HOTEL PENNSYLVANIA In May 1998, the Company acquired an additional 40% interest in the Hotel Pennsylvania increasing its ownership to 80%. The Company purchased the additional 40% interest from Hotel Properties Limited (one of its joint venture partners) for approximately $70,000,000, including $48,000,000 of existing debt. The Company manages the property's retail and office space, and manages the hotel with Hotel Properties Limited. On August 5, 1999, the Company increased its interest in the Hotel Pennsylvania by acquiring Planet Hollywood International, Inc.'s ("Planet Hollywood") 20% interest in the hotel for approximately $18,000,000 and assumed $24,000,000 of existing debt. In connection with the transaction, the Company terminated the licensing agreement with Planet Hollywood for an Official All-Star Hotel. The Hotel Pennsylvania is located in New York City on Seventh Avenue opposite Madison Square Garden. After the acquisitions noted above, the Company owns 100% of the commercial portion of the building (retail and office space) and 98% of the hotel portion which is owned through a preferred stock affiliate in which the Company owns all of the preferred equity and none of the common equity. -81-
82 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) NEWKIRK JOINT VENTURES In July and September 1998, the Company invested an aggregate of $56,000,000 for a 30% share in joint ventures with affiliates of Apollo Real Estate Investment Fund III, L.P., collectively Newkirk Joint Ventures ("Newkirk"). Newkirk owns various equity and debt interests relating to 120 limited partnerships which own real estate primarily net leased to credit rated tenants. The Company has issued letters of credit of $15,600,000 in connection with these joint ventures. On March 9, 1999, the Company and its joint venture partner completed an acquisition of additional equity interests in certain limited partnerships. The Company's additional investment of $52,435,000 consisted of $47,790,000 in Operating Partnership Units and $4,645,000 in cash. On October 15, 1999, the Company completed the acquisition of $15,600,000 of securitized debt of the Newkirk Joint Ventures which has an average yield of 14.28%. 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 indebtedness. The Company's share of this investment is 90%. PRO FORMA INFORMATION The unaudited pro forma information set forth below presents (i) the condensed consolidated operating results for the Company for the years ended December 31, 1999 and 1998 as if (a) the acquisitions described above and the financings attributable thereto had occurred on January 1, 1998. No condensed consolidated pro forma balance sheet data is presented as there have been no material acquisitions subsequent to December 31, 1999. CONDENSED PRO FORMA CONSOLIDATED OPERATING RESULTS (UNAUDITED) <TABLE> <CAPTION> PRO FORMA YEAR ENDED DECEMBER 31, -------------------------------------------------- 1999 1998 -------------------------------------------------- <S> <C> <C> (amounts in thousands except per share amounts) Revenues........................................ $719,600 $685,000 ======== ======== Net income...................................... $201,600 $191,700 Preferred stock dividends....................... (33,400) (21,700) -------- -------- Net income applicable to common shares.......... $168,200 $170,000 ======== ======== Net income per common share-basic............... $ 1.96 $ 1.97 ======== ======== Net income per common share-diluted............. $ 1.93 $ 1.93 ======== ======== </TABLE> -82-
83 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 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: <TABLE> <CAPTION> 100% OF THESE ENTITIES -------------------------------------------------------------------- COMPANY'S INVESTMENT TOTAL ASSETS TOTAL DEBT TOTAL EQUITY ---------------------------------------------------------------------------------------------- 1999 1998 1999 1998 1999 1998 1999 1998 ---------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> (amounts in thousands) INVESTMENTS: Temperature Controlled Logistics (60% interest)....... $ 481,808 $459,172 $1,524,385 $1,743,212 $ 630,540 $ 642,714 $ 756,808 $ 737,344 ========== ========== ========== ========= ========== ========= Alexander's (32% interest)....... 159,148 104,038 $ 366,496 $ 317,043 $ 329,161 $ 277,113 $ 12,498 $ 6,974 ========== ========== ========== ========= ========== ========= Charles E. Smith Commercial Realty L.P. (34% interest)....... 317,812 49,151 $ 951,414 $1,152,164 $(241,399) ========== ========== ========== Newkirk Joint Ventures............. 142,670 58,665 Hotel Pennsylvania....... 59,176 47,813 Partially - Owned Office Buildings..... 59,510 59,902 Management Companies, and other................ 95,263 49,099 ---------- -------- $1,315,387 $827,840 ========== ======== </TABLE> -83-
84 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Below is a summary of the debt of partially owned entities as of December 31, 1999 and 1998, none of which is guaranteed by the Company. <TABLE> <CAPTION> AMOUNT OF PARTIALLY-OWNED ENTITIES DEBT --------------------------- 1999 1998 --------------------------- <S> <C> <C> (amounts in thousands) Alexander's (32% interest): Term loan secured by all of Alexander's assets except for the Kings Plaza Regional Shopping Center, due on March 15, 2000 with interest at a blended rate of 12.95%. The portion financed by the Company ($95,000) bears interest at 14.18% (prepayable without penalty) (the loan has been extended to March 15, 2001 - see below)........................................................................... $ 115,000 $ 65,000 Kings Plaza Regional Shopping Center mortgage payable, due in 2001, with interest at LIBOR plus 1.25% (7.75% at December 31, 1999) (prepayable without penalty)........ 95,676 90,000 Rego Park mortgage payable, due in 2009, with interest at 7.25% (prepayable after June 2004 without penalty)........................................................ 82,000 75,000 Other notes and mortgages payable.................................................... 36,485 47,113 Temperature Controlled Logistics (60% interest): Mortgage notes payable collateralized by 58 temperature controlled warehouses, due in 2008, requires amortization based on a 25 year term with interest at 6.89% (prepayable after May 2000 with yield maintenance)............................................ 536,502 545,273 Other notes and mortgages payable.................................................... 94,038 97,441 Hotel Pennsylvania - Hotel (98% interest): Mortgage payable, due in 2002, requires amortization based on a 25 year term, with interest at LIBOR + 1.60% (at December 31, 1999 the interest rate is fixed at 7.00% through a swap agreement which expires on March 31, 2000) (prepayable without penalty)....................................................... 71,641* 120,000 Newkirk Joint Ventures (30% interest): Portion of first mortgages and contract rights held by 120 Limited Partnerships, collateralized by the partnerships' real estate, due from 2000 to 2040, with a weighted average interest rate of 9.40% at December 31, 1999....................... 800,060 -- Other debt........................................................................... 28,000 -- Charles E. Smith Commercial Realty L.P. (34% interest): 20 mortgages payable due from 2000 through 2025, with interest from 2.25% to 9.89% at December 31, 1999 (prepayable with yield maintenance)................. 850,806 786,413 6 mortgages payable (partially owned properties) due from 2006 through 2013, with interest from 6.51% to 10.33% at December 31, 1999 (prepayable with yield maintenance)...................................................................... 301,358 156,463 Unsecured line of credit due in October 2000, with interest at 8.25% at December 31, 1999 (prepayable without penalty)........................ -- 26,000 Partially Owned Office Buildings: 330 Madison Avenue (25% interest) mortgage note payable, due in 2008, with interest at 6.52% (prepayable with yield maintenance)....................... 60,000 60,000 Other notes and mortgages payable (50% owned by Vornado)............................. 43,968 34,425 Las Catalinas Mall (50% interest): Mortgage notes payable, due in 2013 with interest at 6.97% (prepayable after............. December 2002 with yield maintenance)............................................. 70,212 70,941 Other mortgages payable.................................................................. 13,000 -- </TABLE> - ------------------------ * The balance of the mortgage of $47,761 applicable to the commercial portion of the building is reflected in the Company's wholly-owned debt in 1999. See Note 5. -84-
85 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) INCOME STATEMENT DATA: <TABLE> <CAPTION> COMPANY'S INCOME FROM PARTIALLY OWNED ENTITIES ------------------------------- 1999 1998 1997 -------- -------- -------- <S> <C> <C> <C> (amounts in thousands) Income Applicable to Alexander's:(1).............. 32% share of equity in income (loss) (29.3% prior to October 1999).............. $1,021 $(2,272) $1,580 Interest income............ 6,406 5,395 6,293 ------- ------- ------ $ 7,427 $ 3,123 $7,873 ======= ======= ====== Temperature Controlled Logistics: 60% share of equity in net income(3).................. $31,468 $10,249 $1,000 Management Fee (40% of 1% per annum of the Total Combined Assets, as defined)................ 5,254 4,942 720 ------ ------- ----- 36,722 15,191 1,720 Charles E. Smith Commercial Realty L.P.(4)................... 18,817 4,754 85 Newkirk Joint Ventures........... 19,922 2,712 -- Hotel Pennsylvania............... 5,095 3,678 1,055 Partially-Owned Office Buildings(5)................. 1,743 3,276 424 Management Companies and other.................... 11 2,414 1,374 ------- ------- ----- $82,310 $32,025 $4,658 ======= ======= ====== <CAPTION> 100% of These Entities ---------------------------------------------------------------------- TOTAL REVENUES NET INCOME (LOSS) ------------------------------- ------------------------------------ 1999 1998 1997 1999 1998 1997 -------- --------- --------- --------- ---------- ----------- <S> <C> <C> <C> <C> <C> <C> (amounts in thousands) Income Applicable to Alexander's:(1)............ 32% share of equity in income (loss) (29.3% prior to October 1999)............ $ 64,390 $51,663 $25,364 $5,524(2) $(6,055)(2) $7,466(2) ======== ======== ======= ======= ======= ====== Interest income............ Temperature Controlled Logistics: 60% share of equity in net income(3)................ $264,266 $567,867 $78,699 $54,198 $16,988 $ 90 ======== ======== ======= ======= ======= ====== Management Fee (40% of 1% per annum of the Total Combined Assets, as defined).............. Charles E. Smith Commercial Realty L.P.(4)................. $310,038 $61,102 ======== ======= Newkirk Joint Ventures......... Hotel Pennsylvania............. Partially-Owned Office Buildings(5)............... Management Companies and other.................. </TABLE> - ------------------ (1) Fee income is included in equity in income of Management Companies. (2) 1999 is net of $4,877 resulting from the write-off of the asset arising from the straight-lining of rents; 1998 includes the write-off of the carrying value of the Lexington Avenue buildings of $15,096; and 1997 includes income from the condemnation of a portion of a property of $8,914. (3) Revenues and net income reflect lease payments from AmeriCold Logistics from March 12, 1999 through December 31, 1999 and business operations for the periods prior. (4) 15% interest from October 1997 to December 1998, 9.6% interest from January 1999 to March 1999 and 34% interest thereafter. (5) Represents the Company's interests in 330 Madison Avenue (24.8%), and 570 Lexington Avenue (50%). In 1998 and 1997 the Company had a 40% interest in Two Park Avenue which is now wholly-owned. ALEXANDER'S The investment in and loans and advances to Alexander's are comprised of: <TABLE> <CAPTION> DECEMBER 31, ------------- 1999 1998 ------ ------ <S> <C> <C> (amounts in thousands) Common stock, net of $2,796,000 and $2,196,000 of accumulated depreciation of buildings..................................... $ 59,912 $ 53,157 Loan receivable................................................... 95,000 45,000 Leasing fees and other receivables................................ 2,393 5,441 Equity in income.................................................. 1,843 222 Deferred expenses................................................. -- 218 ---------- --------- $ 159,148 $ 104,038 ========== ========= </TABLE> -85-
86 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) On October 20, 1999, the Company lent Alexander's $50,000,000 on the same terms and conditions as the Company's existing $45,000,000 loan to Alexander's, including the interest rate of 14.18%. Both loans, which were scheduled to mature in March 15, 2000, have been extended for one year to March 15, 2001. The interest rate has been reset from 14.18% to 15.72%, reflecting an increase in the underlying Treasury rate. Alexander's is currently undertaking the excavation and lying foundation for its Lexington Avenue property as part of the proposed development of a large multi-use building. The proposed building is expected to be comprised of a commercial portion, which may include retail stores, offices, hotel space, extended-stay residences, residential rentals and parking; and a residential portion, consisting of condominium units to be sold to the public. In connection therewith, Alexander's paid $14,500,000 for 140,000 square feet of air rights of which $12,200,000 was paid to the Company (Vornado's cost plus $243,000 in interest and closing costs). The air rights were contracted for and paid for in 1999, with closings to take place when the developments which give rise to the air rights are completed in 2000. The capital required for the proposed building will be in excess of $400,000,000. Because a REIT is subject to 100% excise tax on income derived from the sale of "dealer property" (i.e. condominiums), the air rights representing the residential portion of the property are being transferred to a preferred stock affiliate, a corporation in which Alexander's owns all of the preferred equity and none of the common equity. The transfer value will be adjusted once the final size of the residential portion is determined. On October 21, 1999, the Company increased its ownership in Alexander's from 29.3% to 32% by acquiring an additional 135,600 shares of Alexander's common stock for approximately $8,956,000. 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, plus (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, the Company is due $1,756,000 at December 31, 1999. 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 had it been paid on September 21, 1993, or at the time the transactions which gave rise to the commissions occurred, if later. As of December 31, 1999, Interstate Properties and its partners owned approximately 17.8% of the common shares of beneficial interest of the Company and 27.3% 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. -86-
87 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 5. DEBT Following is a summary of the Company's debt: <TABLE> <CAPTION> DECEMBER 31, ---------------------- (amounts in thousands) 1999 1998 -------- --------- <S> <C> <C> Notes and Mortgage Payable: Fixed Interest: Mortgage payable cross collateralized by an aggregate of 44 shopping centers and warehouse/industrial properties, due on December 1, 2000 with interest at 6.36% (prepayable with yield maintenance) (1)............................. $ 224,865 $ 227,000 Eleven Penn Plaza mortgage payable, due in 2007, requires amortization based on a 25 year term with interest at 8.39% (prepayable after 2003 with yield maintenance)............................................................... 53,129 53,901 866 UN Plaza mortgage payable, due in 2004, with interest at 7.79% (prepayable without penalty).......................................................... 33,000 33,000 Monteheidra Town Center mortgage pass-through certificates, due in 2007 ($51,543) and 2009 ($10,075), requires amortization based on 30 year term with interest at 8.23% (prepayable after August 1999 with yield maintenance)..... 61,618 62,181 Two Penn Plaza mortgage payable, due in 2004, requires amortization based on a 25 year term with interest at 7.08% (prepayable after March 2000 with penalty fee) (4)...................................................... 163,147 80,000 Washington Office Center mortgage payable, due in 2004, requires amortization based on a 25 year term with interest at 6.80% (prepayable with yield maintenance)................................................... 49,537 50,878 Green Acres Mall and Plaza mortgage payable, due in 2008, requires amortization based on a 30 year term with interest at 6.75% (prepayable after May 2000 with yield maintenance).................................... 156,798 158,575 Other mortgages payable................................................................. 31,542 38,688 ----------- ----------- 773,636 704,223 Variable Interest: Washington Design Center mortgage payable, due on November 27, 2000, requires amortization based on a 25 year term with interest at LIBOR plus 1.35% (6.83% at December 31, 1999) (prepayable without penalty) ...................... 23,932 24,225 Two Park Avenue mortgage payable, due on March 1, 2000, interest at LIBOR plus 1.50% (8.00% at December 31, 1999) (prepayable without penalty) (2)................... 65,000 65,000 Merchandise Mart mortgage payable, due in September 2002, interest at LIBOR plus 1.50% (7.97% at December 31, 1999) (prepayable after August 2000 with penalty fee) (6)............................................... 250,000 250,000 One Penn Plaza mortgage payable, due in 2002, interest at LIBOR plus 1.25% (7.73% at December 31, 1999) (prepayable after June 1999 without penalty) (3).......................................................................... 275,000 275,000 Hotel Pennsylvania - (commercial) mortgage payable, due in 2002, requires amortization based on a 25 year term, with interest at LIBOR + 1.60% (at December 31, 1999, the interest rate is fixed at 7.00% through a swap agreement which expires on March 31, 2000) (prepayable without penalty).......... 47,761 -- 350 North Orleans mortgage payable, due in 2002, interest at LIBOR + 1.65% (8.13% at December 31, 1999) (prepayable with yield maintenance) (5).................. 40,000 -- 909 Third Avenue mortgage payable, due in 2002, interest at LIBOR + .60% (7.08% at December 31, 1999) (prepayable with penalty fee)............................ 108,754 -- 888 Seventh Avenue mortgage payable, due in 2002, interest at LIBOR + 1.75% (6.81% at December 31, 1999) (prepayable with yield maintenance)...................... 55,000 -- Seven individual notes or mortgages payable collateralized by the Market Square Complex with maturity dates ranging from 2000 through 2013 and interest rates ranging from 7.40% to 8.83% at December 31, 1999..................................................................... 42,721 45,302 ----------- ----------- Total notes and mortgages payable..................................................... 1,681,804 1,363,750 Unsecured revolving credit facility, interest at LIBOR plus .90% (7.39% at December 31, 1999) (prepayable without penalty) ...................................... 367,000 687,250 ----------- ----------- Total Debt............................................................................ $ 2,048,804 $ 2,051,000 =========== =========== </TABLE> -87-
88 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (1) On March 1, 2000 the Company completed a $500,000,000 private placement of 10-year, 7.83% mortgage notes, cross-collateralized by 42 shopping center properties, resulting in net proceeds of approximately $490,000,000. In connection therewith, the Company repaid $228,000,000 of existing mortgage debt scheduled to mature on December 1, 2000 and $262,000,000 outstanding under its revolving credit facility. (2) On March 1, 2000, the Company completed a $90,000,000 refinancing of its Two Park Avenue office building. The Company received proceeds of $65,000,000 and repaid the then existing debt in the same amount on the property. The Company expects to receive the remaining $25,000,000 prior to June 30, 2000 upon satisfying certain closing conditions. The new 3-year debt matures on February 28, 2003 and bears interest at Libor + 1.45% (7.39% at March 1, 2000). (3) In June 1998, the Company completed a $275,000,000 refinancing of its One Penn Plaza office building and borrowed $170,000,000 pursuant thereto. In the third quarter of 1998, the Company borrowed the remaining $105,000,000. The debt matures in June 2002, is prepayable at anytime, and bears interest at LIBOR + 1.25% (7.73% at December 31, 1999). This debt replaced the $93,192,000 bridge-mortgage loan financing put in place when the property was acquired. The Company entered into an interest rate cap agreement($275,000,000 notional amount) to reduce the impact of changes in interest rates on this loan. The agreement caps the Company's interest rate in the event that LIBOR increases above 8.5% through January 20, 2000 and 9% thereafter, until the termination date of the cap agreement on July 30, 2001. The Company is exposed to credit loss in the event of nonperformance by the other parties to the interest rate cap agreement. However, the Company does not anticipate nonperformance by the counterparty. The fair value of the interest rate cap agreement at December 31, 1999 approximates its cost. (4) On February 18, 1999, the Company completed a $165,000,000 refinancing of its Two Penn Plaza office building and prepaid the then existing $80,000,000 debt on the property. (5) On July 18, 1999, the Company completed a $70,000,000 mortgage financing of its 350 North Orleans property in Chicago. The Company received proceeds of $40,000,000 and is expected to receive the remaining $30,000,000 during the next year upon meeting certain debt service coverage requirements. (6) On September 21, 1999, the Company completed a $250,000,000 mortgage refinancing of its Merchandise Mart property in Chicago of which $50,000,000 is further secured by a letter of credit. The letter of credit will be reduced over the term of the loan as cash flow increases. The Company bought an interest rate cap with a notional amount of $250,000,000 capping the interest rate in the event that LIBOR increases above 9.25% through the termination date of the agreement in September 2002. Simultaneously with this transaction, the Company sold an interest rate cap with a notional amount of $250,000,000 to a third party on the same terms as the cap the Company purchased. The net carrying value of properties collateralizing the notes and mortgages amounted to $2,501,882,000 at December 31, 1999. As at December 31, 1999, the maturities for the next five years and thereafter are as follows: <TABLE> <CAPTION> (in thousands) YEAR ENDING DECEMBER 31, AMOUNT ------------------------------------------------ -------- <S> <C> 2000........................................... $328,135 2001........................................... 21,423 2002........................................... 528,687 2003........................................... 406,272 2004........................................... 483,541 Thereafter..................................... 280,746 </TABLE> -88-
89 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 6. SHAREHOLDERS' EQUITY During the three years ended December 31, 1999, the Company sold $1,133,672,000 of Common Shares, $276,000,000 of Convertible Preferred Shares and $193,300,000 of Cumulative Redeemable Preferred Shares. The following are the details of the sales. Sale of Common Shares In October 1997, Vornado sold 14,000,000 common shares and an additional 2,100,000 common shares in November 1997 when the underwriters exercised in full their over-allotment option. The shares were sold at a price of $45.00 per share which, net of expenses, yielded approximately $688,672,000. In April 1998, the Company completed the sale of 10,000,000 common shares of beneficial interest, par value $.04 per share pursuant to an effective registration statement with net proceeds to the Company of approximately $401,000,000. On April 29, 1998, the Company sold 1,132,420 common shares to a unit investment trust, which were valued for the purpose of the trust at $41.06 per share, resulting in net proceeds of approximately $44,000,000. Sale of Convertible Preferred Shares In April 1997, Vornado completed its public offering of 5,750,000 Series A Convertible Preferred Shares of Beneficial Interest, liquidation preference $50.00 per share. The preferred shares bear a coupon of 6 1/2% and are convertible into common shares at $36.11 per share. The offering, net of expenses, generated approximately $276,000,000 which was used to fund the cash portion of the Mendik Transaction. In connection with the acquisition of Arbor in December 1997, the Company issued approximately 2,936,000 common shares and 39,400 Series A Convertible Preferred Shares of Beneficial Interest. The approximate value of the shares issued at the time of the acquisition was $102,000,000. Sale of Cumulative Redeemable Preferred Shares On March 17, 1999, the Company completed the sale of 3 million 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. The perpetual preferred shares may be called without penalty at the option of the Company commencing on March 17, 2004. On May 17, 1999, the Company completed the sale of 4 million 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. The perpetual preferred shares may be called without penalty at the option of the Company commencing on May 17, 2004. On October 20, 1997, the Company paid a 100% common share dividend to shareholders. All share and per share information has been adjusted to reflect this two-for-one share split. -89-
90 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. 921,697 shares vest on a graduated basis, becoming fully vested 27 months after grant, 3,500,000 shares (granted in connection with Mr. Fascitelli's employment agreement) vest on a graduated basis becoming fully vested 60 months after grant, and 7,050,655 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, 1999. -90-
91 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 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, 1999, 1998 and 1997: <TABLE> <CAPTION> DECEMBER 31, ------------------------------------------------- 1999 1998 1997 -------------- -------------- ---------------- (amounts in thousands, except share amounts) <S> <C> <C> <C> Net income applicable to common shares: As reported................................................... $ 169,081 $ 131,164 $ 45,474 Pro-forma..................................................... 151,836 117,938 38,416 Net income per share applicable to common shares: Basic: As reported................................................. $ 1.97 $ 1.62 $ .83 Pro-forma................................................... 1.77 1.46 .70 Diluted: As reported................................................. 1.94 1.59 .79 Pro forma................................................... 1.74 1.43 .67 </TABLE> 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, 1999, 1998 and 1997. <TABLE> <CAPTION> DECEMBER 31, -------------------------------- 1999 1998 1997 --------- ---------- --------- <S> <C> <C> <C> Expected volatility................................................................. 19% 19% 25% Expected life....................................................................... 5 years 5 years 5 years Risk-free interest rate............................................................. 6.4% 4.6% 6.4% Expected dividend yield............................................................. 5.9% 5.3% 3.4% </TABLE> A summary of the Plan's status, and changes during the years then ended, is presented below: <TABLE> <CAPTION> DECEMBER 31, 1999 DECEMBER 31, 1998 DECEMBER 31, 1997 -------------------------- ------------------------ -------------------------- WEIGHTED- WEIGHTED- WEIGHTED- AVERAGE AVERAGE AVERAGE EXERCISE EXERCISE EXERCISE SHARES PRICE SHARES PRICE SHARES PRICE ----------- ----------- ---------- ----------- ----------- ------------ <S> <C> <C> <C> <C> <C> <C> Outstanding at January 1................. 8,724,316 $ 32.35 5,529,917 $ 24.43 4,139,386 $ 22.51 Granted.................................. 3,301,550 33.53 3,436,250 44.99 1,521,500 29.99 Exercised................................ (132,119) 18.64 (41,851) 21.95 (33,969) 18.69 Cancelled................................ (421,395) 37.71 (200,000) 32.93 (97,000) 31.25 ----------- ---------- ---------- Outstanding at December 31............... 11,472,352 $ 32.65 8,724,316 $ 32.35 5,529,917 $ 24.43 =========== ========== ========== Options exercisable at December 31....... 4,546,429 2,703,407 1,327,418 ========== ========== ========== Weighted-average fair value of options granted during the year ended December 31 (per option)............. $ 4.43 $ 5.33 $ 7.87 ========== ========== ========== </TABLE> -91-
92 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The following table summarizes information about options outstanding under the Plan at December 31, 1999: <TABLE> <CAPTION> OPTIONS OUTSTANDING OPTIONS EXERCISABLE -------------------------------------------------------------- -------------------------------------- NUMBER WEIGHTED-AVERAGE NUMBER RANGE OF OUTSTANDING AT REMAINING WEIGHTED-AVERAGE EXERCISABLE AT WEIGHTED-AVERAGE EXERCISE PRICE DECEMBER 31, 1999 CONTRACTUAL LIFE EXERCISE PRICE DECEMBER 31, 1999 EXERCISE PRICE -------------- ------------------- --------------------- ------------------ ------------------ ------------------ <S> <C> <C> <C> <C> <C> $6 to $12 45,368 3.0 Years $11 45,368 $11 $17 to $19 430,579 5.1 Years 18 430,579 18 $23 3,500,000 6.9 Years 23 2,100,000 23 $26 to $27 275,250 7.1 Years 26 275,250 26 $30 680,000 7.4 Years 30 422,100 30 $31 to $36 3,318,300 9.0 Years 34 176,620 34 $37 to $40 265,510 8.4 Years 39 80,410 39 $41 to $44 117,795 8.2 Years 43 42,093 43 $45 2,574,550 8.1 Years 45 883,909 45 $48 265,000 8.1 Years 48 90,100 48 ----------- ---------- $6 to $48 11,472,352 7.8 Years $33 4,546,429 $29 =========== ========== </TABLE> Shares available for future grant under the Plan at December 31, 1999 were 8,223,227. In connection with the acquisition of Arbor in December 1997, the Company issued 60,000 options to a third party outside of the Plan parameters. These options were granted at $43.75 per share and immediately vested. No expense was incurred related to this issuance as it was accounted for as component of the acquisition price. 8. RETIREMENT PLAN In December 1997, benefits under the Plan were frozen. Prior to December 31, 1997, the Company's qualified retirement 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: <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ------------------------------------------------- 1999 1998 1997 ------------- --------------- --------------- <S> <C> <C> <C> (amounts in thousands, except percentages) Service cost--benefits earned during the period............... $ -- $ -- $ 115 Interest cost on projected benefit obligation................. 559 594 607 Actual return on assets....................................... (387) (334) (494) Net amortization and deferral................................. 53 51 347 ------- ------- ------- Net pension expense........................................... $ 225 $ 311 $ 575 ======= ======= ======= Assumptions used in determining the net Discount rate................................................. 7 3/4% 6 3/4% 7 1/4% Rate of increase in compensation levels....................... --* --* 5 1/2% Expected rate of return on assets............................. 7% 7% 7% </TABLE> * Not applicable, as benefits under the Plan were frozen in December 1997. -92-
93 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: <TABLE> <CAPTION> DECEMBER 31, -------------------------------------------------- 1999 1998 1997 -------------- -------------- -------------- <S> <C> <C> <C> (amounts in thousands) Actuarial present value of benefit obligations: Vested benefit obligation...................................... $ 7,492 $ 8,853 $ 8,245 ========= ========= ========= Accumulated benefit obligation................................. $ 7,558 $ 8,952 $ 8,337 ========= ========= ========= Projected benefit obligation................................... $ 7,558 $ 8,952 $ 8,337 Plan assets at fair value...................................... 5,284 5,551 4,901 --------- --------- --------- Projected benefit obligation in excess of plan assets.............. 2,274 3,401 3,436 Unrecognized net obligations....................................... (1,279) (2,269) (1,086) Adjustment required to recognize minimum liability................. 1,279 2,269 1,086 --------- --------- --------- Accrued pension costs.............................................. $ 2,274 $ 3,401 $ 3,436 ========= ========= ========= </TABLE> Plan assets are invested in U.S. government obligations and securities backed by U.S. government guaranteed mortgages. 9. LEASES As lessor: The Company leases space to tenants in shopping centers and office buildings 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, 1999, future base rental revenue under noncancellable 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: <TABLE> <CAPTION> (in thousands) YEAR ENDING DECEMBER 31: AMOUNT ----------------------- ------------- <S> <C> 2000................................................................ $ 572,893 2001................................................................ 545,003 2002................................................................ 514,915 2003................................................................ 474,823 2004................................................................ 440,655 Thereafter.......................................................... 2,678,987 </TABLE> These amounts do not include rentals based on tenants' sales. These percentage rents approximated $2,213,000, $2,493,000 and $1,786,000 for the years ended December 31, 1999, 1998 and 1997. None of the Company's tenants represented more than 10% of the Company's total revenues for the year ended December 31, 1999. -93-
94 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 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, 1999, are as follows: <TABLE> <CAPTION> (in thousands) YEAR ENDING DECEMBER 31: AMOUNT ------------------------ ------------- <S> <C> 2000..................................................................... $ 14,917 2001..................................................................... 14,837 2002..................................................................... 14,415 2003..................................................................... 13,688 2004..................................................................... 12,770 Thereafter............................................................... 402,652 </TABLE> Rent expense was $14,269,000, $5,937,000 and $2,001,000 for the years ended December 31, 1999, 1998 and 1997. 10. COMMITTMENTS AND CONTINGENCIES At December 31, 1999, in addition to the $367 million balance outstanding under the Company's revolving credit facility, the Company had utilized $117 million of availability under the facility for letters of credit and guarantees primarily related to pending acquisitions. 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, change 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. From time-to-time, the Company has disposed of substantial amounts of real estate to third parties for which, as to certain properties, it remains contingently liable for rent payments or mortgage indebtedness. There are various legal actions against the Company in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters will not have a material effect on the Company's financial condition, results of operations or cash flow. 11. NET GAIN FROM INSURANCE SETTLEMENT AND CONDEMNATION PROCEEDINGS In April 1997, the Company's Lodi shopping center was destroyed by a fire. In the third quarter of 1998, the Company and its insurer agreed that the estimated cost to reconstruct the shopping center is approximately $9,012,000 and the Company recorded a gain of $7,955,000 (the agreed upon amount, net of the carrying value of the shopping center of $1,057,000). The insurance carrier had previously advanced $5,550,000 to the Company. The reconstruction of the shopping center was completed in 1999. In September 1998, Atlantic City condemned the Company's vacant property. In the third quarter of 1998, the Company recorded a gain of $1,694,000, (which reflects the condemnation award of $3,100,000, net of the carrying value of the property of $1,406,000). The Company is appealing the amount of the award. -94-
95 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 12. 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. 13. OTHER RELATED PARTY TRANSACTIONS At December 31, 1999, the loan due from Mr. Roth, in accordance with his employment arrangement, was $13,122,500 ($4,705,000 of which is shown as a reduction in shareholders' equity). During 1999, the Company amended Mr. Roth's loan to, (i) reset the interest rate to 4.49% per annum (based on the applicable Federal rate) from a floating rate equal to the broker call rate and (ii) extend the maturity to January 2006 from December 2002. 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, 1999, loans due from Mr. Fascitelli, in accordance with his employment agreement, aggregated $7,600,000. The loans mature in 2003 and bear interest, payable quarterly at a weighted average interest rate of 5.16% (based on the applicable Federal rate). In addition, in accordance with his employment agreement, in December 1996 Mr. Fascitelli received a deferred payment consisting of $5,000,000 in cash and a $20,000,000 convertible obligation payable 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. Accordingly, the cash and common shares are being held in an irrevocable trust (the fair value of this obligation was $34,996,620 at December 31, 1999). Various other executive officers of the Company have loans outstanding pursuant to employment agreements of $1,146,000 at December 31, 1999. The loans bear interest at either the applicable Federal rate provided or the broker call rate (7.25% at December 31, 1999). 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, 1999, 1998 and 1997, $1,262,000, $1,365,000 and $1,184,000 of management fees were earned by the Company pursuant to the management agreement. The Mendik Group owns 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 fees charged to other real estate companies, that the terms and conditions of such contracts are fair to the Company. The Company was charged fees in connection with these contracts of $40,974,000 and $25,686,000 for the years ended December 31, 1999 and 1998 and $9,965,000 for the period from April 15, 1997 (date of acquisition of the Mendik portfolio) to December 31, 1997. The common stock of the preferred stock affiliates which own interests in the Temperature Controlled Logistics Companies, Hotel Pennsylvania and related management companies are owned by Officers and Trustees of Vornado. -95-
96 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 14. MINORITY INTEREST The minority interest represents limited partners', other than the Company, interests in the Operating Partnership and are comprised of: <TABLE> <CAPTION> Outstanding Units at Preferred ----------------------------- Per Unit or Annual Conversion December 31, December 31, Liquidation Distribution Rate Into Unit Series 1999 1998 Preference Rate Class A Units - ----------- ------------- ------------- ----------- ------------ ------------- <S> <C> <C> <C> <C> <C> Class A.............................. 6,247,829 1,887,781 -- $ 1.80 (a) Class C.............................. -- 3,534,098 -- $ 1.69 (b) 1.0 (b) Class D.............................. 1,256,908 1,332,596 -- $ 2.015 1.0 (c) 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 8.5% D-1 Cumulative Redeemable Preferred 3,500,000 3,500,000 $ 25.00 $ 2.125 (d) 8.375% D-2 Cumulative Redeemable Preferred 549,336 -- $ 50.00 $ 4.1875 (d) 8.25% D-3 Cumulative Redeemable Preferred 8,000,000 -- $ 25.00 $ 2.0625 (d) 8.25% D-4 Cumulative Redeemable Preferred 5,000,000 -- $ 25.00 $ 2.0625 (d) 8.25% D-5 Cumulative Redeemable Preferred 7,480,000 -- $ 25.00 $ 2.0625 (d) 6.0% E-1 Convertible Preferred....... 4,998,000 -- $ 50.00 $ 3.00(e) 1.1364 </TABLE> - -------------------- (a) Class A units are redeemable at the option of the holder for cash or, at the Company's option, one common share of beneficial interest in Vornado. (b) Class C units automatically converted to Class A units in the third quarter of 1999. Prior to conversion, the Class C unit holders had participated in distributions at an annual rate of $1.69, then pari passu with the Class A units. (c) Mandatory conversion of Class D units into Class A units will occur after four consecutive quarters of distributions of at least $.50375 per Class A unit ($2.015 annually). (d) Redeemable for an equivalent of the Company's preferred share. (e) Increases to $3.25 over the next three years and fixes at $3.38 in March 2007. -96-
97 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 15. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, ------------------------------------------------ 1999 1998 1997 -------------- --------------- --------------- (amounts in thousands, except per share amounts) <S> <C> <C> <C> Numerator: Net income.................................................... $ 202,519 $ 152,854 $ 61,023 Preferred stock dividends..................................... (33,438) (21,690) (15,549) ----------- ----------- ----------- Numerator for basic and diluted earnings per share-- income applicable to common shares.......................... $ 169,081 $ 131,164 $ 45,474 =========== =========== =========== Denominator: Denominator for basic earnings per share--weighted average shares...................................................... 85,666,424 80,724,132 55,097,656 Effect of dilutive securities: Employee stock options...................................... 1,621,386 1,931,818 2,119,553 ----------- ----------- ----------- Denominator for diluted earnings per share--adjusted weighted average shares and assumed conversions............ 87,287,810 82,655,950 57,217,209 =========== =========== =========== Net income per common share--basic................................ $ 1.97 $ 1.62 $ 0.83 Net income per common share--diluted.............................. $ 1.94 $ 1.59 $ 0.79 </TABLE> 16. SUMMARY OF QUARTERLY RESULTS (UNAUDITED) The following summary represents the results of operations for each quarter in 1999, 1998 and 1997: <TABLE> <CAPTION> NET INCOME NET INCOME PER APPLICABLE TO COMMON SHARE(1) COMMON ----------------------- REVENUE SHARES BASIC DILUTED ------------ ------------- --------- ------------ (amounts in thousands, except share amounts) <S> <C> <C> <C> <C> 1999 March 31.............................................. $ 163,564 $42,754(2) $.50 $.49 June 30............................................... 166,188 42,758(2) .50 .49 September 30.......................................... 183,555 44,487(2) .52 .51 December 31........................................... 183,651 39,082 .45 .45 1998 March 31.............................................. $ 90,211 $ 26,064 $.36 $.35 June 30............................................... 128,523 30,894 .38 .37 September 30.......................................... 140,672 39,659 .47 .46 December 31........................................... 150,454 34,547 .41 .40 1997 March 31.............................................. $ 29,297 $ 9,690 $.19 $.18 June 30............................................... 50,662 8,933 .17 .17 September 30.......................................... 61,868 10,385 .20 .19 December 31........................................... 67,304 16,466 .26 .25 </TABLE> - --------------------- (1) The total for the year may differ from the sum of the quarters as a result of weighting. (2) Net income for each of the first three quarters of 1999 has been restated to reflect a correction for depreciation expense of a partially-owned entity. The effect of such restatement for each of the first three quarters on net income and net income per common share is as follows: $462,000 ($.01 per share), $887,000 ($.01 per share), and $887,000 ($.01 per share), respectively. -97-
98 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) 17. SEGMENT INFORMATION The Company has four business segments: Office, Retail, Merchandise Mart Properties and Temperature Controlled Logistics. Prior to April 1997, the Company operated in one segment-retail real estate, primarily in the Northeast section of the United States. <TABLE> <CAPTION> (Amounts in thousands) December 31, 1999 ---------------------------------------------------------------------------------- Temperature Merchandise Controlled Total Office Retail Mart Logistics Other(2) ---------- ---------- --------- ----------- ---------- ---------- <S> <C> <C> <C> <C> <C> <C> Total revenues............................ $ 696,958 $ 379,795 $170,538 $135,921 $ -- $ 10,704 Total expenses............................ 405,854 227,680 74,062 74,624 -- 29,488 --------- ---------- -------- -------- ---------- ---------- Operating income.......................... 291,104 152,115 96,476 61,297 -- (18,784) Income applicable to Alexander's ......... 7,427 -- -- -- -- 7,427 Income from partially-owned entities...... 82,310 19,055 938 -- 36,722 25,595 Interest and other investment income...... 18,359 1,786 -- 737 -- 15,836 Interest and debt expense................. (141,683) (49,624) (27,635) (29,509) -- (34,915) Minority interest......................... (54,998) (25,854) (14,628) (6,819) (7,697) -- --------- ---------- -------- -------- ---------- ---------- Net income................................ 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 (4)............. 226,253 82,460 30,249 29,509 27,520 56,515 Depreciation and amortization (4)......... 143,499 64,702 16,900 17,702 31,044 13,151 Straight-lining of rents (4).............. (25,359) (16,386) (2,120) (4,740) (1,698) (415) Other..................................... 7,451 365 -- -- 2,054(3) 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 </TABLE> - ---------------------- Footnotes 1-5 are explained on page 101. -98-
99 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) <TABLE> <CAPTION> (amounts in thousands) December 31, 1998 ----------------------------------------------------------------------------------- Temperature Merchandise Controlled Total Office Retail Mart Logistics Other(2) ---------- ---------- --------- ----------- ------------ ----------- <S> <C> <C> <C> <C> <C> <C> Total revenues........................... $ 509,860 $ 247,499 $167,155 $ 86,521 $ -- $ 8,685 Total expenses........................... 295,008 151,573 70,334 50,761 -- 22,340 ---------- ---------- ------ ---------- ---------- --------- Operating income......................... 214,852 95,926 96,821 35,760 -- (13,655) Income applicable to Alexander's ........ 3,123 -- -- -- -- 3,123 Income from partially-owned entities..... 32,025 10,854 258 (1,969) 15,191 7,691 Interest and other investment income..... 24,074 4,467 2,159 639 -- 16,809 Interest and debt expense................ (114,686) (25,175) (32,249) (18,711) -- (38,551) Minority interest........................ 9,649 -- -- -- -- 9,649 Net income............................... (16,183) (7,236) (5,853) (2,070) (1,024) -- ---------- ---------- -------- ---------- ---------- --------- Minority interest........................ 152,854 78,836 61,136 13,649 14,167 (14,934) Interest and debt expense (4)............ 16,183 7,236 5,853 2,070 1,024 -- Depreciation and amortization (4)........ 164,478 40,245 32,709 18,711 26,541 46,272 Net gain from insurance settlement and condemnation proceeding.............. 104,299 39,246 15,520 9,899 33,117 6,517 Straight-lining of rents (4)............. (9,649) -- -- -- -- (9,649) Other.................................... (16,132) (6,845) (3,203) (4,882) -- (1,202) EBITDA(1)................................ 15,055 (79) -- -- 8,872(3) 6,262(5) ---------- ---------- -------- ---------- ---------- --------- $ 427,088 $ 158,639 $112,015 $ 39,447 $ 83,721 $ 33,266 ========== ========== ======== ========== ========== ========= Balance sheet data: Real estate, net..................... $3,089,075 $1,777,919 $565,723 $ 729,485 $ -- $ 15,948 Investments and advances to partially-owned entities........... 827,840 118,337 2,946 26,638 459,172 220,747 Capital expenditures: Acquisitions....................... 2,059,000 923,000 38,000 745,000 175,000 178,000 Other.............................. 80,548 51,162 5,535 10,314 12,463 1,074 </TABLE> - ------------------------ Footnotes 1-5 are explained on page 101. -99-
100 VORNADO REALTY TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) <TABLE> <CAPTION> (amounts in thousands) December 31, 1997 --------------------------------------------------------------------------------- Temperature Merchandise Controlled Total Office Retail Mart Logistics Other(2) ---------- ---------- --------- ----------- ------------ ----------- <S> <C> <C> <C> <C> <C> <C> Total revenues.......................... $ 209,131 $ 80,846 $120,299 $ -- $ -- $ 7,986 Total expenses.......................... 134,225 50,186 46,204 -- -- 37,835 ---------- -------- -------- -------- ------- --------- Operating income........................ 74,906 30,660 74,095 -- -- (29,849) Income applicable to Alexander's ....... 7,873 -- -- -- -- 7,873 Income from partially-owned entities.... 4,658 1,015 -- -- 1,720 1,923 Interest and other investment income.... 23,767 6,834 2,296 -- -- 14,637 Interest and debt expense............... (42,888) (9,009) (19,893) -- -- (13,986) Minority interest....................... -- -- -- -- -- -- Net income.............................. (7,293) (2,042) (4,303) -- -- (948) ---------- -------- -------- -------- ------- --------- Minority interest....................... 61,023 27,458 52,195 -- 1,720 (20,350) Interest and debt expense (4)........... 7,293 2,042 4,303 -- -- 948 Depreciation and amortization (4)....... 54,395 13,707 19,893 -- 5,839 14,956 Net gain from insurance settlement and condemnation proceeding............. 31,972 12,813 11,706 -- 4,182 3,271 Straight-lining of rents (4)............ -- -- -- -- -- -- Other................................... (3,932) (645) (2,558) -- -- (729) EBITDA(1)............................... (325) 1,303 970 -- 17 (2,615) ---------- -------- -------- -------- -------- --------- $ 150,426 $ 56,678 $ 86,509 $ -- $ 11,758 $ (4,519) ========== ======== ======== ======== ======== ========= Balance sheet data: Real estate, net.................... $1,390,659 $803,324 $564,214 $ -- $ -- $ 23,120 Investments and advances to partially-owned entities.......... 482,787 105,586 4,451 -- 243,846 128,904 Capital expenditures: Acquisitions...................... 1,995,000 965,000 366,000 -- 600,000 64,000 Other............................. 29,891 12,992 8,445 -- 6,102 2,352 </TABLE> - ---------------------------------- See footnotes 1-5 on the next page. -100-
101 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 real estate and the effect of straight-lining of property rentals for rent escalations. 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 (i) the operations of the Company's warehouse and industrial properties, (ii) investments in the Hotel Pennsylvania, Alexander's, and Newkirk Joint Ventures, (iii) corporate general and administrative expenses and (iv) unallocated investment income and interest and debt expense. (3) Includes (i) the reversal of income taxes (benefit for the year ended December 31, 1999) which are considered non-recurring because of the expected conversion of the Temperature Controlled Logistics Companies to REIT's and (ii) the add back of non-recurring unification costs. (4) 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. (5) Primarily represents the Company's equity in Alexander's loss for the write-off resulting from the razing of Alexander's building formerly located at its Lexington Avenue site. -101-
102 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 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, 1999, and such information is incorporated herein by reference. Information relating to Executive Officers of the Registrant appears at page 46 of this Annual Report on Form 10-K. 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", 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", 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", and such information is incorporated herein by reference. -102-
103 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. 2. Financial Statement Schedules. 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. <TABLE> <CAPTION> PAGES IN THIS ANNUAL REPORT ON FORM 10-K --------------- <S> <C> Independent Auditors' Report II--Valuation and Qualifying Accounts--years ended December 31, 1999, 1998 and 1997................................................................ 105 III--Real Estate and Accumulated Depreciation as of December 31, 1999........... 106 </TABLE> 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. 3. The following exhibits listed on the Exhibit Index are filed with this Annual Report on Form 10-K. EXHIBIT NO. - ----------- <TABLE> <S> <C> 3.12 Amended and Restated Bylaws of Vornado, dated March 2, 2000. 10.47 Consolidated and Restated Mortgage, Security Agreement, Assignment of Leases and Rent and Fixture Filing, dated as of March 1, 2000, between Entities named therein (as Mortgagors) and Vornado (as Mortgagee). 10.48 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. 10.49 Employment Agreement, dated January 22, 2000, between Vornado Realty Trust and Melvyn Blum. 10.50 First Amended and Restated Promissory Note of Steven Roth, dated November 16, 1999. 10.51 Letter agreement, dated November 16, 1999, between Steven Roth and Vornado Realty Trust. 12.1 Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Share Dividend Requirements. 21.1 Subsidiaries of the Registrant. 23.1 Consent of Independent Auditors to Incorporation by Reference. 27.1 Financial Data Schedule. </TABLE> (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. <TABLE> <CAPTION> PERIOD COVERED: (DATE OF EARLIEST EVENT REPORTED) ITEMS REPORTED DATE FILED - ----------------- -------------- ---------- <S> <C> <C> October 19, 1999 Additional $50 million loan to Alexander's, Inc. October 22, 1999 September 3, 1999 Issuance of Series D-3 Preferred Units and Series D-4 October 25, 1999 Preferred Units of Vornado Realty L.P. November 24, 1999 Issuance of Series D-5 Preferred Units of Vornado Realty L.P. December 23, 1999 </TABLE> -103-
104 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/ Irwin Goldberg ---------------------------------------------- Irwin Goldberg, Vice President, Chief Financial Officer Date: March 7, 2000 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: <TABLE> <CAPTION> SIGNATURE TITLE DATE --------- ----- ---- <S> <C> <C> Chairman of the Board of By: /s/ Steven Roth Trustees (Principal Executive ------------------------------------------------------ Officer) March 7, 2000 (Steven Roth) By: /s/ Michael D. Fascitelli ------------------------------------------------------ (Michael D. Fascitelli) President and Trustee March 7, 2000 By: /s/ Irwin Goldberg Vice President-- ------------------------------------------------------ Chief Financial Officer March 7, 2000 (Irwin Goldberg) By: /s/ David Mandelbaum Trustee March 7, 2000 ------------------------------------------------------ (David Mandelbaum) By: /s/ Stanley Simon Trustee March 7, 2000 ------------------------------------------------------ (Stanley Simon) By: /s/ Ronald G. Targan Trustee March 7, 2000 ------------------------------------------------------ (Ronald G. Targan) By: /s/ Richard R. West Trustee March 7, 2000 ------------------------------------------------------ (Richard R. West) By: /s/ Russell B. Wight, Jr. Trustee March 7, 2000 ------------------------------------------------------ (Russell B. Wight, Jr.) </TABLE> -104-
105 VORNADO REALTY TRUST AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS <TABLE> <CAPTION> COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - ------------------------------------------ ------------ --------------- --------------------------------- -------- BALANCE ADDITIONS DEDUCTIONS BALANCE AT BEGINNING CHARGED AGAINST --------------------------------- AT END DESCRIPTION OF YEAR OPERATIONS DESCRIPTION AMOUNT OF YEAR - ----------- ------------ --------------- ----------------------- --------- -------- (AMOUNTS IN THOUSANDS) <S> <C> <C> <C> <C> <C> YEAR ENDED DECEMBER 31, 1999: Deducted from accounts receivable Uncollectible accounts allowance for doubtful accounts..... $ 3,044 $5,131 written-off $883 $ 7,292 ======= ====== ==== ======= YEAR ENDED DECEMBER 31, 1998: Deducted from accounts receivable, Uncollectible accounts allowance for doubtful accounts..... $ 658 $2,547 written-off $161 $ 3,044 ======= ====== ==== ======= YEAR ENDED DECEMBER 31, 1997: Deducted from accounts receivable, Uncollectible accounts allowance for doubtful accounts..... $ 575 $ 305 written-off $222 $ 658 ======= ====== ==== ======= </TABLE> -105-
106 VORNADO REALTY TRUST AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999 (AMOUNTS IN THOUSANDS) <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------------------------------------------ COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - ------------------------------------------------------------------------------------------------------------------------------------ GROSS AMOUNT AT WHICH INITIAL COST TO COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD ---------------------------- CAPITALIZED ------------------------------- ACCUMULATED SUBSEQUENT BUILDINGS DEPRECIATION BUILDINGS AND TO AND AND DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2) AMORTIZATION ----------- ------------ ---- ------------ ----------- ---- ------------ -------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> OFFICE BUILDINGS NEW YORK MANHATTAN One Penn Plaza $ 275,000 $ -- $ 412,169 $ 47,008 $ -- $ 459,177 $ 459,177 $ 20,806 Two Penn Plaza 163,146 53,615 164,903 39,727 53,615 204,630 258,245 14,791 909 Third Avenue 108,754 -- 120,723 3,643 -- 124,366 124,366 1,407 770 Broadway -- 52,898 95,686 31,744 52,898 127,430 180,328 3,685 Eleven Penn Plaza 53,129 40,333 85,259 6,835 40,333 92,094 132,427 6,492 Two Park Avenue 65,000 43,609 69,715 414 43,609 70,129 113,738 5,671 90 Park Avenue -- 8,000 175,890 10,407 8,000 186,297 194,297 10,934 888 Seventh Avenue 55,000 -- 117,269 3,479 -- 120,748 120,748 3,038 330 West 34th Street -- -- 8,599 115 -- 8,714 8,714 248 1740 Broadway -- 26,971 102,890 6,293 26,971 109,183 136,154 7,761 150 East 58th Street -- 39,303 80,216 3,234 39,303 83,450 122,753 3,746 866 United Nations Plaza 33,000 32,196 37,534 4,261 32,196 41,795 73,991 3,063 595 Madison (Fuller -- 62,731 62,888 4 62,731 62,892 125,623 475 Building) 640 Fifth Avenue -- 38,224 25,992 27,113 38,224 53,105 91,329 1,369 40 Fulton Street -- 15,732 26,388 1,816 15,732 28,204 43,936 1,301 689 Fifth Avenue -- 19,721 13,446 68 19,721 13,514 33,235 474 20 Broad Street -- -- 28,760 1,010 -- 29,770 29,770 1,058 WESTCHESTER 550/600 Mamaroneck Avenue -- -- 21,770 687 -- 22,457 22,457 663 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total New York 753,029 433,333 1,650,097 187,858 433,333 1,837,955 2,271,288 86,982 --------- --------- ----------- --------- --------- ----------- ----------- -------- CONNECTICUT Westport 8,000 4,544 9,753 730 4,544 10,483 15,027 497 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total Connecticut 8,000 4,544 9,753 730 4,544 10,483 15,027 497 --------- --------- ----------- --------- --------- ----------- ----------- -------- NEW JERSEY Paramus -- -- 8,345 4,303 -- 12,648 12,648 3,223 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total New Jersey -- -- 8,345 4,303 -- 12,648 12,648 3,223 --------- --------- ----------- --------- --------- ----------- ----------- -------- TOTAL OFFICE BUILDINGS 761,029 437,877 1,668,195 192,891 437,877 1,861,086 2,298,963 90,702 --------- --------- ----------- --------- --------- ----------- ----------- -------- SHOPPING CENTERS NEW JERSEY Bordentown 3,276 * 498 3,176 1,105 713 4,066 4,779 3,775 Bricktown 9,919 * 929 2,175 9,180 929 11,355 12,284 5,033 Cherry Hill 9,706 * 915 3,926 3,300 915 7,226 8,141 5,385 </TABLE> - ----------------------------------------------------------------------- COLUMN A COLUMN G COLUMN H COLUMN I - ----------------------------------------------------------------------- LIFE ON WHICH DEPRECIATION IN LATEST INCOME DATE OF DATE STATEMENT DESCRIPTION CONSTRUCTION(3) ACQUIRED IS COMPUTED ----------- --------------- -------- ----------- OFFICE BUILDINGS NEW YORK MANHATTAN One Penn Plaza 1972 1998 39 Years Two Penn Plaza 1968 1997 39 Years 909 Third Avenue 1969 1999 39 Years 770 Broadway 1907 1998 39 Years Eleven Penn Plaza 1923 1997 39 Years Two Park Avenue 1928 1998 39 Years 90 Park Avenue 1964 1997 39 Years 888 Seventh Avenue 1980 1999 39 Years 330 West 34th Street 1925 1998 39 Years 1740 Broadway 1950 1997 39 Years 150 East 58th Street 1969 1998 39 Years 866 United Nations Plaza 1966 1997 39 Years 595 Madison (Fuller 1968 1999 39 Years Building) 640 Fifth Avenue 1950 1997 39 Years 40 Fulton Street 1987 1998 39 Years 689 Fifth Avenue 1925 1998 39 Years 20 Broad Street 1956 1998 39 Years WESTCHESTER 550/600 Mamaroneck Avenue 1971/1969 1998 39 Years Total New York CONNECTICUT Westport 1980 1998 39 Years Total Connecticut NEW JERSEY Paramus 1967 1987 26 - 40 Years Total New Jersey TOTAL OFFICE BUILDINGS SHOPPING CENTERS NEW JERSEY Bordentown 1958 1958 7 - 40 Years Bricktown 1968 1968 22 - 40 Years Cherry Hill 1964 1964 12 - 40 Years -106-
107 VORNADO REALTY TRUST AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999 (AMOUNTS IN THOUSANDS) <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------------------------------------------ COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - ------------------------------------------------------------------------------------------------------------------------------------ GROSS AMOUNT AT WHICH INITIAL COST TO COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD ---------------------------- CAPITALIZED ------------------------------- ACCUMULATED SUBSEQUENT BUILDINGS DEPRECIATION BUILDINGS AND TO AND AND DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2) AMORTIZATION ----------- ------------ ---- ------------ ----------- ---- ------------ -------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> Delran 2,848 * 756 3,184 2,213 756 5,397 6,153 3,064 Dover 3,635 * 224 2,330 2,497 204 4,847 5,051 3,012 East Brunswick 8,205 * 319 3,236 6,569 319 9,805 10,124 5,602 East Hanover I 11,066 * 376 3,063 3,585 477 6,547 7,024 4,714 East Hanover II -- 1,756 8,706 -- 1,756 8,706 10,462 272 Hackensack -- 536 3,293 7,264 536 10,557 11,093 4,963 Jersey City 10,381 * 652 2,962 1,797 652 4,759 5,411 3,767 Kearny (4) -- 279 4,429 (1,208) 290 3,210 3,500 1,181 Lawnside 5,708 * 851 2,222 1,390 851 3,612 4,463 2,245 Lodi 2,420 * 245 9,339 -- 245 9,339 9,584 58 Manalapan 6,397 * 725 2,447 4,935 725 7,382 8,107 4,019 Marlton 5,398 * 1,514 4,671 552 1,611 5,126 6,737 3,816 Middletown 7,761 * 283 1,508 3,942 283 5,450 5,733 2,881 Morris Plains 6,600 * 1,254 3,140 3,312 1,104 6,602 7,706 4,842 North Bergen (4) -- 510 3,390 (955) 2,309 636 2,945 121 North Plainfield 2,824 500 13,340 354 500 13,694 14,194 4,845 Totowa 15,646 * 1,097 5,359 10,941 1,163 16,234 17,397 6,122 Turnersville 2,116 * 900 2,132 597 900 2,729 3,629 1,705 Union 15,975 * 1,014 4,527 2,802 1,014 7,329 8,343 5,218 Vineland 2,358 * 290 1,594 1,253 290 2,847 3,137 1,880 Watchung (4) -- 451 2,347 6,855 4,178 5,475 9,653 927 Woodbridge 8,792 * 190 3,047 709 220 3,726 3,946 2,996 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total New Jersey 141,031 17,064 99,543 72,989 22,940 166,656 189,596 82,443 --------- --------- ----------- --------- --------- ----------- ----------- -------- NEW YORK 14th Street and Union Square, Manhattan -- 12,566 4,044 15,023 24,079 7,554 31,633 994 Albany (Menands) -- 460 1,677 2,703 460 4,380 4,840 2,099 Buffalo (Amherst) 4,863 * 402 2,019 2,175 636 3,960 4,596 2,672 Freeport 8,021 * 1,231 3,273 2,848 1,231 6,121 7,352 2,966 New Hyde Park 2,043 * -- -- 126 -- 126 126 123 North Syracuse -- -- -- 23 -- 23 23 23 Rochester (Henrietta) 2,203 * -- 2,124 1,151 -- 3,275 3,275 2,151 Rochester 2,832 * 443 2,870 594 443 3,464 3,907 2,522 Valley Stream (Green Acres) 163,785 140,069 99,586 1,286 140,069 100,872 240,941 5,228 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total New York 183,747 155,171 115,593 25,929 166,918 129,775 296,693 18,778 --------- --------- ----------- --------- --------- ----------- ----------- -------- </TABLE> - ----------------------------------------------------------------------- COLUMN A COLUMN G COLUMN H COLUMN I - ----------------------------------------------------------------------- LIFE ON WHICH DEPRECIATION IN LATEST INCOME DATE OF DATE STATEMENT DESCRIPTION CONSTRUCTION(3) ACQUIRED IS COMPUTED ----------- --------------- -------- ----------- Delran 1972 1972 16 - 40 Years Dover 1964 1964 16 - 40 Years East Brunswick 1957 1957 8 - 33 Years East Hanover I 1962 1962 9 - 40 Years East Hanover II 1979 1998 40 Years Hackensack 1963 1963 15 - 40 Years Jersey City 1965 1965 11 - 40 Years Kearny (4) 1938 1959 23 - 29 Years Lawnside 1969 1969 17 - 40 Years Lodi 1999 1975 40 Years Manalapan 1971 1971 14 - 40 Years Marlton 1973 1973 16 - 40 Years Middletown 1963 1963 19 - 40 Years Morris Plains 1961 1985 7 - 19 Years North Bergen (4) 1993 1959 30 Years North Plainfield 1955 1989 21 - 30 Years Totowa 1957/1999 1957 19 - 40 Years Turnersville 1974 1974 23 - 40 Years Union 1962 1962 6 - 40 Years Vineland 1966 1966 18 - 40 Years Watchung (4) 1994 1959 27 - 30 Years Woodbridge 1959 1959 11 - 40 Years Total New Jersey NEW YORK 14th Street and Union Square, Manhattan 1965 1993 36 - 39 Years Albany (Menands) 1965 1965 22 - 40 Years Buffalo (Amherst) 1968 1968 13 - 40 Years Freeport 1981 1981 15 - 40 Years New Hyde Park 1970 1976 6 - 10 Years North Syracuse 1967 1976 11 - 12 Years Rochester (Henrietta) 1971 1971 15 - 40 Years Rochester 1966 1966 10 - 40 Years Valley Stream (Green Acres) 1956 1997 39 - 40 Years Total New York -107-
108 VORNADO REALTY TRUST AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999 (AMOUNTS IN THOUSANDS) <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------------------------------------------ COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - ------------------------------------------------------------------------------------------------------------------------------------ GROSS AMOUNT AT WHICH INITIAL COST TO COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD ---------------------------- CAPITALIZED ------------------------------- ACCUMULATED SUBSEQUENT BUILDINGS DEPRECIATION BUILDINGS AND TO AND AND DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2) AMORTIZATION ----------- ------------ ---- ------------ ----------- ---- ------------ -------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> PENNSYLVANIA Allentown 7,696 * 70 3,446 10,226 334 13,408 13,742 5,422 Bensalem (4) 3,967 * 1,198 3,717 1,453 2,727 3,641 6,368 1,265 Bethlehem -- 278 1,806 3,904 278 5,710 5,988 3,592 Broomall 3,260 * 734 1,675 1,538 850 3,097 3,947 2,100 Glenolden 4,245 * 850 1,295 736 850 2,031 2,881 1,111 Lancaster 2,312 * 606 2,312 2,642 606 4,954 5,560 3,222 Levittown 2,283 * 193 1,231 88 193 1,319 1,512 1,172 10th and Market Streets, Philadelphia -- 933 3,230 5,670 933 8,900 9,833 1,175 Upper Moreland 3,517 * 683 2,497 564 683 3,061 3,744 1,994 York 1,463 * 421 1,700 1,204 409 2,916 3,325 1,797 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total Pennsylvania 28,743 5,966 22,909 28,025 7,863 49,037 56,900 22,850 --------- --------- ----------- --------- --------- ----------- ----------- -------- MARYLAND Baltimore (Belair Rd.) -- 785 1,333 3,419 785 4,752 5,537 3,096 Baltimore (Towson) 5,779 * 581 2,756 690 581 3,446 4,027 2,251 Baltimore (Dundalk) 4,084 * 667 1,710 3,190 667 4,900 5,567 2,940 Glen Burnie 2,299 * 462 1,741 1,486 462 3,227 3,689 1,863 Hagerstown -- 168 1,453 867 168 2,320 2,488 1,459 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total Maryland 12,162 2,663 8,993 9,652 2,663 18,645 21,308 11,609 --------- --------- ----------- --------- --------- ----------- ----------- -------- CONNECTICUT Newington 3,042 * 502 1,581 760 502 2,341 2,843 1,620 Waterbury 3,889 * -- 2,103 1,441 667 2,877 3,544 1,882 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total Connecticut 6,931 502 3,684 2,201 1,169 5,218 6,387 3,502 --------- --------- ----------- --------- --------- ----------- ----------- -------- MASSACHUSETTS Chicopee 1,999 * 510 2,031 358 510 2,389 2,899 1,848 Springfield (4) -- 505 1,657 817 2,586 393 2,979 86 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total Massachusetts 1,999 1,015 3,688 1,175 3,096 2,782 5,878 1,934 --------- --------- ----------- --------- --------- ----------- ----------- -------- TEXAS Dallas Lewisville (5) 764 * 2,433 2,271 676 2,469 2,911 5,380 934 Mesquite (5) 3,445 * 3,414 4,704 1,331 3,395 6,054 9,449 1,870 Skillman (5) 1,987 * 3,714 6,891 1,161 3,714 8,052 11,766 2,455 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total Texas 6,196 9,561 13,866 3,168 9,578 17,017 26,595 5,259 --------- --------- ----------- --------- --------- ----------- ----------- -------- </TABLE> - ----------------------------------------------------------------------- COLUMN A COLUMN G COLUMN H COLUMN I - ----------------------------------------------------------------------- LIFE ON WHICH DEPRECIATION IN LATEST INCOME DATE OF DATE STATEMENT DESCRIPTION CONSTRUCTION(3) ACQUIRED IS COMPUTED ----------- --------------- -------- ----------- PENNSYLVANIA Allentown 1957 1957 20 - 42 Years Bensalem (4) 1972/1999 1972 40 Years Bethlehem 1966 1966 9 - 40 Years Broomall 1966 1966 9 - 40 Years Glenolden 1975 1975 18 - 40 Years Lancaster 1966 1966 12 - 40 Years Levittown 1964 1964 7 - 40 Years 10th and Market Streets, Philadelphia 1977 1994 27 - 30 Years Upper Moreland 1974 1974 15 - 40 Years York 1970 1970 15 - 40 Years Total Pennsylvania MARYLAND Baltimore (Belair Rd.) 1962 1962 10 - 33 Years Baltimore (Towson) 1968 1968 13 - 40 Years Baltimore (Dundalk) 1966 1966 12 - 40 Years Glen Burnie 1958 1958 16 - 33 Years Hagerstown 1966 1966 9 - 40 Years Total Maryland CONNECTICUT Newington 1965 1965 9 - 40 Years Waterbury 1969 1969 21 - 40 Years Total Connecticut MASSACHUSETTS Chicopee 1969 1969 13 - 40 Years Springfield (4) 1993 1966 28 - 30 Years Total Massachusetts TEXAS Dallas Lewisville (5) 1989 1990 25 - 30 Years Mesquite (5) 1988 1990 24 - 30 Years Skillman (5) 1988 1990 26 - 30 Years Total Texas -108-
109 VORNADO REALTY TRUST AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999 (AMOUNTS IN THOUSANDS) <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------------------------------------------ COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - ------------------------------------------------------------------------------------------------------------------------------------ GROSS AMOUNT AT WHICH INITIAL COST TO COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD ---------------------------- CAPITALIZED ------------------------------- ACCUMULATED SUBSEQUENT BUILDINGS DEPRECIATION BUILDINGS AND TO AND AND DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2) AMORTIZATION ----------- ------------ ---- ------------ ----------- ---- ------------ -------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> PUERTO RICO (SAN JUAN) Montehiedra 61,618 9,182 66,701 231 9,182 66,932 76,114 4,569 --------- --------- ----------- --------- --------- ----------- ----------- -------- TOTAL SHOPPING CENTERS 442,427 201,124 334,977 143,370 223,409 456,062 679,471 150,944 --------- --------- ----------- --------- --------- ----------- ----------- -------- MERCHANDISE MART PROPERTIES ILLINOIS Merchandise Mart, Chicago 250,000 64,528 319,146 12,472 64,528 331,618 396,146 14,839 Apparel Center, Chicago 40,000 14,238 67,008 19,417 14,238 86,425 100,663 3,989 WASHINGTON D.C. Washington Office Center 49,537 10,719 69,658 154 10,719 69,812 80,531 3,100 Washington Design Center 23,932 12,274 40,662 3,150 12,274 43,812 56,086 2,066 Other -- 9,174 6,273 61 9,174 6,334 15,508 276 NORTH CAROLINA Market Square Complex, High Point 42,758 11,969 85,478 15,882 11,969 101,360 113,329 2,285 National Furniture Mart, High Point 13,695 1,069 16,761 52 1,069 16,813 17,882 454 --------- --------- ----------- --------- --------- ----------- ----------- -------- TOTAL MERCHANDISE MART 419,922 123,971 604,986 51,188 123,971 656,174 780,145 27,009 --------- --------- ----------- --------- --------- ----------- ----------- -------- WAREHOUSE/INDUSTRIAL NEW JERSEY East Brunswick -- -- 4,772 2,867 -- 7,639 7,639 4,367 East Hanover 8,210 * 576 7,752 7,226 691 14,863 15,554 10,204 Edison 2,455 * 705 2,839 1,350 705 4,189 4,894 2,324 Garfield -- 96 8,068 4,872 96 12,940 13,036 9,546 --------- --------- ----------- --------- --------- ----------- ----------- -------- TOTAL WAREHOUSE/INDUSTRIAL 10,665 1,377 23,431 16,315 1,492 39,631 41,123 26,441 --------- --------- ----------- --------- --------- ----------- ----------- -------- OTHER PROPERTIES NEW JERSEY Montclair -- 66 470 330 66 800 866 539 Rahway -- -- 25 -- 25 25 25 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total New Jersey -- 66 470 355 66 825 891 564 --------- --------- ----------- --------- --------- ----------- ----------- -------- </TABLE> - ----------------------------------------------------------------------- COLUMN A COLUMN G COLUMN H COLUMN I - ----------------------------------------------------------------------- LIFE ON WHICH DEPRECIATION IN LATEST INCOME DATE OF DATE STATEMENT DESCRIPTION CONSTRUCTION(3) ACQUIRED IS COMPUTED ----------- --------------- -------- ----------- PUERTO RICO (SAN JUAN) Montehiedra 1996 1997 40 Years TOTAL SHOPPING CENTERS MERCHANDISE MART PROPERTIES ILLINOIS Merchandise Mart, Chicago 1930 1998 40 Years Apparel Center, Chicago 1977 1998 40 Years WASHINGTON D.C. Washington Office Center 1990 1998 40 Years Washington Design Center 1919 1998 40 Years Other 1998 40 Years NORTH CAROLINA Market Square Complex, High Point 1902-1989 1998 40 Years National Furniture Mart, High Point 1964 1998 40 Years TOTAL MERCHANDISE MART WAREHOUSE/INDUSTRIAL NEW JERSEY East Brunswick 1972 1972 18 - 40 Years East Hanover 1963-1967 1963 7 - 40 Years Edison 1954 1982 12 - 25 Years Garfield 1942 1959 11 - 33 Years TOTAL WAREHOUSE/INDUSTRIAL OTHER PROPERTIES NEW JERSEY Montclair 1972 1972 4 -15 Years Rahway 1972 1972 14 Years Total New Jersey -109-
110 VORNADO REALTY TRUST AND SUBSIDIARIES SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1999 (AMOUNTS IN THOUSANDS) <TABLE> <CAPTION> - ------------------------------------------------------------------------------------------------------------------------------------ COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F - ------------------------------------------------------------------------------------------------------------------------------------ GROSS AMOUNT AT WHICH INITIAL COST TO COMPANY(1) COSTS CARRIED AT CLOSE OF PERIOD ---------------------------- CAPITALIZED ------------------------------- ACCUMULATED SUBSEQUENT BUILDINGS DEPRECIATION BUILDINGS AND TO AND AND DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS ACQUISITION LAND IMPROVEMENTS TOTAL(2) AMORTIZATION ----------- ------------ ---- ------------ ----------- ---- ------------ -------- ------------ <S> <C> <C> <C> <C> <C> <C> <C> <C> NEW YORK Hotel Pennsylvania (Commercial) 47,761 12,542 51,047 -- 12,542 51,047 63,589 2,889 1135 Third Avenue -- 7,844 7,844 -- 7,844 7,844 15,688 392 Riese -- 19,276 7,348 21 19,276 7,369 26,645 472 --------- --------- ----------- --------- --------- ----------- ----------- -------- Total New York 47,761 39,662 66,239 21 39,662 66,260 105,922 3,753 --------- --------- ----------- --------- --------- ----------- ----------- -------- TOTAL OTHER PROPERTIES 47,761 39,728 66,709 376 39,728 67,085 106,813 4,317 --------- --------- ----------- --------- --------- ----------- ----------- -------- LEASEHOLD IMPROVEMENTS AND EQUIPMENT 14,992 14,992 14,992 9,129 --------- ----------- ----------- -------- TOTAL -- DECEMBER 31, 1999 $ 1,681,804 $ 804,077 $ 2,698,298 $ 419,132 $ 826,477 $ 3,095,030 $ 3,921,507 $ 308,542 =========== ========= =========== ========= ========= =========== =========== ========= </TABLE> - ----------------------------------------------------------------------- COLUMN A COLUMN G COLUMN H COLUMN I - ----------------------------------------------------------------------- LIFE ON WHICH DEPRECIATION IN LATEST INCOME DATE OF DATE STATEMENT DESCRIPTION CONSTRUCTION(3) ACQUIRED IS COMPUTED ----------- --------------- -------- ----------- NEW YORK Hotel Pennsylvania 1919 1997 40 Years (Commercial) 1997 40 Years 1135 Third Avenue 1911-1987 1997 39 Years Riese Total New York TOTAL OTHER PROPERTIES LEASEHOLD IMPROVEMENTS 3 - 20 Years AND EQUIPMENT TOTAL -- DECEMBER 31, 1999 * These encumbrances are cross collateralized under a blanket mortgage in the amount of $224,865 at December 31, 1999 which was repaid as part of a $500,000 financing completed on March 1, 2000. 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 $1,617,000 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. 5) Properties were sold subsequent to December 31, 1999. -110-
111 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: <TABLE> <CAPTION> YEAR ENDED DECEMBER 31, --------------------------------------------- 1999 1998 1997 ---------- ---------- -------- <S> <C> <C> <C> Real Estate Balance at beginning of period............. $ 3,315,891 $ 1,564,093 $ 397,298 Additions during the period: Land..................................... 83,153 308,261 374,996 Buildings & improvements................. 522,463 1,464,595 792,397 ------------ ------------ ----------- 3,921,507 3,336,949 1,564,691 Less: Cost of assets written-off........... -- 21,058 598 ------------ ------------ ----------- Balance at end of period................... $ 3,921,507 $ 3,315,891 $ 1,564,093 ============ ============ =========== ACCUMULATED DEPRECIATION Balance at beginning of period $ 226,816 $ 173,434 $ 151,049 Additions charged to operating expenses.... 81,726 59,227 22,983 ------------ ------------ ----------- 308,542 232,661 174,032 Less: Accumulated depreciation on assets written-off.............................. -- 5,845 598 ------------ ------------ ----------- Balance at end of period................... $ 308,542 $ 226,816 $ 173,434 ============ ============ =========== </TABLE> -111-
112 EXHIBIT INDEX EXHIBIT NO. - ------- 3.1 -- Amended and Restated Declaration of Trust of Vornado, amended April 3, 1997--Incorporated by reference to Exhibit 3.1 of Vornado's Registration Statement on Form S-8 (File No. 333-29011), filed on June 12, 1997.......................... * 3.2 -- 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..................... * 3.3 -- 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...................... * 3.4 -- Articles Supplementary Classifying Vornado's Series D-1 8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, no par value (the "Series D-1 Preferred Shares") - Incorporated by reference to Exhibit 3.1 of Vornado's Current Report on Form 8-K, dated November 12, 1998 (File No. 001-11954), filed on November 30, 1998............................................ * 3.5 -- Articles Supplementary Classifying Additional Series D-1 Preferred Shares - 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.............. * 3.6 -- 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......................................................... * 3.7 -- Articles Supplementary Classifying Vornado's Series C Preferred Shares - 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............................ * 3.8 -- Articles Supplementary Classifying Vornado Realty Trust's Series D-2 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........................ * 3.9 -- Articles Supplementary Classifying Vornado's Series D-3 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............... * 3.10 -- Articles Supplementary Classifying Vornado's Series D-4 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............... * - --------------------- * Incorporated by reference -112-
113 EXHIBIT NO. - ------- 3.11 -- Articles Supplementary Classifying Vornado's Series D-5 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...................................................... * 3.12 -- Amended and Restated Bylaws of Vornado, as amended on March 2, 2000 3.13 -- Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of October 20, 1997 - 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")........................... * 3.14 -- Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of December 16, 1997--Incorporated by reference to Exhibit 3.5 of the 1997 10-K.* 3.15 -- Second Amendment to Second Amendment and Restated Agreement of Limited Partnership of the Operating Partnership of the Operating Partnership, 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..... * 3.16 -- Third Amendment to Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, 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............... * 3.17 -- Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, 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................ * 3.18 -- Exhibit A, dated as of December 22, 1998, to Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership - 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................ * 3.19 -- Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, 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........................ * 3.20 -- Exhibit A to Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, 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............................ * 3.21 -- Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., 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 -113-
114 EXHIBIT NO. - ------- 3.22 -- Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., 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................................ * 3.23 -- Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 20, 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................................ * 3.24 -- Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 20, 1999 - Incorporated by reference to Exhibit 3.3 of Vornado's Current Report on Form 8-K, dated September 3, 1999 (File No. 001-11954), filed on October 25, 1999............................ * 3.25 -- Tenth Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of May 20, 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............................ * 3.26 -- Eleventh Amendment to Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., 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................. * 4.1 -- Instruments defining the rights of security holders (see Exhibits 3.1 through 3.15 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............................................................. * 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 - 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 - 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..................................................... * 10.1 -- 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........................................... * - --------------------- * Incorporated by reference -114-
115 EXHIBIT NO. - ------- 10.2 -- 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.......................................................* 10.3** -- 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................................* 10.4** -- 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..............................................................* 10.5** -- 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......................* 10.6** -- 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 May 2, 1987 (File No. 001-11954), filed June 9, 1987................................* 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 October 26, 1985 (File No. 001-11954), filed December 9, 1985......................* 10.8** -- 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.................................................* 10.9** -- 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.................................................* 10.10** -- 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....................................................* 10.11** -- 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..............................................................* 10.12 -- 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..............................................................* 10.13 -- 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............* - --------------------- * Incorporated by reference ** Management contract or compensatory plan -115-
116 EXHIBIT NO. - ------- 10.14 -- 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.......... * 10.15 -- 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............. * 10.16 -- 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............................................ * 10.17 -- 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............................................ * 10.18 -- 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.......... * 10.19 -- 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......................... * 10.20 -- 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................................ * 10.21 -- 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............................................................ * 10.22 -- 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........... * 10.23 -- 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............................................... * 10.24 -- 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............................. * 10.25 -- 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............................................ * 10.26 -- 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............................................................ * - --------------------- * Incorporated by reference -116-
117 EXHIBIT NO. - ------- 10.27 -- Revolving Credit Agreement dated as of February 27, 1995 among Vornado Realty Trust, as borrower, and Union Bank of Switzerland, as Bank and Administrative Agent - Incorporated by reference to Exhibit 10(F)9 of 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 -- Amended and Restated Revolving Credit Agreement, dated as of February 23, 1998, between Vornado Realty L.P., as Borrower, Vornado Realty Trust, as General Partner and Union Bank of Switzerland (New York Branch), as Bank, the other banks signatory hereto, each as a bank, Union Bank of Switzerland (New York Branch), as Administrative Agent and Citicorp Real Estate, Inc., The Chase Manhattan Bank and Nationsbank, as Syndication Agents - Incorporated by reference to Exhibit 10.29 of the 1997 10-K .. * 10.31 -- 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 ............................................ * 10.32 -- 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 ............................................ * 10.33 -- 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. ........................................... * 10.34 -- 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 ......................... * 10.35 -- 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 ......................................................... * 10.36 -- 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 ....................................... * 10.37 -- 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 ........................................... * - --------------------- * Incorporated by reference -117-
118 EXHIBIT NO. - ------- 10.38 -- 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......................................................... * 10.39 -- 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................................. * 10.40 -- Underwriting Agreement, dated April 9, 1998, among Vornado, Vornado Realty L.P. and Goldman, Sachs & Co. - Incorporated by reference to Exhibit 1.1 of Vornado's Current Report on Form 8-K, dated April 9, 1998 (File No. 001-11954), filed on April 16, 1998............................................................. * 10.41 -- Pricing Agreement, dated April 9, 1998, between Vornado and Goldman, Sachs & Co. - Incorporated by reference to Exhibit 1.2 of Vornado's Current Report on Form 8-K, dated April 9, 1998 (File No. 001-11954), filed on April 16, 1998.................... * 10.42 -- Underwriting Agreement, dated April 23, 1998, among Vornado, Vornado Realty L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated - Incorporated by reference to Exhibit 1.1 of Vornado's Current Report on Form 8-K, dated April 22, 1998 (File No. 001-11954), filed on April 28, 1998.......................... * 10.43 -- 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................................................. * 10.44 -- 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................................................. * 10.45 -- Underwriting Agreement, dated March 12, 1999, among Vornado, Vornado Realty L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated - Incorporated by reference to Exhibit 1.1 of Vornado's Current Report on Form 8-K, dated March 3, 1999 (File No. 001-11954), filed on March 17, 1999.......................... * 10.46 -- Underwriting Agreement, dated May 17, 1999, among Vornado Realty Trust, Vornado Realty L.P., Salomon Smith Barney Inc. and the other underwriters named therein - Incorporated by reference to Exhibit 1.1 of Vornado's Current Report on Form 8-K, dated May 17, 1999 (File No. 001-11954), filed on May 26, 1999............................................................. * 10.47 -- 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) 10.48 -- 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. 10.49 -- Employment Agreement, dated January 22, 2000, between Vornado Realty Trust and Melvyn Blum 10.50 -- First Amended and Restated Promissory Note of Steven Roth, dated November 16, 1999 10.51 -- Letter agreement, dated November 16, 1999, between Steven Roth and Vornado Realty Trust 12 -- Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Share Dividend Requirements - --------------------- * Incorporated by reference -118-
119 EXHIBIT NO. - ------- 13 -- Not applicable 16 -- Not applicable 18 -- Not applicable 19 -- Not applicable 21 -- Subsidiaries of the Registrant 22 -- Not applicable 23 -- Consent of independent auditors 25 -- Not applicable 27 -- Financial Data Schedule 29 -- Not applicable -119-