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VORNADO REALTY TRUST - Quarter Report: 2019 March (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-Q
(Mark one)
☑  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended: 
March 31, 2019
 
 Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from:
 
to
 
 
Commission File Number:
001-11954 (Vornado Realty Trust)
 
Commission File Number:
001-34482 (Vornado Realty L.P.)
 

Vornado Realty Trust
Vornado Realty L.P.
 
 
 
(Exact name of registrants as specified in its charter)
 
Vornado Realty Trust
 
Maryland
 
22-1657560
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
 
 
 
 
 
Vornado Realty L.P.
 
Delaware
 
13-3925979
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
888 Seventh Avenue, New York, New York 10019
(Address of principal executive offices) (Zip Code)
 
(212) 894-7000
(Registrants’ telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Vornado Realty Trust: Yes ☑   No ☐    Vornado Realty L.P.: Yes ☑   No ☐ 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
Vornado Realty Trust: Yes ☑   No ☐    Vornado Realty L.P.: Yes ☑   No ☐ 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Vornado Realty Trust:
 
 
☑ Large Accelerated Filer
 
☐ Accelerated Filer
☐ Non-Accelerated Filer
 
☐ Smaller Reporting Company
 
 
☐ Emerging Growth Company
Vornado Realty L.P.:
 
 
☐ Large Accelerated Filer
 
☐ Accelerated Filer
☑ Non-Accelerated Filer
 
☐ Smaller Reporting Company
 
 
☐ Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Vornado Realty Trust: Yes ☐   No ☑    Vornado Realty L.P.: Yes ☐   No ☑ 
 
As of March 31, 2019, 190,761,498 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.


EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2019 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.

The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 93.4% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.

Under the limited partnership agreement of the Operating Partnership, unitholders may present their Class A units for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. Vornado generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having the Operating Partnership pay cash. With each such exchange or redemption, Vornado’s percentage ownership in the Operating Partnership will increase. In addition, whenever Vornado issues common shares other than to acquire Class A units of the Operating Partnership, Vornado must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to Vornado an equivalent number of Class A units of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

The Company believes that combining the quarterly reports on Form 10-Q of Vornado and the Operating Partnership into this single report provides the following benefits:

•
enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•
eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and
•
creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.

The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, the net proceeds of debt offerings by Vornado, and the net proceeds which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, which are contributed to the capital of the Operating Partnership in exchange for units of limited partnership in the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facility, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.


2

To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:
•
Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:
•
Note 12. Redeemable Noncontrolling Interests/Redeemable Partnership Units
•
Note 13. Shareholders' Equity/Partners' Capital
•
Note 19. Income (Loss) Per Share/Income (Loss) Per Class A Unit
•
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

3

PART I.
Financial Information:
 
Page Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheets (Unaudited) as of March 31, 2019 and December 31, 2018
 
 
 
 
 
 
 
 
Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
 
 
 
 
 
 
 
 
Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
 
 
 
 
 
 
 
 
Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2019 and 2018
 
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2019 and 2018
 
 
 
 
 
 
 
 
Financial Statements of Vornado Realty L.P.:
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheets (Unaudited) as of March 31, 2019 and December 31, 2018
 
 
 
 
 
 
 
 
Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
 
 
 
 
 
 
 
 
Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
 
 
 
 
 
 
 
 
Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2019 and 2018
 
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2019 and 2018
 
 
 
 
 
 
 
 
Vornado Realty Trust and Vornado Realty L.P.:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II.
Other Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES
 
 
 
 

4

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(Amounts in thousands, except unit, share, and per share amounts)
March 31, 2019
 
December 31, 2018
ASSETS
 
 
 
Real estate, at cost:
 
 
 
Land
$
2,608,770

 
$
3,306,280

Buildings and improvements
7,821,301

 
10,110,992

Development costs and construction in progress
1,961,512

 
2,266,491

Moynihan Train Hall development expenditures
550,996

 
445,693

Leasehold improvements and equipment
115,756

 
108,427

Total
13,058,335

 
16,237,883

Less accumulated depreciation and amortization
(2,845,120
)
 
(3,180,175
)
Real estate, net
10,213,215

 
13,057,708

Assets held for sale
3,027,058

 
—

Right-of-use assets
457,662

 
—

Cash and cash equivalents
307,047

 
570,916

Restricted cash
593,759

 
145,989

Marketable securities
39,866

 
152,198

Tenant and other receivables, net of allowance for doubtful accounts of $4,154 as of December 31, 2018
73,404

 
73,322

Investments in partially owned entities
730,264

 
858,113

Real estate fund investments
322,858

 
318,758

220 Central Park South condominium units ready for sale
229,567

 
99,627

Receivable arising from the straight-lining of rents, net of allowance of $1,644 as of December 31, 2018
766,634

 
935,131

Deferred leasing costs, net of accumulated amortization of $180,953 and $207,529
345,241

 
400,313

Identified intangible assets, net of accumulated amortization of $97,749 and $172,114
34,161

 
136,781

Other assets
497,219

 
431,938

 
$
17,637,955

 
$
17,180,794

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 
 
 
Mortgages payable, net
$
6,519,189

 
$
8,167,798

Senior unsecured notes, net
845,261

 
844,002

Unsecured term loan, net
745,076

 
744,821

Unsecured revolving credit facilities
530,000

 
80,000

Liabilities related to assets held for sale
1,097,350

 
—

Lease liabilities
484,173

 
—

Moynihan Train Hall obligation
550,996

 
445,693

Accounts payable and accrued expenses
442,496

 
430,976

Deferred revenue
71,328

 
167,730

Deferred compensation plan
101,922

 
96,523

Other liabilities
292,187

 
311,806

Total liabilities
11,679,978

 
11,289,349

Commitments and contingencies

 

Redeemable noncontrolling interests:
 
 
 
Class A units - 12,789,891 and 12,544,477 units outstanding
862,550

 
778,134

Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding
4,535

 
5,428

Total redeemable noncontrolling interests
867,085

 
783,562

Shareholders' equity:
 
 
 
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,797,580 and 36,798,580 shares
891,263

 
891,294

Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,761,498 and 190,535,499 shares
7,609

 
7,600

Additional capital
7,676,770

 
7,725,857

Earnings less than distributions
(4,120,265
)
 
(4,167,184
)
Accumulated other comprehensive (loss) income
(11,385
)
 
7,664

Total shareholders' equity
4,443,992

 
4,465,231

Noncontrolling interests in consolidated subsidiaries
646,900

 
642,652

Total equity
5,090,892

 
5,107,883

 
$
17,637,955

 
$
17,180,794

See notes to consolidated financial statements (unaudited).

5

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(Amounts in thousands, except per share amounts)
For the Three Months Ended March 31,
 
2019
 
2018
REVENUES:
 
 
 
Rental revenues
$
499,877

 
$
500,420

Fee and other income
34,791

 
36,017

Total revenues
534,668

 
536,437

EXPENSES:
 
 
 
Operating
(246,895
)
 
(237,602
)
Depreciation and amortization
(116,709
)
 
(108,686
)
General and administrative
(58,020
)
 
(42,533
)
(Expense) benefit from deferred compensation plan liability
(5,433
)
 
404

Transaction related costs and other
(149
)
 
(13,156
)
Total expenses
(427,206
)
 
(401,573
)
 
 
 
 
Income (loss) from partially owned entities
7,320

 
(9,904
)
Loss from real estate fund investments
(167
)
 
(8,807
)
Interest and other investment income (loss), net
5,045

 
(24,384
)
Income (loss) from deferred compensation plan assets
5,433

 
(404
)
Interest and debt expense
(102,463
)
 
(88,166
)
Net gains on disposition of wholly owned and partially owned assets
220,294

 
—

Income before income taxes
242,924

 
3,199

Income tax expense
(29,743
)
 
(2,554
)
Income from continuing operations
213,181

 
645

Loss from discontinued operations
(137
)
 
(363
)
Net income
213,044

 
282

Less net (income) loss attributable to noncontrolling interests in:
 
 
 
Consolidated subsidiaries
(6,820
)
 
8,274

Operating Partnership
(12,202
)
 
1,124

Net income attributable to Vornado
194,022

 
9,680

Preferred share dividends
(12,534
)
 
(13,035
)
Preferred share issuance costs
—

 
(14,486
)
NET INCOME (LOSS) attributable to common shareholders
$
181,488

 
$
(17,841
)
 
 
 
 
INCOME (LOSS) PER COMMON SHARE – BASIC:
 
 
 
Net income (loss) per common share
$
0.95

 
$
(0.09
)
Weighted average shares outstanding
190,689

 
190,081

 
 
 
 
INCOME (LOSS) PER COMMON SHARE – DILUTED:
 
 
 
Net income (loss) per common share
$
0.95

 
$
(0.09
)
Weighted average shares outstanding
190,996

 
190,081

See notes to consolidated financial statements (unaudited).


6

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Net income
$
213,044

 
$
282

Other comprehensive (loss) income:
 
 
 
(Reduction) increase in value of interest rate swaps
(17,029
)
 
10,258

Amount reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary
(2,311
)
 
—

Other comprehensive (loss) income of nonconsolidated subsidiaries
(985
)
 
346

Comprehensive income
192,719

 
10,886

Less comprehensive (income) loss attributable to noncontrolling interests
(17,746
)
 
8,744

Comprehensive income attributable to Vornado
$
174,973

 
$
19,630

See notes to consolidated financial statements (unaudited).


7

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

(Amounts in thousands)
 
Preferred Shares
 
Common Shares
 
Additional Capital
 
Earnings Less Than Distributions
 
Accumulated Other Comprehensive (Loss) Income
 
Non-controlling Interests in Consolidated Subsidiaries
 
Total Equity
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance, December 31, 2018
 
36,800

 
$
891,294

 
190,535

 
$
7,600

 
$
7,725,857

 
$
(4,167,184
)
 
$
7,664

 
$
642,652

 
$
5,107,883

Net income attributable to Vornado
 
—

 
—

 
—

 
—

 
—

 
194,022

 
—

 
—

 
194,022

Net income attributable to noncontrolling interests in consolidated subsidiaries
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
6,820

 
6,820

Dividends on common shares
 
—

 
—

 
—

 
—

 
—

 
(125,876
)
 
—

 
—

 
(125,876
)
Dividends on preferred shares
 
—

 
—

 
—

 
—

 
—

 
(12,534
)
 
—

 
—

 
(12,534
)
Common shares issued:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Upon redemption of Class A units, at redemption value
 
—

 
—

 
48

 
2

 
3,179

 
—

 
—

 
—

 
3,181

Under employees' share option plan
 
—

 
—

 
162

 
7

 
1,164

 
(8,692
)
 
—

 
—

 
(7,521
)
Under dividend reinvestment plan
 
—

 
—

 
5

 
—

 
340

 
—

 
—

 
—

 
340

Contributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 


Real estate fund investments
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3,384

 
3,384

Other
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
1,810

 
1,810

Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Real estate fund investments
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Other
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(7,764
)
 
(7,764
)
Conversion of Series A preferred shares to common shares
 
(1
)
 
(31
)
 
2

 
—

 
31

 
—

 
—

 
—

 
—

Deferred compensation shares and options
 
—

 
—

 
9

 
—

 
297

 
—

 
—

 
—

 
297

Amount reclassified related to a nonconsolidated subsidiary
 
—

 
—

 
—

 
—

 
—

 
—

 
(2,311
)
 
—

 
(2,311
)
Other comprehensive loss of nonconsolidated subsidiaries
 
—

 
—

 
—

 
—

 
—

 
—

 
(985
)
 
—

 
(985
)
Reduction in value of interest rate swaps
 
—

 
—

 
—

 
—

 
—

 
—

 
(17,029
)
 
—

 
(17,029
)
Unearned 2016 Out-Performance Plan awards acceleration
 
—

 
—

 
—

 
—

 
11,720

 
—

 
—

 
—

 
11,720

Adjustments to carry redeemable Class A units at redemption value
 
—

 
—

 
—

 
—

 
(65,818
)
 
—

 
—

 
—

 
(65,818
)
Redeemable noncontrolling interests' share of above adjustments
 
—

 
—

 
—

 
—

 
—

 
—

 
1,276

 
—

 
1,276

Other
 
(1
)
 
—

 
—

 
—

 
—

 
(1
)
 
—

 
(2
)
 
(3
)
Balance, March 31, 2019
 
36,798

 
$
891,263

 
190,761

 
$
7,609

 
$
7,676,770

 
$
(4,120,265
)
 
$
(11,385
)
 
$
646,900

 
$
5,090,892

See notes to consolidated financial statements (unaudited).



8

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)

(Amounts in thousands)
 
Preferred Shares
 
Common Shares
 
Additional
Capital
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Total
Equity
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance, December 31, 2017
 
36,800

 
$
891,988

 
189,984

 
$
7,577

 
$
7,492,658

 
$
(4,183,253
)
 
$
128,682

 
$
670,049

 
$
5,007,701

Cumulative effect of accounting change
 
—

 
—

 
—

 
—

 
—

 
122,893

 
(108,374
)
 
—

 
14,519

Net income attributable to Vornado
 
—

 
—

 
—

 
—

 
—

 
9,680

 
—

 
—

 
9,680

Net loss attributable to noncontrolling interests in consolidated subsidiaries
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(8,274
)
 
(8,274
)
Dividends on common shares
 
—

 
—

 
—

 
—

 
—

 
(119,764
)
 
—

 
—

 
(119,764
)
Dividends on preferred shares
 
—

 
—

 
—

 
—

 
—

 
(13,035
)
 
—

 
—

 
(13,035
)
Preferred share issuance costs
 
—

 
—

 
—

 
—

 
—

 
(14,486
)
 
—

 
—

 
(14,486
)
Common shares issued:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Upon redemption of Class A units, at redemption value
 
—

 
—

 
118

 
5

 
8,387

 
—

 
—

 
—

 
8,392

Under employees' share option plan
 
—

 
—

 
55

 
2

 
3,432

 
—

 
—

 
—

 
3,434

Under dividend reinvestment plan
 
—

 
—

 
5

 
—

 
335

 
—

 
—

 
—

 
335

Contributions
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
8,370

 
8,370

Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate fund investments
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(1,910
)
 
(1,910
)
Other
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(3,450
)
 
(3,450
)
Preferred share issuance
 
—

 
(663
)
 
—

 
—

 
—

 
—

 
—

 
—

 
(663
)
Deferred compensation shares and options
 
—

 
—

 
7

 
—

 
298

 
(121
)
 
—

 
—

 
177

Other comprehensive income of nonconsolidated subsidiaries
 
—

 
—

 
—

 
—

 
—

 
—

 
346

 
—

 
346

Increase in value of interest rate swaps
 
—

 
—

 
—

 
—

 
—

 
—

 
10,258

 
—

 
10,258

Unearned 2015 Out-Performance Plan awards acceleration
 
—

 
—

 
—

 
—

 
9,046

 
—

 
—

 
—

 
9,046

Adjustments to carry redeemable Class A units at redemption value
 
—

 
—

 
—

 
—

 
114,856

 
—

 
—

 
—

 
114,856

Redeemable noncontrolling interests' share of above adjustments
 
—

 
—

 
—

 
—

 
—

 
—

 
(654
)
 
—

 
(654
)
Other
 
—

 
—

 
—

 
—

 
1

 
(2
)
 
—

 
1

 
—

Balance, March 31, 2018
 
36,800

 
$
891,325

 
190,169

 
$
7,584

 
$
7,629,013

 
$
(4,198,088
)
 
$
30,258

 
$
664,786

 
$
5,024,878

See notes to consolidated financial statements (unaudited).


9

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Cash Flows from Operating Activities:
 
 
 
Net income
$
213,044

 
$
282

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Net gains on disposition of wholly owned and partially owned assets
(220,294
)
 
—

Depreciation and amortization (including amortization of deferred financing costs)
123,135

 
115,337

Stock-based compensation expense
31,654

 
13,669

Distributions of income from partially owned entities
14,316

 
20,559

Equity in net (income) loss of partially owned entities
(7,320
)
 
9,904

Amortization of below-market leases, net
(6,525
)
 
(10,581
)
Straight-lining of rents
1,140

 
(7,430
)
(Increase) decrease in fair value of marketable securities
(461
)
 
32,986

Net realized and unrealized (gain) loss on real estate fund investments
(100
)
 
911

Return of capital from real estate fund investments
—

 
14,966

Other non-cash adjustments
1,639

 
1,067

Changes in operating assets and liabilities:
 
 
 
Real estate fund investments
(4,000
)
 
(2,950
)
Tenant and other receivables, net
(835
)
 
(5,702
)
Prepaid assets
(82,862
)
 
77,053

Other assets
(6,044
)
 
(15,151
)
Accounts payable and accrued expenses
10,426

 
19,835

Other liabilities
(2,795
)
 
663

Net cash provided by operating activities
64,118

 
265,418

 
 
 
 
Cash Flows from Investing Activities:
 
 
 
Proceeds from sale of condominium units at 220 Central Park South
425,484

 
—

Proceeds from sales of marketable securities
167,755

 
—

Development costs and construction in progress
(143,302
)
 
(86,808
)
Moynihan Train Hall expenditures
(123,533
)
 
—

Proceeds from sale of real estate and related investment
108,512

 
—

Additions to real estate
(55,759
)
 
(54,284
)
Distributions of capital from partially owned entities
24,851

 
2,086

Investments in partially owned entities
(918
)
 
(7,519
)
Proceeds from repayments of loans receivable
204

 
—

Acquisitions of real estate and other
—

 
(44,095
)
Net cash provided by (used in) investing activities
403,294

 
(190,620
)
See notes to consolidated financial statements (unaudited).



10

VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)


(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Cash Flows from Financing Activities:
 
 
 
Repayments of borrowings
$
(686,555
)
 
$
(144,822
)
Proceeds from borrowings
456,741

 
185,701

Dividends paid on common shares
(125,876
)
 
(119,764
)
Moynihan Train Hall reimbursement from Empire State Development
123,533

 
—

Distributions to noncontrolling interests
(16,252
)
 
(13,266
)
Dividends paid on preferred shares
(12,534
)
 
(16,628
)
Debt issuance costs
(10,860
)
 
(3,300
)
Repurchase of shares related to stock compensation agreements and related tax withholdings and other
(8,692
)
 
(784
)
Contributions from noncontrolling interests
5,194

 
8,370

Proceeds received from exercise of employee share options and other
1,511

 
3,769

Redemption of preferred shares
(893
)
 
(470,000
)
Debt prepayment and extinguishment costs
—

 
(818
)
Net cash used in financing activities
(274,683
)
 
(571,542
)
Net increase (decrease) in cash and cash equivalents and restricted cash
192,729

 
(496,744
)
Cash and cash equivalents and restricted cash at beginning of period
716,905

 
1,914,812

Cash and cash equivalents and restricted cash at end of period
$
909,634

 
$
1,418,068

 
 
 
 
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
 
 
 
Cash and cash equivalents at beginning of period
$
570,916

 
$
1,817,655

Restricted cash at beginning of period
145,989

 
97,157

Cash and cash equivalents and restricted cash at beginning of period
$
716,905

 
$
1,914,812

 
 
 
 
Cash and cash equivalents at end of period
$
307,047

 
$
1,327,384

Restricted cash at end of period
593,759

 
90,684

Restricted cash included in "assets held for sale" at end of period
8,828

 
—

Cash and cash equivalents and restricted cash at end of period
$
909,634

 
$
1,418,068

 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash payments for interest, excluding capitalized interest of $21,371 and $13,272
$
85,796

 
$
84,566

Cash payments for income taxes
$
8,741

 
$
1,646

 
 
 
 
Non-Cash Investing and Financing Activities:
 
 
 
Reclassification of assets and related liabilities held for sale:
 
 
 
Assets held for sale
$
3,027,058

 
$
—

Liabilities related to assets held for sale
1,097,350

 
—

Lease liabilities arising from the recognition of right-of-use assets
526,866

 
—

Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"
395,893

 
—

Accrued capital expenditures included in accounts payable and accrued expenses
77,115

 
51,431

Adjustments to carry redeemable Class A units at redemption value
(65,818
)
 
114,856

Write-off of fully depreciated assets
(58,309
)
 
(15,707
)
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive income" to "marketable securities" upon conversion of operating partnership units to common shares
54,962

 
—

See notes to consolidated financial statements (unaudited).



11

VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


(Amounts in thousands, except unit amounts)
March 31, 2019
 
December 31, 2018
ASSETS
 
 
 
Real estate, at cost:
 
 
 
Land
$
2,608,770

 
$
3,306,280

Buildings and improvements
7,821,301

 
10,110,992

Development costs and construction in progress
1,961,512

 
2,266,491

Moynihan Train Hall development expenditures
550,996

 
445,693

Leasehold improvements and equipment
115,756

 
108,427

Total
13,058,335

 
16,237,883

Less accumulated depreciation and amortization
(2,845,120
)
 
(3,180,175
)
Real estate, net
10,213,215

 
13,057,708

Assets held for sale
3,027,058

 
—

Right-of-use assets
457,662

 
—

Cash and cash equivalents
307,047

 
570,916

Restricted cash
593,759

 
145,989

Marketable securities
39,866

 
152,198

Tenant and other receivables, net of allowance for doubtful accounts of $4,154 as of December 31, 2018
73,404

 
73,322

Investments in partially owned entities
730,264

 
858,113

Real estate fund investments
322,858

 
318,758

220 Central Park South condominium units ready for sale
229,567

 
99,627

Receivable arising from the straight-lining of rents, net of allowance of $1,644 as of December 31, 2018
766,634

 
935,131

Deferred leasing costs, net of accumulated amortization of $180,953 and $207,529
345,241

 
400,313

Identified intangible assets, net of accumulated amortization of $97,749 and $172,114
34,161

 
136,781

Other assets
497,219

 
431,938

 
$
17,637,955

 
$
17,180,794

LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY
 
 
 
Mortgages payable, net
$
6,519,189

 
$
8,167,798

Senior unsecured notes, net
845,261

 
844,002

Unsecured term loan, net
745,076

 
744,821

Unsecured revolving credit facilities
530,000

 
80,000

Liabilities related to assets held for sale
1,097,350

 
—

Lease liabilities
484,173

 
—

Moynihan Train Hall obligation
550,996

 
445,693

Accounts payable and accrued expenses
442,496

 
430,976

Deferred revenue
71,328

 
167,730

Deferred compensation plan
101,922

 
96,523

Other liabilities
292,187

 
311,806

Total liabilities
11,679,978

 
11,289,349

Commitments and contingencies
 
 
 
Redeemable partnership units:
 
 
 
Class A units - 12,789,891 and 12,544,477 units outstanding
862,550

 
778,134

Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding
4,535

 
5,428

Total redeemable partnership units
867,085

 
783,562

Partners' equity:
 
 
 
Partners' capital
8,575,642

 
8,624,751

Earnings less than distributions
(4,120,265
)
 
(4,167,184
)
Accumulated other comprehensive (loss) income
(11,385
)
 
7,664

Total partners' equity
4,443,992

 
4,465,231

Noncontrolling interests in consolidated subsidiaries
646,900

 
642,652

Total equity
5,090,892

 
5,107,883

 
$
17,637,955

 
$
17,180,794

See notes to consolidated financial statements (unaudited).

12

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

(Amounts in thousands, except per unit amounts)
For the Three Months Ended March 31,
 
2019
 
2018
REVENUES:
 
 
 
Rental revenues
$
499,877

 
$
500,420

Fee and other income
34,791

 
36,017

Total revenues
534,668

 
536,437

EXPENSES:
 
 
 
Operating
(246,895
)
 
(237,602
)
Depreciation and amortization
(116,709
)
 
(108,686
)
General and administrative
(58,020
)
 
(42,533
)
(Expense) benefit from deferred compensation plan liability
(5,433
)
 
404

Transaction related costs and other
(149
)
 
(13,156
)
Total expenses
(427,206
)
 
(401,573
)
 
 
 
 
Income (loss) from partially owned entities
7,320

 
(9,904
)
Loss from real estate fund investments
(167
)
 
(8,807
)
Interest and other investment income (loss), net
5,045

 
(24,384
)
Income (loss) from deferred compensation plan assets
5,433

 
(404
)
Interest and debt expense
(102,463
)
 
(88,166
)
Net gains on disposition of wholly owned and partially owned assets
220,294

 
—

Income before income taxes
242,924

 
3,199

Income tax expense
(29,743
)
 
(2,554
)
Income from continuing operations
213,181

 
645

Loss from discontinued operations
(137
)
 
(363
)
Net income
213,044

 
282

Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries
(6,820
)
 
8,274

Net income attributable to Vornado Realty L.P.
206,224

 
8,556

Preferred unit distributions
(12,575
)
 
(13,084
)
Preferred unit issuance costs
—

 
(14,486
)
NET INCOME (LOSS) attributable to Class A unitholders
$
193,649

 
$
(19,014
)
 
 
 
 
INCOME (LOSS) PER CLASS A UNIT – BASIC:
 
 
 
Net income (loss) per Class A unit
$
0.95

 
$
(0.10
)
Weighted average units outstanding
202,772

 
201,929

 
 
 
 
INCOME (LOSS) PER CLASS A UNIT – DILUTED:
 
 
 
Net income (loss) per Class A unit
$
0.95

 
$
(0.10
)
Weighted average units outstanding
203,344

 
201,929

See notes to consolidated financial statements (unaudited).


13

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Net income
$
213,044

 
$
282

Other comprehensive (loss) income:
 
 
 
(Reduction) increase in value of interest rate swaps
(17,029
)
 
10,258

Amount reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary
(2,311
)
 
—

Other comprehensive (loss) income of nonconsolidated subsidiaries
(985
)
 
346

Comprehensive income
192,719

 
10,886

Less comprehensive (income) loss attributable to noncontrolling interests in consolidated subsidiaries
(6,820
)
 
8,274

Comprehensive income attributable to Vornado Realty L.P.
$
185,899

 
$
19,160

See notes to consolidated financial statements (unaudited).


14

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)


(Amounts in thousands)
 
Preferred Units
 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
(Loss) Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Total Equity
 
 
Units
 
Amount
 
Units
 
Amount
 
 
 
 
Balance, December 31, 2018
 
36,800

 
$
891,294

 
190,535

 
$
7,733,457

 
$
(4,167,184
)
 
$
7,664

 
$
642,652

 
$
5,107,883

Net income attributable to Vornado Realty L.P.
 
—

 
—

 
—

 
—

 
206,224

 
—

 
—

 
206,224

Net income attributable to redeemable partnership units
 
—

 
—

 
—

 
—

 
(12,202
)
 
—

 
—

 
(12,202
)
Net income attributable to noncontrolling interests in consolidated subsidiaries
 
—

 
—

 
—

 
—

 
—

 
—

 
6,820

 
6,820

Distributions to Vornado
 
—

 
—

 
—

 
—

 
(125,876
)
 
—

 
—

 
(125,876
)
Distributions to preferred unitholders
 
—

 
—

 
—

 
—

 
(12,534
)
 
—

 
—

 
(12,534
)
Class A Units issued to Vornado:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Upon redemption of redeemable Class A units, at redemption value
 
—

 
—

 
48

 
3,181

 
—

 
—

 
—

 
3,181

Under Vornado's employees' share option plan
 
—

 
—

 
162

 
1,171

 
(8,692
)
 
—

 
—

 
(7,521
)
Under Vornado's dividend reinvestment plan
 
—

 
—

 
5

 
340

 
—

 
—

 
—

 
340

Contributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Real estate fund investments
 
—

 
—

 
—

 
—

 
—

 
—

 
3,384

 
3,384

Other
 
—

 
—

 
—

 
—

 
—

 
—

 
1,810

 
1,810

Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Other
 
—

 
—

 
—

 
—

 
—

 
—

 
(7,764
)
 
(7,764
)
Conversion of Series A preferred units to Class A units
 
(1
)
 
(31
)
 
2

 
31

 
—

 
—

 
—

 
—

Deferred compensation units and options
 
—

 
—

 
9

 
297

 
—

 
—

 
—

 
297

Amount reclassified related to a nonconsolidated subsidiary
 
—

 
—

 
—

 
—

 
—

 
(2,311
)
 
—

 
(2,311
)
Other comprehensive loss of nonconsolidated subsidiaries
 
—

 
—

 
—

 
—

 
—

 
(985
)
 
—

 
(985
)
Reduction in value of interest rate swaps
 
—

 
—

 
—

 
—

 
—

 
(17,029
)
 
—

 
(17,029
)
Unearned 2016 Out-Performance Plan awards acceleration
 
—

 
—

 
—

 
11,720

 
—

 
—

 
—

 
11,720

Adjustments to carry redeemable Class A units at redemption value
 
—

 
—

 
—

 
(65,818
)
 
—

 
—

 
—

 
(65,818
)
Redeemable partnership units' share of above adjustments
 
—

 
—

 
—

 
—

 
—

 
1,276

 
—

 
1,276

Other
 
(1
)
 
—

 
—

 
—

 
(1
)
 
—

 
(2
)
 
(3
)
Balance, March 31, 2019
 
36,798

 
$
891,263

 
190,761

 
$
7,684,379

 
$
(4,120,265
)

$
(11,385
)

$
646,900

 
$
5,090,892

See notes to consolidated financial statements (unaudited).






15

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)


(Amounts in thousands)
 
Preferred Units
 
Class A Units
Owned by Vornado
 
Earnings
Less Than
Distributions
 
Accumulated
Other
Comprehensive
Income
 
Non-
controlling
Interests in
Consolidated
Subsidiaries
 
Total
Equity
 
 
Units
 
Amount
 
Units
 
Amount
 
 
 
 
Balance, December 31, 2017
 
36,800

 
$
891,988

 
189,984

 
$
7,500,235

 
$
(4,183,253
)
 
$
128,682

 
$
670,049

 
5,007,701

Cumulative effect of accounting change
 
—

 
—

 
—

 
—

 
122,893

 
(108,374
)
 
—

 
14,519

Net income attributable to Vornado Realty L.P.
 
—

 
—

 
—

 
—

 
8,556

 
—

 
—

 
8,556

Net income attributable to redeemable partnership units
 
—

 
—

 
—

 
—

 
1,124

 
—

 
—

 
1,124

Net loss attributable to noncontrolling interests in consolidated subsidiaries
 
—

 
—

 
—

 
—

 
—

 
—

 
(8,274
)
 
(8,274
)
Distributions to Vornado
 
—

 
—

 
—

 
—

 
(119,764
)
 
—

 
—

 
(119,764
)
Distributions to preferred unitholders
 
—

 
—

 
—

 
—

 
(13,035
)
 
—

 
—

 
(13,035
)
Preferred unit issuance costs
 
—

 
—

 
—

 
—

 
(14,486
)
 
—

 
—

 
(14,486
)
Class A Units issued to Vornado:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Upon redemption of redeemable Class A units, at redemption value
 
—

 
—

 
118

 
8,392

 
—

 
—

 
—

 
8,392

Under Vornado's employees' share option plan
 
—

 
—

 
55

 
3,434

 
—

 
—

 
—

 
3,434

Under Vornado's dividend reinvestment plan
 
—

 
—

 
5

 
335

 
—

 
—

 
—

 
335

Contributions
 
—

 
—

 
—

 
—

 
—

 
—

 
8,370

 
8,370

Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate fund investments
 
—

 
—

 
—

 
—

 
—

 
—

 
(1,910
)
 
(1,910
)
Other
 
—

 
—

 
—

 
—

 
—

 
—

 
(3,450
)
 
(3,450
)
Preferred unit issuance
 
—

 
(663
)
 
—

 
—

 
—

 
—

 
—

 
(663
)
Deferred compensation units and options
 
—

 
—

 
7

 
298

 
(121
)
 
—

 
—

 
177

Other comprehensive income of nonconsolidated subsidiaries
 
—

 
—

 
—

 
—

 
—

 
346

 
—

 
346

Increase in value of interest rate swaps
 
—

 
—

 
—

 
—

 
—

 
10,258

 
—

 
10,258

Unearned 2015 Out-Performance Plan awards acceleration
 
—

 
—

 
—

 
9,046

 
—

 
—

 
—

 
9,046

Adjustments to carry redeemable Class A units at redemption value
 
—

 
—

 
—

 
114,856

 
—

 
—

 
—

 
114,856

Redeemable partnership units' share of above adjustments
 
—

 
—

 
—

 
—

 
—

 
(654
)
 
—

 
(654
)
Other
 
—

 
—

 
—

 
1

 
(2
)
 
—

 
1

 
—

Balance, March 31, 2018
 
36,800

 
$
891,325

 
190,169

 
$
7,636,597

 
$
(4,198,088
)
 
$
30,258

 
$
664,786

 
$
5,024,878

See notes to consolidated financial statements (unaudited).


16

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Cash Flows from Operating Activities:
 
 
 
Net income
$
213,044

 
$
282

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Net gains on disposition of wholly owned and partially owned assets
(220,294
)
 
—

Depreciation and amortization (including amortization of deferred financing costs)
123,135

 
115,337

Stock-based compensation expense
31,654

 
13,669

Distributions of income from partially owned entities
14,316

 
20,559

Equity in net (income) loss of partially owned entities
(7,320
)
 
9,904

Amortization of below-market leases, net
(6,525
)
 
(10,581
)
Straight-lining of rents
1,140

 
(7,430
)
(Increase) decrease in fair value of marketable securities
(461
)
 
32,986

Net realized and unrealized (gain) loss on real estate fund investments
(100
)
 
911

Return of capital from real estate fund investments
—

 
14,966

Other non-cash adjustments
1,639

 
1,067

Changes in operating assets and liabilities:
 
 
 
Real estate fund investments
(4,000
)
 
(2,950
)
Tenant and other receivables, net
(835
)
 
(5,702
)
Prepaid assets
(82,862
)
 
77,053

Other assets
(6,044
)
 
(15,151
)
Accounts payable and accrued expenses
10,426

 
19,835

Other liabilities
(2,795
)
 
663

Net cash provided by operating activities
64,118

 
265,418

 
 
 
 
Cash Flows from Investing Activities:
 
 
 
Proceeds from sale of condominium units at 220 Central Park South
425,484

 
—

Proceeds from sales of marketable securities
167,755

 
—

Development costs and construction in progress
(143,302
)
 
(86,808
)
Moynihan Train Hall expenditures
(123,533
)
 
—

Proceeds from sale of real estate and related investment
108,512

 
—

Additions to real estate
(55,759
)
 
(54,284
)
Distributions of capital from partially owned entities
24,851

 
2,086

Investments in partially owned entities
(918
)
 
(7,519
)
Proceeds from repayments of loans receivable
204

 
—

Acquisitions of real estate and other
—

 
(44,095
)
Net cash provided by (used in) investing activities
403,294

 
(190,620
)

See notes to consolidated financial statements (unaudited).



17

VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)

(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Cash Flows from Financing Activities:
 
 
 
Repayments of borrowings
$
(686,555
)
 
$
(144,822
)
Proceeds from borrowings
456,741

 
185,701

Distributions to Vornado
(125,876
)
 
(119,764
)
Moynihan Train Hall reimbursement from Empire State Development
123,533

 
—

Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries
(16,252
)
 
(13,266
)
Distributions to preferred unitholders
(12,534
)
 
(16,628
)
Debt issuance costs
(10,860
)
 
(3,300
)
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other
(8,692
)
 
(784
)
Contributions from noncontrolling interests in consolidated subsidiaries
5,194

 
8,370

Proceeds received from exercise of Vornado stock options and other
1,511

 
3,769

Redemption of preferred units
(893
)
 
(470,000
)
Debt prepayment and extinguishment costs
—

 
(818
)
Net cash used in financing activities
(274,683
)
 
(571,542
)
Net increase (decrease) in cash and cash equivalents and restricted cash
192,729

 
(496,744
)
Cash and cash equivalents and restricted cash at beginning of period
716,905

 
1,914,812

Cash and cash equivalents and restricted cash at end of period
$
909,634

 
$
1,418,068

 
 
 
 
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
 
 
 
Cash and cash equivalents at beginning of period
$
570,916

 
$
1,817,655

Restricted cash at beginning of period
145,989

 
97,157

Cash and cash equivalents and restricted cash at beginning of period
$
716,905

 
$
1,914,812

 
 
 
 
Cash and cash equivalents at end of period
$
307,047

 
$
1,327,384

Restricted cash at end of period
593,759

 
90,684

Restricted cash included in "assets held for sale" at end of period
8,828

 
—

Cash and cash equivalents and restricted cash at end of period
$
909,634

 
$
1,418,068

 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash payments for interest, excluding capitalized interest of $21,371 and $13,272
$
85,796

 
$
84,566

Cash payments for income taxes
$
8,741

 
$
1,646

 
 
 
 
Non-Cash Investing and Financing Activities:
 
 
 
Reclassification of assets and related liabilities held for sale:
 
 
 
Assets held for sale
$
3,027,058

 
$
—

Liabilities related to assets held for sale
1,097,350

 
—

Lease liabilities arising from the recognition of right-of-use assets
526,866

 
—

Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"
395,893

 
—

Accrued capital expenditures included in accounts payable and accrued expenses
77,115

 
51,431

Adjustments to carry redeemable Class A units at redemption value
(65,818
)
 
114,856

Write-off of fully depreciated assets
(58,309
)
 
(15,707
)
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive income" to "marketable securities" upon conversion of operating partnership units to common shares
54,962

 
—


See notes to consolidated financial statements (unaudited).



18

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



1.
Organization

Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of March 31, 2019. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

2.
Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated and all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC.

We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full year.

Certain prior year balances have been reclassified in order to conform to the current period presentation. For the three months ended March 31, 2018, expense of $1,100,000 related to New York City Unincorporated Business Tax was reclassified from "general and administrative" expenses to "income tax expense" on our consolidated statements of income. In addition, for the three months ended March 31, 2018, "property rentals" and "tenant expense reimbursements" of $440,110,000 and $60,310,000, respectively, were grouped into "rental revenues" on our consolidated statements of income in accordance with Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements.

3.
Recently Issued Accounting Literature

In February 2016, the Financial Accounting Standards Board ("FASB") issued an update (“ASU 2016-02”) establishing ASC Topic 842, Leases ("ASC 842"), as amended by subsequent ASUs on the topic, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a two-method approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset ("ROU") and a lease liability for all leases with a term of greater than 12 months. Lease liabilities equal the present value of future lease payments. Right-of-use assets equal the lease liabilities less adjustments for accrued rent expense, initial direct costs and prepaid lease payments. Leases with a term of 12 months or less will be accounted for similar to the previously existing lease guidance under ASC Topic 840, Leases ("ASC 840"). Lease expense is recognized based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by the lessor is largely unchanged from that applied under ASC 840. We adopted this standard effective January 1, 2019. We have completed our evaluation of the overall impact of the adoption of ASU 2016-02 on our consolidated financial statements and accounting policies. In transitioning to ASC 842, we elected to use the practical expedient package available to us and did not elect to use hindsight. We have 12 ground leases, which are classified as operating leases, for which we are required to record a right-of-use asset and a lease liability equal to the present value of the future lease payments, and will continue to recognize expense on a straight-line basis for these leases. On January 1, 2019, we recorded an aggregate of $526,866,000 of right-of-use assets and a corresponding $526,866,000 of lease liabilities as a result of the adoption of this standard (see Note 20 - Leases).

19

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)


3.
Recently Issued Accounting Literature - continued

Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, beginning January 1, 2019, we no longer capitalize internal leasing costs and instead expense these costs as incurred, as a component of "general and administrative" expense on our consolidated statements of income. For the three months ended March 31, 2018, we capitalized $1,348,000 of internal leasing costs. In addition, the new standard requires changes to our provision policy for lease receivables. Under ASC 842, we must assess whether it is probable that we will collect substantially all of the lease payments based on the credit risk factors of our tenants. Changes to the collectability of our operating leases are recorded as adjustments to "rental revenues" on our consolidated statements of income which resulted in a $890,000 decrease for the three months ending March 31, 2019.

In February 2016, the FASB issued an update (“ASU 2016-13”) Measurement of Credit Losses on Financial Instruments establishing ASC Topic 326, Financial Instruments - Credit Losses (“ASC 326”), as amended by subsequent ASUs on the topic. ASU 2016-13 changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current “incurred loss” model with an “expected loss” model that requires consideration of a broader range of information to estimate expected credit losses over the lifetime of the financial asset. ASU 2016-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.

In August 2018, the FASB issued an update (“ASU 2018-13”) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. We elected to early adopt ASU 2018-13 effective January 1, 2019. The adoption of this update did not have a material impact on our consolidated financial statements and disclosures.

In October 2018, the FASB issued an update ("ASU 2018-16") Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes to ASC Topic 815, Derivatives and Hedging. ASU 2018-16 expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate. ASU 2018-16 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. We adopted this update effective January 1, 2019. The adoption of this update did not have an impact on our consolidated financial statements.


20

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

4.
Revenue Recognition

Our revenues primarily consist of rental revenues and fee and other income. We operate in two reportable segments: New York and Other, with a significant portion of our revenues included in the New York segment. We have the following revenue sources and revenue recognition policies:

•
Rental revenues include revenues from the leasing of space at our properties to tenants and revenues from the Hotel Pennsylvania, trade shows and tenant services.

◦
Revenues from the leasing of space at our properties to tenants includes (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement of common area maintenance expenses, and (ii) reimbursement of real estate taxes and insurance expenses. As lessor, we have elected to combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Lease revenues and reimbursement of common area maintenance, real estate taxes and insurance are presented on the following page as "property rentals." Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease, together with renewal options that are reasonably certain of being exercised. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are generally recognized in the same period as the related expenses are incurred.

◦
Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when the rooms are made available for the guest, in accordance with ASC 842.

◦
Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows when the trade show booths are made available for use by the exhibitors, in accordance with ASC 842.

◦
Tenant services revenue arises from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606").

•
Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities, and includes Building Maintenance Service (“BMS”) cleaning, engineering and security services. This revenue is recognized as the services are transferred in accordance with ASC 606.

21

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

4.
Revenue Recognition - continued

Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the three months ended March 31, 2019 and 2018 is set forth in Note 22 - Segment Information.

(Amounts in thousands)
For the Three Months Ended March 31, 2019
 
 
Total
 
New York
 
Other
 
Property rentals
$
457,741

 
$
385,803

 
$
71,938

 
Hotel Pennsylvania
12,609

 
12,609

 
—

 
Trade shows
16,956

 
—

 
16,956

 
Lease revenues
487,306

 
398,412

 
88,894

 
Tenant services
12,571

 
9,225

 
3,346

 
Rental revenues
499,877

 
407,637

 
92,240

 
BMS cleaning fees
29,785

 
31,757

 
(1,972
)
(1) 
Management and leasing fees
2,237

 
2,251

 
(14
)
 
Other income
2,769

 
1,640

 
1,129

 
Fee and other income
34,791

 
35,648

 
(857
)
 
Total revenues
$
534,668

 
$
443,285

 
$
91,383

 
____________________
(1)
Represents the elimination of theMART and 555 California Street BMS cleaning fees which are included as income in the New York segment.

(Amounts in thousands)
For the Three Months Ended March 31, 2018
 
 
Total
 
New York
 
Other
 
Property rentals
$
454,403

 
$
389,385

 
$
65,018

 
Hotel Pennsylvania
14,680

 
14,680

 
—

 
Trade shows
18,873

 
—

 
18,873

 
Lease revenues
487,956

 
404,065

 
83,891

 
Tenant services
12,464

 
9,771

 
2,693

 
Rental revenues
500,420

 
413,836

 
86,584

 
BMS cleaning fees
28,355

 
30,153

 
(1,798
)
(1) 
Management and leasing fees
2,764

 
2,481

 
283

 
Other income
4,898

 
2,014

 
2,884

 
Fee and other income
36,017

 
34,648

 
1,369

 
Total revenues
$
536,437

 
$
448,484

 
$
87,953

 
____________________
(1)
Represents the elimination of theMART and 555 California Street BMS cleaning fees which are included as income in the New York segment.



22

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

5.
Real Estate Fund Investments
.
We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund, which had an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was extended to February 2023. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC Topic 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.

We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting.

As of March 31, 2019, we had four real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $322,858,000, or $6,706,000 below our cost, and had remaining unfunded commitments of $44,194,000, of which our share was $13,969,000. At December 31, 2018, we had four real estate fund investments with an aggregate fair value of $318,758,000.

Below is a summary of loss from the Fund and the Crowne Plaza Joint Venture for the three months ended March 31, 2019 and 2018.
(Amounts in thousands)
For the Three Months Ended March 31,
 
 
2019
 
2018
 
Net investment (loss) income
$
(267
)
 
$
2,734

 
Net unrealized gain on held investments
100

 
—

 
New York City real property transfer tax (the "Transfer Tax")
—

 
(10,630
)
(1) 
Net realized loss on exited investments
—

 
(911
)
 
Loss from real estate fund investments
(167
)
 
(8,807
)
 
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries
(2,737
)
 
5,369

 
Loss from real estate fund investments attributable to the Operating Partnership
(2,904
)
 
(3,438
)
 
Less loss attributable to noncontrolling interests in the Operating Partnership
182

 
212

 
Loss from real estate fund investments attributable to Vornado
$
(2,722
)
 
$
(3,226
)
 
____________________
(1)
Due to the disputed additional Transfer Tax related to the March 2011 acquisition of One Park Avenue which was recorded as a result of the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision in the first quarter of 2018. We appealed the Tax Tribunal's decision to the New York State Supreme Court, Appellate Division, First Department ("Appellate Division"). Our appeal was heard on April 2, 2019, and on April 25, 2019 the Appellate Division entered a unanimous decision and order that confirmed the decision of the Tax Tribunal and dismissed our appeal. We are currently evaluating our options regarding this matter.

23

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

6.    Marketable Securities

Lexington Realty Trust ("Lexington") (NYSE: LXP)

On March 1, 2019, we sold all of our 18,468,969 common shares of Lexington realizing net proceeds of $167,698,000. For the three months ended March 31, 2019, we recorded a $16,068,000 mark-to-market increase in the fair value of our common shares for the period from January 1, 2019 through the date of sale, which is included in "interest and other investment income (loss), net" on our consolidated statements of income.

Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)

On March 12, 2019 ("Conversion Date"), we converted all of our 6,250,000 operating partnership units into common shares and began accounting for our investment as a marketable security in accordance with ASC Topic 321, Investments - Equity Securities ("ASC 321"). Prior to the Conversion Date, we accounted for our investment under the equity method. For the three months ended March 31, 2019, we recorded a $15,649,000 decrease in the value of our investment, representing the difference between the carrying amount of our investment at the Conversion Date and the fair value of our common shares based on PREIT's March 29, 2019 quarter ended closing share price, which is included in "interest and other investment income (loss), net" on our consolidated statements of income.

The table below summarizes the changes of our marketable securities portfolio for the three months ended March 31, 2019.
(Amounts in thousands)
For the Three Months Ended March 31, 2019
 
Total
 
Lexington Realty Trust
 
PREIT
 
Other
Balance, December 31, 2018
$
152,198

 
$
151,630

 
$
—

 
$
568

Sale of marketable securities
(167,755
)
 
(167,698
)
 
—

 
(57
)
Transfer of PREIT investment balance at Conversion Date
54,962

 
—

 
54,962

 
—

Increase (decrease) in fair value of marketable securities(1)
461

 
16,068

 
(15,649
)
 
42

Balance, March 31, 2019
$
39,866

 
$
—

 
$
39,313

 
$
553

____________________
(1)
Included in “interest and other investment income (loss), net” on our consolidated statements of income (see Note 17 - Interest and Other Investment Income (Loss), Net).

24

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

7.
Investments in Partially Owned Entities

Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX)

As of March 31, 2019, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, lease and develop Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.

As of March 31, 2019, the market value ("fair value" pursuant to ASC 820) of our investment in Alexander’s, based on Alexander’s March 29, 2019 quarter ended closing share price of $376.17, was $622,211,000, or $515,425,000 in excess of the carrying amount on our consolidated balance sheet. As of March 31, 2019, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $39,097,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment.

Urban Edge Properties (“UE”) (NYSE: UE)

On March 4, 2019, we converted to common shares and sold all of our 5,717,184 partnership units of UE, realizing net proceeds of $108,512,000. The sale resulted in a net gain of $62,395,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the three months ended March 31, 2019.

61 Ninth Avenue

On January 28, 2019, the joint venture, in which we have a 45.1% interest, completed a $167,500,000 refinancing of 61 Ninth Avenue, a 166,000 square foot newly constructed office and retail property in the Meatpacking district of Manhattan which is fully leased to Aetna and Starbucks. The seven-year interest only loan carries a rate of LIBOR plus 1.35% (3.85% as of March 31, 2019) and matures in January 2026. We realized net proceeds of approximately $31,000,000. The loan replaces the previous $90,000,000 construction loan that bore interest at LIBOR plus 3.05% and was scheduled to mature in 2021.

Toys "R" Us, Inc. ("Toys")

On September 18, 2017, Toys filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. In the second quarter of 2018, Toys ceased U.S. operations. On February 1, 2019, the plan of reorganization for Toys "R" Us, Inc., in which we owned a 32.5% interest, was declared effective, and our stock in Toys was canceled. At December 31, 2018, we carried our Toys investment at zero. The canceling of our stock in Toys will result in approximately a $420,000,000 capital loss deduction for tax purposes in 2019 (which if not offset by capital gains will result in a capital loss carry over available for five years).



25

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

7.
Investments in Partially Owned Entities - continued

Below is a schedule summarizing our investments in partially owned entities.
(Amounts in thousands)
Percentage Ownership at
March 31, 2019
 
Balance as of
 
 
March 31, 2019
 
December 31, 2018
Investments:
 
 
 
 
 
Partially owned office buildings/land(1)
Various
 
$
478,240

 
$
499,005

Alexander’s
32.4%
 
106,786

 
107,983

PREIT(2)
N/A
 
—

 
59,491

UE(3)
N/A
 
—

 
45,344

Other investments(4)
Various
 
145,238

 
146,290

 
 
 
$
730,264

 
$
858,113

 
 
 
 
 
 
Investments in partially owned entities included in other liabilities(5):
 
 
 
 
 
330 Madison Avenue
25.0%
 
$
(60,054
)
 
$
(58,117
)
7 West 34th Street
53.0%
 
(51,464
)
 
(51,579
)
85 Tenth Avenue
49.9%
 
(5,857
)
 
—

 
 
 
$
(117,375
)
 
$
(109,696
)
____________________
(1)
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.
(2)
On March 12, 2019, we converted all of our PREIT operating partnership units into common shares and began accounting for our investment as a marketable security in accordance with ASC 321 (see Note 6 - Marketable Securities).
(3)
Sold on March 4, 2019 (see page 25 for details).
(4)
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street and others.
(5)
Our negative basis results from distributions in excess of our investment.

Below is a schedule of net income (loss) from partially owned entities.
(Amounts in thousands)
Percentage
Ownership at
March 31, 2019
 
For the Three Months Ended March 31,
 
 
2019
 
2018
Our share of net income (loss):
 
 
 
 
 
Alexander's (see page 25 for details):
 
 
 
 
 
Equity in net income (loss)(1)
32.4%
 
$
5,717

 
$
(3,209
)
Management, leasing and development fees
 
 
1,057

 
1,208

 
 
 
6,774

 
(2,001
)
Partially owned office buildings(2)
Various
 
106

 
(4,283
)
Other investments(3)
Various
 
440

 
(3,620
)
 
 
 
$
7,320

 
$
(9,904
)
____________________
(1)
2018 includes our $7,708 share of Alexander's disputed additional Transfer Tax related to the November 2012 sale of Kings Plaza Regional Shopping Center based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - Real Estate Fund Investments).
(2)
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others. 2018 includes our $4,978 share of disputed additional Transfer Tax related to the March 2011 acquisition of One Park Avenue (see Note 5 - Real Estate Fund Investments).
(3)
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), UE (sold on March 4, 2019), PREIT (accounted as a marketable security from March 12, 2019) and others.

8.
220 Central Park South ("220 CPS")

We are constructing a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost) is estimated to be approximately $1.4 billion, of which $1.3 billion has been expended as of March 31, 2019.

During the first quarter of 2019, we closed on the sale of 12 condominium units at 220 CPS for net proceeds aggregating $425,484,000 and resulting in a financial statement net gain of $157,899,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $26,945,000 of income tax expense was recognized in our consolidated statements of income. From inception to March 31, 2019, we closed on the sale of 23 units for aggregate net proceeds of $640,260,000 which was used to pay $637,000,000 of the $950,000,000 220 CPS loan.

26

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

9.
Properties Held for Sale

On April 18, 2019 ("Closing Date"), we entered into a transaction agreement (the "Transaction Agreement") with a group of institutional investors (the "Investors"). The Transaction Agreement provides for a series of transactions (collectively, the "Transaction") pursuant to which (i) prior to the Closing Date, the Operating Partnership contributed its interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the “Properties”) to subsidiaries of a newly formed joint venture ("Fifth Avenue and Times Square JV") and (ii) on the Closing Date, transferred a 48.5% common interest in Fifth Avenue and Times Square JV to the Investors. The 48.5% common interest in the joint venture represents an effective 47.2% interest in the Properties. The Properties include approximately 489,000 square feet of retail space, 327,000 square feet of office space, signage associated with 1535 and 1540 Broadway, the parking garage at 1540 Broadway and the theatre at 1535 Broadway.

We retained the remaining 51.5% common interest in Fifth Avenue and Times Square JV which represents an effective 51.0% interest in the Properties and an aggregate $1.828 billion of preferred equity interests in certain of the properties. The preferred equity has an annual coupon of 4.25% for the first five years, increasing to 4.75% for the next five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.

Net cash proceeds to us from the Transaction are approximately $1.198 billion, after (i) deductions for the repayment of a $390,000,000 mortgage loan on 666 Fifth Avenue and a $140,000,000 mortgage loan on 655 Fifth Avenue, (ii) anticipated proceeds from a new $500,000,000 mortgage loan on 640 Fifth Avenue, (iii) approximately $26,000,000 used to purchase noncontrolling investors' interests and (iv) approximately $56,000,000 of estimated transaction costs. Until the new mortgage closes, Vornado will retain $500 million of preferred equity interests in addition to the $1.828 billion referenced above.

The Transaction values the Properties at $5.556 billion resulting in a financial statement net gain of approximately $2.6 billion from the Transaction and the related step-up in our basis of the assets to fair value. The net gain will be recognized in our consolidated statements of income for the three months ended June 30, 2019. Our tax gain is approximately $735,000,000. We continue to manage the Properties and share control over major decisions of the joint venture. Accordingly, the Properties will be deconsolidated and the joint venture will be accounted for under the equity method from the date of transfer.

The table below summarizes our effective ownership interests in the Properties transferred to Fifth Avenue and Times Square JV and our preferred equity interests following the Transaction and the anticipated closing of the mortgage loan on 640 Fifth Avenue.

(Amounts in thousands)
Vornado's Effective Ownership Interest Percentage
 
Vornado's Preferred Equity Interests
Properties transferred to
   Fifth Avenue and Times Square JV:
 
 
 
640 Fifth Avenue
52.0
%
 
$
—

655 Fifth Avenue
50.0
%
 
140,000

666 Fifth Avenue
52.0
%
 
390,000

689 Fifth Avenue
52.0
%
 
130,000

697-703 Fifth Avenue
44.8
%
 
—

1535 Broadway
52.0
%
 
628,875

1540 Broadway
52.0
%
 
538,875

 
 
 
$
1,827,750


    

27

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

9.
Properties Held for Sale - continued

The following table summarizes the assets and liabilities associated with the Properties classified as held for sale:
(Amounts in thousands)
Balance as of
March 31, 2019
 
Assets held for sale:
 
Real estate, net
$
2,656,509

Right-of-use asset
49,134

Restricted cash
8,828

Receivable arising from the straight-lining of rents
167,612

Deferred leasing costs, net
70,511

Identified intangible assets, net
74,464

 
$
3,027,058

 
 
Liabilities related to assets held for sale:
 
Mortgages payable, net
$
971,618

Lease liability
41,235

Deferred revenue
84,497

 
$
1,097,350




28

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

10.
Identified Intangible Assets and Liabilities

The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily acquired below-market leases) as of March 31, 2019 and December 31, 2018.

(Amounts in thousands)
Balance as of
 
March 31, 2019
 
December 31, 2018
Identified intangible assets:
 
 
 
Gross amount
$
131,910

 
$
308,895

Accumulated amortization
(97,749
)
 
(172,114
)
Total, net
$
34,161

 
$
136,781

Identified intangible liabilities (included in deferred revenue):
 
 
 
Gross amount
$
386,512

 
$
503,373

Accumulated amortization
(321,152
)
 
(341,779
)
Total, net
$
65,360

 
$
161,594



Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $6,525,000 and $10,581,000 for the three months ended March 31, 2019 and 2018, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2020 is as follows:

(Amounts in thousands)
 
2020
$
16,605

2021
11,932

2022
8,800

2023
6,269

2024
2,497



Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $3,545,000 and $4,876,000 for the three months ended March 31, 2019 and 2018, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases for each of the five succeeding years commencing January 1, 2020 is as follows:

(Amounts in thousands)
 
2020
$
6,308

2021
4,779

2022
3,049

2023
2,962

2024
2,350



    

29

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

11.
Debt

On February 4, 2019, we completed a $95,700,000 refinancing of 435 Seventh Avenue, a 43,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.30% (3.78% as of March 31, 2019) and matures in 2024. The recourse loan replaces the previous $95,700,000 loan that bore interest at LIBOR plus 2.25% and was scheduled to mature in August 2019.

On February 12, 2019, we completed a $580,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot Manhattan property comprised of 859,000 square feet of office space and the 256,000 square foot Manhattan Mall. The interest-only loan carries a rate of LIBOR plus 1.55% (4.03% as of March 31, 2019) and matures in April 2024, with two one-year extension options. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.65% and was scheduled to mature in July 2020.

Senior Unsecured Notes

On March 1, 2019, we called for redemption all of our $400,000,000 5.00% senior unsecured notes. The notes, which were scheduled to mature in January 2022, were redeemed on April 1, 2019 at a redemption price of 105.51% of the principal amount plus accrued interest. In connection therewith, we expensed $22,540,000 relating to debt prepayment costs which is included in "interest and debt expense" on our consolidated statements of income for the three months ended March 31, 2019.

Unsecured Revolving Credit Facility

On March 26, 2019, we increased to $1.5 billion (from $1.25 billion) and extended to March 2024 (as fully extended) from February 2022 one of our two unsecured revolving credit facilities. The interest rate on the extended facility was lowered from LIBOR plus 1.00% to LIBOR plus 0.90%. The facility fee remains unchanged at 20 basis points.

The following is a summary of our debt:
(Amounts in thousands)
Weighted Average Interest Rate at
March 31, 2019
 
Balance as of
 
 
March 31, 2019
 
December 31, 2018
Mortgages Payable:
 
 
 
 
 
Fixed rate
3.52%
 
$
4,610,526

 
$
5,003,465

Variable rate
4.20%
 
1,945,508

 
3,212,382

Total
3.72%
 
6,556,034

 
8,215,847

Deferred financing costs, net and other
 
 
(36,845
)
 
(48,049
)
Total, net
 
 
$
6,519,189

 
$
8,167,798

 
 
 
 
 
 
Unsecured Debt:
 
 
 
 
 
Senior unsecured notes
4.21%
 
$
850,000

 
$
850,000

Deferred financing costs, net and other
 
 
(4,739
)
 
(5,998
)
Senior unsecured notes, net
 
 
845,261

 
844,002

 
 
 
 
 
 
Unsecured term loan
3.87%
 
750,000

 
750,000

Deferred financing costs, net and other
 
 
(4,924
)
 
(5,179
)
Unsecured term loan, net
 
 
745,076

 
744,821

 
 
 
 
 
 
Unsecured revolving credit facilities
3.46%
 
530,000

 
80,000

 
 
 
 
 
 
Total, net
 
 
$
2,120,337

 
$
1,668,823




30

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

12.
Redeemable Noncontrolling Interests/Redeemable Partnership Units

Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership.
(Amounts in thousands)
 
Balance, December 31, 2018
$
783,562

Net income
12,202

Other comprehensive loss
(1,276
)
Distributions
(8,488
)
Redemption of Class A units for Vornado common shares, at redemption value
(3,181
)
Adjustments to carry redeemable Class A units at redemption value
65,818

Other, net
18,448

Balance, March 31, 2019
$
867,085

 
 
Balance, December 31, 2017
$
984,937

Net loss
(1,124
)
Other comprehensive income
654

Distributions
(7,906
)
Redemption of Class A units for Vornado common shares, at redemption value
(8,392
)
Adjustments to carry redeemable Class A units at redemption value
(114,856
)
Other, net
3,713

Balance, March 31, 2018
$
857,026



As of March 31, 2019 and December 31, 2018, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was $862,550,000 and $778,134,000, respectively.

Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $50,561,000 as of March 31, 2019 and December 31, 2018. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.


31

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

13.
Shareholders' Equity/Partners' Capital

The following table sets forth the details of our dividends/distributions per common share/Class A unit and dividends/distributions per share/unit for each class of preferred shares/units of beneficial interest for the three months ended March 31, 2019 and 2018.
 
 
Per Share/Unit
For the Three Months Ended March 31,
Shares/Units:
 
2019
 
2018
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units
 
$
0.66

 
$
0.63

Convertible Preferred(1):
 
 
 
 
6.5% Series A: authorized 83,977 shares/units(2)
 
0.8125

 
0.8125

Cumulative Redeemable Preferred(1):
 
 
 
 
5.70% Series K: authorized 12,000,000 shares/units(3)
 
0.3563

 
0.3563

5.40% Series L: authorized 12,000,000 shares/units(3)
 
0.3375

 
0.3375

5.25% Series M: authorized 12,780,000 shares/units(3)
 
0.3281

 
0.3281

____________________
(1)
Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.
(2)
Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A preferred share/unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/ Class A units per Series A preferred share/unit.
(3)
Redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption.

Accumulated Other Comprehensive (Loss) Income

The following tables set forth the changes in accumulated other comprehensive (loss) income by component for the three months ended March 31, 2019 and 2018.
(Amounts in thousands)
Total
 
Marketable securities
 
Pro rata share of
nonconsolidated
subsidiaries' OCI
 
Interest
rate
swaps
 
Other
For the Three Months Ended March 31, 2019
 
 
 
 
 
 
 
 
 
Balance, December 31, 2018
$
7,664

 
$
—

 
$
3,253

 
$
11,759

 
$
(7,348
)
Net current period other comprehensive (loss) income
(16,738
)
 
—

 
(985
)
 
(17,029
)
 
1,276

Amount reclassified from AOCI (1)
(2,311
)
 
—

 
(2,311
)
 
—

 
—

Balance, March 31, 2019
$
(11,385
)
 
$
—

 
$
(43
)
 
$
(5,270
)
 
$
(6,072
)
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
Balance, December 31, 2017
$
128,682

 
$
109,554

 
$
3,769

 
$
23,542

 
$
(8,183
)
Cumulative effect of accounting change
(108,374
)
 
(109,554
)
 
(1,671
)
 
2,851

 
—

Net current period other comprehensive income (loss)
9,950

 
—

 
346

 
10,258

 
(654
)
Balance, March 31, 2018
$
30,258

 
$
—

 
$
2,444

 
$
36,651

 
$
(8,837
)
____________________
(1)
Amount reclassified related to the conversion of our PREIT operating partnership units into common shares.

32

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

14.
Variable Interest Entities ("VIEs")

Unconsolidated VIEs

As of March 31, 2019 and December 31, 2018, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 7 – Investments in Partially Owned Entities). As of March 31, 2019 and December 31, 2018, the net carrying amount of our investments in these entities was $213,719,000 and $257,882,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.

Consolidated VIEs

Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Fund and the Crowne Plaza Joint Venture, the Farley joint venture and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.

As of March 31, 2019, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,601,771,000 and $2,381,310,000, respectively. As of December 31, 2018, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,445,436,000 and $2,533,753,000, respectively.


33

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

15.
Fair Value Measurements
ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) interest rate swaps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of March 31, 2019 and December 31, 2018, respectively.

(Amounts in thousands)
As of March 31, 2019
 
Total
 
Level 1
 
Level 2
 
Level 3
Marketable securities
$
39,866

 
$
39,866

 
$
—

 
$
—

Real estate fund investments
322,858

 
—

 
—

 
322,858

Deferred compensation plan assets ($8,747 included in restricted cash and $93,176 in other assets)
101,923

 
64,361

 
—

 
37,562

Interest rate swaps (included in other assets)
19,613

 
—

 
19,613

 
—

Total assets
$
484,260

 
$
104,227

 
$
19,613

 
$
360,420

 
 
 
 
 
 
 
 
Mandatorily redeemable instruments (included in other liabilities)
$
50,561

 
$
50,561

 
$
—

 
$
—

Interest rate swaps (included in other liabilities)
24,851

 
—

 
24,851

 
—

Total liabilities
$
75,412

 
$
50,561

 
$
24,851

 
$
—

 
 
 
 
 
 
 
 
(Amounts in thousands)
As of December 31, 2018
 
Total
 
Level 1
 
Level 2
 
Level 3
Marketable securities
$
152,198

 
$
152,198

 
$
—

 
$
—

Real estate fund investments
318,758

 
—

 
—

 
318,758

Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)
96,524

 
58,716

 
—

 
37,808

Interest rate swaps (included in other assets)
27,033

 
—

 
27,033

 
—

Total assets
$
594,513

 
$
210,914

 
$
27,033

 
$
356,566

 
 
 
 
 
 
 
 
Mandatorily redeemable instruments (included in other liabilities)
$
50,561

 
$
50,561

 
$
—

 
$
—

Interest rate swaps (included in other liabilities)
15,236

 
—

 
15,236

 
—

Total liabilities
$
65,797

 
$
50,561

 
$
15,236

 
$
—




34

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

15.
Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Real Estate Fund Investments

As of March 31, 2019, we had four real estate fund investments with an aggregate fair value of $322,858,000, or $6,706,000 below our cost. These investments are classified as Level 3.

Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments as of March 31, 2019 and December 31, 2018.
 
Range
 
Weighted Average
(based on fair value of investments)
Unobservable Quantitative Input
March 31, 2019
 
December 31, 2018
 
March 31, 2019
 
December 31, 2018
Discount rates
10.0% to 15.0%
 
10.0% to 15.0%
 
13.4%
 
13.4%
Terminal capitalization rates
5.5% to 7.7%
 
5.4% to 7.7%
 
5.8%
 
5.7%


The above inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. 

The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the three months ended March 31, 2019 and 2018.
(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Beginning balance
$
318,758

 
$
354,804

Purchases/additional fundings
4,000

 
2,950

Net unrealized gain on held investments
100

 
—

Dispositions
—

 
(20,291
)
Net realized loss on exited investments
—

 
(911
)
Ending balance
$
322,858

 
$
336,552




35

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

15.
Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued

Deferred Compensation Plan Assets

Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The period of time over which these underlying assets are expected to be liquidated is unknown. The third party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.

The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3, for the three months ended March 31, 2019 and 2018.
(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Beginning balance
$
37,808

 
$
40,128

Sales
(2,114
)
 
(1,635
)
Purchases
908

 
14

Realized and unrealized gains
523

 
678

Other, net
437

 
300

Ending balance
$
37,562

 
$
39,485



Fair Value Measurements on a Nonrecurring Basis

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of real estate assets required to be measured for impairment at December 31, 2018. The fair values of real estate assets required to be measured for impairment were determined using comparable sales activity. There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheet as of March 31, 2019.

(Amounts in thousands)
As of December 31, 2018
 
Total
 
Level 1
 
Level 2
 
Level 3
Real estate asset
$
14,971

 
$
—

 
$
—

 
$
14,971



36

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

15.
Fair Value Measurements - continued
Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair values of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair values of our secured and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of March 31, 2019 and December 31, 2018.
(Amounts in thousands)
As of March 31, 2019
 
As of December 31, 2018
 
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash equivalents
$
207,481

 
$
207,000

 
$
261,981

 
$
262,000

Debt:
 
 
 
 
 
 
 
 
Mortgages payable
$
6,556,034

 
$
6,565,000

 
$
8,215,847

 
$
8,179,000

 
Senior unsecured notes
850,000

 
868,000

 
850,000

 
847,000

 
Unsecured term loan
750,000

 
750,000

 
750,000

 
750,000

 
Unsecured revolving credit facilities
530,000

 
530,000

 
80,000

 
80,000

 
Total
$
8,686,034

(1) 
$
8,713,000

 
$
9,895,847

(1) 
$
9,856,000


____________________
(1)
Excludes $46,508 and $59,226 of deferred financing costs, net and other as of March 31, 2019 and December 31, 2018, respectively.


16.
Stock-based Compensation

Vornado’s 2010 Omnibus Share Plan (the “Plan”) provides the Compensation Committee of Vornado's Board of Trustees (the “Committee”) the ability to grant incentive and non-qualified Vornado stock options, restricted stock, restricted Operating Partnership units ("OP units"), out-performance plan awards ("OPPs"), appreciation-only long-term incentive plan units (“AO LTIP Units”) and Performance Conditioned Appreciation-Only Long-Term Incentive Plan Units ("Performance Conditioned AO LTIP Units") to certain of our employees and officers. We account for all equity-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. Stock-based compensation expense, a component of "general and administrative" expenses on our consolidated statements of income, was $31,654,000 and $13,669,000 for the three months ended March 31, 2019 and 2018, respectively. General and administrative expense for the three months ended March 31, 2019 includes $16,211,000 of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement to participants who have reached 65 years of age. The right to sell such awards remains subject to original terms of grant. The increase in expense in the first quarter of 2019 will be completely offset by lower non-cash stock-based compensation expense of $2,578,000 in each of the second, third and fourth quarters of 2019 and $8,477,000 thereafter.

Performance Conditioned AO LTIP Units

On January 14, 2019, the Committee approved the issuance of Performance Conditioned AO LTIP Units pursuant to the Plan to our named executive officers in our 2019 proxy statement ("NEOs"). Performance Conditioned AO LTIP Units are AO LTIP Units that require the achievement of certain performance conditions by a specified date or they are forfeited. The performance based condition is met if Vornado common shares trade at or above 110% of the $64.48 grant price per share for any 20 consecutive days on or before the fourth anniversary following the date of grant. If the performance conditions are not met, the awards are forfeited. If the performance conditions are met, once vested, the awards may be converted into Class A Operating Partnership units in the same manner as AO LTIP Units until ten years from the date of grant. The fair value of the Performance Conditioned AO LTIP Units on the date of grant was $8,983,000, of which $7,481,000 was immediately expensed due to the acceleration of vesting for employees who are retirement eligible. The remaining $1,502,000 is being amortized into expense over a four-year period from the date of grant using a graded vesting attribution model.



37

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

17.
Interest and Other Investment Income (Loss), Net

The following table sets forth the details of interest and other investment income (loss), net:
(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Increase (decrease) in fair value of marketable securities:
 
 
 
Lexington (see page 24 for details)
$
16,068

 
$
(32,875
)
PREIT (see page 24 for details)
(15,649
)
 
—

Other
42

 
(111
)
 
461

 
(32,986
)
Interest on cash and cash equivalents and restricted cash
2,067

 
3,557

Interest on loans receivable
1,606

 
743

Dividends on marketable securities
—

 
3,353

Other, net
911

 
949

 
$
5,045

 
$
(24,384
)



18.
Interest and Debt Expense

The following table sets forth the details of interest and debt expense:
(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Interest expense(1)
$
117,647

 
$
94,788

Capitalized interest and debt expense
(23,325
)
 
(14,726
)
Amortization of deferred financing costs
8,141

 
8,104

 
$
102,463

 
$
88,166


____________________
(1)
Includes $22,540 debt prepayment costs in connection with the redemption of $400,000 5.00% senior unsecured notes which were scheduled to mature in January 2022.

38

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

19.
Income (Loss) Per Share/Income (Loss) Per Class A Unit

Vornado Realty Trust

The following table provides a reconciliation of both net income attributable to Vornado and the number of common shares used in the computation of (i) basic income (loss) per common share - which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares, and (ii) diluted income (loss) per common share - which includes the weighted average common shares and dilutive share equivalents. Dilutive share equivalents may include our Series A convertible preferred shares, employee stock options, restricted stock awards, OP Performance Units, AO LTIP Units, Performance Conditioned AO LTIP Units and OPPs.
(Amounts in thousands, except per share amounts)
For the Three Months Ended March 31,
 
2019
 
2018
Numerator:
 
 
 
Income from continuing operations, net of income attributable to noncontrolling interests
$
194,150

 
$
10,021

Loss from discontinued operations, net of income attributable to noncontrolling interests
(128
)
 
(341
)
Net income attributable to Vornado
194,022

 
9,680

Preferred share dividends
(12,534
)
 
(13,035
)
Preferred share issuance costs
—

 
(14,486
)
Net income (loss) attributable to common shareholders
181,488

 
(17,841
)
Earnings allocated to unvested participating securities
(19
)
 
(11
)
Numerator for basic income (loss) per share
181,469

 
(17,852
)
Impact of assumed conversions:
 
 
 
Convertible preferred share dividends
15

 
—

Numerator for diluted income (loss) per share
$
181,484

 
$
(17,852
)
 
 
 
 
Denominator:
 
 
 
Denominator for basic income (loss) per share – weighted average shares
190,689

 
190,081

Effect of dilutive securities(1):
 
 
 
Employee stock options and restricted share awards
271

 
—

Convertible preferred shares
36

 
—

Denominator for diluted income (loss) per share – weighted average shares and assumed conversions
190,996

 
190,081

 
 
 
 
INCOME (LOSS) PER COMMON SHARE – BASIC:
 
 
 
Income (loss) from continuing operations, net
$
0.95

 
$
(0.09
)
Net income (loss) per common share
$
0.95

 
$
(0.09
)
 
 
 
 
INCOME (LOSS) PER COMMON SHARE – DILUTED:
 
 
 
Income (loss) from continuing operations, net
$
0.95

 
$
(0.09
)
Net income (loss) per common share
$
0.95

 
$
(0.09
)
____________________
(1)
The effect of dilutive securities for the three months ended March 31, 2019 and 2018 excludes an aggregate of 12,525 and 13,334 weighted average common share equivalents, respectively, as their effect was anti-dilutive.

39

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

19.
Income (Loss) Per Share/Income (Loss) Per Class A Unit - continued

Vornado Realty L.P.

The following table provides a reconciliation of both net income attributable to Vornado Realty L.P. and the number of Class A units used in the computation of (i) basic income (loss) per Class A unit - which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units, and (ii) diluted income (loss) per Class A unit - which includes the weighted average Class A units and dilutive unit equivalents. Dilutive unit equivalents may include our Series A convertible preferred units, Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units, Performance Conditioned AO LTIP Units and OPPs.
(Amounts in thousands, except per unit amounts)
For the Three Months Ended March 31,
 
2019
 
2018
Numerator:
 
 
 
Income from continuing operations, net of income attributable to noncontrolling interests in consolidated subsidiaries
$
206,361

 
$
8,919

Loss from discontinued operations
(137
)
 
(363
)
Net income attributable to Vornado Realty L.P.
206,224

 
8,556

Preferred unit distributions
(12,575
)
 
(13,084
)
Preferred unit issuance costs
—

 
(14,486
)
Net income (loss) attributable to Class A unitholders
193,649

 
(19,014
)
Earnings allocated to unvested participating securities
(1,147
)
 
(771
)
Numerator for basic income (loss) per Class A unit
192,502

 
(19,785
)
Impact of assumed conversions:
 
 
 
Convertible preferred unit distributions
15

 
—

Numerator for diluted income (loss) per Class A unit
$
192,517

 
$
(19,785
)
 
 
 
 
Denominator:
 
 
 
Denominator for basic income (loss) per Class A unit – weighted average units
202,772

 
201,929

Effect of dilutive securities(1):
 
 
 
Vornado stock options and restricted unit awards
536

 
—

Convertible preferred units
36

 
—

Denominator for diluted income (loss) per Class A unit – weighted average units and assumed conversions
203,344

 
201,929

 
 
 
 
INCOME (LOSS) PER CLASS A UNIT – BASIC:
 
 
 
Income (loss) from continuing operations, net
$
0.95

 
$
(0.10
)
Net income (loss) per Class A unit
$
0.95

 
$
(0.10
)
 
 
 
 
INCOME (LOSS) PER CLASS A UNIT – DILUTED:
 
 
 
Income (loss) from continuing operations, net
$
0.95

 
$
(0.10
)
Net income (loss) per Class A unit
$
0.95

 
$
(0.10
)
____________________
(1)
The effect of dilutive securities for the three months ended March 31, 2019 and 2018 excludes an aggregate of 177 and 1,446 weighted average Class A unit equivalents, respectively, as their effect was anti-dilutive.


40

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.
Leases

As lessor
 
We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rent payable monthly in advance. Office building leases generally require tenants to reimburse us for operating costs and real estate taxes above their base year costs. Certain leases provide for pass-through to tenants for their share of real estate taxes, insurance and common area maintenance. Certain leases also require additional variable rent payments based on a percentage of the tenants’ sales. None of our tenants accounted for more than 10% of total revenues for the three months ended March 31, 2019 and 2018. We have elected to account for lease revenues (including base and variable rent) and the reimbursement of common area maintenance expenses as a single lease component recorded as "rental revenues" on our consolidated statements of income. As of March 31, 2019, under ASC 842, future undiscounted cash flows under non-cancelable operating leases were as follows:
(Amounts in thousands)
As of March 31, 2019
For the remainder of 2019
$
1,977,372

For the year ended December 31,
 
2020
1,525,340

2021
1,492,760

2022
1,433,740

2023
1,298,470

2024
1,080,729

Thereafter
4,929,317


As of December 31, 2018, under ASC 840, future undiscounted cash flows under non-cancelable operating leases were as follows:
(Amounts in thousands)
As of December 31, 2018
For the year ended December 31,
 
2019
$
1,547,162

2020
1,510,097

2021
1,465,024

2022
1,407,615

2023
1,269,141

Thereafter
5,832,467



The components of lease revenues for the three months ended March 31, 2019 were as follows:

(Amounts in thousands)
For the
Three Months Ended March 31, 2019
  Fixed lease revenues
$
414,877

  Variable lease revenues
72,429

Lease revenues
$
487,306



41

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.    Leases - continued
As lessee
We have a number of ground leases which are classified as operating leases. On January 1, 2019, we recorded $526,866,000 of ROU assets and lease liabilities. Our ROU assets were reduced by $37,269,000 of accrued rent expense reclassified from “other liabilities” and $4,267,000 of acquired above-market lease liabilities, net, reclassified from “deferred revenue” and increased by $23,665,000 of acquired below-market lease assets, net, reclassified from “identified intangible assets, net of accumulated amortization” and $1,584,000 of prepaid lease payments reclassified from "other assets." As of March 31, 2019, our ROU assets and lease liabilities were $457,662,000 and $484,173,000, respectively.

The discount rate applied to measure each ROU asset and lease liability is based on our incremental borrowing rate ("IBR"). We consider the general economic environment and our credit rating and factor in various financing and asset specific adjustments to ensure the IBR is appropriate to the intended use of the underlying lease. As we did not elect to apply hindsight, lease term assumptions determined under ASC 840 were carried forward and applied in calculating the lease liabilities recorded under ASC 842. Certain of our ground leases offer renewal options which we assess against relevant economic factors to determine whether we are reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that we are reasonably certain will be exercised are included in the measurement of the corresponding lease liability and ROU asset.

The following table sets forth information related to the measurement of our lease liabilities as of March 31, 2019:
(Amounts in thousands)
As of March 31, 2019
Weighted average remaining lease term (in years)
41.55

Weighted average discount rate
4.89
%
Cash paid for operating leases
$
6,111



We recognize rent expense as a component of "operating" expenses on our consolidated statements of income. Rent expense is comprised of fixed and variable lease payments. Variable lease payments include percentage rent and rent resets based on an index or rate. The following table sets forth the details of rent expense for the three months ended March 31, 2019:
(Amounts in thousands)
For the
Three Months Ended March 31, 2019
Fixed rent expense
$
10,626

Variable rent expense
620

Rent expense
$
11,246



As of March 31, 2019, future lease payments under operating ground leases were as follows:
(Amounts in thousands)
As of March 31, 2019
For the remainder of 2019
$
20,361

For the year ended December 31,
 
2020
28,352

2021
28,745

2022
29,646

2023
30,061

2024
30,495

Thereafter
1,037,252

Total undiscounted cash flows
1,204,912

Present value discount
(720,739
)
Lease liabilities
$
484,173



42

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

20.    Leases - continued
As lessee - continued
The future lease payments detailed on the previous page exclude the ground and building lease at the Farley Office and Retail Building (the "Project"). We have a 95% ownership interest in a joint venture with the Related Companies ("Related") which was designated by Empire State Development ("ESD"), an entity of New York State, to develop the Project. The Project will include a new Moynihan Train Hall and approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. The joint venture has a 99-year triple-net lease with ESD for the commercial space at the Project. The lease has not yet commenced since construction of the Project is on-going.
The joint venture has entered into a development agreement with ESD to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. As a result of our involvement in the construction of the asset, we have been deemed the accounting owner of the property in accordance with ASC 842-40-55. Future undiscounted cash flows for the lease, including fixed payments in lieu of real estate taxes, as of March 31, 2019 were as follows:
(Amounts in thousands)
As of March 31, 2019
For the remainder of 2019
$
6,822

For the year ended December 31,
 
2020
10,402

2021
7,229

2022
7,444

2023
7,809

2024
8,330

Thereafter
519,048


As of December 31, 2018, under ASC 840, future lease payments under operating ground leases were as follows:
(Amounts in thousands)
As of December 31, 2018
For the year ended December 31,
 
2019
$
46,147

2020
45,258

2021
42,600

2022
43,840

2023
44,747

Thereafter
1,612,627



Certain of our ground leases are subject to fair market rent resets based on a percentage of the appraised value of the underlying assets at specified future dates. Fair market rent resets do not give rise to remeasurement of the related right-of-use assets and lease liabilities. Fair market rent resets, which may be material, will be recognized in the periods in which they are incurred.

43

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

21.
Commitments and Contingencies

Insurance

We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $260,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.

Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,453,000 and 19% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.

We continue to monitor the state of the insurance market and the scope and cost of coverage for acts of terrorism. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of our insurance coverage, which could be material.

Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements, contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at a reasonable cost in the future. Further, if lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties and expand our portfolio.

44

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

21.
Commitments and Contingencies - continued

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us.

Our mortgage loans are non-recourse to us, except for the mortgage loan secured by 7 West 34th Street and 435 Seventh Avenue, which we guaranteed and therefore is part of our tax basis. In certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of March 31, 2019, the aggregate dollar amount of these guarantees and master leases is approximately $582,000,000.

As of March 31, 2019, $15,365,000 of letters of credit was outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest rate coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

A joint venture in which we own a 95.0% ownership interest was designated by Empire State Development ("ESD"), an entity of New York State, to develop the Farley Office and Retail Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.

As of March 31, 2019, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $16,000,000.

As of March 31, 2019, we have construction commitments aggregating approximately $774,000,000.

45

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

22.
Segment Information
Net Operating Income (“NOI”) represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

Below is a reconciliation of net income, the most directly comparable GAAP financial measure, to NOI at share and NOI at share - cash basis for the three months ended March 31, 2019 and 2018.
(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Net income
$
213,044

 
$
282

 
 
 
 
Deduct:
 
 
 
(Income) loss from partially owned entities
(7,320
)
 
9,904

Interest and other investment (income) loss, net
(5,045
)
 
24,384

Net gains on disposition of wholly owned and partially owned assets
(220,294
)
 
—

NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,403
)
 
(17,312
)
 
 
 
 
Add:
 
 
 
Loss from real estate fund investments
167

 
8,807

Depreciation and amortization expense
116,709

 
108,686

General and administrative expense
58,020

 
42,533

Transaction related costs and other
149

 
13,156

NOI from partially owned entities
67,402

 
67,513

Interest and debt expense
102,463

 
88,166

Loss from discontinued operations
137

 
363

Income tax expense
29,743

 
2,554

NOI at share
337,772

 
349,036

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(5,181
)
 
(17,948
)
NOI at share - cash basis
$
332,591

 
$
331,088














46

VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)

22.
Segment Information - continued
Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended March 31, 2019 and 2018.

(Amounts in thousands)
For the Three Months Ended March 31, 2019
 
Total
 
New York
 
Other
Total revenues
$
534,668

 
$
443,285

 
$
91,383

Operating expenses
246,895

 
198,095

 
48,800

NOI - consolidated
287,773

 
245,190

 
42,583

Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,403
)
 
(11,407
)
 
(5,996
)
Add: NOI from partially owned entities
67,402

 
49,575

 
17,827

NOI at share
337,772

 
283,358

 
54,414

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(5,181
)
 
(6,618
)
 
1,437

NOI at share - cash basis
$
332,591

 
$
276,740

 
$
55,851


(Amounts in thousands)
For the Three Months Ended March 31, 2018
 
Total
 
New York
 
Other
Total revenues
$
536,437

 
$
448,484

 
$
87,953

Operating expenses
237,602

 
197,916

 
39,686

NOI - consolidated
298,835

 
250,568

 
48,267

Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,312
)
 
(11,745
)
 
(5,567
)
Add: NOI from partially owned entities
67,513

 
49,773

 
17,740

NOI at share
349,036

 
288,596

 
60,440

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(17,948
)
 
(17,323
)
 
(625
)
NOI at share - cash basis
$
331,088

 
$
271,273

 
$
59,815








47


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and the Board of Trustees of Vornado Realty Trust

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust and subsidiaries (the "Company") as of March 31, 2019, the related consolidated statements of income and comprehensive income for the three-month periods ended March 31, 2019 and 2018, and of changes in equity, and cash flows, for the three-month periods ended March 31, 2019 and 2018, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2018, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended; and in our report dated February 11, 2019, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2018, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our review in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 
/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey
April 29, 2019



















48


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Partners of Vornado Realty L.P.

Results of Review of Interim Financial Information

We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. and subsidiaries (the "Partnership") as of March 31, 2019, the related consolidated statements of income and comprehensive income for the three-month periods ended March 31, 2019 and 2018, and of changes in equity, and cash flows, for the three-month periods ended March 31, 2019 and 2018, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Partnership as of December 31, 2018, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended; and in our report dated February 11, 2019, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2018, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our review in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey
April 29, 2019






49

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained in this Quarterly Report constitute forward‑looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10‑Q. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2018. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three months ended March 31, 2019. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to the current year presentation.


50


Overview

Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of March 31, 2019. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.

We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 for additional information regarding these factors.

Vornado Realty Trust

Quarter Ended March 31, 2019 Financial Results Summary

Net income attributable to common shareholders for the quarter ended March 31, 2019 was $181,488,000, or $0.95 per diluted share, compared to a net loss of $17,841,000, or $0.09 per diluted share, for the prior year’s quarter. The quarters ended March 31, 2019 and 2018 include certain items that impact the comparability of period to period net income (loss) attributable to common shareholders, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the quarter ended March 31, 2019 by $156,674,000, or $0.82 per diluted share, and increased net loss attributable to common shareholders by $73,181,000, or $0.38 per diluted share, for the quarter ended March 31, 2018. The decrease in net income attributable to common shareholders was partially due to $16,211,000, or $0.08 per share, of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement to participants who have reached 65 years of age. The right to sell such awards remains subject to original terms of grant. The increase in expense in the first quarter of 2019 will be completely offset by lower non-cash stock-based compensation expense of $2,578,000 in each of the second, third and fourth quarters of 2019 and $8,477,000 thereafter.

Funds From Operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended March 31, 2019 was $247,684,000, or $1.30 per diluted share, compared to $135,000,000, or $0.71 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended March 31, 2019 and 2018 include certain items that impact the comparability of period to period FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO attributable to common shareholders plus assumed conversions for the quarter ended March 31, 2019 by $97,745,000, or $0.51 per diluted share, and decreased FFO attributable to common shareholders plus assumed conversions by $37,907,000, or $0.20 per diluted share, for the quarter ended March 31, 2018. The decrease in FFO attributable to common shareholders was partially due to $16,211,000, or $0.08 per share, of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock, as described above.

51



Overview - continued

The following table reconciles the difference between our net income (loss) attributable to common shareholders and our net income attributable to common shareholders, as adjusted:
(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Certain (income) expense items that impact net income (loss) attributable to common shareholders:
 
 
 
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units
$
(130,954
)
 
$
—

Net gain from sale of Urban Edge Properties ("UE") common shares
(62,395
)
 
—

Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022
22,540

 
—

Mark-to-market (increase) decrease in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)
(16,068
)
 
32,875

Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019)
15,649

 
—

Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation
—

 
23,503

Preferred share issuance costs
—

 
14,486

Previously capitalized internal leasing costs(1)
—

 
(1,348
)
Other
4,056

 
8,666

 
(167,172
)
 
78,182

Noncontrolling interests' share of above adjustments
10,498

 
(5,001
)
Total of certain (income) expense items that impact net income (loss) attributable to common shareholders
$
(156,674
)
 
$
73,181

____________________________________________________________
(1)
The three months ended March 31, 2018 have been reduced by $1,348 for previously capitalized internal leasing cost to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.


The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted:
(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
 
 
 
After-tax net gain on sale of 220 CPS condominium units
$
(130,954
)
 
$
—

Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022
22,540

 
—

Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation
—

 
23,503

Preferred share issuance costs
—

 
14,486

Previously capitalized internal leasing costs(1)
—

 
(1,348
)
Other
4,110

 
3,607

 
(104,304
)
 
40,248

Noncontrolling interests' share of above adjustments
6,559

 
(2,341
)
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net
$
(97,745
)
 
$
37,907

____________________________________________________________
(1)
The three months ended March 31, 2018 have been reduced by $1,348 for previously capitalized internal leasing cost to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.

52



Overview - continued

Vornado Realty Trust and Vornado Realty L.P.

Same Store Net Operating Income (“NOI”) At Share

The percentage (decrease) increase in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are summarized below.
 
 
Total
 
New York(1)
 
theMART
 
555 California Street
Same store NOI at share % (decrease) increase:
 
 
 
 
 
 
 
 
Three months ended March 31, 2019 compared to March 31, 2018
(0.1
)%
 
(0.1
)%
 
(4.3
)%
 
7.3
%
 
Three months ended March 31, 2019 compared to December 31, 2018
1.0
 %
 
(3.0
)%
 
106.2
 %
(2) 
3.4
%
 
 
 
 
 
 
 
 
 
Same store NOI at share - cash basis % increase (decrease):
 
 
 
 
 
 
 
 
Three months ended March 31, 2019 compared to March 31, 2018
3.0
 %
 
2.6
 %
 
0.9
 %
 
15.0
%
 
Three months ended March 31, 2019 compared to December 31, 2018
0.2
 %
 
(4.2
)%
 
88.6
 %
(2) 
6.9
%
____________________
 
 
Increase
 
(1)
Excluding Hotel Pennsylvania, same store NOI at share % increase:
 
 
 
Three months ended March 31, 2019 compared to March 31, 2018
0.5
%
 
 
Three months ended March 31, 2019 compared to December 31, 2018
1.2
%
 
 
 
 
 
 
Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase:
 
 
 
Three months ended March 31, 2019 compared to March 31, 2018
3.3
%
 
 
Three months ended March 31, 2019 compared to December 31, 2018
0.2
%
 
 
 
 
 
(2)
The three months ended December 31, 2018 includes an additional $12,124,000 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

Calculations of same store NOI at share, reconciliations of our net income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of the Financial Condition and Results of Operations.


53



Overview - continued

Dispositions

220 Central Park South ("220 CPS")

During the first quarter of 2019, we closed on the sale of 12 condominium units at 220 CPS for net proceeds aggregating $425,484,000 and resulting in a financial statement net gain of $157,899,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $26,945,000 of income tax expense was recognized in our consolidated statements of income. From inception to March 31, 2019, we closed on the sale of 23 units for aggregate net proceeds of $640,260,000 which was used to pay $637,000,000 of the $950,000,000 220 CPS loan.

Lexington Realty Trust ("Lexington")

On March 1, 2019, we sold all of our 18,468,969 common shares of Lexington realizing net proceeds of $167,698,000. For the three months ended March 31, 2019, we recorded a $16,068,000 mark-to-market increase in the fair value of our common shares for the period from January 1, 2019 through the date of sale, which is included in "interest and other investment income (loss), net" on our consolidated statements of income.

Urban Edge Properties ("UE")

On March 4, 2019, we converted to common shares and sold all of our 5,717,184 partnership units of UE, realizing net proceeds of $108,512,000. The sale resulted in a net gain of $62,395,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the three months ended March 31, 2019.

Fifth Avenue and Times Square JV

On April 18, 2019 ("Closing Date"), we entered into a transaction agreement (the "Transaction Agreement") with a group of institutional investors (the "Investors"). The Transaction Agreement provides for a series of transactions (collectively, the "Transaction") pursuant to which (i) prior to the Closing Date, the Operating Partnership contributed its interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the “Properties”) to subsidiaries of a newly formed joint venture ("Fifth Avenue and Times Square JV") and (ii) on the Closing Date, transferred a 48.5% common interest in Fifth Avenue and Times Square JV to the Investors. The 48.5% common interest in the joint venture represents an effective 47.2% interest in the Properties. The Properties include approximately 489,000 square feet of retail space, 327,000 square feet of office space, signage associated with 1535 and 1540 Broadway, the parking garage at 1540 Broadway and the theatre at 1535 Broadway.

We retained the remaining 51.5% common interest in Fifth Avenue and Times Square JV which represents an effective 51.0% interest in the Properties and an aggregate $1.828 billion of preferred equity interests in certain of the properties. The preferred equity has an annual coupon of 4.25% for the first five years, increasing to 4.75% for the next five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.

Net cash proceeds to us from the Transaction are approximately $1.198 billion, after (i) deductions for the repayment of a $390,000,000 mortgage loan on 666 Fifth Avenue and a $140,000,000 mortgage loan on 655 Fifth Avenue, (ii) anticipated proceeds from a new $500,000,000 mortgage loan on 640 Fifth Avenue, (iii) approximately $26,000,000 used to purchase noncontrolling investors' interests and (iv) approximately $56,000,000 of estimated transaction costs. Until the new mortgage closes, Vornado will retain $500 million of preferred equity interests in addition to the $1.828 billion referenced above.

The Transaction values the Properties at $5.556 billion resulting in a financial statement net gain of approximately $2.6 billion from the Transaction and the related step-up in our basis of the assets to fair value. The net gain will be recognized in our consolidated statements of income for the three months ended June 30, 2019. Our tax gain is approximately $735,000,000. We continue to manage the Properties and share control over major decisions of the joint venture. Accordingly, the Properties will be deconsolidated and the joint venture will be accounted for under the equity method from the date of transfer. As of March 31, 2019, the assets and liabilities associated with the Properties were classified as “assets held for sale” and “liabilities related to assets held for sale”, respectively, on our consolidated balance sheets.


54



Overview - continued

Financings

On January 28, 2019, the joint venture, in which we have a 45.1% interest, completed a $167,500,000 refinancing of 61 Ninth Avenue, a 166,000 square foot newly constructed office and retail property in the Meatpacking district of Manhattan which is fully leased to Aetna and Starbucks. The seven-year interest only loan carries a rate of LIBOR plus 1.35% (3.85% as of March 31, 2019) and matures in January 2026. We realized net proceeds of approximately $31,000,000. The loan replaces the previous $90,000,000 construction loan that bore interest at LIBOR plus 3.05% and was scheduled to mature in 2021.

On February 4, 2019, we completed a $95,700,000 refinancing of 435 Seventh Avenue, a 43,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.30% (3.78% as of March 31, 2019) and matures in 2024. The recourse loan replaces the previous $95,700,000 loan that bore interest at LIBOR plus 2.25% and was scheduled to mature in August 2019.

On February 12, 2019, we completed a $580,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot Manhattan property comprised of 859,000 square feet of office space and the 256,000 square foot Manhattan Mall. The interest-only loan carries a rate of LIBOR plus 1.55% (4.03% as of March 31, 2019) and matures in April 2024, with two one-year extension options. The loan replaces the previous $580,000,000 loan that bore interest at LIBOR plus 1.65% and was scheduled to mature in July 2020.

On March 1, 2019, we called for redemption all of our $400,000,000 5.00% senior unsecured notes. The notes, which were scheduled to mature in January 2022, were redeemed on April 1, 2019 at a redemption price of 105.51% of the principal amount plus accrued interest. In connection therewith, we expensed $22,540,000 relating to debt prepayment costs which is included in "interest and debt expense" on our consolidated statements of income for the three months ended March 31, 2019.

On March 26, 2019, we increased to $1.5 billion (from $1.25 billion) and extended to March 2024 (as fully extended) from February 2022 one of our two unsecured revolving credit facilities. The interest rate on the extended facility was lowered from LIBOR plus 1.00% to LIBOR plus 0.90%. The facility fee remains unchanged at 20 basis points.
 

55



Overview - continued

Leasing Activity

The leasing activity and related statistics in the table below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
(Square feet in thousands)
New York
 
 
 
 
 
 
Office
 
Retail
 
theMART
 
555 California Street
Three Months Ended March 31, 2019
 
 
 
 
 
 
 
 
Total square feet leased
396

 
49

 
159

 
61

 
Our share of square feet leased:
350

 
43

 
159

 
43

 
Initial rent(1)
$
75.91

 
$
113.37

 
$
46.67

 
$
81.05

 
Weighted average lease term (years)
9.0

 
3.4

 
7.0

 
5.1

 
Second generation relet space:
 
 
 
 
 
 
 
 
Square feet
312

 
38

 
157

 
43

 
GAAP basis:
 
 
 
 
 
 
 
 
Straight-line rent(2)
$
73.27

 
$
116.99

 
$
45.37

 
$
84.32

 
Prior straight-line rent
$
72.64

 
$
114.48

 
$
40.76

 
$
49.92

 
Percentage increase
0.9
%
 
2.2
 %

11.3
%
 
68.9
%
 
Cash basis:
 
 
 
 
 
 
 
 
Initial rent(1)
$
74.43

 
$
115.36

 
$
46.59

 
$
81.05

 
Prior escalated rent
$
73.13

 
$
126.09

 
$
43.85

 
$
58.92

 
Percentage increase (decrease)
1.8
%
 
(8.5
)%
 
6.2
%
 
37.6
%
 
 
 
 
 
 
 
 
 
 
Tenant improvements and leasing commissions:
 
 
 
 
 
 
 
 
Per square foot
$
87.05

 
$
20.15

 
$
35.20

 
$
49.14

 
Per square foot per annum
$
9.67

 
$
5.93

 
$
5.03

 
$
9.64

 
Percentage of initial rent
12.7
%
 
5.2
 %
 
10.8
%
 
11.9
%
____________________

(1)
Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.
(2)
Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases, and includes the effect of free rent and periodic step-ups in rent.

56



Overview - continued

Square Footage (in service) and Occupancy as of March 31, 2019
(Square feet in thousands)
 
 
Square Feet (in service)
 
 
 
Number of
Properties
 
Total
Portfolio
 
Our
Share
 
Occupancy %
New York:
 
 
 
 
 
 
 
Office
36

 
19,948

 
16,641

 
97.0
%
Retail (includes retail properties that are in the base of our office properties)
71

 
2,621

 
2,404

 
97.1
%
Residential - 1,683 units
10

 
1,529

 
796

 
96.7
%
Alexander's, Inc. ("Alexander's") including 312 residential units
7

 
2,242

 
726

 
97.3
%
Hotel Pennsylvania
1

 
1,400

 
1,400

 
 
 
 
 
27,740

 
21,967

 
97.0
%
Other:
 
 
 
 
 
 
 
theMART
3

 
3,695

 
3,686

 
94.9
%
555 California Street
3

 
1,743

 
1,220

 
99.4
%
Other
10

 
2,527

 
1,192

 
92.8
%
 
 
 
7,965

 
6,098

 
 
 
 
 
 
 
 
 
 
Total square feet as of March 31, 2019
 
 
35,705

 
28,065

 
 

Square Footage (in service) and Occupancy as of December 31, 2018
(Square feet in thousands)
 
 
Square Feet (in service)
 
 
 
Number of
properties
 
Total
Portfolio
 
Our
Share
 
Occupancy %
New York:
 
 
 
 
 
 
 
Office
36

 
19,858

 
16,632

 
97.2
%
Retail (includes retail properties that are in the base of our office properties)
71

 
2,648

 
2,419

 
97.3
%
Residential - 1,687 units
10

 
1,533

 
800

 
96.6
%
Alexander's, including 312 residential units
7

 
2,437

 
790

 
91.4
%
Hotel Pennsylvania
1

 
1,400

 
1,400

 
 
 
 
 
27,876

 
22,041

 
97.0
%
Other:
 
 
 
 
 
 
 
theMART
3

 
3,694

 
3,685

 
94.7
%
555 California Street
3

 
1,743

 
1,220

 
99.4
%
Other
10

 
2,522

 
1,187

 
92.8
%
 
 
 
7,959

 
6,092

 
 
 
 
 
 
 
 
 
 
Total square feet as of December 31, 2018
 
 
35,835

 
28,133

 
 

Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2018. For the three months ended March 31, 2019, there were no material changes to these policies, other than the adoption of the Accounting Standards Codification Topic 842, Leases, described in Note 3 - Recently Issued Accounting Literature and Note 20 - Leases to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.

Recently Issued Accounting Literature

Refer to Note 3 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.

57

Net Operating Income At Share by Segment for the Three Months Ended March 31, 2019 and 2018

NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended March 31, 2019 and 2018.

(Amounts in thousands)
For the Three Months Ended March 31, 2019
 
Total
 
New York
 
Other
Total revenues
$
534,668

 
$
443,285

 
$
91,383

Operating expenses
246,895

 
198,095

 
48,800

NOI - consolidated
287,773

 
245,190

 
42,583

Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,403
)
 
(11,407
)
 
(5,996
)
Add: NOI from partially owned entities
67,402

 
49,575

 
17,827

NOI at share
337,772

 
283,358

 
54,414

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(5,181
)
 
(6,618
)
 
1,437

NOI at share - cash basis
$
332,591

 
$
276,740

 
$
55,851


(Amounts in thousands)
For the Three Months Ended March 31, 2018
 
Total
 
New York
 
Other
Total revenues
$
536,437

 
$
448,484

 
$
87,953

Operating expenses
237,602

 
197,916

 
39,686

NOI - consolidated
298,835

 
250,568

 
48,267

Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,312
)
 
(11,745
)
 
(5,567
)
Add: NOI from partially owned entities
67,513

 
49,773

 
17,740

NOI at share
349,036

 
288,596

 
60,440

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(17,948
)
 
(17,323
)
 
(625
)
NOI at share - cash basis
$
331,088

 
$
271,273

 
$
59,815


58

Net Operating Income At Share by Segment for the Three Months Ended March 31, 2019 and 2018 - continued

The elements of our New York and Other NOI at share for the three months ended March 31, 2019 and 2018 are summarized below.

(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
New York:
 
 
 
Office
$
183,540

 
$
187,156

Retail
88,267

 
87,909

Residential
6,045

 
6,141

Alexander's
11,322

 
11,575

Hotel Pennsylvania
(5,816
)
 
(4,185
)
Total New York
283,358

 
288,596

 
 
 
 
Other:
 
 
 
theMART
23,523

 
26,875

555 California Street
14,501

 
13,511

Other investments(1)
16,390

 
20,054

Total Other
54,414

 
60,440

 
 
 
 
NOI at share
$
337,772

 
$
349,036

___________________
(1)
The three months ended March 31, 2018 includes $5,273 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018).

The elements of our New York and Other NOI at share - cash basis for the three months ended March 31, 2019 and 2018 are summarized below.

(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
New York:
 
 
 
Office
$
184,370

 
$
178,199

Retail
80,936

 
79,589

Residential
5,771

 
5,599

Alexander's
11,527

 
12,039

Hotel Pennsylvania
(5,864
)
 
(4,153
)
Total New York
276,740

 
271,273

 
 
 
 
Other:
 
 
 
theMART
24,912

 
27,079

555 California Street
14,745

 
12,826

Other investments(1)
16,194

 
19,910

Total Other
55,851

 
59,815

 
 
 
 
NOI at share - cash basis
$
332,591

 
$
331,088

___________________
(1)
The three months ended March 31, 2018 includes $5,180 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018).

59

Reconciliation of Net Income to Net Operating Income At Share for the Three Months Ended March 31, 2019 and 2018

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three months ended March 31, 2019 and 2018.

(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Net income
$
213,044

 
$
282

 
 
 
 
Deduct:
 
 
 
(Income) loss from partially owned entities
(7,320
)
 
9,904

Interest and other investment (income) loss, net
(5,045
)
 
24,384

Net gains on disposition of wholly owned and partially owned assets
(220,294
)
 
—

NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,403
)
 
(17,312
)
 
 
 
 
Add:
 
 
 
Loss from real estate fund investments
167

 
8,807

Depreciation and amortization expense
116,709

 
108,686

General and administrative expense
58,020

 
42,533

Transaction related costs and other
149

 
13,156

NOI from partially owned entities
67,402

 
67,513

Interest and debt expense
102,463

 
88,166

Loss from discontinued operations
137

 
363

Income tax expense
29,743

 
2,554

NOI at share
337,772

 
349,036

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other
(5,181
)
 
(17,948
)
NOI at share - cash basis
$
332,591

 
$
331,088


NOI At Share by Region

Below is a summary of the percentages of NOI at share by geographic region for the three months ended March 31, 2019 and 2018.

 
For the Three Months Ended March 31,
 
2019
 
2018
Region:
 
 
 
New York City metropolitan area
88
%
 
88
%
Chicago, IL
7
%
 
8
%
San Francisco, CA
5
%
 
4
%
 
100
%
 
100
%

60

Results of Operations – Three Months Ended March 31, 2019 Compared to March 31, 2018

Revenues
Our revenues, which consist of rental revenues and fee and other income, were $534,668,000 for the three months ended March 31, 2019 compared to $536,437,000 for the prior year’s quarter, a decrease of $1,769,000. Below are the details of the (decrease) increase by segment:
(Amounts in thousands)
Total
 
New York
 
Other
(Decrease) increase due to:
 
 
 
 
 
Rental revenues:
 
 
 
 
 
Acquisitions, dispositions and other
$
(2,249
)
 
$
(1,962
)
 
$
(287
)
Development and redevelopment
(1,793
)
 
(1,859
)
 
66

Hotel Pennsylvania
(1,869
)
 
(1,869
)
 
—

Trade shows
(2,075
)
 
—

 
(2,075
)
Same store operations
7,443

 
(509
)
 
7,952

 
(543
)
 
(6,199
)
 
5,656

Fee and other income:
 
 
 
 
 
BMS cleaning fees
1,430

 
1,604

 
(174
)
Management and leasing fees
(527
)
 
(230
)
 
(297
)
Lease termination fees
217

 
180

 
37

Other income
(2,346
)
 
(554
)
 
(1,792
)
 
(1,226
)
 
1,000

 
(2,226
)
 
 
 
 
 
 
Total (decrease) increase in revenues
$
(1,769
)
 
$
(5,199
)
 
$
3,430

Expenses
Our expenses, which consist of operating, depreciation and amortization, general and administrative, expense from deferred compensation plan liability, and transaction related costs and other, were $427,206,000 for the three months ended March 31, 2019, compared to $401,573,000 for the prior year’s quarter, an increase of $25,633,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands)
Total
 
New York
 
Other
Increase (decrease) due to:
 
 
 
 
 
Operating:
 
 
 
 
 
 
Acquisitions, dispositions and other
$
287

 
$
287

 
$
—

 
Development and redevelopment
(586
)
 
(762
)
 
176

 
Non-reimbursable expenses
(3,591
)
 
(3,812
)
 
221

 
Hotel Pennsylvania
(232
)
 
(232
)
 
—

 
Trade shows
140

 
—

 
140

 
BMS expenses
1,697

 
1,697

 
—

 
Same store operations
11,578

 
3,001

 
8,577

 
 
9,293

 
179

 
9,114

Depreciation and amortization:
 
 
 
 
 
 
Acquisitions, dispositions and other
72

 
72

 
—

 
Development and redevelopment
(1,693
)
 
(1,710
)
 
17

 
Same store operations
9,644

 
9,299

 
345

 
 
8,023

 
7,661

 
362

 
 
 
 
 
 
General and administrative
15,487

(1) 
5,448

 
10,039

 
 
 
 
 
 
 
Expense from deferred compensation plan liability
5,837

 
—

 
5,837

 
 
 
 
 
 
 
Transaction related costs and other
(13,007
)
 
(13,103
)
(2) 
96

 
 
 
 
 
 
 
Total increase in expenses
$
25,633

 
$
185

 
$
25,448

___________________
(1)
Primarily due to $16,211 of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement to participants who have reached 65 years of age. The right to sell such awards remains subject to original terms of grant. The increase in expense in the first quarter of 2019 will be completely offset by lower non-cash stock-based compensation expense of $2,578 in each of the second, third and fourth quarters of 2019 and $8,477 thereafter.
(2)
Disputed additional New York City real property transfer tax ("Transfer Tax") related to the December 2012 acquisition of Independence Plaza recorded in the first quarter of 2018. The joint venture, in which we have a 50.1% economic interest, that owns Independence Plaza recorded this expense based on the precedent established by the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision regarding One Park Avenue. See Note 5 - Real Estate Fund Investments to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.

61

Results of Operations – Three Months Ended March 31, 2019 Compared to March 31, 2018 - continued

Income (Loss) from Partially Owned Entities

Below are the components of income (loss) from partially owned entities for the three months ended March 31, 2019 and 2018.
(Amounts in thousands)
Ownership
Percentage at
March 31, 2019
 
For the Three Months Ended March 31,
 
 
2019
 
2018
Our share of net income (loss):
 
 
 
 
 
Alexander's(1)
32.4%
 
$
6,774

 
$
(2,001
)
Partially owned office buildings(2)
Various
 
106

 
(4,283
)
Other investments(3)
Various
 
440

 
(3,620
)
 
 
 
$
7,320

 
$
(9,904
)
____________________
(1)
2018 includes our $7,708 share of Alexander’s disputed additional Transfer Tax related to the November 2012 sale of Kings Plaza Regional Shopping Center. Alexander's recorded this expense based on the precedent established by the Tax Tribunal decision regarding One Park Avenue. See Note 5 - Real Estate Fund Investments to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.
(2)
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others. 2018 includes our $4,978 share of disputed additional Transfer Tax related to the March 2011 acquisition of One Park Avenue. See Note 5 - Real Estate Fund Investments to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.
(3)
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), UE (sold on March 4, 2019), PREIT (accounted as a marketable security from March 12, 2019) and others.

Loss from Real Estate Fund Investments
Below are the components of the loss from our real estate fund investments for the three months ended March 31, 2019 and 2018.
(Amounts in thousands)
For the Three Months Ended March 31,
 
2019
 
2018
Net investment (loss) income
$
(267
)
 
$
2,734

Net unrealized gain on held investments
100

 
—

Transfer Tax
—

 
(10,630
)
Net realized loss on exited investments
—

 
(911
)
Loss from real estate fund investments
(167
)
 
(8,807
)
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries
(2,737
)
 
5,369

Loss from real estate fund investments attributable to the Operating Partnership
(2,904
)
 
(3,438
)
Less loss attributable to noncontrolling interests in the Operating Partnership
182

 
212

Loss from real estate fund investments attributable to Vornado
$
(2,722
)
 
$
(3,226
)


Interest and Other Investment Income (Loss), net

Below are the components of interest and other investment income (loss), net for the three months ended March 31, 2019 and 2018.
(Amounts in thousands)
For the Three Months Ended March 31,
 
 
2019
 
2018
 
Interest on cash and cash equivalents and restricted cash
$
2,067

 
$
3,557

 
Interest on loans receivable
1,606

 
743

 
Increase (decrease) in fair value of marketable securities
461

(1) 
(32,986
)
(2) 
Dividends on marketable securities
—

 
3,353

 
Other, net
911

 
949

 
 
$
5,045

 
$
(24,384
)
 
____________________
(1)
Primarily due to a $16,068 mark-to-market increase in fair value of our Lexington common shares through March 1, 2019, the date of sale of our investment, partially offset by a $15,649 decrease in the value of our investment in PREIT.
(2)
Primarily due to a $32,875 mark-to-market decrease in fair value of our Lexington common shares.

62

Results of Operations – Three Months Ended March 31, 2019 Compared to March 31, 2018 - continued

Interest and Debt Expense

Interest and debt expense for the three months ended March 31, 2019 was $102,463,000 compared to $88,166,000 for the prior year’s quarter, an increase of $14,297,000. This increase resulted primarily due to (i) $22,540,000 of debt prepayment costs relating to redemption of our $400,000,000 5.00% senior unsecured notes and (ii) $4,897,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, partially offset by (iii) $8,599,000 higher capitalized interest and debt expense and (iv) $4,640,000 lower capital lease interest.

Net Gains on Disposition of Wholly Owned and Partially Owned Assets

Net gains on disposition of wholly owned and partially owned assets for the three months ended March 31, 2019 were $220,294,000, due to (i) $157,899,000 of net gains on sale of 220 CPS condominium units and (ii) $62,395,000 net gain from the sale of all our UE partnership units.

Income Tax Expense

Income tax expense for the three months ended March 31, 2019 was $29,743,000 compared to $2,554,000 for the prior year’s quarter, an increase of $27,189,000. This increase resulted primarily from $26,945,000 of income tax expense on the sale of 220 CPS condominium units in the three months ended March 31, 2019.

Loss from Discontinued Operations

Loss from discontinued operations for the three months ended March 31, 2019 was $137,000 compared to $363,000 for the prior year’s quarter, a decrease of $226,000.

Net Income (Loss) Attributable to Noncontrolling Interests in Consolidated Subsidiaries

Net income attributable to noncontrolling interests in consolidated subsidiaries was $6,820,000 for the three months ended March 31, 2019, compared to a loss of $8,274,000 for the prior year’s quarter, an increase in income of $15,094,000. This increase resulted primarily from $6,538,000 of disputed additional Transfer Tax allocated to noncontrolling interests related to the December 2012 acquisition of Independence Plaza and $6,378,000 of disputed additional Transfer Tax allocated to noncontrolling interests of our real estate fund investments related to the March 2011 acquisition of One Park Avenue in the three months ended March 31, 2018.

Net Income (Loss) Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)

Net income attributable to noncontrolling interests in the Operating Partnership was $12,202,000 for the three months ended March 31, 2019, compared to a net loss of $1,124,000 for the prior year’s quarter, an increase in income of $13,326,000. This increase resulted primarily from higher net income subject to allocation to unitholders.

Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $12,534,000 for the three months ended March 31, 2019, compared to $13,035,000 for the prior year’s quarter, a decrease of $501,000.

Preferred Unit Distributions of Vornado Realty L.P.

Preferred unit distributions were $12,575,000 for the three months ended March 31, 2019, compared to $13,084,000 for the prior year’s quarter, a decrease of $509,000. 

Preferred Share/Unit Issuance Costs

In the three months ended March 31, 2018, we recognized preferred share/unit issuance costs of $14,486,000 representing the write-off of issuance costs upon the redemption of all the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units in January 2018.


63

Results of Operations – Three Months Ended March 31, 2019 Compared to March 31, 2018 - continued

Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from property operations which are owned by us and in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is NOI at share from operations before straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments which are owned by us and in service in both the current and prior year reporting periods. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31, 2019 compared to March 31, 2018.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California Street
 
Other
NOI at share for the three months ended March 31, 2019
$
337,772

 
$
283,358

 
$
23,523

 
$
14,501

 
$
16,390

 
Less NOI at share from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
(227
)
 
(227
)
 
—

 
—

 
—

 
Dispositions
2

 
2

 
—

 
—

 
—

 
Development properties
(11,710
)
 
(11,710
)
 
—

 
—

 
—

 
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
1,902

 
1,902

 
—

 
—

 
—

 
Other non-same store income, net
(18,779
)
 
(558
)
 
(1,831
)
 
—

 
(16,390
)
Same store NOI at share for the three months ended March 31, 2019
$
308,960

 
$
272,767

 
$
21,692

 
$
14,501

 
$
—

 
 
 
 
 
 
 
 
 
 
NOI at share for the three months ended March 31, 2018
$
349,036

 
$
288,596

 
$
26,875

 
$
13,511

 
$
20,054

 
Less NOI at share from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
(121
)
 
(121
)
 
—

 
—

 
—

 
Dispositions
(62
)
 
(62
)
 
—

 
—

 
—

 
Development properties
(13,686
)
 
(13,686
)
 
—

 
—

 
—

 
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
(1,127
)
 
(1,127
)
 
—

 
—

 
—

 
Other non-same store income, net
(24,805
)
 
(551
)
 
(4,200
)
 
—

 
(20,054
)
Same store NOI at share for the three months ended March 31, 2018
$
309,235

 
$
273,049

 
$
22,675

 
$
13,511

 
$
—

 
 
 
 
 
 
 
 
 
 
(Decrease) increase in same store NOI at share for the three months ended March 31, 2019 compared to March 31, 2018
$
(275
)
 
$
(282
)
 
$
(983
)
 
$
990

 
$
—

 
 
 
 
 
 
 
 
 
 
 
% (decrease) increase in same store NOI at share
(0.1
)%
 
(0.1
)%
(1) 
(4.3
)%
 
7.3
%
 
—
%
____________________
(1)
Excluding Hotel Pennsylvania, same store NOI at share increased by 0.5%.




64

Results of Operations – Three Months Ended March 31, 2019 Compared to March 31, 2018 - continued

Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31, 2019 compared to March 31, 2018.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California Street
 
Other
NOI at share - cash basis for the three months ended March 31, 2019
$
332,591

 
$
276,740

 
$
24,912

 
$
14,745

 
$
16,194

 
Less NOI at share - cash basis from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
(228
)
 
(228
)
 
—

 
—

 
—

 
Dispositions
2

 
2

 
—

 
—

 
—

 
Development properties
(14,286
)
 
(14,286
)
 
—

 
—

 
—

 
Lease termination income
(429
)
 
(429
)
 
—

 
—

 
—

 
Other non-same store income, net
(18,585
)
 
(560
)
 
(1,831
)
 
—

 
(16,194
)
Same store NOI at share - cash basis for the three months ended March 31, 2019
$
299,065

 
$
261,239

 
$
23,081

 
$
14,745

 
$
—

 
 
 
 
 
 
 
 
 
 
 
NOI at share - cash basis for the three months ended March 31, 2018
$
331,088

 
$
271,273

 
$
27,079

 
$
12,826

 
$
19,910

 
Less NOI at share - cash basis from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
(121
)
 
(121
)
 
—

 
—

 
—

 
Dispositions
(65
)
 
(65
)
 
—

 
—

 
—

 
Development properties
(14,945
)
 
(14,945
)
 
—

 
—

 
—

 
Lease termination income
(1,061
)
 
(1,061
)
 
—

 
—

 
—

 
Other non-same store income, net
(24,661
)
 
(551
)
 
(4,200
)
 
—

 
(19,910
)
Same store NOI at share - cash basis for the three months ended March 31, 2018
$
290,235

 
$
254,530

 
$
22,879

 
$
12,826

 
$
—

 
 
 
 
 
 
 
 
 
 
Increase (decrease) in same store NOI at share - cash basis for the three months ended March 31, 2019 compared to March 31, 2018
$
8,830

 
$
6,709

 
$
202

 
$
1,919

 
$
—

 
 
 
 
 
 
 
 
 
 
% increase (decrease) in same store NOI at share - cash basis
3.0
%
 
2.6
%
(1) 
0.9
%
 
15.0
%
 
—
%
____________________
(1)
Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 3.3%.


65


SUPPLEMENTAL INFORMATION

Net Operating Income At Share by Segment for the Three Months Ended March 31, 2019 and December 31, 2018

NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended March 31, 2019 and December 31, 2018.

(Amounts in thousands)
For the Three Months Ended March 31, 2019
 
Total
 
New York
 
Other
Total revenues
$
534,668

 
$
443,285

 
$
91,383

Operating expenses
246,895

 
198,095

 
48,800

NOI - consolidated
287,773

 
245,190

 
42,583

Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,403
)
 
(11,407
)
 
(5,996
)
Add: NOI from partially owned entities
67,402

 
49,575

 
17,827

NOI at share
337,772

 
283,358

 
54,414

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(5,181
)
 
(6,618
)
 
1,437

NOI at share - cash basis
$
332,591

 
$
276,740

 
$
55,851


(Amounts in thousands)
For the Three Months Ended December 31, 2018
 
Total
 
New York
 
Other
Total revenues
$
543,417

 
$
466,554

 
$
76,863

Operating expenses
254,320

 
206,696

 
47,624

NOI - consolidated
289,097

 
259,858

 
29,239

Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(19,771
)
 
(13,837
)
 
(5,934
)
Add: NOI from partially owned entities
60,205

 
49,178

 
11,027

NOI at share
329,531

 
295,199

 
34,332

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(5,532
)
 
(6,266
)
 
734

NOI at share - cash basis
$
323,999

 
$
288,933

 
$
35,066


66


SUPPLEMENTAL INFORMATION - CONTINUED

Net Operating Income At Share by Segment for the Three Months Ended March 31, 2019 and December 31, 2018 - continued

The elements of our New York and Other NOI at share for the three months ended March 31, 2019 and December 31, 2018 are summarized below.
(Amounts in thousands)
For the Three Months Ended
 
 
March 31, 2019
 
December 31, 2018
 
New York:
 
 
 
 
Office
$
183,540

 
$
186,832

 
Retail
88,267

 
85,549

 
Residential
6,045

 
5,834

 
Alexander's
11,322

 
11,023

 
Hotel Pennsylvania
(5,816
)
 
5,961

 
Total New York
283,358

 
295,199

 
 
 
 
 
 
Other:
 
 
 
 
theMART
23,523

 
10,981

(1) 
555 California Street
14,501

 
14,005

 
Other investments
16,390

 
9,346

 
Total Other
54,414

 
34,332

 
 
 
 
 
 
NOI at share
$
337,772

 
$
329,531

 
___________________
(1)
The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

The elements of our New York and Other NOI at share - cash basis for the three months ended March 31, 2019 and December 31, 2018 are summarized below.
(Amounts in thousands)
For the Three Months Ended
 
 
March 31, 2019
 
December 31, 2018
 
New York:
 
 
 
 
Office
$
184,370

 
$
185,624

 
Retail
80,936

 
80,515

 
Residential
5,771

 
5,656

 
Alexander's
11,527

 
11,129

 
Hotel Pennsylvania
(5,864
)
 
6,009

 
Total New York
276,740

 
288,933

 
 
 
 
 
 
Other:
 
 
 
 
theMART
24,912

 
12,758

(1) 
555 California Street
14,745

 
13,784

 
Other investments
16,194

 
8,524

 
Total Other
55,851

 
35,066

 
 
 
 
 
 
NOI at share - cash basis
$
332,591

 
$
323,999

 
___________________
(1)
The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.


67


SUPPLEMENTAL INFORMATION - CONTINUED

Reconciliation of Net Income to Net Operating Income At Share for the Three Months Ended March 31, 2019 and December 31, 2018

(Amounts in thousands)
For the Three Months Ended
 
March 31, 2019
 
December 31, 2018
Net income
$
213,044

 
$
97,821

 
 
 
 
Deduct:
 
 
 
Income from partially owned entities
(7,320
)
 
(3,090
)
Interest and other investment income, net
(5,045
)
 
(7,656
)
Net gains on disposition of wholly owned and partially owned assets
(220,294
)
 
(81,203
)
Purchase price fair value adjustment
—

 
(44,060
)
NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,403
)
 
(19,771
)
 
 
 
 
Add:
 
 
 
Loss from real estate fund investments
167

 
51,258

Depreciation and amortization expense
116,709

 
112,869

General and administrative expense
58,020

 
32,934

Transaction related costs, impairment loss and other
149

 
14,637

NOI from partially owned entities
67,402

 
60,205

Interest and debt expense
102,463

 
83,175

Loss (income) from discontinued operations
137

 
(257
)
Income tax expense
29,743

 
32,669

NOI at share
337,772

 
329,531

Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(5,181
)
 
(5,532
)
NOI at share - cash basis
$
332,591

 
$
323,999


68


SUPPLEMENTAL INFORMATION - CONTINUED

Three Months Ended March 31, 2019 Compared to December 31, 2018

Same Store Net Operating Income At Share

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31, 2019 compared to December 31, 2018.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California Street
 
Other
NOI at share for the three months ended March 31, 2019
$
337,772

 
$
283,358

 
$
23,523

 
$
14,501

 
$
16,390

 
Less NOI at share from:
 
 
 
 
 
 
 
 
 
 
Dispositions
2

 
2

 
—

 
—

 
—

 
Development properties
(11,710
)
 
(11,710
)
 
—

 
—

 
—

 
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
1,902

 
1,902

 
—

 
—

 
—

 
Other non-same store income, net
(18,780
)
 
(559
)
 
(1,831
)
 
—

 
(16,390
)
Same store NOI at share for the three months ended March 31, 2019
$
309,186

 
$
272,993

 
$
21,692

 
$
14,501

 
$
—

 
 
 
 
 
 
 
 
 
 
NOI at share for the three months ended December 31, 2018
$
329,531

 
$
295,199

 
$
10,981

 
$
14,005

 
$
9,346

 
Less NOI at share from:
 
 
 
 
 
 
 
 
 
 
Dispositions
19

 
19

 
—

 
—

 
—

 
Development properties
(12,986
)
 
(13,000
)
 
—

 
14

 
—

 
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
(95
)
 
368

 
(463
)
 
—

 
—

 
Other non-same store income, net
(10,414
)
 
(1,068
)
 
—

 
—

 
(9,346
)
Same store NOI at share for the three months ended December 31, 2018
$
306,055

 
$
281,518

 
$
10,518

 
$
14,019

 
$
—

 
 
 
 
 
 
 
 
 
 
Increase (decrease) in same store NOI at share for the three months ended March 31, 2019 compared to December 31, 2018
$
3,131

 
$
(8,525
)
 
$
11,174

 
$
482

 
$
—

 
 
 
 
 
 
 
 
 
 
 
% increase (decrease) in same store NOI at share
1.0
%
 
(3.0
)%
(1) 
106.2
%
(2) 
3.4
%
 
—
%
____________________
(1)
Excluding Hotel Pennsylvania, same store NOI at share increased by 1.2%.
(2)
The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.




69


SUPPLEMENTAL INFORMATION - CONTINUED

Three Months Ended March 31, 2019 Compared to December 31, 2018 - continued

Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31, 2019 compared to December 31, 2018.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California Street
 
Other
NOI at share - cash basis for the three months ended March 31, 2019
$
332,591

 
$
276,740

 
$
24,912

 
$
14,745

 
$
16,194

 
Less NOI at share - cash basis from:
 
 
 
 
 
 
 
 
 
 
Dispositions
2

 
2

 
—

 
—

 
—

 
Development properties
(14,286
)
 
(14,286
)
 
—

 
—

 
—

 
Lease termination income
(429
)
 
(429
)
 
—

 
—

 
—

 
Other non-same store income, net
(18,585
)
 
(560
)
 
(1,831
)
 
—

 
(16,194
)
Same store NOI at share - cash basis for the three months ended March 31, 2019
$
299,293

 
$
261,467

 
$
23,081

 
$
14,745

 
$
—

 
 
 
 
 
 
 
 
 
 
 
NOI at share - cash basis for the three months ended December 31, 2018
$
323,999

 
$
288,933

 
$
12,758

 
$
13,784

 
$
8,524

 
Less NOI at share - cash basis from:
 
 
 
 
 
 
 
 
 
 
Dispositions
19

 
19

 
—

 
—

 
—

 
Development properties
(15,041
)
 
(15,055
)
 
—

 
14

 
—

 
Lease termination income
(563
)
 
(43
)
 
(520
)
 
—

 
—

 
Other non-same store income, net
(9,590
)
 
(1,066
)
 
—

 
—

 
(8,524
)
Same store NOI at share - cash basis for the three months ended December 31, 2018
$
298,824

 
$
272,788

 
$
12,238

 
$
13,798

 
$
—

 
 
 
 
 
 
 
 
 
 
Increase (decrease) in same store NOI at share - cash basis for the three months ended March 31, 2019 compared to December 31, 2018
$
469

 
$
(11,321
)
 
$
10,843

 
$
947

 
$
—

 
 
 
 
 
 
 
 
 
 
% increase (decrease) in same store NOI at share - cash basis
0.2
%
 
(4.2
)%
(1) 
88.6
%
(2) 
6.9
%
 
—
%
____________________
(1)
Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.2%.
(2)
The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.

70

Liquidity and Capital Resources

Rental revenue is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties. Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to shareholders and distributions to unitholders of the Operating Partnership, as well as acquisition and development costs. Other sources of liquidity to fund cash requirements include proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loans and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity; and asset sales.

We anticipate that cash flow from continuing operations over the next twelve months will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to shareholders, debt amortization and recurring capital expenditures. Capital requirements for development expenditures and acquisitions may require funding from borrowings and/or equity offerings.

We expect to generate approximately $1 billion of after tax cash flow and net income resulting from the sales of 100% of the residential condominium units at 220 Central Park South.

We may from time to time purchase or retire outstanding debt securities or redeem our equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.

Cash Flows for the Three Months Ended March 31, 2019 and 2018

Our cash flow activities for the three months ended March 31, 2019 and 2018 are summarized as follows:
(Amounts in thousands)
For the Three Months Ended March 31,
 
(Decrease) Increase in Cash Flow
 
2019
 
2018
 
Net cash provided by operating activities
$
64,118

 
$
265,418

 
$
(201,300
)
Net cash provided by (used in) investing activities
403,294

 
(190,620
)
 
593,914

Net cash used in financing activities
(274,683
)
 
(571,542
)
 
296,859


Cash and cash equivalents and restricted cash was $909,634,000 at March 31, 2019, a $192,729,000 increase from the balance at December 31, 2018.

Net cash provided by operating activities of $64,118,000 for the three months ended March 31, 2019 was comprised of $150,228,000 of cash from operations, including distributions of income from partially owned entities of $14,316,000, and a net decrease of $86,110,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.

The following table details the cash provided by (used in) investing activities for the three months ended March 31, 2019 and 2018:
(Amounts in thousands)
For the Three Months Ended March 31,
 
Increase (Decrease)
in Cash Flow
 
2019
 
2018
 
Proceeds from sale of condominium units at 220 Central Park South
$
425,484

 
$
—

 
$
425,484

Proceeds from sales of marketable securities
167,755

 
—

 
167,755

Development costs and construction in progress
(143,302
)
 
(86,808
)
 
(56,494
)
Moynihan Train Hall expenditures
(123,533
)
 
—

 
(123,533
)
Proceeds from sale of real estate and related investment
108,512

 
—

 
108,512

Additions to real estate
(55,759
)
 
(54,284
)
 
(1,475
)
Distributions of capital from partially owned entities
24,851

 
2,086

 
22,765

Investments in partially owned entities
(918
)
 
(7,519
)
 
6,601

Proceeds from repayments of loans receivable
204

 
—

 
204

Acquisitions of real estate and other
—

 
(44,095
)
 
44,095

Net cash provided by (used in) investing activities
$
403,294

 
$
(190,620
)
 
$
593,914






71


Liquidity and Capital Resources - continued

Cash Flows for the Three Months Ended March 31, 2019 and 2018 - continued

The following table details the cash used in financing activities for the three months ended March 31, 2019 and 2018:
(Amounts in thousands)
For the Three Months Ended March 31,
 
(Decrease) Increase
in Cash Flow
 
2019
 
2018
 
Repayments of borrowings
$
(686,555
)
 
$
(144,822
)
 
$
(541,733
)
Proceeds from borrowings
456,741

 
185,701

 
271,040

Dividends paid on common shares/Distributions to Vornado
(125,876
)
 
(119,764
)
 
(6,112
)
Moynihan Train Hall reimbursement from Empire State Development
123,533

 
—

 
123,533

Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries
(16,252
)
 
(13,266
)
 
(2,986
)
Dividends paid on preferred shares/Distributions to preferred unitholders
(12,534
)
 
(16,628
)
 
4,094

Debt issuance costs
(10,860
)
 
(3,300
)
 
(7,560
)
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other
(8,692
)
 
(784
)
 
(7,908
)
Contributions from noncontrolling interests in consolidated subsidiaries
5,194

 
8,370

 
(3,176
)
Proceeds received from exercise of Vornado stock options and other
1,511

 
3,769

 
(2,258
)
Redemption of preferred shares/units
(893
)
 
(470,000
)
 
469,107

Debt prepayment and extinguishment costs
—

 
(818
)
 
818

Net cash used in financing activities
$
(274,683
)
 
$
(571,542
)
 
$
296,859


Capital Expenditures for the Three Months Ended March 31, 2019

Capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and leasing commissions. Recurring capital expenditures include expenditures to maintain a property’s competitive position within the market and tenant improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases. Non-recurring capital improvements include expenditures to lease space that has been vacant for more than nine months and expenditures completed in the year of acquisition and the following two years that were planned at the time of acquisition, as well as tenant improvements and leasing commissions for space that was vacant at the time of acquisition of a property.

Below is a summary of amounts paid for capital expenditures and leasing commissions for the three months ended March 31, 2019.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California
Street
Expenditures to maintain assets
$
26,377

 
$
24,106

 
$
2,019

 
$
252

Tenant improvements
9,479

 
8,462

 
1,015

 
2

Leasing commissions
5,122

 
5,122

 
—

 
—

Recurring tenant improvements, leasing commissions and other capital expenditures
40,978

 
37,690

 
3,034

 
254

Non-recurring capital expenditures
12,704

 
12,622

 
74

 
8

Total capital expenditures and leasing commissions
$
53,682

 
$
50,312

 
$
3,108

 
$
262



72

Liquidity and Capital Resources - continued

Development and Redevelopment Expenditures for the Three Months Ended March 31, 2019

Development and redevelopment expenditures consist of all hard and soft costs associated with the development or redevelopment of a property, including capitalized interest, debt and operating costs until the property is substantially completed and ready for its intended use. Our development project estimates below include initial leasing costs, which are reflected as non-recurring capital expenditures in the table on the previous page.

We are constructing a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost of $515.4 million) is estimated to be approximately $1.4 billion, of which $1.3 billion has been expended as of March 31, 2019.

We are developing a 173,000 square foot Class A office building, located along the western edge of the High Line at 512 West 22nd Street in the West Chelsea submarket of Manhattan (55.0% interest). The development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000. As of March 31, 2019, $98,705,000 has been expended, of which our share is $54,288,000.

We are developing a 35,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway and Houston Street in Manhattan (50.0% interest). The development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of March 31, 2019, $53,839,000 has been expended, of which our share is $26,920,000.

We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and Pine Street. The development cost of this project is estimated to be approximately $46,000,000, of which our share is $32,000,000. As of March 31, 2019, $23,488,000 has been expended, of which our share is $16,442,000.

We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of March 31, 2019, $14,265,000 has been expended, of which our share is $7,133,000.

We are redeveloping PENN1, a 2,543,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. The development cost of this project is estimated to be over $200,000,000, of which $41,872,000 has been expended as of March 31, 2019.

We are in the planning phase to redevelop PENN2, a 1,634,000 square foot office building located on the west side of 7th Avenue between 31st and 33rd Street.

Farley Office and Retail Building and Moynihan Train Hall

Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies ("Related") is developing the Farley Office and Retail Building (the "Project"), which will include approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $800,000,000 (exclusive of a $230,000,000 upfront contribution and net of anticipated historic tax credits). As of March 31, 2019, $207,115,000 has been expended.

The joint venture has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to Accounting Standards Codification 842-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through March 31, 2019 and December 31, 2018 of $550,996,000 and $445,693,000, respectively, are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.


73

Liquidity and Capital Resources - continued

Development and Redevelopment Expenditures for the Three Months Ended March 31, 2019 - continued

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including, in particular, the Penn District.

There can be no assurance that any of our development or redevelopment projects will commence, or if commenced, be completed, or completed on schedule or within budget.

Below is a summary of amounts paid for development and redevelopment expenditures for the three months ended March 31, 2019. These expenditures include interest and debt expense of $23,325,000, payroll of $4,590,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $13,030,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California
Street
 
Other
220 Central Park South
$
54,623

 
$
—

 
$
—

 
$
—

 
$
54,623

Farley Office and Retail Building
51,506

 
51,506

 
—

 
—

 
—

606 Broadway
4,980

 
4,980

 
—

 
—

 
—

PENN1
4,941

 
4,941

 
—

 
—

 
—

345 Montgomery Street
3,250

 
—

 
—

 
3,250

 
—

1535 Broadway
1,031

 
1,031

 
—

 
—

 
—

Other
22,971

 
20,018

 
686

 
1,388

 
879

 
$
143,302

 
$
82,476

 
$
686

 
$
4,638

 
$
55,502


Capital Expenditures for the Three Months Ended March 31, 2018

Below is a summary of amounts paid for capital expenditures and leasing commissions for the three months ended March 31, 2018.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California
Street
Expenditures to maintain assets
$
20,544

 
$
13,593

 
$
2,517

 
$
4,434

Tenant improvements
20,188

 
16,323

 
2,044

 
1,821

Leasing commissions
7,813

 
7,813

 
—

 
—

Recurring tenant improvements, leasing commissions and other capital expenditures
48,545

 
37,729

 
4,561

 
6,255

Non-recurring capital expenditures
10,699

 
7,524

 
—

 
3,175

Total capital expenditures and leasing commissions
$
59,244

 
$
45,253

 
$
4,561

 
$
9,430



Development and Redevelopment Expenditures for the Three Months Ended March 31, 2018

Below is a summary of amounts paid for development and redevelopment expenditures for the three months ended March 31, 2018. These expenditures include interest and debt expense of $14,726,000, payroll of $1,709,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $9,756,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California
Street
 
Other
220 Central Park South
$
75,239

 
$
—

 
$
—

 
$
—

 
$
75,239

606 Broadway
4,791

 
4,791

 
—

 
—

 
—

345 Montgomery Street
2,196

 
—

 
—

 
2,196

 
—

PENN1
926

 
926

 
—

 
—

 
—

Other
3,656

 
3,098

 
265

 
134

 
159

 
$
86,808

 
$
8,815

 
$
265

 
$
2,330

 
$
75,398



74

Liquidity and Capital Resources - continued

Other Commitments and Contingencies

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites or changes in cleanup requirements would not result in significant cost to us.

Our mortgage loans are non-recourse to us, except for the mortgage loan secured by 7 West 34th Street and 435 Seventh Avenue, which we guaranteed and therefore is part of our tax basis. In certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of March 31, 2019, the aggregate dollar amount of these guarantees and master leases is approximately $582,000,000.

As of March 31, 2019, $15,365,000 of letters of credit was outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest rate coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.

A joint venture in which we own a 95.0% ownership interest was designated by ESD, an entity of New York State, to develop the Farley Office and Retail Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.

As of March 31, 2019, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $16,000,000.

As of March 31, 2019, we have construction commitments aggregating approximately $774,000,000.


75



Funds From Operations (“FFO”)

Vornado Realty Trust
FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 19 – Income (Loss) Per Share/Income (Loss) Per Class A Unit, in our consolidated financial statements on page 39 of this Quarterly Report on Form 10-Q.
In accordance with the NAREIT December 2018 restated definition of FFO, we have elected to exclude the mark-to-market adjustments of marketable equity securities from the calculation of FFO. Our FFO for the three months ended March 31, 2018 has been adjusted to exclude the $34,660,000, or $0.17 per share, decrease in fair value of marketable equity securities previously reported.
FFO attributable to common shareholders plus assumed conversions was $247,684,000, or $1.30 per diluted share for the three months ended March 31, 2019, compared to $135,000,000, or $0.71 per diluted share, for the prior year’s three months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.
(Amounts in thousands, except per share amounts)
For the Three Months Ended March 31,
 
2019
 
2018
Reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
 
 
 
Net income (loss) attributable to common shareholders
$
181,488

 
$
(17,841
)
Per diluted share
$
0.95

 
$
(0.09
)
 
 
 
 
FFO adjustments:
 
 
 
Depreciation and amortization of real property
$
108,483

 
$
100,410

Net gain from sale of UE common shares
(62,395
)
 
—

(Increase) decrease in fair value of marketable securities:


 


Lexington
(16,068
)
 
32,875

PREIT
15,649

 
—

Other
(42
)
 
111

Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
 
 
 
Depreciation and amortization of real property
24,990

 
28,106

Net gains on sale of real estate
—

 
(305
)
(Increase) decrease in fair value of marketable securities
(12
)
 
1,674

 
70,605

 
162,871

Noncontrolling interests' share of above adjustments
(4,424
)
 
(10,046
)
FFO adjustments, net
$
66,181

 
$
152,825

 
 
 
 
FFO attributable to common shareholders
$
247,669

 
$
134,984

Convertible preferred share dividends
15

 
16

FFO attributable to common shareholders plus assumed conversions
$
247,684

 
$
135,000

Per diluted share
$
1.30

 
$
0.71

 
 
 
 
Reconciliation of Weighted Average Shares
 
 
 
Weighted average common shares outstanding
190,689

 
190,081

Effect of dilutive securities:
 
 
 
Employee stock options and restricted share awards
271

 
938

Convertible preferred shares
36

 
38

Denominator for FFO per diluted share
190,996

 
191,057


76

Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows:

(Amounts in thousands, except per share and per unit amounts)
2019
 
2018
 
March 31,
Balance
 
Weighted
Average
Interest Rate
 
Effect of 1%
Change In
Base Rates
 
December 31,
Balance
 
Weighted
Average
Interest Rate
Consolidated debt:
 
 
 
 
 
 
 
 
 
Variable rate
$
2,475,508

 
4.04%
 
$
24,755

 
$
3,292,382

 
4.31%
Fixed rate
6,210,526

 
3.65%
 
—

 
6,603,465

 
3.65%
 
$
8,686,034

 
3.76%
 
24,755

 
$
9,895,847

 
3.87%
Pro rata share of debt of non-consolidated entities(1)(2):
 
 
 
 
 
 
 
 
 
Variable rate
$
1,266,752

 
4.10%
 
12,668

 
$
1,237,388

 
4.06%
Fixed rate
1,192,648

 
4.23%
 
—

 
1,382,068

 
4.19%
 
$
2,459,400

 
4.16%
 
12,668

 
$
2,619,456

 
4.13%
Noncontrolling interests' share of consolidated subsidiaries
 
 
 
 
(282
)
 
 
 
 
Total change in annual net income attributable to the Operating Partnership
 
 
 
 
37,141

 
 
 
 
Noncontrolling interests’ share of the Operating Partnership
 
 
 
 
(2,332
)
 

 
 
Total change in annual net income attributable to Vornado
 
 
 
 
$
34,809

 
 
 
 
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit
 
 
 
 
$
0.18

 
 
 
 
Total change in annual net income attributable to Vornado per diluted share
 
 
 
 
$
0.19

 
 
 
 
____________________
(1) As a result of Toys “R” Us (“Toys”) filing a voluntary petition under chapter 11 of the United States Bankruptcy Code, we determined the Company no longer has the ability to exercise significant influence over Toys. Accordingly, we have excluded our share of Toys debt in 2018. The voluntary petition was declared effective in 2019 and our stock was canceled. As a result we no longer hold an investment in Toys.
(2)
Our pro rata share of debt of non-consolidated entities as of March 31, 2019 and December 31, 2018 is net of our $63,409 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.


We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of March 31, 2019, we have an interest rate swap on a $375,000,000 mortgage loan on 888 Seventh Avenue that swapped the rate from LIBOR plus 1.60% (4.09% as of March 31, 2019) to a fixed rate of 3.15% through December 2020; an interest rate swap on a $700,000,000 mortgage loan on 770 Broadway that swapped the rate from LIBOR plus 1.75% (4.23% as of March 31, 2019) to a fixed rate of 2.56% through September 2020; an interest rate swap on a $100,000,000 mortgage loan on 33-00 Northern Boulevard that swapped the rate from LIBOR plus 1.80% (4.30% as of March 31, 2019) to a fixed rate of 4.14% through January 2025; and an interest rate swap on our $750,000,000 unsecured term loan that swapped the rate from LIBOR plus 1.00% (3.50% as of March 31, 2019) to a fixed rate of 3.87% through October 2023.

Fair Value of Debt
 
The estimated fair value of our consolidated debt is calculated based on current market prices and 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. As of March 31, 2019, the estimated fair value of our consolidated debt was $8,713,000,000.

77

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures (Vornado Realty Trust)

Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2019, such disclosure controls and procedures were effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures (Vornado Realty L.P.)

Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2019, such disclosure controls and procedures were effective.

Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


78

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Vornado Realty Trust

None.

Vornado Realty L.P.

During the quarter ended March 31, 2019, we issued 762,145 Class A units in connection with equity awards issued pursuant to Vornado’s omnibus share plan, including with respect to grants of restricted Vornado common shares and restricted units of the Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options, and consideration received included $11,670,545 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
None.

Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.

79

EXHIBIT INDEX
 
Exhibit No.
 
 
 
 
 
—
Second Amended and Restated Revolving Credit Agreement dated as of March 26, 2019, among Vornado Realty L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks.
 
 
—
Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust
 
 
—
Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P.
 
 
—
Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust
 
 
—
Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust
 
 
—
Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.
 
 
—
Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.
 
 
—
Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
 
 
—
Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
 
 
—
Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
 
 
—
Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
 
101.INS
 
—
XBRL Instance Document of Vornado Realty Trust and Vornado Realty L.P. - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
 
101.SCH
 
—
XBRL Taxonomy Extension Schema of Vornado Realty Trust and Vornado Realty L.P.
 
101.CAL
 
—
XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
 
101.DEF
 
—
XBRL Taxonomy Extension Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P.
 
101.LAB
 
—
XBRL Taxonomy Extension Label Linkbase of Vornado Realty Trust and Vornado Realty L.P.
 
101.PRE
 
—
XBRL Taxonomy Extension Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

80

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
VORNADO REALTY TRUST
 
 
(Registrant)
 
 
 
 
 
 
Date: April 29, 2019
By:
/s/ Matthew Iocco
 
 
Matthew Iocco, Chief Accounting Officer (duly
authorized officer and principal accounting officer)

81

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
VORNADO REALTY L.P.
 
 
(Registrant)
 
 
 
 
 
 
Date: April 29, 2019
By:
/s/ Matthew Iocco
 
 
Matthew Iocco, Chief Accounting Officer of Vornado
Realty Trust, sole General Partner of Vornado Realty
L.P. (duly authorized officer and principal accounting
officer)

82