vno2q201610q.htm - Generated by SEC Publisher for SEC Filing  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended:   

June 30, 2016

 

 

Or

 

o

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

(Exact name of registrant as specified in its charter)

 

Maryland

 

22-1657560

(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

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yesx No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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).  Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

x Large Accelerated Filer

 

o     Accelerated Filer

o    Non-Accelerated Filer (Do not check if smaller reporting company)

 

o Smaller Reporting Company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

As of June 30, 2016, 188,825,520 of the registrant’s common shares of beneficial interest are outstanding.

 


 
 
 

 

 

 

 

 

 

PART I.

 

 

Financial Information:

 

Page Number

 

 

 

 

 

 

 

 

 

Item 1.

 

Financial Statements:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets (Unaudited) as of

 

 

 

 

 

 

June 30, 2016 and December 31, 2015

 

3

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Income (Unaudited) for the

 

 

 

 

 

 

Three and Six Months Ended June 30, 2016 and 2015

 

4

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income (Unaudited)

 

 

 

 

 

 

for the Three and Six Months Ended June 30, 2016 and 2015

 

5

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Changes in Equity (Unaudited) for the

 

 

 

 

 

 

Six Months Ended June 30, 2016 and 2015

 

6

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows (Unaudited) for the

 

 

 

 

 

 

Six Months Ended June 30, 2016 and 2015

 

8

 

 

 

 

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

10

 

 

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

32

 

 

 

 

 

 

 

 

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition

 

 

 

 

 

 

and Results of Operations

 

33

 

 

 

 

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

74

 

 

 

 

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

74

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II.

 

 

Other Information:

 

 

 

 

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

75

 

 

 

 

 

 

 

 

 

Item 1A.

 

Risk Factors

 

75

 

 

 

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

75

 

 

 

 

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

75

 

 

 

 

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

75

 

 

 

 

 

 

 

 

 

Item 5.

 

Other Information

 

75

 

 

 

 

 

 

 

 

 

Item 6.

 

Exhibits

 

75

 

 

 

 

 

 

 

SIGNATURES

 

 

 

76

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

 

77

 

 

 

 

 

 

 

2


 
 
PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

 

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

(Amounts in thousands, except share and per share amounts)

 

June 30, 2016

 

December 31, 2015

ASSETS

 

 

 

 

Real estate, at cost:

 

 

 

 

 

 

 

Land

 

$

4,154,201

 

$

4,164,799

 

Buildings and improvements

 

 

12,541,161

 

 

12,582,671

 

Development costs and construction in progress

 

 

1,302,108

 

 

1,226,637

 

Leasehold improvements and equipment

 

 

112,096

 

 

116,030

 

 

Total

 

 

18,109,566

 

 

18,090,137

 

Less accumulated depreciation and amortization

 

 

(3,374,867)

 

 

(3,418,267)

Real estate, net

 

 

14,734,699

 

 

14,671,870

Cash and cash equivalents

 

 

1,644,067

 

 

1,835,707

Restricted cash

 

 

94,628

 

 

107,799

Marketable securities

 

 

194,489

 

 

150,997

Tenant and other receivables, net of allowance for doubtful accounts of $11,260 and $11,908

 

 

95,623

 

 

98,062

Investments in partially owned entities

 

 

1,499,792

 

 

1,550,422

Real estate fund investments

 

 

524,150

 

 

574,761

Receivable arising from the straight-lining of rents, net of allowance of $2,489 and $2,751

 

 

991,953

 

 

931,245

Deferred leasing costs, net of accumulated amortization of $227,015 and $218,239

 

 

462,649

 

 

480,421

Identified intangible assets, net of accumulated amortization of $194,463 and $187,360

 

 

210,010

 

 

227,901

Assets related to discontinued operations

 

 

8,678

 

 

37,020

Other assets

 

 

612,992

 

 

477,088

 

 

 

 

$

21,073,730

 

$

21,143,293

 

 

 

 

 

 

 

 

 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

 

 

 

 

 

 

Mortgages payable, net

 

$

9,746,818

 

$

9,513,713

Senior unsecured notes, net

 

 

844,868

 

 

844,159

Unsecured revolving credit facilities

 

 

115,630

 

 

550,000

Unsecured term loan, net

 

 

371,455

 

 

183,138

Accounts payable and accrued expenses

 

 

480,094

 

 

443,955

Deferred revenue

 

 

314,367

 

 

346,119

Deferred compensation plan

 

 

119,292

 

 

117,475

Liabilities related to discontinued operations

 

 

8,104

 

 

12,470

Other liabilities

 

 

480,030

 

 

426,965

 

Total liabilities

 

 

12,480,658

 

 

12,437,994

Commitments and contingencies

 

 

 

 

 

 

Redeemable noncontrolling interests:

 

 

 

 

 

 

 

Class A units - 12,385,829 and 12,242,820 units outstanding

 

 

1,240,069

 

 

1,223,793

 

Series D cumulative redeemable preferred units - 177,101 units outstanding

 

 

5,428

 

 

5,428

 

 

Total redeemable noncontrolling interests

 

 

1,245,497

 

 

1,229,221

Vornado shareholders' equity:

 

 

 

 

 

 

 

Preferred shares of beneficial interest: no par value per share; authorized 110,000,000

 

 

 

 

 

 

 

 

shares; issued and outstanding 52,676,629 shares

 

 

1,276,954

 

 

1,276,954

 

Common shares of beneficial interest: $.04 par value per share; authorized

 

 

 

 

 

 

 

 

250,000,000 shares; issued and outstanding 188,825,520 and 188,576,853 shares

 

 

7,531

 

 

7,521

 

Additional capital

 

 

7,135,571

 

 

7,132,979

 

Earnings less than distributions

 

 

(1,898,505)

 

 

(1,766,780)

 

Accumulated other comprehensive income

 

 

72,556

 

 

46,921

 

 

Total Vornado shareholders' equity

 

 

6,594,107

 

 

6,697,595

Noncontrolling interests in consolidated subsidiaries

 

 

753,468

 

 

778,483

 

Total equity

 

 

7,347,575

 

 

7,476,078

 

 

 

 

$

21,073,730

 

$

21,143,293

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements (unaudited).

3


 
 
VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands, except per share amounts)

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

June 30,

 

June 30,

 

 

 

 

2016

 

2015

 

2016

 

2015

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property rentals

 

$

527,178

 

$

514,843

 

$

1,046,670

 

$

1,015,117

 

Tenant expense reimbursements

 

 

60,841

 

 

62,215

 

 

120,416

 

 

129,136

 

Fee and other income

 

 

33,689

 

 

39,230

 

 

67,659

 

 

78,837

Total revenues

 

 

621,708

 

 

616,288

 

 

1,234,745

 

 

1,223,090

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

245,138

 

 

242,690

 

 

501,487

 

 

497,183

 

Depreciation and amortization

 

 

141,313

 

 

136,957

 

 

284,270

 

 

261,079

 

General and administrative

 

 

45,564

 

 

39,189

 

 

94,268

 

 

97,681

 

Impairment loss and acquisition and transaction related costs

 

 

2,879

 

 

4,061

 

 

168,186

 

 

6,042

Total expenses

 

 

434,894

 

 

422,897

 

 

1,048,211

 

 

861,985

Operating income

 

 

186,814

 

 

193,391

 

 

186,534

 

 

361,105

Income (loss) from partially owned entities

 

 

642

 

 

(5,641)

 

 

(3,598)

 

 

(8,384)

Income from real estate fund investments

 

 

16,389

 

 

26,368

 

 

27,673

 

 

50,457

Interest and other investment income, net

 

 

10,236

 

 

5,666

 

 

13,754

 

 

16,458

Interest and debt expense

 

 

(105,576)

 

 

(92,092)

 

 

(206,065)

 

 

(183,766)

Net gain on disposition of wholly owned and partially owned assets

 

 

159,511

 

 

-

 

 

160,225

 

 

1,860

Income before income taxes

 

 

268,016

 

 

127,692

 

 

178,523

 

 

237,730

Income tax (expense) benefit

 

 

(2,109)

 

 

88,072

 

 

(4,940)

 

 

87,101

Income from continuing operations

 

 

265,907

 

 

215,764

 

 

173,583

 

 

324,831

Income (loss) from discontinued operations

 

 

2,475

 

 

(364)

 

 

3,191

 

 

15,815

Net income

 

 

268,382

 

 

215,400

 

 

176,774

 

 

340,646

Less net income attributable to noncontrolling interests in:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated subsidiaries

 

 

(13,025)

 

 

(19,186)

 

 

(22,703)

 

 

(35,068)

 

Operating Partnership

 

 

(14,531)

 

 

(10,198)

 

 

(7,044)

 

 

(15,485)

Net income attributable to Vornado

 

 

240,826

 

 

186,016

 

 

147,027

 

 

290,093

Preferred share dividends

 

 

(20,363)

 

 

(20,365)

 

 

(40,727)

 

 

(39,849)

NET INCOME attributable to common shareholders

 

$

220,463

 

$

165,651

 

$

106,300

 

$

250,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME PER COMMON SHARE - BASIC:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, net

 

$

1.16

 

$

0.88

 

$

0.54

 

$

1.25

 

Income from discontinued operations, net

 

 

0.01

 

 

-

 

 

0.02

 

 

0.08

 

Net income per common share

 

$

1.17

 

$

0.88

 

$

0.56

 

$

1.33

 

Weighted average shares outstanding

 

 

188,772

 

 

188,365

 

 

188,715

 

 

188,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME PER COMMON SHARE - DILUTED:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, net

 

$

1.15

 

$

0.87

 

$

0.54

 

$

1.24

 

Income from discontinued operations, net

 

 

0.01

 

 

-

 

 

0.02

 

 

0.08

 

Net income per common share

 

$

1.16

 

$

0.87

 

$

0.56

 

$

1.32

 

Weighted average shares outstanding

 

 

189,885

 

 

189,600

 

 

190,000

 

 

189,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIVIDENDS PER COMMON SHARE

 

$

0.63

 

$

0.63

 

$

1.26

 

$

1.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements (unaudited).

4


 
 
VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

June 30,

 

June 30,

 

 

 

 

2016

 

2015

 

2016

 

2015

Net income

 

$

268,382

 

$

215,400

 

$

176,774

 

$

340,646

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (reduction) in unrealized net gain on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

available-for-sale securities

 

 

28,019

 

 

(25,000)

 

 

39,113

 

 

(46,332)

 

Pro rata share of other comprehensive loss of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

nonconsolidated subsidiaries

 

 

(628)

 

 

(1,191)

 

 

(622)

 

 

(1,034)

 

(Reduction) increase in value of interest rate swaps and other

 

 

(6,976)

 

 

2,848

 

 

(11,171)

 

 

2,077

Comprehensive income

 

 

288,797

 

 

192,057

 

 

204,094

 

 

295,357

Less comprehensive income attributable to noncontrolling interests

 

 

(28,814)

 

 

(28,037)

 

 

(31,432)

 

 

(47,918)

Comprehensive income attributable to Vornado

 

$

259,983

 

$

164,020

 

$

172,662

 

$

247,439

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements (unaudited).

5


 
 
VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings

 

Other

 

Interests in

 

 

 

 

 

 

 

Preferred Shares

 

Common Shares

 

Additional

 

Less Than

 

Comprehensive

 

Consolidated

 

Total

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Distributions

 

Income

 

Subsidiaries

 

Equity

Balance, December 31, 2015

 

 

52,677

 

$

1,276,954

 

 

188,577

 

$

7,521

 

$

7,132,979

 

$

(1,766,780)

 

$

46,921

 

$

778,483

 

$

7,476,078

Net income attributable to Vornado

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

147,027

 

 

-

 

 

-

 

 

147,027

Net income attributable to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

noncontrolling interests in 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

consolidated subsidiaries

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

22,703

 

 

22,703

Dividends on common shares

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(237,832)

 

 

-

 

 

-

 

 

(237,832)

Dividends on preferred shares

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(40,727)

 

 

-

 

 

-

 

 

(40,727)

Common shares issued:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Upon redemption of Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 units, at redemption value

 

 

-

 

 

-

 

 

195

 

 

8

 

 

18,200

 

 

-

 

 

-

 

 

-

 

 

18,208

 

Under employees' share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

option plan

 

 

-

 

 

-

 

 

38

 

 

1

 

 

3,092

 

 

-

 

 

-

 

 

-

 

 

3,093

 

Under dividend reinvestment plan

 

 

-

 

 

-

 

 

8

 

 

-

 

 

717

 

 

-

 

 

-

 

 

-

 

 

717

Contributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

19,674

 

 

19,674

Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate fund investments

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(56,533)

 

 

(56,533)

 

Other

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(10,970)

 

 

(10,970)

Deferred compensation shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and options

 

 

-

 

 

-

 

 

7

 

 

1

 

 

953

 

 

(186)

 

 

-

 

 

-

 

 

768

Increase in unrealized net gain on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

available-for-sale securities

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

39,113

 

 

-

 

 

39,113

Pro rata share of other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

comprehensive loss of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

nonconsolidated subsidiaries

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(622)

 

 

-

 

 

(622)

Reduction in value of interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

rate swaps

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(11,170)

 

 

-

 

 

(11,170)

Adjustments to carry redeemable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A units at redemption value

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(20,369)

 

 

-

 

 

-

 

 

-

 

 

(20,369)

Redeemable noncontrolling interests'

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

share of above adjustments

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1,685)

 

 

-

 

 

(1,685)

Other

 

 

-

 

 

-

 

 

1

 

 

-

 

 

(1)

 

 

(7)

 

 

(1)

 

 

111

 

 

102

Balance, June 30, 2016

 

 

52,677

 

$

1,276,954

 

 

188,826

 

$

7,531

 

$

7,135,571

 

$

(1,898,505)

 

$

72,556

 

$

753,468

 

$

7,347,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements (unaudited).

6


 
 
VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings

 

Other

 

Interests in

 

 

 

 

 

 

 

Preferred Shares

 

Common Shares

 

Additional

 

Less Than

 

Comprehensive

 

Consolidated

 

Total

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Distributions

 

Income

 

Subsidiaries

 

Equity

Balance, December 31, 2014

 

 

52,679

 

$

1,277,026

 

 

187,887

 

$

7,493

 

$

6,873,025

 

$

(1,505,385)

 

$

93,267

 

$

743,956

 

$

7,489,382

Net income attributable to Vornado

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

290,093

 

 

-

 

 

-

 

 

290,093

Net income attributable to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

noncontrolling interests in 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

consolidated subsidiaries

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

35,068

 

 

35,068

Distribution of Urban Edge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Properties

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(464,262)

 

 

-

 

 

(341)

 

 

(464,603)

Dividends on common shares

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(237,160)

 

 

-

 

 

-

 

 

(237,160)

Dividends on preferred shares

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(39,849)

 

 

-

 

 

-

 

 

(39,849)

Common shares issued:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Upon redemption of Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 units, at redemption value

 

 

-

 

 

-

 

 

400

 

 

16

 

 

43,262

 

 

-

 

 

-

 

 

-

 

 

43,278

 

Under employees' share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

option plan

 

 

-

 

 

-

 

 

195

 

 

7

 

 

12,972

 

 

(2,579)

 

 

-

 

 

-

 

 

10,400

 

Under dividend reinvestment plan

 

 

-

 

 

-

 

 

7

 

 

-

 

 

701

 

 

-

 

 

-

 

 

-

 

 

701

Contributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate fund investments

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

51,725

 

 

51,725

Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate fund investments

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(62,495)

 

 

(62,495)

 

Other

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(255)

 

 

(255)

Conversion of Series A preferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

shares to common shares

 

 

(1)

 

 

(16)

 

 

1

 

 

-

 

 

16

 

 

-

 

 

-

 

 

-

 

 

-

Deferred compensation shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and options

 

 

-

 

 

-

 

 

7

 

 

1

 

 

1,653

 

 

(359)

 

 

-

 

 

-

 

 

1,295

Reduction in unrealized net gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on available-for-sale securities

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(46,332)

 

 

-

 

 

(46,332)

Pro rata share of other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

comprehensive loss of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

nonconsolidated subsidiaries

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(1,034)

 

 

-

 

 

(1,034)

Increase in value of interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

rate swap

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

2,073

 

 

-

 

 

2,073

Adjustments to carry redeemable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A units at redemption value

 

 

-

 

 

-

 

 

-

 

 

-

 

 

229,521

 

 

-

 

 

-

 

 

-

 

 

229,521

Redeemable noncontrolling interests'

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

share of above adjustments

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

2,635

 

 

-

 

 

2,635

Other

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

955

 

 

4

 

 

(92)

 

 

867

Balance, June 30, 2015

 

 

52,678

 

$

1,277,010

 

 

188,497

 

$

7,517

 

$

7,161,150

 

$

(1,958,546)

 

$

50,613

 

$

767,566

 

$

7,305,310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements (unaudited).

7


 
 
VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the Six Months Ended June 30,

 

 

 

 

2016

 

2015

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$

176,774

 

$

340,646

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization (including amortization of deferred financing costs)

 

 

299,541

 

 

272,942

 

Real estate impairment losses

 

 

160,700

 

 

256

 

Net gain on disposition of wholly owned and partially owned assets

 

 

(160,225)

 

 

(1,860)

 

Straight-lining of rental income

 

 

(83,883)

 

 

(64,121)

 

Return of capital from real estate fund investments

 

 

71,888

 

 

83,443

 

Distributions of income from partially owned entities

 

 

46,500

 

 

37,821

 

Amortization of below-market leases, net

 

 

(29,811)

 

 

(26,132)

 

Other non-cash adjustments

 

 

23,049

 

 

26,569

 

Net realized and unrealized gains on real estate fund investments

 

 

(21,277)

 

 

(41,857)

 

Loss from partially owned entities

 

 

3,598

 

 

7,636

 

Net gains on sale of real estate and other

 

 

(2,210)

 

 

(32,243)

 

Reversal of allowance for deferred tax assets

 

 

-

 

 

(90,030)

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Real estate fund investments

 

 

-

 

 

(95,000)

 

 

Tenant and other receivables, net

 

 

2,358

 

 

(5,051)

 

 

Prepaid assets

 

 

(131,927)

 

 

(138,473)

 

 

Other assets

 

 

(29,303)

 

 

(46,858)

 

 

Accounts payable and accrued expenses

 

 

6,634

 

 

(26,440)

 

 

Other liabilities

 

 

(9,113)

 

 

(16,632)

Net cash provided by operating activities

 

 

323,293

 

 

184,616

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

Development costs and construction in progress

 

 

(277,214)

 

 

(200,970)

 

Additions to real estate

 

 

(170,265)

 

 

(137,528)

 

Proceeds from sales of real estate and related investments

 

 

130,249

 

 

334,725

 

Investments in partially owned entities

 

 

(90,659)

 

 

(137,465)

 

Distributions of capital from partially owned entities

 

 

87,977

 

 

29,666

 

Acquisitions of real estate and other

 

 

(46,807)

 

 

(381,001)

 

Net deconsolidation of 7 West 34th Street

 

 

(42,000)

 

 

-

 

Investments in loans receivable and other

 

 

(11,700)

 

 

(23,919)

 

Restricted cash

 

 

(7,483)

 

 

25,118

 

Purchases of marketable securities

 

 

(4,379)

 

 

-

 

Proceeds from sales and repayments of mortgage and mezzanine loans receivable and other

 

 

22

 

 

16,772

Net cash used in investing activities

 

 

(432,259)

 

 

(474,602)

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements (unaudited).

 

 

 

 

 

 

 

 

 

8


 
 
VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the Six Months Ended June 30,

 

 

 

 

 

2016

 

2015

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Proceeds from borrowings

 

$

1,325,246

 

$

1,746,460

 

Repayments of borrowings

 

 

(1,032,115)

 

 

(1,607,574)

 

Dividends paid on common shares

 

 

(237,832)

 

 

(237,160)

 

Distributions to noncontrolling interests

 

 

(83,266)

 

 

(77,447)

 

Dividends paid on preferred shares

 

 

(40,727)

 

 

(39,849)

 

Debt issuance and other costs

 

 

(29,478)

 

 

(14,053)

 

Contributions from noncontrolling interests

 

 

11,874

 

 

51,725

 

Proceeds received from exercise of employee share options

 

 

3,810

 

 

13,683

 

Repurchase of shares related to stock compensation agreements and related

 

 

 

 

 

 

 

 

tax withholdings and other

 

 

(186)

 

 

(2,939)

 

Cash included in the spin-off of Urban Edge Properties

 

 

-

 

 

(225,000)

Net cash used in financing activities

 

 

(82,674)

 

 

(392,154)

Net decrease in cash and cash equivalents

 

 

(191,640)

 

 

(682,140)

Cash and cash equivalents at beginning of period

 

 

1,835,707

 

 

1,198,477

Cash and cash equivalents at end of period

 

$

1,644,067

 

$

516,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

Cash payments for interest, excluding capitalized interest of $13,918 and $17,550

 

$

181,432

 

$

178,461

 

Cash payments for income taxes

 

$

5,003

 

$

6,584

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

Write-off of fully depreciated assets

 

$

(220,654)

 

$

(81,027)

 

Accrued capital expenditures included in accounts payable and accrued expenses

 

 

144,079

 

 

70,672

 

Change in unrealized net gain (loss) on securities available-for-sale

 

 

39,113

 

 

(46,332)

 

Adjustments to carry redeemable Class A units at redemption value

 

 

(20,369)

 

 

229,521

 

Decrease in assets and liabilities resulting from the deconsolidation of investments

 

 

 

 

 

 

 

 

that were previously consolidated

 

 

 

 

 

 

 

 

 

Real estate, net

 

 

(122,047)

 

 

-

 

 

 

Mortgages payable, net

 

 

(290,418)

 

 

-

 

Non-cash distribution of Urban Edge Properties:

 

 

 

 

 

 

 

 

 

Assets

 

 

-

 

 

1,722,263

 

 

 

Liabilities

 

 

-

 

 

(1,482,660)

 

 

 

Equity

 

 

-

 

 

(239,603)

 

Transfer of interest in real estate to Pennsylvania Real Estate Investment Trust

 

 

-

 

 

(145,313)

 

Financing assumed in acquisitions

 

 

-

 

 

62,000

 

Like-kind exchange of real estate:

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

46,698

 

 

62,355

 

 

 

Dispositions

 

 

(29,639)

 

 

(38,822)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements (unaudited).

 

9


 
 

VORNADO REALTY TRUST

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 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 93.6% of the common limited partnership interest in, the Operating Partnership at June 30, 2016.  All references to “we,” “us,” “our,” the “Company” and “Vornado” refer to Vornado Realty Trust and its consolidated subsidiaries, including the Operating Partnership.

 

2.    Basis of Presentation

 

The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and its consolidated subsidiaries, including the Operating Partnership.  All inter-company amounts have been eliminated. In our opinion, 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, as amended, for the year ended December 31, 2015, 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 and six months ended June 30, 2016 are not necessarily indicative of the operating results for the full year.   

 

3.    Recently Issued Accounting Literature

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update ("ASU 2014-09") establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).  ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance.  ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures.  In August 2015, the FASB issued an update (“ASU 2015-14”) to ASC 606, Deferral of the Effective Date, which defers the adoption of ASU 2014-09 to interim and annual reporting periods in fiscal years that begin after December 15, 2017.  In March 2016, the FASB issued an update (“ASU 2016-08”) to ASC 606, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard pursuant to ASU 2014-09.  In April 2016, the FASB issued an update (“ASU 2016-10”) to ASC 606, Identifying Performance Obligations and Licensing, which clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in ASU 2014-09.  In May 2016, the FASB issued an update (“ASU 2016-12”) to ASC 606, Narrow-Scope Improvements and Practical Expedients, which amends certain aspects of the new revenue recognition standard pursuant to ASU 2014-09.  We are currently evaluating the impact of the adoption of these ASUs on our consolidated financial statements.

 

In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation (“ASC 718”).  ASU 2014-12 requires an entity to treat performance targets that can be met after the requisite service period of a share based award has ended, as a performance condition that affects vesting.  ASU 2014-12 is effective for interim and annual reporting periods in fiscal years that began after December 15, 2015.  The adoption of this update as of January 1, 2016, did not have any impact on our consolidated financial statements.

 

10


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

3.    Recently Issued Accounting Literature - continued

In February 2015, the FASB issued an update (“ASU 2015-02”) Amendments to the Consolidation Analysisto ASC Topic 810, Consolidation.  ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities.  Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provide a scope exception for certain entities.  ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015.  The adoption of this update on January 1, 2016 resulted in the identification of additional VIEs, but did not have an impact on our consolidated financial statements other than additional disclosures(see Note 13 - Variable Interest Entities).

 

In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASC Topic 825, Financial Instruments.  ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income.  ASU 2016-01 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017.  We are currently evaluating the impact of the adoption of ASU 2016-01 on our consolidated financial statements.

 

In February 2016, the FASB issued (“ASU 2016-02”) Leases, 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 dual 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 and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases.  Lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases.  The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance.  ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted.  We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

 

In March 2016, the FASB issued an update (“ASU 2016-09”) Improvements to Employee Share-Based Payment Accounting to ASC 718.  ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  ASU 2016-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017.  We are currently evaluating the impact of the adoption of ASU 2016-09 on our consolidated financial statements.

 

4.    Acquisitions

 

On May 20, 2016, we contributed $19,650,000 for a 50.0% equity interest in a joint venture that will develop a 33,000 square foot office and retail building, located on Houston Street in Manhattan.  The development cost of this project is estimated to be approximately $104,000,000.  At closing, the joint venture obtained a $65,000,000 construction loan, of which approximately $22,100,000 was outstanding at June 30, 2016.  The loan, which bears interest at LIBOR plus 3.00% (3.47% at June 30, 2016), matures in May 2019 with two one-year extension options.  Because this joint venture is a VIE and we determined we are the primary beneficiary, we consolidate the accounts of this joint venture from the date of our investment.

11


 
 

VORNADO REALTY TRUST

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”), which has an eight-year term and a three-year investment period that ended in July 2013. During the investment period, the Fund was our exclusive investment vehicle for all investments that fit within its investment parameters, as defined.  The Fund is accounted for under ASC 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 Crowne Plaza Times Square Hotel Co-Investment (the “Co-Investment”), which owns a 24.7% interest in the Crowne Plaza Times Square Hotel.  The Fund owns the remaining 75.3% interest.  The Co-Investment is also accounted for under ASC 946.  We consolidate the accounts of the Co-Investment into our consolidated financial statements, retaining the fair value basis of accounting.

 

At June 30, 2016, we had six real estate fund investments with an aggregate fair value of $524,150,000, or $215,215,000 in excess of cost, and had remaining unfunded commitments of $117,907,000, of which our share was $34,522,000.  Below is a summary of income from the Fund and the Co-Investment for the three and six months ended June 30, 2016 and 2015.

 

(Amounts in thousands)

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

June 30,

 

June 30,

 

 

 

 

2016

 

2015

 

2016

 

2015

Net investment income

 

$

1,723

 

$

2,150

 

$

6,396

 

$

8,600

Net realized gains on exited investments

 

 

-

 

 

886

 

 

14,676

 

 

25,591

Previously recorded unrealized gain on exited investment

 

 

-

 

 

-

 

 

(14,254)

 

 

(23,279)

Net unrealized gains on held investments

 

 

14,666

 

 

23,332

 

 

20,855

 

 

39,545

Income from real estate fund investments

 

 

16,389

 

 

26,368

 

 

27,673

 

 

50,457

Less income attributable to noncontrolling interests

 

 

(8,845)

 

 

(15,872)

 

 

(14,818)

 

 

(29,411)

Income from real estate fund investments attributable to Vornado (1)

 

$

7,544

 

$

10,496

 

$

12,855

 

$

21,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excludes management, leasing and development fees of $935 and $633 for the three months ended June 30, 2016 and 2015, respectively, and $1,695 and $1,337 for the six months ended June 30, 2016 and 2015, respectively, which are included as a component of "fee and other income" in our consolidated statements of income.

 

6.    Marketable Securities

 

Below is a summary of our marketable securities portfolio as of June 30, 2016 and December 31, 2015.

 

(Amounts in thousands)

As of June 30, 2016

 

As of December 31, 2015

 

 

 

 

 

GAAP

 

Unrealized

 

 

 

 

GAAP

 

Unrealized

 

 

Fair Value

 

Cost

 

Gain

 

Fair Value

 

Cost

 

Gain

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lexington Realty Trust

$

186,721

 

$

72,549

 

$

114,172

 

$

147,752

 

$

72,549

 

$

75,203

 

Other

 

7,768

 

 

4,379

 

 

3,389

 

 

3,245

 

 

-

 

 

3,245

 

 

$

194,489

 

$

76,928

 

$

117,561

 

$

150,997

 

$

72,549

 

$

78,448

12


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

7.    Investments in Partially Owned Entities

 

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

As of June 30, 2016, we own 1,654,068 Alexander’s common shares, representing a 32.4% interest in Alexander’s.  We account for our investment in Alexander’s under the equity method.  We manage, lease and develop Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.

As of June 30, 2016, the market value (“fair value” pursuant to ASC Topic 820, Fair Value Measurements (“ASC 820”)) of our investment in Alexander’s, based on Alexander’s June 30, 2016 closing share price of $409.23, was $676,894,000, or $547,099,000 in excess of the carrying amount on our consolidated balance sheet.  As of June 30, 2016, 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 $39,786,000.  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)

 

As of June 30, 2016, we own 5,717,184 UE operating partnership units, representing a 5.4% ownership interest in UE.  We account for our investment in UE under the equity method and record our share of UE’s net income or loss on a one-quarter lag basis.  During 2015, we provided transition services to UE, primarily for information technology, human resources, tax and financial planning.  In 2016, we continue to provide UE information technology support.  UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, and (ii) our affiliate, Alexander’s, Rego Park retail assets.  As of June 30, 2016, the fair value of our investment in UE, based on UE’s June 30, 2016 closing share price of $29.86, was $170,715,000, or $146,847,000 in excess of the carrying amount on our consolidated balance sheet.

 

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

 

As of June 30, 2016, we own 6,250,000 PREIT operating partnership units, representing an 8.0% interest in PREIT.  We account for our investment in PREIT under the equity method and record our share of PREIT’s net income or loss on a one-quarter lag basis.  As of June 30, 2016, the fair value of our investment in PREIT, based on PREIT’s June 30, 2016 closing share price of $21.45, was $134,063,000, or $8,241,000 in excess of the carrying amount on our consolidated balance sheet.  As of June 30, 2016, the carrying amount of our investment in PREIT exceeds our share of the equity in the net assets of PREIT by approximately $64,712,000.  The majority of this basis difference resulted from the excess of the fair value of the PREIT operating units received over our share of the book value of PREIT’s net assets.  Substantially all of this basis difference was allocated, based on our estimates of the fair values of PREIT’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 PREIT’s net loss.  The basis difference related to the land will be recognized upon disposition of our investment.

 

One Park Avenue

 

On March 7, 2016, the joint venture in which we have a 55% ownership interest, completed a $300,000,000 refinancing of One Park Avenue, a 947,000 square foot Manhattan office building.  The loan matures in March 2021 and is interest only at LIBOR plus 1.75% (2.21% at June 30, 2016).  The property was previously encumbered by a 4.995%, $250,000,000 mortgage which matured in March 2016.

 

Mezzanine Loan – New York

 

On March 17, 2016, we entered into a joint venture, in which we own a 33.3% interest, which owns a $142,050,000 mezzanine loan.  The interest rate is LIBOR plus 8.875% (9.32% at June 30, 2016) and the debt matures in November 2016, with two three-month extension options.  At June 30, 2016, the joint venture has a $7,950,000 remaining commitment, of which our share is $2,650,000.  The joint venture’s investment is subordinate to $350,000,000 of third party debt.  We account for our investment in the joint venture under the equity method.

13


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

7.    Investments in Partially Owned Entities – continued

 

The Warner Building

 

On May 6, 2016, the joint venture in which we have a 55% ownership interest, completed a $273,000,000 refinancing of The Warner Building, a 621,000 square foot Washington, DC office building.  The loan matures in June 2023, has a fixed rate of 3.65%, is interest only for the first two years and amortizes based on a 30-year schedule beginning in year three. The property was previously encumbered by a 6.26%, $293,000,000 mortgage which matured in May 2016.

 

280 Park Avenue

 

On May 11, 2016, the joint venture in which we have a 50% ownership interest, completed a $900,000,000 refinancing of 280 Park Avenue, a 1,250,000 square foot Manhattan office building.  The three-year loan with four one-year extensions is interest only at LIBOR plus 2.00%, (2.45% at June 30, 2016).  The property was previously encumbered by a 6.35%, $721,000,000 mortgage which was scheduled to mature in June 2016.

 

7 West 34th Street

 

On May 16, 2016, we completed a $300,000,000 recourse financing of 7 West 34th Street, a 477,000 square foot Manhattan office building leased to Amazon.  The ten-year loan is interest only at a fixed rate of 3.65% and matures in June 2026.  Subsequently, on May 27, 2016, we sold a 47% ownership interest in this property and retained the remaining 53% interest.  This transaction was based on a property value of approximately $561,000,000 or $1,176 per square foot.  We received net proceeds of $127,382,000 from the sale and realized a net gain of $203,324,000, of which $159,511,000 is recognized this quarter and is included in “net gain on disposition of wholly owned and partially owned assets” in our consolidated statements of income.  The remaining net gain of $43,813,000 has been deferred until our guarantee of payment of loan principal and interest has been removed or the loan has been repaid.   We realized a net tax gain of $90,017,000.  We continue to manage and lease the property.  We share control over major decisions with our joint venture partner.  Accordingly, this property is accounted for under the equity method from the date of sale.

14


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

7.    Investments in Partially Owned Entities – continued

Below are schedules summarizing our investments in, and income (loss) from, partially owned entities.

(Amounts in thousands)

 

Percentage

 

 

 

 

 

 

Ownership at

 

Balance as of

 

 

 

 

June 30, 2016

 

June 30, 2016

 

December 31, 2015

Investments: 

 

 

 

 

 

 

 

 

 

 

 

Partially owned office buildings (1)

 

 

 

Various

 

$

811,984

 

$

909,782

 

Alexander’s

 

 

 

32.4%

 

 

129,795

 

 

133,568

 

PREIT

 

 

 

8.0%

 

 

125,822

 

 

133,375

 

India real estate ventures

 

 

 

4.1%-36.5%

 

 

45,139

 

 

48,310

 

UE

 

 

 

5.4%

 

 

23,868

 

 

25,351

 

Other investments (2)

 

 

 

Various

 

 

363,184

 

 

300,036

 

 

 

 

 

 

 

 

$

1,499,792

 

$

1,550,422

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7 West 34th Street (3)

 

 

 

53.0%

 

$

(43,160)

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 512 West 22nd Street and others.

(2)

Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street, Toys "R" Us, Inc. (which has a carrying amount of zero) and others.

(3)

Our negative basis results from a $43,813 deferred gain from the sale of a 47.0% ownership interest in the property and is included in "other liabilities" on our consolidated balance sheet.

 

(Amounts in thousands)

Percentage

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

 

Ownership at

 

June 30,

 

June 30,

 

 

 

 

 

June 30, 2016

 

2016

 

2015

 

2016

 

2015

Our Share of Net Income (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alexander's (see page 13 for details):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net income

 

32.4%

 

$

6,812

 

$

5,447

 

$

13,749

 

$

11,041

 

 

 

Management, leasing and development fees

 

 

 

 

1,688

 

 

1,876

 

 

3,413

 

 

3,973

 

 

 

 

 

 

 

 

 

8,500

 

 

7,323

 

 

17,162

 

 

15,014

 

 

UE (see page 13 for details):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net earnings

 

5.4%

 

 

1,071

 

 

404

 

 

1,947

 

 

404

 

 

 

Management fees

 

 

 

 

209

 

 

500

 

 

418

 

 

1,084

 

 

 

 

 

 

 

 

 

1,280

 

 

904

 

 

2,365

 

 

1,488

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partially owned office buildings (1)

 

Various

 

 

(12,462)

 

 

(3,238)

 

 

(26,711)

 

 

(12,534)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

India real estate ventures

 

4.1%-36.5%

 

 

(1,934)

 

 

(16,567)

 

 

(2,620)

 

 

(16,676)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PREIT (see page 13 for details)

 

8.0%

 

 

(527)

 

 

(364)

 

 

(4,815)

 

 

(364)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other investments (2)

 

Various

 

 

5,785

 

 

6,301

 

 

11,021

 

 

4,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

642

 

$

(5,641)

 

$

(3,598)

 

$

(8,384)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street and others.  In 2015, we recognized our $5,387 share of a write-off of a below market lease liability related to a tenant vacating at 650 Madison.

(2)

Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street, Toys "R" Us, Inc. and others.

15


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

8.    Dispositions

 

Discontinued Operations

 

The tables below set forth the assets and liabilities related to discontinued operations at June 30, 2016 and December 31, 2015 and their combined results of operations and cash flows for the three and six months ended June 30, 2016 and 2015.

 

(Amounts in thousands)

 

 

 

 

 

 

 

Balance as of

 

 

 

 

 

 

 

 

 

June 30, 2016

 

December 31, 2015

Assets related to discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate, net

 

 

 

 

 

 

 

$

3,111

 

$

29,561

Other assets

 

 

 

 

 

 

 

 

5,567

 

 

7,459

 

 

 

 

 

 

 

 

$

8,678

 

$

37,020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities related to discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

 

 

$

8,104

 

$

12,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

2016

 

2015

 

2016

 

2015

Income (loss) from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

947

 

$

1,983

 

$

2,129

 

$

22,279

Total expenses

 

 

682

 

 

2,020

 

 

1,148

 

 

15,393

 

 

 

265

 

 

(37)

 

 

981

 

 

6,886

Net gains on sale of real estate

 

 

2,210

 

 

-

 

 

2,210

 

 

10,867

UE spin-off transaction related costs

 

 

-

 

 

(327)

 

 

-

 

 

(22,972)

Net gain on sale of lease position in Geary Street, CA

 

 

-

 

 

-

 

 

-

 

 

21,376

Impairment losses

 

 

-

 

 

-

 

 

-

 

 

(256)

Pretax income from discontinued operations

 

 

2,475

 

 

(364)

 

 

3,191

 

 

15,901

Income tax expense

 

 

-

 

 

-

 

 

-

 

 

(86)

Income (loss) from discontinued operations

 

$

2,475

 

$

(364)

 

$

3,191

 

$

15,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

 

 

For the Six Months Ended June 30,

 

 

 

 

 

 

 

2016

 

2015

Cash flows related to discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

$

(4,685)

 

$

(35,738)

Cash flows from investing activities

 

 

 

 

 

 

 

 

-

 

 

310,069

16


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

9.    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 June 30, 2016 and December 31, 2015.

 

 

(Amounts in thousands)

 Balance as of

 

 

 

June 30, 2016

 

December 31, 2015

 

 

Identified intangible assets:

 

 

 

 

 

 

 

Gross amount

$

404,473

 

$

415,261

 

 

Accumulated amortization

 

(194,463)

 

 

(187,360)

 

 

Net

$

210,010

 

$

227,901

 

 

Identified intangible liabilities (included in deferred revenue):

 

 

 

 

 

 

 

Gross amount

$

600,722

 

$

643,488

 

 

Accumulated amortization

 

(311,197)

 

 

(325,340)

 

 

Net

$

289,525

 

$

318,148

 

 

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $12,301,000 and $13,378,000 for the three months ended June 30, 2016 and 2015, respectively, and $29,808,000 and $25,828,000 for the six months ended June 30, 2016 and 2015, 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, 2017 is as follows:

 

 

(Amounts in thousands)

 

 

 

 

2017

$

45,361

 

 

2018

 

44,101

 

 

2019

 

31,937

 

 

2020

 

23,365

 

 

2021

 

18,287

 

 

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $8,066,000 and $5,309,000 for the three months ended June 30, 2016 and 2015, respectively, and $15,859,000 and $11,494,000 for the six months ended June 30, 2016 and 2015, respectively.  Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2017 is as follows:

 

 

(Amounts in thousands)

 

 

 

 

2017

$

24,795

 

 

2018

 

20,541

 

 

2019

 

16,202

 

 

2020

 

12,404

 

 

2021

 

11,032

 

 

We are a tenant under ground leases for certain properties.  Amortization of these acquired below-market leases, net of above-market leases, resulted in an increase to rent expense of $458,000 and $458,000 for the three months ended June 30, 2016 and 2015, respectively, and $916,000 and $916,000 for the six months ended June 30, 2016 and 2015.  Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five succeeding years commencing January 1, 2017 is as follows:

 

 

(Amounts in thousands)

 

 

 

 

2017

$

1,832

 

 

2018

 

1,832

 

 

2019

 

1,832

 

 

2020

 

1,832

 

 

2021

 

1,832

 

17


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

10.    Debt

 

On February 8, 2016, we completed a $700,000,000 refinancing of 770 Broadway, a 1,158,000 square foot Manhattan office building.  The five-year loan is interest only at LIBOR plus 1.75%, (2.21% at June 30, 2016) which was swapped for four and a half years to a fixed rate of 2.56%.  The Company realized net proceeds of approximately $330,000,000.  The property was previously encumbered by a 5.65%, $353,000,000 mortgage which matured in March 2016.

 

On March 15, 2016, we notified the servicer of the $678,000,000 mortgage loan on the Skyline properties in Virginia that cash flow will be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls.  Accordingly, at our request, the loan has been transferred to the special servicer. Consequently, based on our shortened estimated holding period for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a $160,700,000 non-cash impairment loss in the first quarter of 2016.  The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including a capitalization rate of 8.0% and a discount rate of 8.2%.  In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments.  Pursuant to the loan agreement, the loan is in default, causing the loan to be immediately due and payable, and is subject to incremental default interest which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid. For the three and six months ended June 30, 2016, we accrued $2,711,000 of default interest expense.  We continue to negotiate with the special servicer.  There can be no assurance as to the timing or ultimate resolution of this matter.

 

The following is a summary of our debt:

 

(Amounts in thousands)

Interest Rate at

 

Balance at

 

 

 

 

 

June 30, 2016

 

June 30, 2016

 

December 31, 2015

Mortgages Payable:

 

 

 

 

 

 

 

 

 

Fixed rate

 

4.17%

 

$

6,571,398

 

$

6,356,634

 

Variable rate

 

2.28%

 

 

3,281,935

 

 

3,258,204

 

 

Total

 

 

 

3.54%

 

 

9,853,333

 

 

9,614,838

 

Deferred financing costs, net and other

 

 

 

 

(106,515)

 

 

(101,125)

 

 

Total, net

 

 

 

 

 

$

9,746,818

 

$

9,513,713

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured Debt:

 

 

 

 

 

 

 

 

 

Senior unsecured notes

 

3.68%

 

$

850,000

 

$

850,000

 

Deferred financing costs, net and other

 

 

 

 

(5,132)

 

 

(5,841)

 

 

Senior unsecured notes, net

 

 

 

 

844,868

 

 

844,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured term loan

 

1.61%

 

 

375,000

 

 

187,500

 

Deferred financing costs, net and other

 

 

 

 

(3,545)

 

 

(4,362)

 

 

Unsecured term loan, net

 

 

 

 

371,455

 

 

183,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured revolving credit facilities

 

1.51%

 

 

115,630

 

 

550,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total, net

 

 

 

 

 

$

1,331,953

 

$

1,577,297

18


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

11.    Redeemable Noncontrolling Interests

 

Redeemable noncontrolling interests on our consolidated balance sheets are comprised primarily 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 our consolidated statements of changes in equity.  Below is a table summarizing the activity of redeemable noncontrolling interests.

 

 

(Amounts in thousands)

 

 

 

 

Balance at December 31, 2014

$

1,337,780

 

 

Net income

 

15,485

 

 

Other comprehensive loss

 

(2,635)

 

 

Distributions

 

(14,734)

 

 

Redemption of Class A units for common shares, at redemption value

 

(43,278)

 

 

Adjustments to carry redeemable Class A units at redemption value

 

(229,521)

 

 

Issuance of Series D-17 Preferred Units

 

4,427

 

 

Other, net

 

25,370

 

 

Balance at June 30, 2015

$

1,092,894

 

 

 

 

 

 

 

Balance at December 31, 2015

$

1,229,221

 

 

Net income

 

7,044

 

 

Other comprehensive income

 

1,685

 

 

Distributions

 

(15,763)

 

 

Redemption of Class A units for common shares, at redemption value

 

(18,208)

 

 

Adjustments to carry redeemable Class A units at redemption value

 

20,369

 

 

Other, net

 

21,149

 

 

Balance at June 30, 2016

$

1,245,497

 

 

As of June 30, 2016 and December 31, 2015, the aggregate redemption value of redeemable Class A units was $1,240,069,000 and $1,223,793,000, respectively. 

 

Redeemable noncontrolling interests 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 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 June 30, 2016 and December 31, 2015.    Changes in the value from period to period, if any, are charged to “interest and debt expense” in our consolidated statements of income. 

19


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

12.    Accumulated Other Comprehensive Income (“AOCI”)

 

The following tables set forth the changes in accumulated other comprehensive income by component.

 

(Amounts in thousands)

 

 

 

Securities

 

Pro rata share of

 

Interest

 

 

 

 

 

 

available-

 

nonconsolidated

 

rate

 

 

 

 

Total

 

for-sale

 

subsidiaries' OCI

 

swaps

 

Other

For the Three Months Ended June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2016

 

$

53,399

 

$

89,542

 

$

(9,313)

 

$

(23,563)

 

$

(3,267)

 

OCI before reclassifications

 

 

19,157

 

 

28,019

 

 

(628)

 

 

(6,975)

 

 

(1,259)

 

Amounts reclassified from AOCI

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

Net current period OCI

 

 

19,157

 

 

28,019

 

 

(628)

 

 

(6,975)

 

 

(1,259)

Balance as of June 30, 2016

 

$

72,556

 

$

117,561

 

$

(9,941)

 

$

(30,538)

 

$

(4,526)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2015

 

$

72,609

 

$

112,442

 

$

(8,835)

 

$

(26,579)

 

$

(4,419)

 

OCI before reclassifications

 

 

(21,996)

 

 

(25,000)

 

 

(1,191)

 

 

2,849

 

 

1,346

 

Amounts reclassified from AOCI

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

Net current period OCI

 

 

(21,996)

 

 

(25,000)

 

 

(1,191)

 

 

2,849

 

 

1,346

Balance as of June 30, 2015

 

$

50,613

 

$

87,442

 

$

(10,026)

 

$

(23,730)

 

$

(3,073)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2015

 

$

46,921

 

$

78,448

 

$

(9,319)

 

$

(19,368)

 

$

(2,840)

 

OCI before reclassifications

 

 

25,635

 

 

39,113

 

 

(622)

 

 

(11,170)

 

 

(1,686)

 

Amounts reclassified from AOCI

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

Net current period OCI

 

 

25,635

 

 

39,113

 

 

(622)

 

 

(11,170)

 

 

(1,686)

Balance as of June 30, 2016

 

$

72,556

 

$

117,561

 

$

(9,941)

 

$

(30,538)

 

$

(4,526)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2014

 

$

93,267

 

$

133,774

 

$

(8,992)

 

$

(25,803)

 

$

(5,712)

 

OCI before reclassifications

 

 

(42,654)

 

 

(46,332)

 

 

(1,034)

 

 

2,073

 

 

2,639

 

Amounts reclassified from AOCI

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

Net current period OCI

 

 

(42,654)

 

 

(46,332)

 

 

(1,034)

 

 

2,073

 

 

2,639

Balance as of June 30, 2015

 

$

50,613

 

$

87,442

 

$

(10,026)

 

$

(23,730)

 

$

(3,073)



13.    Variable Interest Entities

 

At June 30, 2016 and December 31, 2015, 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 June 30, 2016 and December 31, 2015, the net carrying amounts of our investment in these entities were $394,866,000 and $379,939,000, respectively, and our maximum exposure to loss in these entities, is limited to our investments.

 

We adopted ASU 2015-02 on January 1, 2016 which resulted in the identification of several VIEs at June 30, 2016.  Prior to the adoption of ASU 2015-02, these entities were consolidated under the voting interest model.  Our most significant consolidated VIEs are our Operating Partnership, real estate fund investments, 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.

 

We conduct our business through, and all of our assets and liabilities are held by, our Operating Partnership which is a VIE.

 

20


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

14.    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 sheet), (iv) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units), and (v) interest rate swaps.  The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of June 30, 2016 and December 31, 2015, respectively.

 

(Amounts in thousands)

As of June 30, 2016

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

Marketable securities

$

194,489

 

$

194,489

 

$

-

 

$

-

Real estate fund investments

 

524,150

 

 

-

 

 

-

 

 

524,150

Deferred compensation plan assets (included in other assets)

 

119,292

 

 

59,152

 

 

-

 

 

60,140

 

Total assets

$

837,931

 

$

253,641

 

$

-

 

$

584,290

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mandatorily redeemable instruments (included in other liabilities)

$

50,561

 

$

50,561

 

$

-

 

$

-

Interest rate swaps (included in other liabilities)

 

31,900

 

 

-

 

 

31,900

 

 

-

 

Total liabilities

$

82,461

 

$

50,561

 

$

31,900

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

As of December 31, 2015

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

Marketable securities

$

150,997

 

$

150,997

 

$

-

 

$

-

Real estate fund investments

 

574,761

 

 

-

 

 

-

 

 

574,761

Deferred compensation plan assets (included in other assets)

 

117,475

 

 

58,289

 

 

-

 

 

59,186

 

Total assets

$

843,233

 

$

209,286

 

$

-

 

$

633,947

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mandatorily redeemable instruments (included in other liabilities)

$

50,561

 

$

50,561

 

$

-

 

$

-

Interest rate swaps (included in other liabilities)

 

19,600

 

 

-

 

 

19,600

 

 

-

 

Total liabilities

$

70,161

 

$

50,561

 

$

19,600

 

$

-

 

21


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

14.  Fair Value Measurements – continued

 

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

 

Real Estate Fund Investments

 

At June 30, 2016, we had six real estate fund investments with an aggregate fair value of $524,150,000, or $215,215,000 in excess of cost.  These investments are classified as Level 3.  We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period.  The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 1.0 to 4.5 years.  Cash flows are derived from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs, plus projected sales proceeds in the year of exit.  Property rental revenue is based on leases currently in place and our estimates for future leasing activity, which are based on current market rents for similar space plus a projected growth factor.  Similarly, estimated operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future periods.  Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs. 

 

The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in each investment. 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, and 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 at June 30, 2016 and December 31, 2015.

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

Range

 

(based on fair value of investments)

Unobservable Quantitative Input

 

June 30, 2016

 

December 31, 2015

 

June 30, 2016

 

December 31, 2015

 

Discount rates

 

12.0% to 14.9%

 

12.0% to 14.9%

 

13.7%

 

13.6%

 

Terminal capitalization rates

 

4.8% to 6.1%

 

4.8% to 6.1%

 

5.5%

 

5.5%

 

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 and six months ended June 30, 2016 and 2015.

 

(Amounts in thousands)

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

 

2016

 

 

2015

 

2016

 

2015

Beginning balance

 

$

566,696

 

$

554,426

 

$

574,761

 

$

513,973

Purchases

 

 

-

 

 

-

 

 

-

 

 

95,000

Dispositions / distributions

 

 

(57,212)

 

 

(11,235)

 

 

(71,888)

 

 

(83,421)

Net unrealized gains

 

 

14,666

 

 

23,332

 

 

20,855

 

 

39,545

Net realized gains

 

 

-

 

 

886

 

 

422

 

 

2,312

Other, net

 

 

-

 

 

(1,433)

 

 

-

 

 

(1,433)

Ending balance

 

$

524,150

 

$

565,976

 

$

524,150

 

$

565,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

14.    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 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 and six months ended June 30, 2016 and 2015. 

 

(Amounts in thousands)

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

 

2016

 

 

2015

 

2016

 

2015

Beginning balance

 

$

57,184

 

$

64,836

 

$

59,186

 

$

63,315

Purchases

 

 

1,106

 

 

5,607

 

 

2,272

 

 

6,231

Sales

 

 

(779)

 

 

(4,655)

 

 

(2,151)

 

 

(5,093)

Realized and unrealized gain

 

 

2,219

 

 

1,387

 

 

312

 

 

2,722

Other, net

 

 

410

 

 

493

 

 

521

 

 

493

Ending balance

 

$

60,140

 

$

67,668

 

$

60,140

 

$

67,668

                           

23


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

14.    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 value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1.  The fair value of our secured and unsecured debt is classified as Level 2.  The table below summarizes the carrying amounts and fair value of these financial instruments as of June 30, 2016 and December 31, 2015.

 

(Amounts in thousands)

As of June 30, 2016

 

As of December 31, 2015

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

 

Amount

 

Value

 

Amount

 

Value

Cash equivalents

$

1,134,521

 

$

1,135,000

 

$

1,295,980

 

$

1,296,000

Debt:

 

 

 

 

 

 

 

 

 

 

 

 

Mortgages payable

$

9,853,333

 

$

9,277,000

 

$

9,614,838

 

$

9,306,000

 

Senior unsecured notes

 

850,000

 

 

894,000

 

 

850,000

 

 

868,000

 

Unsecured term loan

 

375,000

 

 

375,000

 

 

187,500

 

 

188,000

 

Unsecured revolving credit facilities

 

115,630

 

 

116,000

 

 

550,000

 

 

550,000

 

Total

$

11,193,963

 (1)

$

10,662,000

 

$

11,202,338

 (1)

$

10,912,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (1)

Excludes $115,192 and $111,328 of deferred financing costs, net and other as of June 30, 2016 and December 31, 2015, respectively.

 

15.    Incentive Compensation

 

Our 2010 Omnibus Share Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted shares, restricted Operating Partnership units and Out-Performance Plan awards to certain of our employees and officers.  We account for all equity-based compensation in accordance with ASC 718.  Equity-based compensation expense was $7,215,000 and $6,685,000 for the three months ended June 30, 2016 and 2015, respectively, and $21,786,000 and $26,827,000 for the six months ended June 30, 2016 and 2015, respectively.

24


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

16.    Fee and Other Income

 

The following table sets forth the details of fee and other income:

 

(Amounts in thousands)

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

2016

 

2015

 

2016

 

2015

BMS cleaning fees

 

$

18,794

 

$

21,741

 

$

36,940

 

$

44,374

Management and leasing fees

 

 

4,604

 

 

4,274

 

 

9,403

 

 

8,466

Lease termination fees

 

 

3,199

 

 

2,893

 

 

5,604

 

 

6,640

Other income

 

 

7,092

 

 

10,322

 

 

15,712

 

 

19,357

 

 

$

33,689

 

$

39,230

 

$

67,659

 

$

78,837

 

Management and leasing fees include management fees from Interstate Properties, a related party, of $128,000 and $132,000 for the three months ended June 30, 2016 and 2015, and $262,000 and $271,000 for the six months ended June 30, 2016 and 2015, respectively.  The above table excludes fee income from partially owned entities, which is included in “income (loss) from partially owned entities” (see Note 7 – Investments in Partially Owned Entities).

 

17.     Interest and Other Investment Income, Net

 

The following table sets forth the details of interest and other investment income, net:

 

(Amounts in thousands)

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

2016

 

2015

 

2016

 

2015

Dividends on marketable securities

 

$

3,230

 

$

3,202

 

$

6,445

 

$

6,405

Mark-to-market income (loss) of investments in

 

 

 

 

 

 

 

 

 

 

 

 

 

our deferred compensation plan (1)

 

 

4,359

 

 

(609)

 

 

2,421

 

 

2,250

Interest on loans receivable

 

 

748

 

 

1,135

 

 

1,496

 

 

3,959

Other, net

 

 

1,899

 

 

1,938

 

 

3,392

 

 

3,844

 

 

$

10,236

 

$

5,666

 

$

13,754

 

$

16,458

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

This income (loss) is entirely offset by the income (expense) resulting from the mark-to-market of the deferred compensation plan liability, which is included in "general and administrative" expense.

 

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 June 30,

 

For the Six Months Ended June 30,

 

 

 

2016

 

2015

 

2016

 

2015

Interest expense

 

$

104,435

 

$

96,297

 

$

204,730

 

$

191,625

Amortization of deferred financing costs

 

 

8,508

 

 

7,497

 

 

17,773

 

 

14,953

Capitalized interest and debt expense

 

 

(7,367)

 

 

(11,702)

 

 

(16,438)

 

 

(22,812)

 

 

$

105,576

 

$

92,092

 

$

206,065

 

$

183,766

                           

25


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

19.          Income Per Share

 

 

The following table provides a reconciliation of both net income and the number of common shares used in the computation of (i) basic income per common share - which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares, and (ii) diluted income 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 and Out-Performance Plan awards.

 

(Amounts in thousands, except per share amounts)

For the Three Months Ended

 

For the Six Months Ended

 

 

June 30,

 

June 30,

 

 

 

 

 

2016

 

2015

 

2016

 

2015

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

attributable to noncontrolling interests

$

238,504

 

$

186,359

 

$

144,033

 

$

275,207

 

 

Income (loss) from discontinued operations, net of income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

attributable to noncontrolling interests

 

2,322

 

 

(343)

 

 

2,994

 

 

14,886

 

 

Net income attributable to Vornado

 

240,826

 

 

186,016

 

 

147,027

 

 

290,093

 

 

Preferred share dividends

 

(20,363)

 

 

(20,365)

 

 

(40,727)

 

 

(39,849)

 

 

Net income attributable to common shareholders

 

220,463

 

 

165,651

 

 

106,300

 

 

250,244

 

 

Earnings allocated to unvested participating securities

 

(25)

 

 

(18)

 

 

(30)

 

 

(34)

 

 

Numerator for basic income per share

 

220,438

 

 

165,633

 

 

106,270

 

 

250,210

 

 

Impact of assumed conversions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred share dividends

 

21

 

 

23

 

 

-

 

 

46

 

 

 

Earnings allocated to Out-Performance Plan units

 

-

 

 

-

 

 

24

 

 

367

 

 

Numerator for diluted income per share

$

220,459

 

$

165,656

 

$

106,294

 

$

250,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic income per share – weighted average shares

 

188,772

 

 

188,365

 

 

188,715

 

 

188,183

 

 

Effect of dilutive securities(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee stock options and restricted share awards

 

1,070

 

 

1,190

 

 

1,020

 

 

1,260

 

 

 

Convertible preferred shares

 

43

 

 

45

 

 

-

 

 

46

 

 

 

Out-Performance Plan units

 

-

 

 

-

 

 

265

 

 

286

 

 

Denominator for diluted income per share – weighted average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

shares and assumed conversions

 

189,885

 

 

189,600

 

 

190,000

 

 

189,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME PER COMMON SHARE – BASIC:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, net

$

1.16

 

$

0.88

 

$

0.54

 

$

1.25

 

 

Income from discontinued operations, net

 

0.01

 

 

-

 

 

0.02

 

 

0.08

 

 

Net income per common share

$

1.17

 

$

0.88

 

$

0.56

 

$

1.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME PER COMMON SHARE – DILUTED:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, net

$

1.15

 

$

0.87

 

$

0.54

 

$

1.24

 

 

Income from discontinued operations, net

 

0.01

 

 

-

 

 

0.02

 

 

0.08

 

 

Net income per common share

$

1.16

 

$

0.87

 

$

0.56

 

$

1.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The effect of dilutive securities for the three months ended June 30, 2016 and 2015 excludes an aggregate of 12,278 and 11,381 weighted average common share equivalents, respectively, and 12,052 and 11,209 weighted average common share equivalents for the six months ended June 30, 2016 and 2015, respectively, as their effect was anti-dilutive.

 

26


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

20.          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 $180,000,000 per occurrence and in the annual 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 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 $2,400,000 per occurrence and 16% of the balance of a covered loss and the Federal government is responsible for the remaining 84% 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 costs of coverage for acts of terrorism.  However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future.

 

Our debt instruments, consisting of mortgage loans secured by our properties which are non-recourse to us, 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 reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance our properties and expand our portfolio.

 

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 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 costs to us.

 

Generally, our mortgage loans are non-recourse to us.  However, 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 June 30, 2016, the aggregate dollar amount of these guarantees and master leases is approximately $857,000,000.

 

At June 30, 2016, $38,576,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities.  Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest 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.

 

As of June 30, 2016, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $70,000,000.

 

As of June 30, 2016, we have construction commitments aggregating approximately $721,173,000. 

27


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

21.    Segment Information

 

Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the three and six months ended June 30, 2016 and 2015.  

 

(Amounts in thousands)

For the Three Months Ended June 30, 2016

 

 

 

 

Total

 

New York

 

Washington, DC

 

Other

 

Total revenues

 

$

621,708

 

$

425,770

 

$

127,468

 

$

68,470

 

Total expenses

 

 

434,894

 

 

268,135

 

 

89,106

 

 

77,653

 

Operating income (loss)

 

 

186,814

 

 

157,635

 

 

38,362

 

 

(9,183)

 

Income (loss) from partially owned entities

 

 

642

 

 

(1,001)

 

 

(2,958)

 

 

4,601

 

Income from real estate fund investments

 

 

16,389

 

 

-

 

 

-

 

 

16,389

 

Interest and other investment income, net

 

 

10,236

 

 

1,214

 

 

34

 

 

8,988

 

Interest and debt expense

 

 

(105,576)

 

 

(56,395)

 

 

(19,817)

 

 

(29,364)

 

Net gain on disposition of wholly owned and partially

 

 

 

 

 

 

 

 

 

 

 

 

 

 

owned assets

 

 

159,511

 

 

159,511

 

 

-

 

 

-

 

Income (loss) before income taxes

 

 

268,016

 

 

260,964

 

 

15,621

 

 

(8,569)

 

Income tax expense

 

 

(2,109)

 

 

(816)

 

 

(318)

 

 

(975)

 

Income (loss) from continuing operations

 

 

265,907

 

 

260,148

 

 

15,303

 

 

(9,544)

 

Income from discontinued operations

 

 

2,475

 

 

-

 

 

-

 

 

2,475

 

Net income (loss)

 

 

268,382

 

 

260,148

 

 

15,303

 

 

(7,069)

 

Less net income attributable to noncontrolling interests

 

 

(27,556)

 

 

(3,397)

 

 

-

 

 

(24,159)

 

Net income (loss) attributable to Vornado

 

 

240,826

 

 

256,751

 

 

15,303

 

 

(31,228)

 

Interest and debt expense(2)

 

 

127,799

 

 

71,171

 

 

22,641

 

 

33,987

 

Depreciation and amortization(2)

 

 

173,352

 

 

111,314

 

 

39,305

 

 

22,733

 

Income tax expense(2)

 

 

4,704

 

 

889

 

 

2,205

 

 

1,610

 

EBITDA(1)

 

$

546,681

 

$

440,125

(3)

$

79,454

(4)

$

27,102

(5)

                               

 

(Amounts in thousands)

For the Three Months Ended June 30, 2015

 

 

 

 

Total

 

New York

 

Washington, DC

 

Other

 

Total revenues

 

$

616,288

 

$

414,262

 

$

134,856

 

$

67,170

 

Total expenses

 

 

422,897

 

 

250,298

 

 

98,661

 

 

73,938

 

Operating income (loss)

 

 

193,391

 

 

163,964

 

 

36,195

 

 

(6,768)

 

(Loss) income from partially owned entities

 

 

(5,641)

 

 

3,176

 

 

(1,805)

 

 

(7,012)

 

Income from real estate fund investments

 

 

26,368

 

 

-

 

 

-

 

 

26,368

 

Interest and other investment income, net

 

 

5,666

 

 

1,892

 

 

13

 

 

3,761

 

Interest and debt expense

 

 

(92,092)

 

 

(47,173)

 

 

(17,483)

 

 

(27,436)

 

Income (loss) before income taxes

 

 

127,692

 

 

121,859

 

 

16,920

 

 

(11,087)

 

Income tax benefit (expense)

 

 

88,072

 

 

(1,095)

 

 

(466)

 

 

89,633

 

Income from continuing operations

 

 

215,764

 

 

120,764

 

 

16,454

 

 

78,546

 

Loss from discontinued operations

 

 

(364)

 

 

-

 

 

-

 

 

(364)

 

Net income

 

 

215,400

 

 

120,764

 

 

16,454

 

 

78,182

 

Less net income attributable to noncontrolling interests

 

 

(29,384)

 

 

(2,552)

 

 

-

 

 

(26,832)

 

Net income attributable to Vornado

 

 

186,016

 

 

118,212

 

 

16,454

 

 

51,350

 

Interest and debt expense(2)

 

 

115,073

 

 

61,057

 

 

20,891

 

 

33,125

 

Depreciation and amortization(2)

 

 

163,245

 

 

95,567

 

 

47,803

 

 

19,875

 

Income tax (benefit) expense (2)

 

 

(87,653)

 

 

1,152

 

 

486

 

 

(89,291)

 

EBITDA(1)

 

$

376,681

 

$

275,988

(3)

$

85,634

(4)

$

15,059

(5)

                               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes on pages 30 and 31.

28


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

21.    Segment Information – continued

 

(Amounts in thousands)

For the Six Months Ended June 30, 2016

 

 

 

 

Total

 

New York

 

Washington, DC

 

Other

 

Total revenues

 

$

1,234,745

 

$

836,595

 

$

255,480

 

$

142,670

 

Total expenses

 

 

1,048,211

 

 

537,730

 

 

345,671

 

 

164,810

 

Operating income (loss)

 

 

186,534

 

 

298,865

 

 

(90,191)

 

 

(22,140)

 

(Loss) income from partially owned entities

 

 

(3,598)

 

 

(4,564)

 

 

(5,001)

 

 

5,967

 

Income from real estate fund investments

 

 

27,673

 

 

-

 

 

-

 

 

27,673

 

Interest and other investment income, net

 

 

13,754

 

 

2,329

 

 

92

 

 

11,333

 

Interest and debt expense

 

 

(206,065)

 

 

(110,981)

 

 

(35,752)

 

 

(59,332)

 

Net gain on disposition of wholly owned and partially

 

 

 

 

 

 

 

 

 

 

 

 

 

 

owned assets

 

 

160,225

 

 

159,511

 

 

-

 

 

714

 

Income (loss) before income taxes

 

 

178,523

 

 

345,160

 

 

(130,852)

 

 

(35,785)

 

Income tax expense

 

 

(4,940)

 

 

(1,775)

 

 

(582)

 

 

(2,583)

 

Income (loss) from continuing operations

 

 

173,583

 

 

343,385

 

 

(131,434)

 

 

(38,368)

 

Income from discontinued operations

 

 

3,191

 

 

-

 

 

-

 

 

3,191

 

Net income (loss)

 

 

176,774

 

 

343,385

 

 

(131,434)

 

 

(35,177)

 

Less net income attributable to noncontrolling interests

 

 

(29,747)

 

 

(6,826)

 

 

-

 

 

(22,921)

 

Net income (loss) attributable to Vornado

 

 

147,027

 

 

336,559

 

 

(131,434)

 

 

(58,098)

 

Interest and debt expense(2)

 

 

253,919

 

 

142,369

 

 

42,047

 

 

69,503

 

Depreciation and amortization(2)

 

 

348,163

 

 

219,717

 

 

81,986

 

 

46,460

 

Income tax expense (2)

 

 

7,965

 

 

1,979

 

 

2,470

 

 

3,516

 

EBITDA(1)

 

$

757,074

 

$

700,624

(3)

$

(4,931)

(4)

$

61,381

(5)

                               

 

(Amounts in thousands)

 

For the Six Months Ended June 30, 2015

 

 

 

 

Total

 

New York

 

Washington, DC

 

Other

 

Total revenues

 

$

1,223,090

 

$

813,775

 

$

268,824

 

$

140,491

 

Total expenses

 

 

861,985

 

 

503,058

 

 

191,658

 

 

167,269

 

Operating income (loss)

 

 

361,105

 

 

310,717

 

 

77,166

 

 

(26,778)

 

Loss from partially owned entities

 

 

(8,384)

 

 

(2,487)

 

 

(1,674)

 

 

(4,223)

 

Income from real estate fund investments

 

 

50,457

 

 

-

 

 

-

 

 

50,457

 

Interest and other investment income, net

 

 

16,458

 

 

3,754

 

 

26

 

 

12,678

 

Interest and debt expense

 

 

(183,766)

 

 

(92,524)

 

 

(35,643)

 

 

(55,599)

 

Net gain on disposition of wholly owned and partially

 

 

 

 

 

 

 

 

 

 

 

 

 

 

owned assets

 

 

1,860

 

 

-

 

 

-

 

 

1,860

 

Income (loss) before income taxes

 

 

237,730

 

 

219,460

 

 

39,875

 

 

(21,605)

 

Income tax benefit (expense)

 

 

87,101

 

 

(2,038)

 

 

208

 

 

88,931

 

Income from continuing operations

 

 

324,831

 

 

217,422

 

 

40,083

 

 

67,326

 

Income from discontinued operations

15,815

 

 

-

 

 

-

 

 

15,815

 

Net income

 

 

340,646

 

 

217,422

 

 

40,083

 

 

83,141

 

Less net income attributable to noncontrolling interests

 

 

(50,553)

 

 

(4,058)

 

 

-

 

 

(46,495)

 

Net income attributable to Vornado

 

 

290,093

 

 

213,364

 

 

40,083

 

 

36,646

 

Interest and debt expense(2)

 

 

229,748

 

 

119,724

 

 

42,403

 

 

67,621

 

Depreciation and amortization(2)

 

 

319,695

 

 

189,691

 

 

88,555

 

 

41,449

 

Income tax (benefit) expense(2)

 

 

(88,392)

 

 

2,154

 

 

(2,150)

 

 

(88,396)

 

EBITDA(1)

 

$

751,144

 

$

524,933

(3)

$

168,891

(4)

$

57,320

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes on the following pages.

 

 

 

 

 

 

 

 

 

 

 

 

 

29


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

21.    Segment Information – continued

 

 

Notes to preceding tabular information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization."  We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

Interest and debt expense, depreciation and amortization and income tax expense (benefit) in the reconciliation of net income (loss) to EBITDA includes our share of these items from partially owned entities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3)

The elements of "New York" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

 

 

2016

 

2015

 

2016

 

2015

 

 

Office(a)

 

$

163,060

 

$

165,031

 

$

315,789

 

$

319,340

 

 

Retail

 

 

95,615

 

 

86,151

 

 

188,938

 

 

167,456

 

 

Residential

 

 

6,337

 

 

5,709

 

 

12,687

 

 

10,759

 

 

Alexander's

 

 

11,805

 

 

10,241

 

 

23,374

 

 

20,648

 

 

Hotel Pennsylvania

 

 

3,797

 

 

8,856

 

 

325

 

 

6,730

 

 

 

 

 

 

 

 

 

280,614

 

 

275,988

 

 

541,113

 

 

524,933

 

 

Gain on sale of 47% ownership interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in 7 West 34th Street

 

 

159,511

 

 

-

 

 

159,511

 

 

-

 

 

 

Total New York

 

$

440,125

 

$

275,988

 

$

700,624

 

$

524,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The three and six months ended June 30, 2015 include $3,304 and $6,844, respectively, of EBITDA from 20 Broad Street which was sold in December 2015. Excluding these items, EBITDA was $161,727 and $312,496, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

The elements of "Washington, DC" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

 

 

2016

 

2015

 

2016

 

2015

 

 

Office, excluding the Skyline properties (a)

 

$

63,757

 

$

68,509

 

$

124,573

 

$

135,878

 

 

Skyline properties

 

 

4,863

 

 

6,984

 

 

9,955

 

 

13,039

 

 

Skyline properties impairment loss

 

 

-

 

 

-

 

 

(160,700)

 

 

-

 

 

 

Total Office

 

 

68,620

 

 

75,493

 

 

(26,172)

 

 

148,917

 

 

Residential

 

 

10,834

 

 

10,141

 

 

21,241

 

 

19,974

 

 

 

Total Washington, DC

 

$

79,454

 

$

85,634

 

$

(4,931)

 

$

168,891

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The three and six months ended June 30, 2015 include $2,067 and $3,990, respectively, of EBITDA from 1750 Pennsylvania Avenue which was sold in September 2015. Excluding these items, EBITDA was $66,442 and $131,888, respectively.

30


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

21.    Segment Information – continued

 

 

Notes to preceding tabular information - continued:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5)

The elements of "Other" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

 

2016

 

2015

 

2016

 

2015

 

 

Our share of real estate fund investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before net realized/unrealized gains

$

1,526

 

$

2,671

 

$

3,757

 

$

4,285

 

 

 

Net realized/unrealized gains on investments

 

3,890

 

 

4,916

 

 

5,451

 

 

10,464

 

 

 

Carried interest

 

2,128

 

 

2,909

 

 

3,647

 

 

6,297

 

 

Total

 

7,544

 

 

10,496

 

 

12,855

 

 

21,046

 

 

theMART (including trade shows)

 

25,965

 

 

22,144

 

 

48,993

 

 

43,185

 

 

555 California Street

 

12,117

 

 

12,831

 

 

23,732

 

 

25,232

 

 

India real estate ventures

 

430

 

 

375

 

 

1,749

 

 

2,216

 

 

Other investments

 

14,741

 

 

9,424

 

 

27,063

 

 

16,183

 

 

 

 

60,797

 

 

55,270

 

 

114,392

 

 

107,862

 

 

Corporate general and administrative expenses(a) (b)

 

(24,239)

 

 

(23,760)

 

 

(54,845)

 

 

(59,702)

 

 

Investment income and other, net(a)

 

5,471

 

 

6,561

 

 

12,446

 

 

15,323

 

 

Acquisition and transaction related costs

 

(2,879)

 

 

(4,061)

 

 

(7,486)

 

 

(6,042)

 

 

UE and residual retail properties discontinued operations(c)

 

2,483

 

 

1,540

 

 

3,204

 

 

23,797

 

 

Our share of impairment loss on India real estate ventures

 

-

 

 

(14,806)

 

 

-

 

 

(14,806)

 

 

Our share of gains on sale of real estate of partially owned entities

-

 

 

4,513

 

 

-

 

 

4,513

 

 

Net gain on sale of residential condominiums

 

-

 

 

-

 

 

714

 

 

1,860

 

 

Net income attributable to noncontrolling interests in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

the Operating Partnership

 

(14,531)

 

 

(10,198)

 

 

(7,044)

 

 

(15,485)

 

 

 

 

 

 

 

$

27,102

 

$

15,059

 

$

61,381

 

$

57,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $4,359 of income and $609 of loss for the three months ended June 30, 2016 and 2015, respectively, and $2,421 and $2,250 of income for the six months ended June 30, 2016 and 2015, respectively.

 

 

(b)

The six months ended June 30, 2015 includes a cumulative catch up of $4,542 from the acceleration of recognition of compensation expense related to the modification of the 2012-2014 Out-Performance Plans.

 

 

(c)

The three and six months ended June 30, 2015 include $327 and $22,972, respectively, of transaction costs related to the spin-off of our strip shopping centers and malls.

31


 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Shareholders and Board of Trustees

Vornado Realty Trust

New York, New York

 

We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust (the “Company”) as of June 30, 2016, and the related consolidated statements of income and comprehensive income for the three month and six month periods ended June 30, 2016 and 2015 and changes in equity and cash flows for the six month periods ended June 30, 2016 and 2015.  These interim financial statements are the responsibility of the Company’s management.

 

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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 Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

 

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vornado Realty Trust as of December 31, 2015, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 16, 2016, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2015 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ DELOITTE & TOUCHE LLP

 

Parsippany, New Jersey

August 1, 2016

32


 
 
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 our Annual Report on Form 10-K, as amended, for the year ended December 31, 2015.  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 and six months ended June 30, 2016.  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 and six months ended June 30, 2016 are not necessarily indicative of the operating results for the full year.  Certain prior year balances have been reclassified in order to conform to current year presentation.

 

33


 
 

Overview

 

Business Objective and Operating Strategy

Our business objective is to maximize shareholder value, which we measure by the total return provided to our shareholders. Below is a table comparing our performance to the FTSE NAREIT Office Index (“Office REIT”) and the MSCI US REIT Index (“MSCI”) for the following periods ended June 30, 2016:

 

 

 

 

Total Return(1)

 

 

 

 

Vornado

 

Office REIT

 

MSCI

 

 

 

Three-month

6.7%

 

8.5%

 

6.8%

 

 

 

Six-month

1.5%

 

9.0%

 

13.6%

 

 

 

One-year

8.3%

 

15.3%

 

24.1%

 

 

 

Three-year

45.1%

 

36.1%

 

46.2%

 

 

 

Five-year

40.0%

 

46.2%

 

80.5%

 

 

 

Ten-year

64.6%

 

52.9%

 

103.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 Past performance is not necessarily indicative of future performance.

 

We intend to achieve our business objective by continuing to pursue our investment philosophy and executing our operating strategies through:

 

·      Maintaining a superior team of operating and investment professionals and an entrepreneurial spirit

·      Investing in properties in select markets, such as New York City and Washington, DC, where we believe there is a high likelihood of capital appreciation

·      Acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents

·      Investing in retail properties in select under-stored locations such as the New York City metropolitan area

·      Developing and redeveloping existing properties to increase returns and maximize value

·      Investing in operating companies that have a significant real estate component

 

We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from asset sales and by accessing the public and private capital markets.  We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.

 

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 “Item 1A. Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2015, for additional information regarding these factors.

 

34


 
 

Overview – continued

 

Quarter Ended June 30, 2016 Financial Results Summary

 

Net income attributable to common shareholders for the quarter ended June 30, 2016 was $220,463,000, or $1.16 per diluted share, compared to net income attributable to common shareholders of $165,651,000, or $0.87 per diluted share, for the prior year’s quarter.  The quarters ended June 30, 2016 and 2015 include certain items that impact net income 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 quarters ended June 30, 2016 and 2015 by $148,000,000 and $76,523,000, or $0.78 and $0.40 per diluted share, respectively.

 

Funds From Operations attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended June 30, 2016 was $229,432,000, or $1.21 per diluted share, compared to $323,381,000, or $1.71 per diluted share, for the prior year’s quarter.  FFO for the quarters ended June 30, 2016 and 2015 include certain items that impact FFO, which are listed in the table on the following page.  The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO for the quarter ended June 30, 2016 by $3,583,000, or $0.02 per diluted share, and increased FFO for the quarter ended June 30, 2015 by $84,831,000, or $0.45 per diluted share.

 

Six Months Ended June 30, 2016 Financial Results Summary

 

Net income attributable to common shareholders for the six months ended June 30, 2016 was $106,300,000, or $0.56 per diluted share, compared to $250,244,000, or $1.32 per diluted share, for the six months ended June 30, 2015.  In addition, the six months ended June 30, 2016 and 2015 include certain items that impact net income 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, decreased net income attributable to common shareholders for the six months ended June 30, 2016 by $8,884,000, or $0.05 per diluted share, and increased net income attributable to common shareholders for the six months ended June 30, 2015 by $100,207,000, or $0.53 per diluted share.

 

FFO for the six months ended June 30, 2016 was $433,104,000, or $2.28 per diluted share, compared to $544,305,000, or $2.87 per diluted share, for the six months ended June 30, 2015.  FFO for the six months ended June 30, 2016 and 2015 include certain items that impact FFO, which are listed in the table on the following page. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased FFO for the six months ended June 30, 2016 by $5,212,000, or $0.03 per diluted share, and increased FFO for the six months ended June 30, 2015 by $103,006,000, or $0.54 per diluted share.

 

35


 
 

Overview – continued

 

(Amounts in thousands)

For the Three Months Ended

 

For the Six Months Ended

 

June 30,

 

June 30,

 

 

 

2016

 

2015

 

2016

 

2015

Items that impact net income attributable to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

Net gains on sale of real estate and residential condominiums

$

159,830

 

$

4,513

 

$

160,544

 

$

17,240

 

Net income from discontinued operations and sold properties

 

3,671

 

 

5,168

 

 

5,316

 

 

17,006

 

Acquisition and transaction related costs

 

(2,904)

 

 

(4,061)

 

 

(7,511)

 

 

(6,042)

 

Default interest on Skyline properties mortgage loan

 

(2,711)

 

 

-

 

 

(2,711)

 

 

-

 

Real estate impairment losses

 

(49)

 

 

(14,806)

 

 

(165,102)

 

 

(15,062)

 

Reversal of allowance for deferred tax assets (re: taxable

 

 

 

 

 

 

 

 

 

 

 

 

 

REIT subsidiary's ability to utilize NOLs)

 

-

 

 

90,030

 

 

-

 

 

90,030

 

Other

 

-

 

 

433

 

 

-

 

 

3,154

 

 

 

 

157,837

 

 

81,277

 

 

(9,464)

 

 

106,326

Noncontrolling interests' share of above adjustments

 

(9,837)

 

 

(4,754)

 

 

580

 

 

(6,119)

Items that impact net income attributable to common shareholders, net

$

148,000

 

$

76,523

 

$

(8,884)

 

$

100,207



Items that impact FFO:

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition and transaction related costs

$

(2,904)

 

$

(4,061)

 

$

(7,511)

 

$

(6,042)

 

Default interest on Skyline properties mortgage loan

 

(2,711)

 

 

-

 

 

(2,711)

 

 

-

 

FFO from discontinued operations and sold properties

 

1,794

 

 

8,201

 

 

3,957

 

 

24,796

 

Reversal of allowance for deferred tax assets (re: taxable

 

 

 

 

 

 

 

 

 

 

 

 

 

REIT subsidiary's ability to utilize NOLs)

 

-

 

 

90,030

 

 

-

 

 

90,030

 

Our share of impairment loss on India real estate venture's

 

 

 

 

 

 

 

 

 

 

 

 

 

non-depreciable real estate

 

-

 

 

(4,502)

 

 

-

 

 

(4,502)

 

Net gain on sale of residential condominiums

 

-

 

 

-

 

 

714

 

 

1,860

 

Other

 

-

 

 

433

 

 

-

 

 

3,154

 

 

 

 

(3,821)

 

 

90,101

 

 

(5,551)

 

 

109,296

Noncontrolling interests' share of above adjustments

 

238

 

 

(5,270)

 

 

339

 

 

(6,290)

Items that impact FFO, net

$

(3,583)

 

$

84,831

 

$

(5,212)

 

$

103,006

 

Same Store EBITDA

 

The percentage increase (decrease) in same store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and cash basis same store EBITDA of our operating segments are summarized below.

 

 

 

 

 

New York

 

Washington, DC

Same store EBITDA % increase (decrease):

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2016 vs. June 30, 2015

 

6.9

%

(1)

 

(1.3

%)

 

Six months ended June 30, 2016 vs. June 30, 2015

 

6.2

%

(2)

 

(1.4

%)

 

Three months ended June 30, 2016 vs. March 31, 2016

 

8.1

%

(3)

 

2.5

%

 

 

 

 

 

 

 

 

 

 

 

Cash basis same store EBITDA % increase (decrease):

 

 

 

 

 

 

 

 

Three months ended June 30, 2016 vs. June 30, 2015

 

5.9

%

(1)

 

(2.5

%)

 

Six months ended June 30, 2016 vs. June 30, 2015

 

3.6

%

(2)

 

(2.0

%)

 

Three months ended June 30, 2016 vs. March 31, 2016

 

9.2

%

(3)

 

0.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excluding Hotel Pennsylvania, same store EBITDA increased by 9.2% and by 8.5% on a cash basis.

(2)

Excluding Hotel Pennsylvania, same store EBITDA increased by 7.5% and by 5.1% on a cash basis.

(3)

Excluding Hotel Pennsylvania, same store EBITDA increased by 5.3% and by 5.7% on a cash basis.

 

Calculations of same store EBITDA, reconciliations of our net income to EBITDA 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.

36


 
 
Overview – continued

 

2016 Investments

 

On March 17, 2016, we entered into a joint venture, in which we own a 33.3% interest, which owns a $142,050,000 mezzanine loan.  The interest rate is LIBOR plus 8.875% (9.32% at June 30, 2016) and the debt matures in November 2016, with two three-month extension options.  At June 30, 2016, the joint venture has a $7,950,000 remaining commitment, of which our share is $2,650,000.  The joint venture’s investment is subordinate to $350,000,000 of third party debt.  We account for our investment in the joint venture under the equity method.

 

On May 20, 2016, we contributed $19,650,000 for a 50.0% equity interest in a joint venture that will develop a 33,000 square foot office and retail building, located on Houston Street in Manhattan.  The development cost of this project is estimated to be approximately $104,000,000.  At closing, the joint venture obtained a $65,000,000 construction loan, of which approximately $22,100,000 was outstanding at June 30, 2016.  The loan, which bears interest at LIBOR plus 3.00% (3.47% at June 30, 2016), matures in May 2019 with two one-year extension options.  Because this joint venture is a VIE and we determined we are the primary beneficiary, we consolidate the accounts of this joint venture from the date of our investment.

 

2016 Dispositions

 

On May 27, 2016, we sold a 47% ownership interest in 7 West 34th Street, a 477,000 square foot Manhattan office building leased to Amazon, and retained the remaining 53% interest.  This transaction was based on a property value of approximately $561,000,000 or $1,176 per square foot.  We received net proceeds of $127,382,000 from the sale and realized a net gain of $203,324,000, of which $159,511,000 is recognized this quarter and is included in “net gain on disposition of wholly owned and partially owned assets” in our consolidated statements of income.  The remaining net gain of $43,813,000 has been deferred until our guarantee of payment of loan principal and interest has been removed or the loan has been repaid.  We realized a net tax gain of $90,017,000.   We continue to manage and lease the property.  We share control over major decisions with our joint venture partner.  Accordingly, this property is accounted for under the equity method from the date of sale.

 

2016 Financings

 

On February 8, 2016, we completed a $700,000,000 refinancing of 770 Broadway, a 1,158,000 square foot Manhattan office building.  The five-year loan is interest only at LIBOR plus 1.75%, (2.21% at June 30, 2016) which was swapped for four and a half years to a fixed rate of 2.56%.  The Company realized net proceeds of approximately $330,000,000.  The property was previously encumbered by a 5.65%, $353,000,000 mortgage which matured in March 2016.

 

On March 7, 2016, the joint venture in which we have a 55% ownership interest, completed a $300,000,000 refinancing of One Park Avenue, a 947,000 square foot Manhattan office building.  The loan matures in March 2021 and is interest only at LIBOR plus 1.75% (2.21% at June 30, 2016).  The property was previously encumbered by a 4.995%, $250,000,000 mortgage which matured in March 2016.

 

On May 6, 2016, the joint venture in which we have a 55% ownership interest, completed a $273,000,000 refinancing of The Warner Building, a 621,000 square foot Washington, DC office building.  The loan matures in June 2023, has a fixed rate of 3.65%, is interest only for the first two years and amortizes based on a 30-year schedule beginning in year three. The property was previously encumbered by a 6.26%, $293,000,000 mortgage which matured in May 2016.

 

On May 11, 2016, the joint venture in which we have a 50% ownership interest, completed a $900,000,000 refinancing of 280 Park Avenue, a 1,250,000 square foot Manhattan office building.  The three-year loan with four one-year extensions is interest only at LIBOR plus 2.00%, (2.45% at June 30, 2016).  The property was previously encumbered by a 6.35%, $721,000,000 mortgage which was scheduled to mature in June 2016.

 

On May 16, 2016, we completed a $300,000,000 recourse financing of 7 West 34th Street.  The ten-year loan is interest only at a fixed rate of 3.65% and matures in June 2026.

37


 
 
Overview – continued

 

Recently Issued Accounting Literature

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update ("ASU 2014-09") establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”).  ASU 2014-09 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance.  ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures.  In August 2015, the FASB issued an update (“ASU 2015-14”) to ASC 606, Deferral of the Effective Date, which defers the adoption of ASU 2014-09 to interim and annual reporting periods in fiscal years that begin after December 15, 2017.  In March 2016, the FASB issued an update (“ASU 2016-08”) to ASC 606, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard pursuant to ASU 2014-09.  In April 2016, the FASB issued an update (“ASU 2016-10”) to ASC 606, Identifying Performance Obligations and Licensing, which clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in ASU 2014-09.  In May 2016, the FASB issued an update (“ASU 2016-12”) to ASC 606, Narrow-Scope Improvements and Practical Expedients, which amends certain aspects of the new revenue recognition standard pursuant to ASU 2014-09.  We are currently evaluating the impact of the adoption of these ASUs on our consolidated financial statements.

 

In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation (“ASC 718”).  ASU 2014-12 requires an entity to treat performance targets that can be met after the requisite service period of a share based award has ended, as a performance condition that affects vesting.  ASU 2014-12 is effective for interim and annual reporting periods in fiscal years that began after December 15, 2015.  The adoption of this update as of January 1, 2016, did not have any impact on our consolidated financial statements.

 

In February 2015, the FASB issued an update (“ASU 2015-02”) Amendments to the Consolidation Analysis to ASC Topic 810, Consolidation.  ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities.  Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, and (iv) provide a scope exception for certain entities.  ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015.  The adoption of this update on January 1, 2016 resulted in the identification of additional VIEs, but did not have an impact on our consolidated financial statements other than additional disclosures.

 

In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASC Topic 825, Financial Instruments.  ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income.  ASU 2016-01 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017.  We are currently evaluating the impact of the adoption of ASU 2016-01 on our consolidated financial statements.

 

In February 2016, the FASB issued (“ASU 2016-02”) Leases, 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 dual 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 and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases.  Lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases.  The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance.  ASU 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted.  We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

 

In March 2016, the FASB issued an update (“ASU 2016-09”) Improvements to Employee Share-Based Payment Accounting to ASC 718.  ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  ASU 2016-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017.  We are currently evaluating the impact of the adoption of ASU 2016-09 on our consolidated financial statements.

38


 
 
Overview – continued

 

Critical Accounting Policies

 

A summary of our critical accounting policies is included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2015 in Management’s Discussion and Analysis of Financial Condition. There have been no significant changes to our policies during 2016.

39


 
 
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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long Island City

 

New York

 

Washington, DC

 

 

 

 

 

 

 

Manhattan

 

(Center Building)

 

Retail

 

Office

Three Months Ended June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Total square feet leased

 

259

 

 

285

 

 

55

 

 

352

 

Our share of square feet leased:

 

249

 

 

285

 

 

43

 

 

338

 

 

Initial rent(1)

$

81.67

 

$

40.10

 

$

140.26

 

$

42.63

 

 

Weighted average lease term (years)

 

9.3

 

 

5.8

 

 

8.8

 

 

5.0

 

 

Second generation relet space:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Square feet

 

221

 

 

285

 

 

34

 

 

258

 

 

 

GAAP basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Straight-line rent(2)

$

78.81

 

$

38.68

 

$

164.95

 

$

38.78

 

 

 

 

Prior straight-line rent

$

66.66

 

$

28.69

 

$

136.00

 

$

40.80

 

 

 

 

Percentage increase (decrease)

 

18.2%

 

 

34.8%

 

 

21.3%

 

 

(5.0%)

 

 

 

Cash basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial rent(1)

$

80.54

 

$

40.10

 

$

158.84

 

$

43.55

 

 

 

 

Prior escalated rent

$

72.49

 

$

30.53

 

$

142.41

 

$

46.70

 

 

 

 

Percentage increase (decrease)

 

11.1%

 

 

31.4%

 

 

11.5%

 

 

(6.7%)

 

 

Tenant improvements and leasing commissions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per square foot

 

$

78.47

 

$

18.47

 

$

94.53

 

$

25.06

 

 

 

 

Per square foot per annum

 

$

8.44

 

$

3.18

 

$

10.74

 

$

5.01

 

 

 

 

     Percentage of initial rent

 

10.3%

 

 

7.9%

 

 

7.7%

 

 

11.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes on following page.

40


 
 
Overview - continued

 

Leasing Activity – continued

 

(Square feet in thousands)

New York Office

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long Island City

 

New York

 

Washington, DC

 

 

 

 

 

 

 

Manhattan

 

(Center Building)

 

Retail

 

Office

Six Months Ended June 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Total square feet leased

 

996

 

 

285

 

 

93

 

 

921

 

Our share of square feet leased:

 

801

 

 

285

 

 

73

 

 

901

 

 

Initial rent(1)

$

83.50

 

$

40.10

 

$

193.45

 

$

39.96

 

 

Weighted average lease term (years)

 

11.2

 

 

5.8

 

 

10.0

 

 

3.9

 

 

Second generation relet space:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Square feet

 

745

 

 

285

 

 

55

 

 

709

 

 

 

GAAP basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Straight-line rent(2)

$

83.51

 

$

38.68

 

$

192.96

 

$

37.17

 

 

 

 

Prior straight-line rent

$

65.11

 

$

28.69

 

$

162.57

 

$

38.85

 

 

 

 

Percentage increase (decrease)

 

28.3%

 

 

34.8%

 

 

18.7%

 

 

(4.3%)

 

 

 

Cash basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Initial rent(1)

$

83.08

 

$

40.10

 

$

185.28

 

$

40.41

 

 

 

 

Prior escalated rent

$

67.66

 

$

30.53

 

$

170.92

 

$

42.17

 

 

 

 

Percentage increase (decrease)

 

22.8%

 

 

31.4%

 

 

8.4%

 

 

(4.2%)

 

 

Tenant improvements and leasing commissions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per square foot

 

$

81.31

 

$

18.47

 

$

105.65

 

$

15.60

 

 

 

 

Per square foot per annum

 

$

7.26

 

$

3.18

 

$

10.57

 

$

4.00

 

 

 

 

     Percentage of initial rent

 

8.7%

 

 

7.9%

 

 

5.5%

 

 

10.0%

 

 

 

 

 

 

(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.

 

 

41


 
 
Overview - continued

 

 

 

 

 

 

 

 

 

 

 

 

 

Square footage (in service) and Occupancy as of June 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Square feet in thousands)

 

 

 

 

Square Feet (in service)

 

 

 

 

 

 

 

 

Number of

 

Total

 

Our

 

 

 

 

 

 

 

 

Properties

 

Portfolio

 

Share

 

Occupancy %

New York:

 

 

 

 

 

 

 

 

 

 

 

Office

 

36

 

20,212

 

16,951

 

96.0%

 

 

Retail

 

70

 

2,696

 

2,476

 

94.9%

 

 

Residential - 1,711 units

11

 

1,559

 

826

 

93.3%

 

 

Alexander's, including 312 residential units

 

7

 

2,437

 

790

 

99.0%

 

 

Hotel Pennsylvania

 

1

 

1,400

 

1,400

 

 

 

 

 

 

 

 

 

 

28,304

 

22,443

 

96.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Washington, DC:

 

 

 

 

 

 

 

 

 

 

 

Office, excluding the Skyline properties

49

 

12,926

 

10,522

 

89.2%

 

 

Skyline properties

 

8

 

2,648

 

2,648

 

46.9%

 

 

Total Office

 

57

 

15,574

 

13,170

 

80.7%

 

 

Residential - 2,889 units

9

 

3,023

 

2,881

 

98.2%

 

 

Other

 

5

 

330

 

330

 

100.0%

 

 

 

 

 

 

 

 

18,927

 

16,381

 

84.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

 

 

theMART

1

 

3,663

 

3,654

 

97.8%

 

 

555 California Street

3

 

1,737

 

1,216

 

92.1%

 

 

Other

2

 

779

 

779

 

100.0%

 

 

 

 

 

 

 

 

6,179

 

5,649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total square feet as of June 30, 2016

 

 

 

53,410

 

44,473

 

 

 

42


 
 
Overview - continued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Square footage (in service) and Occupancy as of December 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Square feet in thousands)

 

 

 

 

Square Feet (in service)

 

 

 

 

 

 

 

 

Number of

 

Total

 

Our

 

 

 

 

 

 

 

 

properties

 

Portfolio

 

Share

 

Occupancy %

New York:

 

 

 

 

 

 

 

 

 

 

 

Office

 

35

 

21,288

 

17,412

 

96.3%

 

 

Retail

 

63

 

2,641

 

2,408

 

96.2%

 

 

Residential - 1,711 units

11

 

1,561

 

827

 

94.1%

 

 

Alexander's, including 296 residential units

 

7

 

2,419

 

784

 

99.7%

 

 

Hotel Pennsylvania

 

1

 

1,400

 

1,400

 

 

 

 

 

 

 

 

 

 

29,309

 

22,831

 

96.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Washington, DC:

 

 

 

 

 

 

 

 

 

 

 

Office, excluding the Skyline properties

49

 

13,136

 

10,781

 

90.0%

 

 

Skyline Properties

 

8

 

2,648

 

2,648

 

50.1%

 

 

Total Office

 

57

 

15,784

 

13,429

 

82.1%

 

 

Residential - 2,630 units

9

 

2,808

 

2,666

 

96.4%

 

 

Other

 

5

 

386

 

386

 

100.0%

 

 

 

 

 

 

 

 

18,978

 

16,481

 

84.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other:

 

 

 

 

 

 

 

 

 

 

 

theMART

 

1

 

3,658

 

3,649

 

98.5%

 

 

555 California Street

 

3

 

1,736

 

1,215

 

93.3%

 

 

Other

 

2

 

763

 

763

 

100.0%

 

 

 

 

 

 

 

 

6,157

 

5,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total square feet as of December 31, 2015

 

 

 

54,444

 

44,939

 

 

 

43


 
 
Overview - continued

 

 

Washington, DC Segment

 

EBITDA, as adjusted for the six months ended June 30, 2016, was $9,132,000 behind the prior year's six months, and consistent with our expected results for the first half of the year.  We expect that Washington’s 2016 EBITDA, as adjusted, will be approximately $7,000,000 to $11,000,000 lower than 2015, comprised of:

 

(i)            core business being flat to $4,000,000 higher, offset by, 

(ii)          occupancy of Skyline properties declining further, decreasing EBITDA by approximately $6,500,000, and

(iii)         1726 M Street and 1150 17th Street being taken out of service (to prepare for the development in the future of a new Class A office building) decreasing EBITDA by approximately $4,500,000.

 

Of the 2,395,000 square feet subject to the effects of the Base Realignment and Closure (“BRAC”) statute, 348,000 square feet has been taken out of service for redevelopment, and 1,462,000 square feet has been leased or is pending.  The table below summarizes the status of the BRAC space as of June 30, 2016.

 

 

 

Rent Per

 

Square Feet

 

 

 

 

 

Square Foot

 

Total

 

Crystal City

 

Skyline

 

Rosslyn

Resolved:

 

 

 

 

 

 

 

 

 

 

 

 

Relet as of June 30, 2016

 

$

37.37

 

1,452,000

 

979,000

 

389,000

 

84,000

 

Leases pending

 

 

39.39

 

10,000

 

-

 

10,000

 

-

 

Taken out of service for redevelopment

 

 

 

 

348,000

 

348,000

 

-

 

-

 

 

 

 

 

 

 

 

1,810,000

 

1,327,000

 

399,000

 

84,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To be resolved:

 

 

 

 

 

 

 

 

 

 

 

 

Vacated as of June 30, 2016

 

 

34.70

 

585,000

 

109,000

 

412,000

 

64,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total square feet subject to BRAC

 

 

 

 

2,395,000

 

1,436,000

 

811,000

 

148,000

44


 
 
Net Income and EBITDA by Segment for the Three Months Ended June 30, 2016 and 2015

Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the three months ended June 30, 2016 and 2015.

 

(Amounts in thousands)

For the Three Months Ended June 30, 2016

 

 

 

 

Total

 

New York

 

Washington, DC

 

Other

 

Total revenues

 

$

621,708

 

$

425,770

 

$

127,468

 

$

68,470

 

Total expenses

 

 

434,894

 

 

268,135

 

 

89,106

 

 

77,653

 

Operating income (loss)

 

 

186,814

 

 

157,635

 

 

38,362

 

 

(9,183)

 

Income (loss) from partially owned entities

 

 

642

 

 

(1,001)

 

 

(2,958)

 

 

4,601

 

Income from real estate fund investments

 

 

16,389

 

 

-

 

 

-

 

 

16,389

 

Interest and other investment income, net

 

 

10,236

 

 

1,214

 

 

34

 

 

8,988

 

Interest and debt expense

 

 

(105,576)

 

 

(56,395)

 

 

(19,817)

 

 

(29,364)

 

Net gain on disposition of wholly owned and partially

 

 

 

 

 

 

 

 

 

 

 

 

 

 

owned assets

 

 

159,511

 

 

159,511

 

 

-

 

 

-

 

Income (loss) before income taxes

 

 

268,016

 

 

260,964

 

 

15,621

 

 

(8,569)

 

Income tax expense

 

 

(2,109)

 

 

(816)

 

 

(318)

 

 

(975)

 

Income (loss) from continuing operations

 

 

265,907

 

 

260,148

 

 

15,303

 

 

(9,544)

 

Income from discontinued operations

 

 

2,475

 

 

-

 

 

-

 

 

2,475

 

Net income (loss)

 

 

268,382

 

 

260,148

 

 

15,303

 

 

(7,069)

 

Less net income attributable to noncontrolling interests

 

 

(27,556)

 

 

(3,397)

 

 

-

 

 

(24,159)

 

Net income (loss) attributable to Vornado

 

 

240,826

 

 

256,751

 

 

15,303

 

 

(31,228)

 

Interest and debt expense(2)

 

 

127,799

 

 

71,171

 

 

22,641

 

 

33,987

 

Depreciation and amortization(2)

 

 

173,352

 

 

111,314

 

 

39,305

 

 

22,733

 

Income tax expense(2)

 

 

4,704

 

 

889

 

 

2,205

 

 

1,610

 

EBITDA(1)

 

$

546,681

 

$

440,125

(3)

$

79,454

(4)

$

27,102

(5)

                               

 

(Amounts in thousands)

For the Three Months Ended June 30, 2015

 

 

 

 

Total

 

New York

 

Washington, DC

 

Other

 

Total revenues

 

$

616,288

 

$

414,262

 

$

134,856

 

$

67,170

 

Total expenses

 

 

422,897

 

 

250,298

 

 

98,661

 

 

73,938

 

Operating income (loss)

 

 

193,391

 

 

163,964

 

 

36,195

 

 

(6,768)

 

(Loss) income from partially owned entities

 

 

(5,641)

 

 

3,176

 

 

(1,805)

 

 

(7,012)

 

Income from real estate fund investments

 

 

26,368

 

 

-

 

 

-

 

 

26,368

 

Interest and other investment income, net

 

 

5,666

 

 

1,892

 

 

13

 

 

3,761

 

Interest and debt expense

 

 

(92,092)

 

 

(47,173)

 

 

(17,483)

 

 

(27,436)

 

Income (loss) before income taxes

 

 

127,692

 

 

121,859

 

 

16,920

 

 

(11,087)

 

Income tax benefit (expense)

 

 

88,072

 

 

(1,095)

 

 

(466)

 

 

89,633

 

Income from continuing operations

 

 

215,764

 

 

120,764

 

 

16,454

 

 

78,546

 

Loss from discontinued operations

 

 

(364)

 

 

-

 

 

-

 

 

(364)

 

Net income

 

 

215,400

 

 

120,764

 

 

16,454

 

 

78,182

 

Less net income attributable to noncontrolling interests

 

 

(29,384)

 

 

(2,552)

 

 

-

 

 

(26,832)

 

Net income attributable to Vornado

 

 

186,016

 

 

118,212

 

 

16,454

 

 

51,350

 

Interest and debt expense(2)

 

 

115,073

 

 

61,057

 

 

20,891

 

 

33,125

 

Depreciation and amortization(2)

 

 

163,245

 

 

95,567

 

 

47,803

 

 

19,875

 

Income tax (benefit) expense (2)

 

 

(87,653)

 

 

1,152

 

 

486

 

 

(89,291)

 

EBITDA(1)

 

$

376,681

 

$

275,988

(3)

$

85,634

(4)

$

15,059

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes on the following pages.

 

 

 

 

 

 

 

 

 

 

 

 

 

45


 
 
Net Income and EBITDA by Segment for the Three Months Ended June 30, 2016 and 2015 - continued
 

Notes to preceding tabular information:

 

 

 

 

 

 

 

 

 

 

 

 

(1)

EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization."  We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.

 

 

 

 

 

 

 

 

 

 

 

 

(2)

Interest and debt expense, depreciation and amortization and income tax expense (benefit) in the reconciliation of net income (loss) to EBITDA includes our share of these items from partially owned entities.

 

 

 

 

 

 

 

 

 

 

 

 

(3)

The elements of "New York" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

For the Three Months Ended June 30,

 

 

 

 

 

 

 

2016

 

2015

 

Office(a)

$

163,060

 

$

165,031

 

Retail

 

95,615

 

 

86,151

 

Residential

 

6,337

 

 

5,709

 

Alexander's

 

11,805

 

 

10,241

 

Hotel Pennsylvania

 

3,797

 

 

8,856

 

 

 

 

 

 

 

 

280,614

 

 

275,988

 

Gain on sale of 47% ownership interest in 7 West 34th Street

 

159,511

 

 

-

 

 

Total New York

$

440,125

 

$

275,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

2015 includes $3,304 of EBITDA from 20 Broad Street which was sold in December 2015. Excluding this item, EBITDA was $161,727.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

The elements of "Washington, DC" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

For the Three Months Ended June 30,

 

 

 

 

 

 

 

2016

 

2015

 

Office, excluding the Skyline properties (a)

$

63,757

 

$

68,509

 

Skyline properties

 

4,863

 

 

6,984

 

 

Total Office

 

68,620

 

 

75,493

 

Residential

 

10,834

 

 

10,141

 

 

Total Washington, DC

$

79,454

 

$

85,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

2015 includes $2,067 of EBITDA from 1750 Pennsylvania Avenue which was sold in September 2015. Excluding this item, EBITDA was $66,442.

46


 
 

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2016 and 2015 - continued

Notes to preceding tabular information - continued:

 

 

 

 

 

 

 

 

 

 

 

 

(5)

The elements of "Other" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

For the Three Months Ended June 30,

 

 

 

 

 

 

 

2016

 

2015

 

Our share of real estate fund investments:

 

 

 

 

 

 

 

Income before net realized/unrealized gains

$

1,526

 

$

2,671

 

 

Net realized/unrealized gains on investments

 

3,890

 

 

4,916

 

 

Carried interest 

 

2,128

 

 

2,909

 

Total

 

7,544

 

 

10,496

 

theMART (including trade shows)

 

25,965

 

 

22,144

 

555 California Street

 

12,117

 

 

12,831

 

India real estate ventures

 

430

 

 

375

 

Other investments

 

14,741

 

 

9,424

 

 

 

60,797

 

 

55,270

 

Corporate general and administrative expenses(a)

 

(24,239)

 

 

(23,760)

 

Investment income and other, net(a)

 

5,471

 

 

6,561

 

Acquisition and transaction related costs

 

(2,879)

 

 

(4,061)

 

UE and residual retail properties discontinued operations(b)

 

2,483

 

 

1,540

 

Our share of impairment loss on India real estate ventures

 

-

 

 

(14,806)

 

Our share of gains on sale of real estate of partially owned entities

 

-

 

 

4,513

 

Net income attributable to noncontrolling interests in

 

 

 

 

 

 

 

the Operating Partnership

 

(14,531)

 

 

(10,198)

 

 

 

 

 

 

 

$

27,102

 

$

15,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The amounts in these captions (for this table only) exclude the results of the mark-to-market of our deferred compensation plan of $4,359 of income and $609 of loss for the three months ended June 30, 2016 and 2015, respectively.

 

(b)

The three months ended June 30, 2015 includes $327 of transaction costs related to the spin-off of our strip shopping centers and malls.

 

EBITDA by Region

 

Below is a summary of the percentages of EBITDA by geographic region, excluding gains on sale of real estate, non-cash impairment losses and operations of sold properties.

 

 

 

 

 

For the Three Months Ended June 30,

 

 

 

 

 

2016

 

2015

 

 

Region:

 

 

 

 

 

 

 

New York City metropolitan area

 

70%

 

69%

 

 

 

Washington, DC / Northern Virginia area

20%

 

22%

 

 

 

Chicago, IL

 

7%

 

6%

 

 

 

San Francisco, CA

 

3%

 

3%

 

 

 

 

100%

 

100%

 

 

47


 
 

Results of Operations – Three Months Ended June 30, 2016 Compared to June 30, 2015

 

 

Revenues

Our revenues, which consist primarily of property rentals, tenant expense reimbursements, and fee and other income, were $621,708,000 for the three months ended June 30, 2016, compared to $616,288,000 for the prior year’s quarter, an increase of $5,420,000.  Below are the details of the increase (decrease) by segment:

 

 

(Amounts in thousands)

 

Total

 

 

New York

 

 

Washington, DC

 

 

Other

 

Increase (decrease) due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property rentals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, dispositions and other

 

$

(8,822)

 

 

$

(5,906)

 

 

$

(2,916)

 

 

$

-

 

 

Development and redevelopment

 

 

(19)

 

 

 

(60)

 

 

 

(843)

 

 

 

884

 

 

Hotel Pennsylvania

 

 

(4,211)

 

 

 

(4,211)

 

 

 

-

 

 

 

-

 

 

Trade shows

 

 

(123)

 

 

 

-

 

 

 

-

 

 

 

(123)

 

 

Same store operations

 

 

25,510

 

 

 

23,597

 

 

 

166

 

 

 

1,747

 

 

 

 

12,335

 

 

 

13,420

 

 

 

(3,593)

 

 

 

2,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tenant expense reimbursements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, dispositions and other

 

 

(814)

 

 

 

(736)

 

 

 

(78)

 

 

 

-

 

 

Development and redevelopment

 

 

(128)

 

 

 

(3)

 

 

 

(230)

 

 

 

105

 

 

Same store operations

 

 

(432)

 

 

 

2,263

 

 

 

(1,378)

 

 

 

(1,317)

 

 

 

 

 

(1,374)

 

 

 

1,524

 

 

 

(1,686)

 

 

 

(1,212)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee and other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BMS cleaning fees

 

 

(2,945)

 

 

 

(2,957)

 

 

 

-

 

 

 

12

 

 

Management and leasing fees

 

 

328

 

 

 

148

 

 

 

(38)

 

 

 

218

 

 

Lease termination fees

 

 

307

 

 

 

699

 

 

 

10

 

 

 

(402)

 

 

Other income

 

 

(3,231)

 

 

 

(1,326)

 

 

 

(2,081)

 

 

 

176

 

 

 

 

(5,541)

 

 

 

(3,436)

 

 

 

(2,109)

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total increase (decrease) in revenues

 

$

5,420

 

 

$

11,508

 

 

$

(7,388)

 

 

$

1,300

 

 

48


 
 

Results of Operations – Three Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative expenses, and acquisition and transaction related costs were $434,894,000 for the three months ended June 30, 2016, compared to $422,897,000 for the prior year’s quarter, an increase of $11,997,000.  Below are the details of the increase (decrease) by segment:

 

 

(Amounts in thousands)

 

Total

 

 

New York

 

 

Washington, DC

 

 

Other

 

Increase (decrease) due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, dispositions and other

 

$

1,942

 

 

$

3,144

 

 

$

(1,202)

 

 

$

-

 

 

Development and redevelopment

 

 

(453)

 

 

 

(93)

 

 

 

(732)

 

 

 

372

 

 

Non-reimbursable expenses, including

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

bad debt reserves

 

 

1,342

 

 

 

860

 

 

 

343

 

 

 

139

 

 

Hotel Pennsylvania

 

 

864

 

 

 

864

 

 

 

-

 

 

 

-

 

 

Trade shows

 

 

639

 

 

 

-

 

 

 

-

 

 

 

639

 

 

BMS expenses

 

 

(2,705)

 

 

 

(2,790)

 

 

 

-

 

 

 

85

 

 

Same store operations

 

 

819

 

 

 

3,188

 

 

 

(198)

 

 

 

(2,171)

 

 

 

 

 

2,448

 

 

 

5,173

 

 

 

(1,789)

 

 

 

(936)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, dispositions and other

 

 

2,080

 

 

 

2,671

 

 

 

(591)

 

 

 

-

 

 

Development and redevelopment

 

 

(7,847)

 

 

 

(54)

 

 

 

(7,759)

 

 

 

(34)

 

 

Same store operations

 

 

10,123

 

 

 

10,129

 

 

 

(200)

 

 

 

194

 

 

 

 

 

 

4,356

 

 

 

12,746

 

 

 

(8,550)

 

 

 

160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark-to-market of deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation plan liability

 

 

4,968

 

 

 

-

 

 

 

-

 

 

 

4,968

 (1)

 

Same store operations

 

 

1,407

 

 

 

(82)

 

 

 

784

 

 

 

705

 

 

 

 

 

6,375

 

 

 

(82)

 

 

 

784

 

 

 

5,673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition and transaction related costs

 

 

(1,182)

 

 

 

-

 

 

 

-

 

 

 

(1,182)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total increase (decrease) in expenses

 

$

11,997

 

 

$

17,837

 

 

$

(9,555)

 

 

$

3,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income, net” on our consolidated statements of income.

 

49


 
 

Results of Operations – Three Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Income (Loss) from Partially Owned Entities

Summarized below are the components of income (loss) from partially owned entities for the three months ended June 30, 2016 and 2015.

 

(Amounts in thousands)

 

Percentage

 

 

 

 

 

 

 

 

 

 

 

Ownership at

 

For the Three Months Ended June 30,

 

 

 

 

 

June 30, 2016

 

2016

 

2015

Our Share of Net Income (Loss):

 

 

 

 

 

 

 

 

Partially owned office buildings (1)

 

Various

 

$

(12,462)

 

$

(3,238)

Alexander's

 

32.4%

 

 

8,500

 

 

7,323

India real estate ventures

 

4.1%-36.5%

 

 

(1,934)

 

 

(16,567)

Urban Edge Properties ("UE")

 

5.4%

 

 

1,280

 

 

904

Pennsylvania Real Estate Investment Trust ("PREIT")

 

8.0%

 

 

(527)

 

 

(364)

Other investments (2)

 

Various

 

 

5,785

 

 

6,301

 

 

 

 

 

 

 

$

642

 

$

(5,641)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street and others.  In 2015, we recognized our $5,387 share of a write-off of a below market lease liability related to a tenant vacating at 650 Madison.

(2)

Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street, Toys "R" Us, Inc. and others.



Income from Real Estate Fund Investments

Below are the components of the income from our real estate fund investments for the three months ended June 30, 2016 and 2015.

 

(Amounts in thousands)

 

 

For the Three Months Ended June 30,

 

 

 

 

2016

 

2015

Net investment income

 

$

1,723

 

$

2,150

Net realized gains on exited investments

 

 

-

 

 

886

Net unrealized gains on held investments

 

 

14,666

 

 

23,332

Income from real estate fund investments

 

 

16,389

 

 

26,368

Less income attributable to noncontrolling interests

 

 

(8,845)

 

 

(15,872)

Income from real estate fund investments attributable to Vornado (1)

 

$

7,544

 

$

10,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excludes management, leasing and development fees of $935 and $633 for the three months ended June 30, 2016 and 2015, respectively, which are included as a component of "fee and other income" in our consolidated statements of income.

 

50


 
 

Results of Operations – Three Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Interest and Other Investment Income, net

 

Interest and other investment income, net was $10,236,000 for the three months ended June 30, 2016, compared to $5,666,000 in the prior year’s quarter, an increase of $4,570,000. This increase resulted primarily from an increase in the value of investments in our deferred compensation plan (offset by a corresponding decrease in the liability for plan assets in general and administrative expenses).

 

Interest and Debt Expense

 

Interest and debt expense was $105,576,000 for the three months ended June 30, 2016, compared to $92,092,000 in the prior year’s quarter, an increase of $13,484,000.  This increase was primarily due to (i) $6,937,000 of higher interest expense from the financings of the St. Regis Retail, 150 West 34th Street, 100 West 33rd Street, and our $750,000,000 delayed draw term loan, (ii) $4,335,000 of lower capitalized interest, and (iii) $2,711,000 of accrued default interest on our Skyline properties mortgage loan which has been transferred to the special servicer at our request.

 

 

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

For the three months ended June 30, 2016, we recognized a $159,511,000 net gain from the sale of a 47% ownership interest in 7 West 34th Street. 

 

Income Tax (Expense) Benefit

 

In the three months ended June 30, 2016, income tax expense was $2,109,000, compared to an income tax benefit of $88,072,000 for the prior year’s quarter, an increase in expense of $90,181,000.  This increase in expense resulted primarily from the prior year reversal of the valuation allowances against certain of our deferred tax assets, as we have concluded that it is more-likely-than-not that we will generate sufficient taxable income from the sale of 220 Central Park South residential condominium units to realize the deferred tax assets.

 

Income (Loss) from Discontinued Operations

 

We have reclassified the revenues and expenses of the UE portfolio and other retail properties that were sold or are currently held for sale to “income (loss) from discontinued operations” and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations” for all the periods presented in the accompanying financial statements.  The table below sets forth the combined results of assets related to discontinued operations for the three months ended June 30, 2016 and 2015.

 

 

 

 

 

 

 

(Amounts in thousands)

For the Three Months Ended June 30,

 

 

2016

 

2015

Total revenues

$

947

 

$

1,983

Total expenses

 

682

 

 

2,020

 

 

265

 

 

(37)

Net gains on sale of real estate

 

2,210

 

 

-

UE spin-off transaction related costs

 

-

 

 

(327)

Income (loss) from discontinued operations

$

2,475

 

$

(364)

51


 
 
Results of Operations – Three Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

 

Net income attributable to noncontrolling interests in consolidated subsidiaries was $13,025,000 for the three months ended June 30, 2016, compared to $19,186,000 for the prior year’s quarter, a decrease of $6,161,000.  This decrease resulted primarily from lower net income allocated to the noncontrolling interests, including noncontrolling interests of our real estate fund investments.

 

Net Income Attributable to Noncontrolling Interests in the Operating Partnership

 

Net income attributable to noncontrolling interests in the Operating Partnership was $14,531,000 for the three months ended June 30, 2016, compared to $10,198,000 for the prior year’s quarter, an increase of $4,333,000.  This increase resulted primarily from higher net income subject to allocation to unitholders.

 

Preferred Share Dividends

Preferred share dividends were $20,363,000 for the three months ended June 30, 2016, compared to $20,365,000 for the prior year’s quarter, a decrease of $2,000. 

 

 

 

52


 
 

Results of Operations – Three Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Same Store EBITDA

Same store EBITDA represents EBITDA from property level operations which are owned by us in both the current and prior year reporting periods.  Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be property-level expenses, as well as other non-operating items.  We also present same store EBITDA on a cash basis which excludes income from the straight-lining of rents, amortization of below-market leases, net of above-market leases and other non-cash adjustments. 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 EBITDA 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 EBITDA to same store EBITDA for each of our segments for the three months ended June 30, 2016, compared to the three months ended June 30, 2015.

 

(Amounts in thousands)

 

 

New York

 

Washington, DC

 

EBITDA for the three months ended June 30, 2016

 

$

440,125

 

$

79,454

 

 

Add-back:

 

 

 

 

 

 

 

 

 

Non-property level overhead expenses included above

 

 

7,807

 

 

7,295

 

 

Less EBITDA from:

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

(7,619)

 

 

-

 

 

 

Dispositions, including net gains on sale

 

 

(159,751)

 

 

7

 

 

 

Properties taken out of service for redevelopment

 

 

(6,886)

 

 

(214)

 

 

 

Other non-operating income

 

 

4,484

 

 

(136)

 

Same store EBITDA for the three months ended June 30, 2016

 

$

278,160

 

$

86,406

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA for the three months ended June 30, 2015

 

$

275,988

 

$

85,634

 

 

Add-back:

 

 

 

 

 

 

 

 

 

Non-property level overhead expenses included above

 

 

7,889

 

 

6,511

 

 

Less EBITDA from:

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

(1,463)

 

 

-

 

 

 

Dispositions, including net gains on sale

 

 

(3,786)

 

 

(2,067)

 

 

 

Properties taken out of service for redevelopment

 

 

(5,587)

 

 

(808)

 

 

 

Other non-operating income

 

 

(12,923)

 

 

(1,753)

 

Same store EBITDA for the three months ended June 30, 2015

 

$

260,118

 

$

87,517

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in same store EBITDA -

 

 

 

 

 

 

 

 

Three months ended June 30, 2016 vs. June 30, 2015

 

$

18,042

(1)

$

(1,111)

(3)

 

 

 

 

 

 

 

 

 

 

 

 

% increase (decrease) in same store EBITDA

 

 

6.9%

(2)

 

(1.3%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes on following page

 

53


 
 
Results of Operations – Three Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Notes to preceding tabular information:

 

 

New York:

 

(1)     The $18,042,000 increase in New York same store EBITDA resulted primarily from increases in Office and Retail EBITDA of $11,798,000 and $10,560,000, respectively, partially offset by a decrease in Hotel Pennsylvania EBITDA of $5,059,000.  The Office and Retail EBITDA increases resulted primarily from higher rents, partially offset by higher operating expenses, net of reimbursements.

 

(2)     Excluding Hotel Pennsylvania, same store EBITDA increased by 9.2%.

 

 

Washington, DC:

 

(3)     The $1,111,000 decrease in Washington, DC same store EBITDA resulted primarily from higher net operating expenses of $1,524,000 partially offset by higher rental revenue of $610,000.

 

 

Reconciliation of Same Store EBITDA to Cash basis Same Store EBITDA

(Amounts in thousands)

 

 

New York

 

 

Washington, DC

Same store EBITDA for the three months ended June 30, 2016

 

$

278,160

 

 

$

86,406

Less: Adjustments for straight-line rents, amortization of acquired

 

 

 

 

 

 

 

 

below-market leases, net, and other non-cash adjustments

 

 

(46,433)

 

 

 

(7,459)

Cash basis same store EBITDA for the three months ended

 

 

 

 

 

 

 

 

June 30, 2016

 

$

231,727

 

 

$

78,947

 

 

 

 

 

 

 

 

 

 

 

 

Same store EBITDA for the three months ended June 30, 2015

 

$

260,118

 

 

$

87,517

Less: Adjustments for straight-line rents, amortization of acquired

 

 

 

 

 

 

 

 

below-market leases, net, and other non-cash adjustments

 

 

(41,298)

 

 

 

(6,524)

Cash basis same store EBITDA for the three months ended

 

 

 

 

 

 

 

 

June 30, 2015

 

$

218,820

 

 

$

80,993

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in Cash basis same store EBITDA -

 

 

 

 

 

 

 

 

Three months ended June 30, 2016 vs. June 30, 2015

 

$

12,907

 

 

$

(2,046)

 

 

 

 

 

 

 

 

 

 

 

 

% increase (decrease) in Cash basis same store EBITDA

 

 

5.9%

(1)

 

 

(2.5%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excluding Hotel Pennsylvania, same store EBITDA increased by 8.5% on a cash basis.

54


 
 

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2016 and 2015

Below is a summary of net income and a reconciliation of net income to EBITDA(1)by segment for the six months ended June 30, 2016 and 2015.

 

(Amounts in thousands)

For the Six Months Ended June 30, 2016

 

 

 

 

Total

 

New York

 

Washington, DC

 

Other

 

Total revenues

 

$

1,234,745

 

$

836,595

 

$

255,480

 

$

142,670

 

Total expenses

 

 

1,048,211

 

 

537,730

 

 

345,671

 

 

164,810

 

Operating income (loss)

 

 

186,534

 

 

298,865

 

 

(90,191)

 

 

(22,140)

 

(Loss) income from partially owned entities

 

 

(3,598)

 

 

(4,564)

 

 

(5,001)

 

 

5,967

 

Income from real estate fund investments

 

 

27,673

 

 

-

 

 

-

 

 

27,673

 

Interest and other investment income, net

 

 

13,754

 

 

2,329

 

 

92

 

 

11,333

 

Interest and debt expense

 

 

(206,065)

 

 

(110,981)

 

 

(35,752)

 

 

(59,332)

 

Net gain on disposition of wholly owned and partially

 

 

 

 

 

 

 

 

 

 

 

 

 

 

owned assets

 

 

160,225

 

 

159,511

 

 

-

 

 

714

 

Income (loss) before income taxes

 

 

178,523

 

 

345,160

 

 

(130,852)

 

 

(35,785)

 

Income tax expense

 

 

(4,940)

 

 

(1,775)

 

 

(582)

 

 

(2,583)

 

Income (loss) from continuing operations

 

 

173,583

 

 

343,385

 

 

(131,434)

 

 

(38,368)

 

Income from discontinued operations

 

 

3,191

 

 

-

 

 

-

 

 

3,191

 

Net income (loss)

 

 

176,774

 

 

343,385

 

 

(131,434)

 

 

(35,177)

 

Less net income attributable to noncontrolling interests

 

 

(29,747)

 

 

(6,826)

 

 

-

 

 

(22,921)

 

Net income (loss) attributable to Vornado

 

 

147,027

 

 

336,559

 

 

(131,434)

 

 

(58,098)

 

Interest and debt expense(2)

 

 

253,919

 

 

142,369

 

 

42,047

 

 

69,503

 

Depreciation and amortization(2)

 

 

348,163

 

 

219,717

 

 

81,986

 

 

46,460

 

Income tax expense (2)

 

 

7,965

 

 

1,979

 

 

2,470

 

 

3,516

 

EBITDA(1)

 

$

757,074

 

$

700,624

(3)

$

(4,931)

(4)

$

61,381

(5)

                               

 

(Amounts in thousands)

 

For the Six Months Ended June 30, 2015

 

 

 

 

Total

 

New York

 

Washington, DC

 

Other

 

Total revenues

 

$

1,223,090

 

$

813,775

 

$

268,824

 

$

140,491

 

Total expenses

 

 

861,985

 

 

503,058

 

 

191,658

 

 

167,269

 

Operating income (loss)

 

 

361,105

 

 

310,717

 

 

77,166

 

 

(26,778)

 

Loss from partially owned entities

 

 

(8,384)

 

 

(2,487)

 

 

(1,674)

 

 

(4,223)

 

Income from real estate fund investments

 

 

50,457

 

 

-

 

 

-

 

 

50,457

 

Interest and other investment income, net

 

 

16,458

 

 

3,754

 

 

26

 

 

12,678

 

Interest and debt expense

 

 

(183,766)

 

 

(92,524)

 

 

(35,643)

 

 

(55,599)

 

Net gain on disposition of wholly owned and partially

 

 

 

 

 

 

 

 

 

 

 

 

 

 

owned assets

 

 

1,860

 

 

-

 

 

-

 

 

1,860

 

Income (loss) before income taxes

 

 

237,730

 

 

219,460

 

 

39,875

 

 

(21,605)

 

Income tax benefit (expense)

 

 

87,101

 

 

(2,038)

 

 

208

 

 

88,931

 

Income from continuing operations

 

 

324,831

 

 

217,422

 

 

40,083

 

 

67,326

 

Income from discontinued operations

15,815

 

 

-

 

 

-

 

 

15,815

 

Net income

 

 

340,646

 

 

217,422

 

 

40,083

 

 

83,141

 

Less net income attributable to noncontrolling interests

 

 

(50,553)

 

 

(4,058)

 

 

-

 

 

(46,495)

 

Net income attributable to Vornado

 

 

290,093

 

 

213,364

 

 

40,083

 

 

36,646

 

Interest and debt expense(2)

 

 

229,748

 

 

119,724

 

 

42,403

 

 

67,621

 

Depreciation and amortization(2)

 

 

319,695

 

 

189,691

 

 

88,555

 

 

41,449

 

Income tax (benefit) expense(2)

 

 

(88,392)

 

 

2,154

 

 

(2,150)

 

 

(88,396)

 

EBITDA(1)

 

$

751,144

 

$

524,933

(3)

$

168,891

(4)

$

57,320

(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes on the following pages.

 

 

 

 

 

 

 

 

 

 

 

 

 

55


 
 
Net Income and EBITDA by Segment for the Six Months Ended June 30, 2016 and 2015 - continued

 

 

Notes to preceding tabular information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (1)

EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization."  We consider EBITDA a 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (2)

Interest and debt expense, depreciation and amortization and income tax expense (benefit) in the reconciliation of net income (loss) to EBITDA includes our share of these items from partially owned entities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (3)

The elements of "New York" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the Six Months Ended June 30,

 

 

 

 

 

 

 

 

2016

 

2015

 

 

Office(a)

 

$

315,789

 

$

319,340

 

 

Retail

 

 

188,938

 

 

167,456

 

 

Residential

 

 

12,687

 

 

10,759

 

 

Alexander's

 

 

23,374

 

 

20,648

 

 

Hotel Pennsylvania

 

 

325

 

 

6,730

 

 

 

 

 

 

 

 

 

541,113

 

 

524,933

 

 

Gain on sale of 47% ownership interest in 7 West 34th Street

 

 

159,511

 

 

-

 

 

 

Total New York

 

$

700,624

 

$

524,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

2015 includes $6,844 of EBITDA from 20 Broad Street which was sold in December 2015. Excluding this item, EBITDA was $312,496.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (4)

The elements of "Washington, DC" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the Six Months Ended June 30,

 

 

 

 

 

 

 

 

2016

 

2015

 

 

Office, excluding the Skyline properties (a)

 

$

124,573

 

$

135,878

 

 

Skyline properties

 

 

9,955

 

 

13,039

 

 

Skyline properties impairment loss

 

 

(160,700)

 

 

-

 

 

 

Total Office

 

 

(26,172)

 

 

148,917

 

 

Residential

 

 

21,241

 

 

19,974

 

 

 

Total Washington, DC

 

$

(4,931)

 

$

168,891

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

2015 includes $3,990 of EBITDA from 1750 Pennsylvania Avenue which was sold in September 2015. Excluding this item, EBITDA was $131,888.

56


 
 

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2016 and 2015 - continued

 

Notes to preceding tabular information - continued:

 

 

 

 

 

 

 

 

 

 

 

 

 

 (5)

The elements of "Other" EBITDA are summarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

For the Six Months Ended June 30,

 

 

 

 

 

 

 

2016

 

2015

 

 

Our share of real estate fund investments:

 

 

 

 

 

 

 

 

Income before net realized/unrealized gains

$

3,757

 

$

4,285

 

 

 

Net realized/unrealized gains on investments

 

5,451

 

 

10,464

 

 

 

Carried interest 

 

3,647

 

 

6,297

 

 

Total

 

12,855

 

 

21,046

 

 

theMART (including trade shows)

 

48,993

 

 

43,185

 

 

555 California Street

 

23,732

 

 

25,232

 

 

India real estate ventures

 

1,749

 

 

2,216

 

 

Other investments

 

27,063

 

 

16,183

 

 

 

 

114,392

 

 

107,862

 

 

Corporate general and administrative expenses(a) (b)

 

(54,845)

 

 

(59,702)

 

 

Investment income and other, net(a)

 

12,446

 

 

15,323

 

 

Acquisition and transaction related costs

 

(7,486)

 

 

(6,042)

 

 

UE and residual retail properties discontinued operations(c)

 

3,204

 

 

23,797

 

 

Net gain on sale of residential condominiums

 

714

 

 

1,860

 

 

Our share of impairment loss on India real estate ventures

 

-

 

 

(14,806)

 

 

Our share of gains on sale of real estate of partially owned entities

 

-

 

 

4,513

 

 

Net income attributable to noncontrolling interests in

 

 

 

 

 

 

 

 

the Operating Partnership

 

(7,044)

 

 

(15,485)

 

 

 

 

 

 

 

$

61,381

 

$

57,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The amounts in these captions (for this table only) excludes income from the mark-to-market of our deferred compensation plan of $2,421 and $2,250 of income for the six months ended June 30, 2016 and 2015, respectively.

 

 

(b)

The six months ended June 30, 2015 includes a cumulative catch up of $4,542 from the acceleration of recognition of compensation expense related to the modification of the 2012-2014 Out-Performance Plans.

 

 

(c)

The six months ended June 30, 2015 includes $22,972 of transaction costs related to the spin-off of our strip shopping centers and malls.

 

EBITDA by Region

 

Below is a summary of the percentages of EBITDA by geographic region, excluding gains on sale of real estate, non-cash impairment losses and operations of sold properties.

 

 

 

 

 

For the Six Months Ended June 30,

 

 

 

 

 

2016

 

2015

 

 

Region:

 

 

 

 

 

 

 

New York City metropolitan area

 

70%

 

69%

 

 

 

Washington, DC / Northern Virginia area

21%

 

22%

 

 

 

Chicago, IL

 

6%

 

6%

 

 

 

San Francisco, CA

 

3%

 

3%

 

 

 

 

100%

 

100%

 

 

57


 
 

Results of Operations – Six Months Ended June 30, 2016 Compared to June 30, 2015

 

 

Revenues

Our revenues, which consist primarily of property rentals, tenant expense reimbursements, and fee and other income, were $1,234,745,000 for the six months ended June 30, 2016, compared to $1,223,090,000 for the prior year’s six months, an increase of $11,655,000.  Below are the details of the increase (decrease) by segment:

 

 

(Amounts in thousands)

 

Total

 

 

New York

 

 

Washington, DC

 

 

Other

Increase (decrease) due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property rentals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, dispositions and other

 

$

(8,067)

 

 

$

(2,569)

 

 

$

(5,498)

 

 

$

-

 

Development and redevelopment

 

 

(620)

 

 

 

(150)

 

 

 

(1,981)

 

 

 

1,511

 

Hotel Pennsylvania

 

 

(6,694)

 

 

 

(6,694)

 

 

 

-

 

 

 

-

 

Trade shows

 

 

(776)

 

 

 

-

 

 

 

-

 

 

 

(776)

 

Same store operations

 

 

47,710

 

 

 

44,762

 

 

 

(393)

 

 

 

3,341

 

 

 

31,553

 

 

 

35,349

 

 

 

(7,872)

 

 

 

4,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tenant expense reimbursements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, dispositions and other

 

 

(979)

 

 

 

(833)

 

 

 

(146)

 

 

 

-

 

Development and redevelopment

 

 

385

 

 

 

2

 

 

 

(298)

 

 

 

681

 

Same store operations

 

 

(8,126)

 

 

 

(2,149)

 

 

 

(3,070)

 

 

 

(2,907)

 

 

 

 

(8,720)

 

 

 

(2,980)

 

 

 

(3,514)

 

 

 

(2,226)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee and other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BMS cleaning fees

 

 

(7,433)

 

 

 

(7,602)

(1)

 

 

-

 

 

 

169

 

Management and leasing fees

 

 

936

 

 

 

258

 

 

 

80

 

 

 

598

 

Lease termination fees

 

 

(1,035)

 

 

 

(633)

 

 

 

46

 

 

 

(448)

 

Other income

 

 

(3,646)

 

 

 

(1,572)

 

 

 

(2,084)

 

 

 

10

 

 

 

(11,178)

 

 

 

(9,549)

 

 

 

(1,958)

 

 

 

329

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total increase (decrease) in revenues

 

$

11,655

 

 

$

22,820

 

 

$

(13,344)

 

 

$

2,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Primarily from the termination of a third party cleaning contract in 2015.

 

58


 
 

Results of Operations – Six Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative expenses, and impairment loss and acquisition and transaction related costs were $1,048,211,000 for the six months ended June 30, 2016, compared to $861,985,000 for the prior year’s six months, an increase of $186,226,000.  Below are the details of the increase (decrease) by segment:

 

 

(Amounts in thousands)

 

Total

 

 

New York

 

 

Washington, DC

 

 

Other

 

Increase (decrease) due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, dispositions and other

 

$

5,952

 

 

$

8,321

 

 

$

(2,369)

 

 

$

-

 

 

Development and redevelopment

 

 

(246)

 

 

 

(124)

 

 

 

(721)

 

 

 

599

 

 

Non-reimbursable expenses, including bad debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reserves

 

 

1,971

 

 

 

904

 

 

 

1,228

 

 

 

(161)

 

 

Hotel Pennsylvania

 

 

(298)

 

 

 

(298)

 

 

 

-

 

 

 

-

 

 

Trade shows

 

 

409

 

 

 

-

 

 

 

-

 

 

 

409

 

 

BMS expenses

 

 

(6,399)

 

 

 

(6,676)

(1)

 

 

-

 

 

 

277

 

 

Same store operations

 

 

2,915

 

 

 

7,692

 

 

 

(1,411)

 

 

 

(3,366)

 

 

 

 

 

4,304

 

 

 

9,819

 

 

 

(3,273)

 

 

 

(2,242)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, dispositions and other

 

 

6,343

 

 

 

7,510

 

 

 

(1,167)

 

 

 

-

 

 

Development and redevelopment

 

 

(5,845)

 

 

 

(296)

 

 

 

(5,491)

 

 

 

(58)

 

 

Same store operations

 

 

22,693

 

 

 

19,798

 

 

 

200

 

 

 

2,695

 

 

 

 

 

 

23,191

 

 

 

27,012

 

 

 

(6,458)

 

 

 

2,637

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark-to-market of deferred compensation plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

liability

 

 

171

 

 

 

-

 

 

 

-

 

 

 

171

(2)

 

Same store operations

 

 

(3,584)

 

 

 

(2,159)

(3)

 

 

3,044

(4)

 

 

(4,469)

(5)

 

 

 

 

(3,413)

 

 

 

(2,159)

 

 

 

3,044

 

 

 

(4,298)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment loss and acquisition and transaction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

related costs

 

 

162,144

 

 

 

-

 

 

 

160,700

(6)

 

 

1,444

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total increase (decrease) in expenses

 

$

186,226

 

 

$

34,672

 

 

$

154,013

 

 

$

(2,459)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Primarily from the termination of a third party cleaning contract in 2015.

(2)

This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income, net” on our consolidated statements of income.

(3)

Results primarily from (i) the six months ended June 30, 2015 including a cumulative catch up of $986 from the acceleration of recognition of compensation expense related to the modification of the 2012-2014 Out-Performance Plans and (ii) higher capitalized leasing payroll in 2016.

(4)

Results primarily from lower capitalized payroll in 2016.

(5)

The six months ended June 30, 2015 includes a cumulative catch up of $4,542 from the acceleration of recognition of compensation expense related to the modification of the 2012-2014 Out-Performance Plans.

(6)

On March 15, 2016, we notified the servicer of the $678,000 mortgage loan on the Skyline properties in Virginia that cash flow will be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls.  Accordingly, at our request, the loan has been transferred to the special servicer. Consequently, based on our shortened estimated holding period for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a $160,700 non-cash impairment loss in the first quarter of 2016.  The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including a capitalization rate of 8.0% and a discount rate of 8.2%.

59


 
 
Results of Operations – Six Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Loss from Partially Owned Entities

Summarized below are the components of loss from partially owned entities for the six months ended June 30, 2016 and 2015.

 

(Amounts in thousands)

 

Percentage

 

 

 

 

 

 

 

 

 

 

 

 

Ownership at

 

For the Six Months Ended June 30,

 

 

 

 

 

 

June 30, 2016

 

2016

 

2015

Our Share of Net (Loss) Income:

 

 

 

 

 

 

 

 

Partially owned office buildings (1)

 

Various

 

$

(26,711)

 

$

(12,534)

Alexander's

32.4%

 

 

17,162

 

 

15,014

PREIT

 

8.0%

 

 

(4,815)

 

 

(364)

India real estate ventures

 

4.1%-36.5%

 

 

(2,620)

 

 

(16,676)

UE

 

5.4%

 

 

2,365

 

 

1,488

Other investments (2)

 

Various

 

 

11,021

 

 

4,688

 

 

 

 

 

 

 

 

$

(3,598)

 

$

(8,384)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street and others.  In 2015, we recognized our $5,387 share of a write-off of a below market lease liability related to a tenant vacating at 650 Madison.

(2)

Includes interests in Independence Plaza, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street, Toys "R" Us, Inc. and others.

 

Income from Real Estate Fund Investments

 

Below are the components of the income from our real estate fund investments for the six months ended June 30, 2016 and 2015.

 (Amounts in thousands)

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

2015

Net investment income

 

$

6,396

 

$

8,600

Net realized gains on exited investments

 

 

14,676

 

 

25,591

Previously recorded unrealized gain on exited investment

 

 

(14,254)

 

 

(23,279)

Net unrealized gains on held investments

 

 

20,855

 

 

39,545

Income from real estate fund investments

 

 

27,673

 

 

50,457

Less income attributable to noncontrolling interests

 

 

(14,818)

 

 

(29,411)

Income from real estate fund investments attributable to Vornado (1)

 

$

12,855

 

$

21,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excludes management, leasing and development fees of $1,695 and $1,337 for the six months ended June 30, 2016 and 2015, respectively, which are included as a component of "fee and other income" in our consolidated statements of income.

 

60


 
 

Results of Operations – Six Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Interest and Other Investment Income, net

 

Interest and other investment income, net was $13,754,000 for the six months ended June 30, 2016, compared to $16,458,000 for the prior year’s six months, a decrease of $2,704,000.  This decrease resulted primarily from a $2,463,000 decrease in interest on loans receivable as a result of lower outstanding loan balances.

 

Interest and Debt Expense

 

Interest and debt expense was $206,065,000 for the six months ended June 30, 2016, compared to $183,766,000 for the prior year’s six months, an increase of $22,299,000.  This increase was primarily due to (i) $13,634,000 of higher interest expense from the financings of the St. Regis Retail, 150 West 34th Street, 100 West 33rd Street, and our $750,000,000 delayed draw term loan, (ii) $6,374,000 of lower capitalized interest, and (iii) $2,711,000 of accrued default interest on our Skyline properties mortgage loan which has been transferred to the special servicer at our request.

 

 

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

 

For the six months ended June 30, 2016, we recognized a $160,225,000 net gain on disposition of wholly owned and partially owned assets, primarily from the sale of a 47% ownership interest in 7 West 34th Street and net gains from the sale of residential condominiums, compared to $1,860,000 for the prior year’s six months, primarily from the sale of residential condominiums.

 

Income Tax (Expense) Benefit

 

        In the six months ended June 30, 2016, income tax expense was $4,940,000, compared to an income tax benefit of $87,101,000 for the prior year’s six months, an increase in expense of  $92,041,000.  This increase in expense resulted primarily from the prior year reversal of the valuation allowances against certain of our deferred tax assets, as we have concluded that it is more-likely-than-not that we will generate sufficient taxable income from the sale of 220 Central Park South residential condominium units to realize the deferred tax assets.

 

61


 
 

Results of Operations – Six Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Income from Discontinued Operations

We have reclassified the revenues and expenses of the UE portfolio and other retail properties that were sold or are currently held for sale to “income (loss) from discontinued operations” and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations” for all the periods presented in the accompanying financial statements.  The table below sets forth the combined results of assets related to discontinued operations for the six months ended June 30, 2016 and 2015.

 

 

 

 

 

 

 

(Amounts in thousands)

For the Six Months Ended June 30,

 

 

2016

 

2015

Total revenues

$

2,129

 

$

22,279

Total expenses

 

1,148

 

 

15,393

 

 

981

 

 

6,886

Net gains on sale of real estate

 

2,210

 

 

10,867

UE spin-off transaction related costs

 

-

 

 

(22,972)

Net gain on sale of lease position in Geary Street, CA

 

-

 

 

21,376

Impairment losses

 

-

 

 

(256)

Pretax income from discontinued operations

 

3,191

 

 

15,901

Income tax expense

 

-

 

 

(86)

Income from discontinued operations

$

3,191

 

$

15,815

 

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

 

Net income attributable to noncontrolling interests in consolidated subsidiaries was $22,703,000 for the six months ended June 30, 2016, compared to $35,068,000 for the prior year’s six months, a decrease of $12,365,000.  This decrease resulted primarily from lower net income allocated to the noncontrolling interests, including noncontrolling interests of our real estate fund investments.

 

Net Income Attributable to Noncontrolling Interests in the Operating Partnership

 

Net income attributable to noncontrolling interests in the Operating Partnership was $7,044,000 for the six months ended June 30, 2016, compared to $15,485,000 for the prior year’s six months, a decrease of $8,441,000.  This decrease resulted primarily from lower net income subject to allocation to unitholders.

 

Preferred Share Dividends

 

Preferred share dividends were $40,727,000 for the six months ended June 30, 2016, compared to $39,849,000 for the prior year’s six months, an increase of $878,000. 

 

 

62


 
 

Results of Operations – Six Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Same Store EBITDA

Same store EBITDA represents EBITDA from property level operations which are owned by us in both the current and prior year reporting periods.  Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be property-level expenses, as well as other non-operating items.  We also present same store EBITDA on a cash basis which excludes income from the straight-lining of rents, amortization of below-market leases, net of above-market leases and other non-cash adjustments.  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 EBITDA 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 EBITDA to same store EBITDA for each of our segments for the six months ended June 30, 2016, compared to six months ended June 30, 2015.

 

(Amounts in thousands)

 

 

New York

 

Washington, DC

 

EBITDA for the six months ended June 30, 2016

 

$

700,624

 

$

(4,931)

 

 

Add-back:

 

 

 

 

 

 

 

 

 

Non-property level overhead expenses included above

 

 

17,774

 

 

15,259

 

 

Less EBITDA from:

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

(18,797)

 

 

-

 

 

 

Dispositions

 

 

(159,341)

 

 

(27)

 

 

 

Properties taken out of service for redevelopment

 

 

(13,254)

 

 

(8)

 

 

 

Other non-operating income, net

 

 

6,030

 

 

160,400

 

Same store EBITDA for the six months ended June 30, 2016

 

$

533,036

 

$

170,693

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA for the six months ended June 30, 2015

 

$

524,933

 

$

168,891

 

 

Add-back:

 

 

 

 

 

 

 

 

 

Non-property level overhead expenses included above

 

 

19,933

 

 

12,215

 

 

Less EBITDA from:

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

(1,888)

 

 

-

 

 

 

Dispositions

 

 

(7,132)

 

 

(4,049)

 

 

 

Properties taken out of service for redevelopment

 

 

(10,612)

 

 

(2,008)

 

 

 

Other non-operating income, net

 

 

(23,096)

 

 

(1,882)

 

Same store EBITDA for the six months ended June 30, 2015

 

$

502,138

 

$

173,167

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in same store EBITDA -

 

 

 

 

 

 

 

 

Six months ended June 30, 2016 vs. June 30, 2015

 

$

30,898

(1)

$

(2,474)

(3)

 

 

 

 

 

 

 

 

 

 

 

 

% increase (decrease) in same store EBITDA

 

 

6.2%

(2)

 

(1.4%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes on following page.

63


 
 
Results of Operations – Six Months Ended June 30, 2016 Compared to June 30, 2015 - continued

 

 

Notes to preceding tabular information:

 

 

New York:

 

(1)     The $30,898,000 increase in New York same store EBITDA resulted primarily from increases in Office and Retail EBITDA of $21,538,000 and $13,770,000, respectively, partially offset by a decrease in Hotel Pennsylvania EBITDA of $6,405,000.  The Office and Retail EBITDA increases resulted primarily from higher rents, partially offset by higher operating expenses, net of reimbursements.

 

(2)     Excluding Hotel Pennsylvania, same store EBITDA increased by 7.5%.

 

Washington, DC:

 

(3)     The $2,474,000 decrease in Washington, DC same store EBITDA resulted primarily from higher net operating expenses of $2,887,000 partially offset by higher rental revenue of $520,000.

 

 

Reconciliation of Same Store EBITDA to Cash Basis Same Store EBITDA



(Amounts in thousands)

 

 

New York

 

 

Washington, DC

Same store EBITDA for the six months ended June 30, 2016

 

$

533,036

 

 

$

170,693

Less: Adjustments for straight-line rents, amortization of acquired

 

 

 

 

 

 

 

 

below-market leases, net, and other non-cash adjustments

 

 

(90,886)

 

 

 

(13,529)

Cash basis same store EBITDA for the six months ended

 

 

 

 

 

 

 

 

June 30, 2016

 

$

442,150

 

 

$

157,164

 

 

 

 

 

 

 

 

 

 

 

 

Same store EBITDA for the six months ended June 30, 2015

 

$

502,138

 

 

$

173,167

Less: Adjustments for straight-line rents, amortization of acquired

 

 

 

 

 

 

 

 

below-market leases, net, and other non-cash adjustments

 

 

(75,211)

 

 

 

(12,730)

Cash basis same store EBITDA for the six months ended

 

 

 

 

 

 

 

 

June 30, 2015

 

$

426,927

 

 

$

160,437

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash basis same store EBITDA -

 

 

 

 

 

 

 

 

Six months ended June 30, 2016 vs. June 30, 2015

 

$

15,223

 

 

$

(3,273)

 

 

 

 

 

 

 

 

 

 

 

 

% increase (decrease) in cash basis same store EBITDA

 

 

3.6%

(1)

 

 

(2.0%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excluding Hotel Pennsylvania, same store EBITDA increased by 5.1% on a cash basis.

64


 
 
SUPPLEMENTAL INFORMATION

 

Reconciliation of Net Income to EBITDA for the Three Months Ended March 31, 2016

 

(Amounts in thousands)

 

New York

 

Washington, DC

Net income attributable to Vornado for the three months ended March 31, 2016

 

$

79,808

 

$

(146,737)

Interest and debt expense

 

 

71,198

 

 

19,406

Depreciation and amortization

 

 

108,403

 

 

42,681

Income tax expense

 

 

1,090

 

 

265

EBITDA for the three months ended March 31, 2016

 

$

260,499

 

$

(84,385)

 

 

 

 

 

 

 

 

 

 

                   

 

 

Reconciliation of EBITDA to Same Store EBITDA – Three Months Ended June 30, 2016 Compared to March 31, 2016

 

 

(Amounts in thousands)

 

 

New York

 

Washington, DC

EBITDA for the three months ended June 30, 2016

 

$

440,125

 

$

79,454

 

Add-back:

 

 

 

 

 

 

 

 

Non-property level overhead expenses included above

 

 

7,807

 

 

7,295

 

Less EBITDA from:

 

 

 

 

 

 

 

 

Acquisitions

 

 

(264)

 

 

-

 

 

Dispositions

 

 

(159,750)

 

 

7

 

 

Properties taken out of service for redevelopment

 

 

(7,574)

 

 

(214)

 

 

Other non-operating income, net

 

 

4,484

 

 

(136)

Same store EBITDA for the three months ended June 30, 2016

 

$

284,828

 

$

86,406

 

 

 

 

 

 

 

 

 

 

 

EBITDA for the three months ended March 31, 2016

 

$

260,499

 

$

(84,385)

 

Add-back:

 

 

 

 

 

 

 

 

Non-property level overhead expenses included above

 

 

9,967

 

 

7,964

 

Less EBITDA from:

 

 

 

 

 

 

 

 

Acquisitions

 

 

(2,095)

 

 

-

 

 

Dispositions, including net gains on sale

 

 

(151)

 

 

(34)

 

 

Properties taken out of service for redevelopment

 

 

(6,372)

 

 

209

 

 

Other non-operating income, net

 

 

1,563

 

 

160,535

Same store EBITDA for the three months ended March 31, 2016

 

$

263,411

 

$

84,289

 

 

 

 

 

 

 

 

 

 

 

Increase in same store EBITDA -

 

 

 

 

 

 

 

Three months ended June 30, 2016 vs. March 31, 2016

 

$

21,417

 

$

2,117

 

 

 

 

 

 

 

 

 

 

 

% increase in same store EBITDA

 

 

8.1%

(1)

 

2.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excluding Hotel Pennsylvania, same store EBITDA increased by 5.3%.

 

65


 
 

SUPPLEMENTAL INFORMATION – CONTINUED

 

Reconciliation of Same Store EBITDA to Cash Basis Same Store EBITDA – Three Months Ended June 30, 2016 Compared to March 31, 2016



(Amounts in thousands)

 

 

New York

 

 

Washington, DC

Same store EBITDA for the three months ended June 30, 2016

 

$

284,828

 

 

$

86,406

Less: Adjustments for straight-line rents, amortization of acquired

 

 

 

 

 

 

 

 

below-market leases, net, and other non-cash adjustments

 

 

(50,970)

 

 

 

(7,459)

Cash basis same store EBITDA for the three months ended

 

 

 

 

 

 

 

 

June 30, 2016

 

$

233,858

 

 

$

78,947

 

 

 

 

 

 

 

 

 

 

 

 

Same store EBITDA for the three months ended March 31, 2016

 

$

263,411

 

 

$

84,289

Less: Adjustments for straight-line rents, amortization of acquired

 

 

 

 

 

 

 

 

below-market leases, net, and other non-cash adjustments

 

 

(49,175)

 

 

 

(6,059)

Cash basis same store EBITDA for the three months ended

 

 

 

 

 

 

 

 

March 31, 2016

 

$

214,236

 

 

$

78,230

 

 

 

 

 

 

 

 

 

 

 

 

Increase in cash basis same store EBITDA -

 

 

 

 

 

 

 

 

Three months ended June 30, 2016 vs. March 31, 2016

 

$

19,622

 

 

$

717

 

 

 

 

 

 

 

 

 

 

 

 

% increase in cash basis same store EBITDA

 

 

9.2%

(1)

 

 

0.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Excluding Hotel Pennsylvania, same store EBITDA increased by 5.7% on a cash basis.

66


 
 
Liquidity and Capital Resources

 

Property rental income 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, leasing commissions, dividends to shareholders, 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, and our 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 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.

 

In the first quarter of 2016, we notified the servicer of the $678,000,000 mortgage loan on the Skyline properties in Virginia that cash flow will be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls.  Accordingly, at our request, the loan has been transferred to the special servicer.  In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments.  Pursuant to the loan agreement, the loan is in default, causing the loan to be immediately due and payable, and is subject to incremental default interest  which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid.  This loan is recourse only to the Skyline properties.  Accordingly, this default has not had, nor is expected to have, any material impact on our current or future business operations, our ability to raise capital or our credit ratings.  For the three and six months ended June 30, 2016, we accrued $2,711,000 of default interest expense.  We continue to negotiate with the special servicer.  There can be no assurance as to the timing or ultimate resolution of this matter.



Cash Flows for the Six Months Ended June 30, 2016

 

Our cash and cash equivalents were $1,644,067,000 at June 30, 2016, a $191,640,000 decrease from the balance at December 31, 2015.  Our consolidated outstanding debt was $11,078,771,000 at June 30, 2016, a $12,239,000 decrease from the balance at December 31, 2015.  As of June 30, 2016 and December 31, 2015, $115,630,000 and $550,000,000, respectively, was outstanding under our revolving credit facilities.  During the remainder of 2016 and 2017, $1,288,394,000 and $362,058,000, respectively, of our outstanding debt matures; we may refinance this maturing debt as it comes due or choose to repay it.

 

Cash flows provided by operating activities of $323,293,000 was comprised of (i) net income of $176,774,000, (ii) $189,482,000 of non-cash adjustments, which include depreciation and amortization expense, real estate impairment losses, net gain on the disposition of wholly owned and partially owned assets, the effect of straight-lining of rental income, and loss from partially owned entities, (iii) return of capital from real estate fund investments of $71,888,000, (iv) distributions of income from partially owned entities of $46,500,000, partially offset by (v) the net change in operating assets and liabilities of $161,351,000.

 

Net cash used in investing activities of $432,259,000 was comprised of (i) $277,214,000 of development costs and construction in progress, (ii) $170,265,000 of additions to real estate, (iii) $90,659,000 of investments in partially owned entities, (iv) $46,807,000 of acquisitions of real estate and other, (v) $42,000,000 due to the net deconsolidation of 7 West 34th Street, (vi) $11,700,000 of investments in loans receivable, (vii) $7,483,000 of changes in restricted cash and (viii) $4,379,000 in purchases of marketable securities, partially offset by (ix) $130,249,000 of proceeds from sales of real estate and related investments and (x) $87,977,000 of capital distributions from partially owned entities.

 

Net cash used in financing activities of $82,674,000 was comprised of (i) $1,032,115,000 for the repayments of borrowings, (ii) $237,832,000 of dividends paid on common shares, (iii) $83,266,000 of distributions to noncontrolling interests, (iv) $40,727,000 of dividends paid on preferred shares, (v) $29,478,000 of debt issuance and other costs, and (vi) $186,000 for the repurchase of shares related to stock compensation agreements and related tax withholdings and other, partially offset by (vii) $1,325,246,000 of proceeds from borrowings, (viii) $11,874,000 of contributions from noncontrolling interests and (ix) $3,810,000 of proceeds received from the exercise of employee share options.

67


 
 
Liquidity and Capital Resources – continued

 

Capital Expenditures for the Six Months Ended June 30, 2016

 

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 capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to the cash expended in the six months ended June 30, 2016.

 

(Amounts in thousands)

Total

 

New York

 

Washington, DC

 

Other

Expenditures to maintain assets

$

37,688

 

$

22,201

 

$

6,434

 

$

9,053

Tenant improvements

 

46,270

 

 

38,490

 

 

6,397

 

 

1,383

Leasing commissions

 

24,939

 

 

22,499

 

 

2,294

 

 

146

Non-recurring capital expenditures

 

22,971

 

 

17,104

 

 

4,861

 

 

1,006

Total capital expenditures and leasing commissions (accrual basis)

 

131,868

 

 

100,294

 

 

19,986

 

 

11,588

Adjustments to reconcile to cash basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures in the current year applicable to prior periods

 

118,340

 

 

60,696

 

 

37,685

 

 

19,959

 

 

Expenditures to be made in future periods for the current period

 

(44,768)

 

 

(38,368)

 

 

(11,707)

 

 

5,307

Total capital expenditures and leasing commissions (cash basis)

$

205,440

 

$

122,622

 

$

45,964

 

$

36,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tenant improvements and leasing commissions:

 

 

 

 

 

 

 

 

 

 

 

Per square foot per annum

$

6.20

 

$

6.88

 

$

4.00

 

$

n/a

 

Percentage of initial rent

 

9.9%

 

 

8.6%

 

 

10.0%

 

 

n/a

                             



Development and Redevelopment Expenditures for the Six Months Ended June 30, 2016

 

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 budgets below include initial leasing costs, which are reflected as non-recurring capital expenditures in the table above.  

           

We are constructing a residential condominium tower containing 397,000 salable square feet on our 220 Central Park South development site.  The incremental development cost of this project is estimated to be approximately $1.3 billion, of which $446,000,000 has been expended as of June 30, 2016.

 

We are developing The Bartlett, a 699-unit residential project in Pentagon City, which is expected to be completed in 2016.  The project will include a 40,000 square foot Whole Foods Market at the base of the building.  The incremental development cost of this project is estimated to be approximately $250,000,000, of which $210,000,000 has been expended as of June 30, 2016.

 

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% owned).  The incremental development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000.  As of June 30, 2016, $20,000,000 has been expended, of which our share is $11,000,000.

 

We are developing 61 Ninth Avenue, located on the Southwest corner of Ninth Avenue and 15th Street in the West Chelsea submarket of Manhattan.  In February 2016, the venture purchased an adjacent five story loft building and air rights in exchange for a 10% common and preferred equity interest in the venture valued at $19,400,000, which reduced our ownership interest to 45.1% from 50.1%.  The venture’s current plans are to construct an office building, with retail at the base, of approximately 167,000 square feet.  The incremental development cost of this project is estimated to be approximately $150,000,000, of which our share is $68,000,000.  As of June 30, 2016, $18,000,000 has been expended, of which our share is $8,000,000.

68


 
 
Liquidity and Capital Resources – continued

 

Development and Redevelopment Expenditures for the Six Months Ended June 30, 2016 - continued

 

We are developing a 33,000 square foot office and retail building, located on Houston Street in Manhattan (50.0% owned).   The incremental development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000.  As of June 30, 2016, $16,000,000 has been expended, of which our share is $8,000,000.

 

We plan to demolish two adjacent Washington, DC office properties, 1726 M Street and 1150 17th Street in 2016 and replace them in the future with a new 335,000 square foot Class A office building, to be addressed 1700 M Street.  The incremental development cost of the project is estimated to be approximately $170,000,000.

 

We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including the Penn Plaza District, and in Washington, including Crystal City, Rosslyn and Pentagon City.

 

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 development and redevelopment expenditures incurred in the six months ended June 30, 2016.  These expenditures include interest of $16,438,000, payroll of $6,401,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $30,224,000, that were capitalized in connection with the development and redevelopment of these projects.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

Total

 

New York

 

Washington, DC

 

Other

220 Central Park South

$

130,696

 

$

-

 

$

-

 

$

130,696

The Bartlett

 

48,700

 

 

-

 

 

48,700

 

 

-

640 Fifth Avenue

 

17,368

 

 

17,368

 

 

-

 

 

-

90 Park Avenue

 

16,243

 

 

16,243

 

 

-

 

 

-

2221 South Clark Street (residential conversion)

 

12,589

 

 

-

 

 

12,589

 

 

-

theMART

 

11,031

 

 

-

 

 

-

 

 

11,031

Wayne Towne Center

 

7,055

 

 

-

 

 

-

 

 

7,055

Penn Plaza

 

6,766

 

 

6,766

 

 

-

 

 

-

330 West 34th Street

 

2,812

 

 

2,812

 

 

-

 

 

-

Other

 

23,954

 

 

5,391

 

 

17,713

 

 

850

 

 

 

 

$

277,214

 

$

48,580

 

$

79,002

 

$

149,632

69


 
 
Liquidity and Capital Resources – continued

 

Cash Flows for the Six Months Ended June 30, 2015

 

Our cash and cash equivalents were $516,337,000 at June 30, 2015, a $682,140,000 decrease over the balance at December 31, 2014.  The decrease is primarily due to cash flows from investing and financing activities, partially offset by cash flows from operating activities, as discussed below.

 

Cash flows provided by operating activities of $184,616,000 was comprised of (i) net income of $340,646,000, (ii) return of capital from real estate fund investments of $83,443,000, (iii) $51,160,000 of non-cash adjustments, which include depreciation and amortization expense, the reversal of allowance for deferred tax assets, the effect of straight-lining of rental income, loss from partially owned entities and impairment losses on real estate, and (iv) distributions of income from partially owned entities of $37,821,000, partially offset by (v) the net change in operating assets and liabilities of $328,454,000 (including the acquisition of real estate fund investments of $95,000,000).

 

Net cash used in investing activities of $474,602,000 was comprised of (i) $381,001,000 of acquisitions of real estate and other, (ii) $200,970,000 of development costs and construction in progress, (iii) $137,528,000 of additions to real estate, (iv) $137,465,000 of investments in partially owned entities, and (v) $23,919,000 of investments in loans receivable and other, partially offset by (vi) $334,725,000 of proceeds from sales of real estate and related investments, (vii) $29,666,000 of capital distributions from partially owned entities, (viii) $25,118,000 of changes in restricted cash, and (ix) $16,772,000 of proceeds from repayments of mortgage and mezzanine loans receivable and other.

 

Net cash used in financing activities of $392,154,000 was comprised of (i) $1,607,574,000 for the repayments of borrowings, (ii) $237,160,000 of dividends paid on common shares, (iii) $225,000,000 of distributions in connection with the spin-off of UE, (iv) $77,447,000 of distributions to noncontrolling interests, (v) $39,849,000 of dividends paid on preferred shares, (vi) $14,053,000 of debt issuance costs, and (vii) $2,939,000 for the repurchase of shares related to stock compensation agreements resulting from exercises of long-term equity awards by executives of the company and/or related tax withholdings, partially offset by (viii) $1,746,460,000 of proceeds from borrowings, (ix) $51,725,000 of contributions from noncontrolling interests, and (x) $13,683,000 of proceeds received from the exercise of employee share options.

 

70


 
 
Liquidity and Capital Resources – continued

 

 

Capital Expenditures for the Six Months Ended June 30, 2015

 

Below is a summary of capital expenditures, leasing commissions and a reconciliation of total expenditures on an accrual basis to the cash expended in the six months ended June 30, 2015.

 

(Amounts in thousands)

Total

 

New York

 

Washington, DC

 

Other

Expenditures to maintain assets

$

46,080

 

$

25,985

 

$

6,009

 

$

14,086

Tenant improvements

 

62,363

 

 

19,798

 

 

36,913

 

 

5,652

Leasing commissions

 

15,610

 

 

10,144

 

 

4,677

 

 

789

Non-recurring capital expenditures

 

90,592

 

 

63,633

 

 

26,638

 

 

321

Total capital expenditures and leasing commissions (accrual basis)

 

214,645

 

 

119,560

 

 

74,237

 

 

20,848

Adjustments to reconcile to cash basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures in the current year applicable to prior periods

 

77,839

 

 

41,085

 

 

20,826

 

 

15,928

 

 

Expenditures to be made in future periods for the current period

 

(122,715)

 

 

(60,309)

 

 

(58,408)

 

 

(3,998)

Total capital expenditures and leasing commissions (cash basis)

$

169,769

 

$

100,336

 

$

36,655

 

$

32,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tenant improvements and leasing commissions:

 

 

 

 

 

 

 

 

 

 

 

Per square foot per annum

$

8.25

 

$

9.88

 

$

6.83

 

$

n/a

 

Percentage of initial rent

 

11.0%

 

 

8.3%

 

 

18.5%

 

 

n/a

                             



Development and Redevelopment Expenditures for the Six Months Ended June 30, 2015

 

Below is a summary of development and redevelopment expenditures incurred in the six months ended June 30, 2015.  These expenditures include interest of $22,812,000, payroll of $2,115,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $39,811,000, that were capitalized in connection with the development and redevelopment of these projects.

 

(Amounts in thousands)

Total

 

New York

 

Washington, DC

 

Other

220 Central Park South

$

57,554

 

$

-

 

$

-

 

$

57,554

The Bartlett

 

41,889

 

 

-

 

 

41,889

 

 

-

330 West 34th Street

 

18,324

 

 

18,324

 

 

-

 

 

-

Marriott Marquis Times Square - retail and signage

 

15,294

 

 

15,294

 

 

-

 

 

-

Springfield Town Center

 

14,478

 

 

-

 

 

-

 

 

14,478

90 Park Avenue

 

12,868

 

 

12,868

 

 

-

 

 

-

Wayne Towne Center

 

10,959

 

 

-

 

 

-

 

 

10,959

2221 South Clark Street (residential conversion)

 

6,939

 

 

-

 

 

6,939

 

 

-

251 18th Street

 

3,891

 

 

-

 

 

3,891

 

 

-

Penn Plaza

 

2,011

 

 

2,011

 

 

-

 

 

-

608 Fifth Avenue

 

1,811

 

 

1,811

 

 

-

 

 

-

7 West 34th Street

 

1,533

 

 

1,533

 

 

-

 

 

-

Other

 

13,419

 

 

2,504

 

 

10,628

 

 

287

 

 

 

 

$

200,970

 

$

54,345

 

$

63,347

 

$

83,278

                             

71


 
 
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 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 costs to us.

 

Generally, our mortgage loans are non-recourse to us.  However, 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 June 30, 2016, the aggregate dollar amount of these guarantees and master leases is approximately $857,000,000.

 

At June 30, 2016, $38,576,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities.  Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest 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.

 

As of June 30, 2016, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $70,000,000.

 

As of June 30, 2016, we have construction commitments aggregating approximately $721,173,000.

 

72


 
 

Funds From Operations (“FFO”)

 

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 depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified non-cash 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 net income and should not be considered an alternative to net income as a performance 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 per Share, in our consolidated financial statements on page 26 of this Quarterly Report on Form 10-Q.

 

FFO for the Three and Six Months Ended June 30, 2016 and 2015

 

FFO attributable to common shareholders plus assumed conversions was $229,432,000, or $1.21 per diluted share for the three months ended June 30, 2016, compared to $323,381,000, or $1.71 per diluted share, for the prior year’s three months.  FFO attributable to common shareholders plus assumed conversions was $433,104,000, or $2.28 per diluted share for the six months ended June 30, 2016, compared to $544,305,000, or $2.87 per diluted share, for the prior year’s six 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

 

For the Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2016

 

2015

 

2016

 

2015

Reconciliation of our net income to FFO:

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

$

220,463

 

$

165,651

 

$

106,300

 

$

250,244

 

Per diluted share

$

1.16

 

$

0.87

 

$

0.56

 

$

1.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO adjustments:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization of real property

$

133,218

 

$

129,296

 

$

267,339

 

$

247,552

Net gains on sale of real estate

 

(161,721)

 

 

-

 

 

(161,721)

 

 

(10,867)

Real estate impairment losses

 

-

 

 

-

 

 

160,700

 

 

256

Proportionate share of adjustments to equity in net income (loss) of

 

 

 

 

 

 

 

 

 

 

 

 

partially owned entities to arrive at FFO:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization of real property

 

38,308

 

 

32,282

 

 

77,354

 

 

68,554

 

 

Net gains on sale of real estate

 

(319)

 

 

(4,513)

 

 

(319)

 

 

(4,513)

 

 

Real estate impairment losses

 

49

 

 

10,304

 

 

4,402

 

 

10,304

 

 

 

 

9,535

 

 

167,369

 

 

347,755

 

 

311,286

Noncontrolling interests' share of above adjustments

 

(588)

 

 

(9,662)

 

 

(21,469)

 

 

(18,109)

FFO adjustments, net

$

8,947

 

$

157,707

 

$

326,286

 

$

293,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO attributable to common shareholders

$

229,410

 

$

323,358

 

$

432,586

 

$

543,421

Convertible preferred share dividends

 

22

 

 

23

 

 

43

 

 

46

Earnings allocated to Out-Performance Plan units

 

-

 

 

-

 

 

475

 

 

838

FFO attributable to common shareholders plus assumed conversions

$

229,432

 

$

323,381

 

$

433,104

 

$

544,305

 

Per diluted share

$

1.21

 

$

1.71

 

$

2.28

 

$

2.87

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Weighted Average Shares

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

188,772

 

 

188,365

 

 

188,715

 

 

188,183

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Employee stock options and restricted share awards

 

1,070

 

 

1,190

 

 

1,020

 

 

1,260

 

Convertible preferred shares

 

43

 

 

45

 

 

43

 

 

46

 

Out-Performance Plan units

 

-

 

 

-

 

 

265

 

 

286

Denominator for FFO per diluted share

 

189,885

 

 

189,600

 

 

190,043

 

 

189,775

 

73


 
 

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 amounts)

2016

 

2015

 

 

 

 

 

 

 

Weighted

 

Effect of 1%

 

 

 

 

Weighted

 

 

 

June 30,

 

 

Average

 

Change In

 

December 31,

 

Average

 

 

 

Balance

 

 

Interest Rate

 

Base Rates

 

Balance

 

Interest Rate

Consolidated debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate

$

3,772,565

 

 

2.19%

 

$

37,726

 

$

3,995,704

 

2.00%

 

Fixed rate

 

7,421,398

 

 

4.11%

 

 

-

 

 

7,206,634

 

4.21%

 

 

 

$

11,193,963

 

 

3.46%

 

 

37,726

 

$

11,202,338

 

3.42%

Pro rata share of debt of non-consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

entities (non-recourse):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate – excluding Toys "R" Us, Inc.

$

1,114,317

 

 

2.28%

 

 

11,143

 

$

485,160

 

1.97%

 

Variable rate – Toys "R" Us, Inc.

 

1,026,139

 

 

6.46%

 

 

10,261

 

 

1,164,893

 

6.61%

 

Fixed rate (including $714,421 and $661,513

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of Toys "R" Us, Inc. debt in 2016 and 2015)

 

2,509,040

 

 

6.14%

 

 

-

 

 

2,782,025

 

6.37%

 

 

 

$

4,649,496

 

 

5.29%

 

 

21,404

 

$

4,432,078

 

5.95%

Noncontrolling interests’ share of above

 

 

 

 

 

 

 

(3,625)

 

 

 

 

 

Total change in annual net income

 

 

 

 

 

 

$

55,505

 

 

 

 

 

Per share-diluted

 

 

 

 

 

 

$

0.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 June 30, 2016, we have an interest rate swap on a $415,000,000 mortgage loan on Two Penn Plaza that swapped the rate from LIBOR plus 1.65% (2.11% at June 30, 2016) to a fixed rate of 4.78% through March 2018 and an interest swap on a $375,000,000 mortgage loan on 888 Seventh Avenue that swapped the rate from LIBOR plus 1.60% (2.06% at June 30, 2016) to a fixed rate of 3.15% through December 2020.

 

In connection with the $700,000,000 refinancing of 770 Broadway, we entered into an interest rate swap from LIBOR plus 1.75% (2.21% at June 30, 2016) to a fixed rate of 2.56% through September 2020.

 

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 June 30, 2016, the estimated fair value of our consolidated debt was $10,662,000,000.



Item 4.   Controls and Procedures

Disclosure Controls and Procedures:  The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s 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, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2016, such disclosure controls and procedures were effective.

 

Internal Control Over Financial Reporting:  There have not been any changes in the Company’s 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, the Company’s internal control over financial reporting.

 

74


 
 
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 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, as amended, for the year ended December 31, 2015.

 

 

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

 

None.

 

 

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.

 

75


 
 

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:  August 1, 2016

By:

/s/ Stephen W. Theriot

 

 

Stephen W. Theriot, Chief Financial Officer
(duly authorized officer and principal financial and
accounting officer)

 

76


 
 
 

EXHIBIT INDEX

 

 

 

 

 

 

 

Exhibit No.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15.1

 

-

Letter regarding Unaudited Interim Financial Information

 

 

 

 

 

 

 

 

31.1

 

-

Rule 13a-14 (a) Certification of the Chief Executive Officer

 

     

 

 

 

 

 

31.2

 

-

Rule 13a-14 (a) Certification of the Chief Financial Officer

 

     

 

 

 

 

 

32.1

 

-

Section 1350 Certification of the Chief Executive Officer

 

     

 

 

 

 

 

32.2

 

-

Section 1350 Certification of the Chief Financial Officer

 

 

 

 

 

 

 

 

101.INS

 

-

XBRL Instance Document

 

     

 

 

 

 

 

101.SCH

 

-

XBRL Taxonomy Extension Schema

 

     

 

 

 

 

 

101.CAL

 

-

XBRL Taxonomy Extension Calculation Linkbase

 

     

 

 

 

 

 

101.DEF

 

-

XBRL Taxonomy Extension Definition Linkbase

 

     

 

 

 

 

 

101.LAB

 

-

XBRL Taxonomy Extension Label Linkbase

 

     

 

 

 

 

 

101.PRE

 

-

XBRL Taxonomy Extension Presentation Linkbase

 

     

 

 

 

 

 

 

 

 

 

 

 

77