vno2q201510q.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, 2015

 

 

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.  Yes x 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, 2015, 188,496,525 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, 2015 and December 31, 2014

3

Consolidated Statements of Income (Unaudited) for the

Three and Six Months Ended June 30, 2015 and 2014

4

Consolidated Statements of Comprehensive Income (Unaudited)

for the Three and Six Months Ended June 30, 2015 and 2014

5

Consolidated Statements of Changes in Equity (Unaudited) for the

Six Months Ended June 30, 2015 and 2014

6

Consolidated Statements of Cash Flows (Unaudited) for the

Six Months Ended June 30, 2015 and 2014

8

Notes to Consolidated Financial Statements (Unaudited)

10

Report of Independent Registered Public Accounting Firm

34

Item 2.

Management's Discussion and Analysis of Financial Condition

and Results of Operations

35

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, 2015

December 31, 2014

ASSETS

Real estate, at cost:

Land

$

4,036,944 

$

3,861,913 

Buildings and improvements

12,188,912 

11,705,749 

Development costs and construction in progress

1,273,897 

1,128,037 

Leasehold improvements and equipment

129,930 

126,659 

Total

17,629,683 

16,822,358 

Less accumulated depreciation and amortization

(3,303,014)

(3,161,633)

Real estate, net

14,326,669 

13,660,725 

Cash and cash equivalents

516,337 

1,198,477 

Restricted cash

127,857 

176,204 

Marketable securities

159,991 

206,323 

Tenant and other receivables, net of allowance for doubtful accounts of $10,944 and $12,210

115,049 

109,998 

Investments in partially owned entities

1,477,090 

1,246,496 

Real estate fund investments

565,976 

513,973 

Receivable arising from the straight-lining of rents, net of allowance of $3,229 and $3,190

851,894 

787,271 

Deferred leasing and financing costs, net of accumulated amortization of $280,286 and $281,109

528,179 

475,158 

Identified intangible assets, net of accumulated amortization of $207,744 and $199,821

245,846 

225,155 

Assets related to discontinued operations

34,891 

2,238,474 

Other assets

636,128 

410,066 

$

19,585,907 

$

21,248,320 

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Mortgages payable

$

8,562,314 

$

8,263,165 

Senior unsecured notes

847,463 

1,347,159 

Revolving credit facility debt

400,000 

-   

Accounts payable and accrued expenses

437,813 

447,745 

Deferred revenue

390,636 

358,613 

Deferred compensation plan

118,931 

117,284 

Liabilities related to discontinued operations

12,611 

1,511,362 

Other liabilities

417,935 

375,830 

Total liabilities

11,187,703 

12,421,158 

Commitments and contingencies

Redeemable noncontrolling interests:

Class A units - 11,455,453 and 11,356,550 units outstanding

1,087,466 

1,336,780 

Series D cumulative redeemable preferred units - 177,101 and 1 units outstanding

5,428 

1,000 

Total redeemable noncontrolling interests

1,092,894 

1,337,780 

Vornado shareholders' equity:

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

shares; issued and outstanding 52,678,429 and 52,678,939 shares

1,277,010 

1,277,026 

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

250,000,000 shares; issued and outstanding 188,496,525 and 187,887,498 shares

7,517 

7,493 

Additional capital

7,161,150 

6,873,025 

Earnings less than distributions

(1,958,546)

(1,505,385)

Accumulated other comprehensive income

50,613 

93,267 

Total Vornado shareholders' equity

6,537,744 

6,745,426 

Noncontrolling interests in consolidated subsidiaries

767,566 

743,956 

Total equity

7,305,310 

7,489,382 

$

19,585,907 

$

21,248,320 

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,

2015 

2014 

2015 

2014 

REVENUES:

Property rentals

$

514,843 

$

478,490 

$

1,015,117 

$

945,630 

Tenant expense reimbursements

62,215 

55,110 

129,136 

114,411 

Fee and other income

39,230 

40,811 

78,837 

76,751 

Total revenues

616,288 

574,411 

1,223,090 

1,136,792 

EXPENSES:

Operating

242,690 

230,398 

497,183 

466,959 

Depreciation and amortization

136,957 

113,200 

261,079 

244,992 

General and administrative

39,189 

40,478 

97,681 

87,980 

Acquisition and transaction related costs

4,061 

1,067 

6,042 

2,352 

Total expenses

422,897 

385,143 

861,985 

802,283 

Operating income

193,391 

189,268 

361,105 

334,509 

Loss from partially owned entities

(5,231)

(53,742)

(7,636)

(51,763)

Income from real estate fund investments

26,368 

100,110 

50,457 

118,258 

Interest and other investment income, net

5,666 

9,396 

16,458 

21,246 

Interest and debt expense

(92,092)

(103,913)

(183,766)

(200,225)

Net gain on disposition of wholly owned and partially owned assets

905 

1,860 

10,540 

Income before income taxes

128,102 

142,024 

238,478 

232,565 

Income tax benefit (expense)

88,072 

(3,280)

87,101 

(4,131)

Income from continuing operations

216,174 

138,744 

325,579 

228,434 

(Loss) income from discontinued operations

(774)

26,943 

15,067 

35,409 

Net income

215,400 

165,687 

340,646 

263,843 

Less net income attributable to noncontrolling interests in:

Consolidated subsidiaries

(19,186)

(63,975)

(35,068)

(75,554)

Operating Partnership

(10,198)

(4,704)

(15,485)

(8,564)

Net income attributable to Vornado

186,016 

97,008 

290,093 

179,725 

Preferred share dividends

(20,365)

(20,366)

(39,849)

(40,734)

NET INCOME attributable to common shareholders

$

165,651 

$

76,642 

$

250,244 

$

138,991 

INCOME PER COMMON SHARE - BASIC:

Income from continuing operations, net

$

0.88 

$

0.27 

$

1.25 

$

0.56 

Income from discontinued operations, net

0.14 

0.08 

0.18 

Net income per common share

$

0.88 

$

0.41 

$

1.33 

$

0.74 

Weighted average shares outstanding

188,365 

187,527 

188,183 

187,418 

INCOME (LOSS) PER COMMON SHARE - DILUTED:

Income from continuing operations, net

$

0.88 

$

0.27 

$

1.25 

$

0.56 

(Loss) income from discontinued operations, net

(0.01)

0.14 

0.07 

0.18 

Net income per common share

$

0.87 

$

0.41 

$

1.32 

$

0.74 

Weighted average shares outstanding

189,600 

188,617 

189,775 

188,431 

DIVIDENDS PER COMMON SHARE

$

0.63 

$

0.73 

$

1.26 

$

1.46 

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,

2015 

2014 

2015 

2014 

Net income

$

215,400 

$

165,687 

$

340,646 

$

263,843 

Other comprehensive income (loss):

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

(25,000)

1,878 

(46,332)

15,003 

Pro rata share of other comprehensive (loss) income of

nonconsolidated subsidiaries

(1,191)

14,163 

(1,034)

5,877 

Change in value of interest rate swap and other

2,848 

(547)

2,077 

1,064 

Comprehensive income

192,057 

181,181 

295,357 

285,787 

Less comprehensive income attributable to noncontrolling interests

(28,037)

(69,578)

(47,918)

(85,378)

Comprehensive income attributable to Vornado

$

164,020 

$

111,603 

$

247,439 

$

200,409 

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 (Loss)

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 

12,972 

(2,579)

-   

-   

10,400 

Under dividend reinvestment plan

-   

-   

-   

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)

-   

16 

-   

-   

-   

-   

Deferred compensation shares

and options

-   

-   

1,653 

(359)

-   

-   

1,295 

Change in unrealized net loss on

available-for-sale securities

-   

-   

-   

-   

-   

-   

(46,332)

-   

(46,332)

Pro rata share of other

comprehensive loss of

nonconsolidated subsidiaries

-   

-   

-   

-   

-   

-   

(1,034)

-   

(1,034)

Change 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 

(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).

 

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 (Loss)

Subsidiaries

Equity

Balance, December 31, 2013

52,683 

$

1,277,225 

187,285 

$

7,469 

$

7,143,840 

$

(1,734,839)

$

71,537 

$

829,512 

$

7,594,744 

Net income attributable to Vornado

-   

-   

-   

-   

-   

179,725 

-   

-   

179,725 

Net income attributable to

noncontrolling interests in

consolidated subsidiaries

-   

-   

-   

-   

-   

-   

-   

75,554 

75,554 

Dividends on common shares

-   

-   

-   

-   

-   

(273,694)

-   

-   

(273,694)

Dividends on preferred shares

-   

-   

-   

-   

-   

(40,734)

-   

-   

(40,734)

Common shares issued:

Upon redemption of Class A

units, at redemption value

-   

-   

199 

19,763 

-   

-   

-   

19,771 

Under employees' share

option plan

-   

-   

159 

9,200 

-   

-   

-   

9,206 

Under dividend reinvestment plan

-   

-   

-   

919 

-   

-   

-   

919 

Contributions:

Real estate fund investments

-   

-   

-   

-   

-   

-   

-   

5,297 

5,297 

Distributions:

Real estate fund investments

-   

-   

-   

-   

-   

-   

-   

(132,819)

(132,819)

Other

-   

-   

-   

-   

-   

-   

-   

(301)

(301)

Transfer of noncontrolling interest

in real estate fund investments

-   

-   

-   

-   

-   

-   

-   

(33,028)

(33,028)

Conversion of Series A preferred

shares to common shares

(4)

(193)

-   

193 

-   

-   

-   

-   

Deferred compensation shares

and options

-   

-   

3,383 

(340)

-   

-   

3,044 

Change in unrealized net gain

on available-for-sale securities

-   

-   

-   

-   

-   

-   

15,003 

-   

15,003 

Pro rata share of other

comprehensive income of

nonconsolidated subsidiaries

-   

-   

-   

-   

-   

-   

5,877 

-   

5,877 

Change in value of interest rate swap

-   

-   

-   

-   

-   

-   

1,065 

-   

1,065 

Adjustments to carry redeemable

Class A units at redemption value

-   

-   

-   

-   

(227,338)

-   

-   

-   

(227,338)

Redeemable noncontrolling interests'

share of above adjustments

-   

-   

-   

-   

-   

-   

(1,260)

-   

(1,260)

Other

-   

(6)

-   

-   

(297)

(2,368)

(1)

(5)

(2,677)

Balance, June 30, 2014

52,679 

$

1,277,026 

187,665 

$

7,484 

$

6,949,663 

$

(1,872,250)

$

92,221 

$

744,210 

$

7,198,354 

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,

2015 

2014 

Cash Flows from Operating Activities:

Net income

$

340,646 

$

263,843 

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

Depreciation and amortization (including amortization of deferred financing costs)

272,942 

288,187 

Reversal of allowance for deferred tax assets

(90,030)

-   

Return of capital from real estate fund investments

83,443 

140,920 

Straight-lining of rental income

(64,121)

(33,413)

Net realized and unrealized gains on real estate fund investments

(41,857)

(111,227)

Distributions of income from partially owned entities

37,821 

25,784 

Net gains on sale of real estate and other

(32,243)

-   

Amortization of below-market leases, net

(26,132)

(22,624)

Other non-cash adjustments

26,569 

20,546 

Loss from partially owned entities

7,636 

51,763 

Net gain on disposition of wholly owned and partially owned assets

(1,860)

(10,540)

Impairment losses

256 

20,842 

Defeasance cost in connection with the refinancing of mortgage notes payable

-   

5,589 

Changes in operating assets and liabilities:

Real estate fund investments

(95,000)

(2,666)

Tenant and other receivables, net

(5,051)

(2,355)

Prepaid assets

(138,473)

(138,884)

Other assets

(46,858)

(43,842)

Accounts payable and accrued expenses

(26,440)

2,157 

Other liabilities

(16,632)

(6,437)

Net cash provided by operating activities

184,616 

447,643 

Cash Flows from Investing Activities:

Acquisitions of real estate and other

(381,001)

(8,963)

Proceeds from sales of real estate and related investments

334,725 

125,037 

Development costs and construction in progress

(200,970)

(214,615)

Additions to real estate

(137,528)

(105,116)

Investments in partially owned entities

(137,465)

(62,894)

Distributions of capital from partially owned entities

29,666 

1,791 

Restricted cash

25,118 

102,087 

Investments in loans receivable

(23,919)

-   

Proceeds from repayments of mortgage and mezzanine loans receivable and other

16,772 

96,159 

Net cash used in investing activities

(474,602)

(66,514)

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,

2015 

2014 

Cash Flows from Financing Activities:

Proceeds from borrowings

$

1,746,460 

$

1,398,285 

Repayments of borrowings

(1,607,574)

(313,444)

Dividends paid on common shares

(237,160)

(273,694)

Cash included in the spin-off of Urban Edge Properties

(225,000)

-   

Distributions to noncontrolling interests

(77,447)

(149,944)

Contributions from noncontrolling interests

51,725 

5,297 

Dividends paid on preferred shares

(39,849)

(40,737)

Debt issuance costs

(14,053)

(29,560)

Proceeds received from exercise of employee share options

13,683 

10,125 

Repurchase of shares related to stock compensation agreements and/or related

tax withholdings

(2,939)

(637)

Purchase of marketable securities in connection with the defeasance of mortgage

notes payable

-   

(198,884)

Net cash (used in) provided by financing activities

(392,154)

406,807 

Net (decrease) increase in cash and cash equivalents

(682,140)

787,936 

Cash and cash equivalents at beginning of period

1,198,477 

583,290 

Cash and cash equivalents at end of period

$

516,337 

$

1,371,226 

Supplemental Disclosure of Cash Flow Information:

Cash payments for interest, excluding capitalized interest of $17,550 and $30,182

$

178,461 

$

214,239 

Cash payments for income taxes

$

6,584 

$

6,726 

Non-Cash Investing and Financing Activities:

Non-cash distribution of Urban Edge Properties:

Assets

$

1,722,263 

-   

Liabilities

(1,482,660)

-   

Equity

(239,603)

-   

Adjustments to carry redeemable Class A units at redemption value

229,521 

(227,338)

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

(145,313)

-   

Write-off of fully depreciated assets

(81,027)

(85,037)

Accrued capital expenditures included in accounts payable and accrued expenses

70,672 

111,742 

Like-kind exchange of real estate:

Acquisitions

62,355 

-   

Dispositions

(38,822)

-   

Financing assumed in acquisitions

62,000 

-   

Marketable securities transferred in connection with the defeasance of mortgage

notes payable

-   

198,884 

Defeasance of mortgage notes payable

-   

(193,406)

Elimination of a mortgage and mezzanine loan asset and liability

-   

59,375 

Transfer of interest in real estate fund investments to an unconsolidated joint venture

-   

(58,564)

Transfer of noncontrolling interest in real estate fund investments

-   

(33,028)

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 substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”).  Vornado is the sole general partner of, and owned approximately 94.0% of the common limited partnership interest in, the Operating Partnership at June 30, 2015.  All references to “we,” “us,” “our,” the “Company” and “Vornado” refer to Vornado Realty Trust and its consolidated subsidiaries, including the Operating Partnership.

 

On January 15, 2015, we completed the spin-off of substantially all of our retail segment comprised of 79 strip shopping centers, three malls, a warehouse park and $225,000,000 of cash to Urban Edge Properties (“UE”) (NYSE: UE). As part of this transaction, we retained 5,717,184 UE operating partnership units (5.4% ownership interest). We are providing transition services to UE for an initial period of up to two years, including information technology, human resources, tax and financial reporting.  UE is providing us with leasing and property management services for (i) the Monmouth Mall, (ii) certain small retail properties that we plan to sell, and (iii) our affiliate, Alexander’s, Inc. (NYSE: ALX), Rego Park retail assets. Steven Roth, our Chairman and Chief Executive Officer is a member of the Board of Trustees of UE. The spin-off distribution was effected by Vornado distributing one UE common share for every two Vornado common shares. Beginning in the first quarter of 2015, the historical financial results of UE are reflected in our consolidated financial statements as discontinued operations for all periods presented. 

 

2.    Basis of Presentation and Significant Accounting Policies

 

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 intercompany 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 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, 2014, 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, 2015 are not necessarily indicative of the operating results for the full year.  

 

Certain prior year balances have been reclassified in order to conform to the current period presentation.  Beginning in the three months ended March 31, 2015, the Company classifies signage revenue within “property rentals”.  For the three and six months ended June 30, 2014, $8,873,000 and $18,191,000, respectively, related to signage revenue has been reclassified from “fee and other income” to “property rentals” to conform to the current period presentation.

    

Significant Accounting Policies

 

Condominium Units Held For Sale:  Pursuant to ASC 605-35-25-88, Revenue Recognition: Completed Contract Method, revenue from condominium unit sales is recognized upon closing of the sale, as all conditions for full profit recognition have not been met until that time.  We use the relative sales value method to allocate costs to individual condominium units. 

 

We are constructing a residential condominium tower containing 392,000 salable square feet on our 220 Central Park South (“220 CPS”) development site.  As of June 30, 2015, we had entered into agreements to sell approximately 40% of the project for aggregate sales proceeds of $1.4 billion.  In connection therewith, $209,902,000 of deposits are held with a third party escrow agent.  

 

10

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

2.    Basis of Presentation and Significant Accounting Policies - continued

 

Significant Accounting Policies - continued

 

Income Taxes:  We operate in a manner intended to enable us to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We distribute to our shareholders 100% of our taxable income and therefore, no provision for Federal income taxes is required.

 

We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001.  Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates.

 

At June 30, 2015 and December 31, 2014, our taxable REIT subsidiaries had deferred tax assets of $95,419,000 and $94,100,000, respectively, which are included in “other assets” on our consolidated balance sheets.  Prior to the quarter ended June 30, 2015, there was a full valuation allowance against our deferred tax assets because we had not determined that it is more-likely-than-not that we would use the net operating loss carryforwards to offset future taxable income.  During the second quarter of 2015, we began to enter into agreements to sell residential condominium units at 220 CPS and as of June 30, 2015, we had entered into agreements to sell approximately 40% of the project for aggregate sales proceeds of $1.4 billion.  Based on these agreements, among other factors, we have concluded that it is more-likely-than-not that we will generate sufficient taxable income to realize the deferred tax assets.  Accordingly, during the second quarter of 2015, we reversed $90,030,000 of the allowance for deferred tax assets and recognized an income tax benefit in our consolidated statements of income in the three and six months ended June 30, 2015.

 

 

3.    Recently Issued Accounting Literature

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-08”) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to ASC Topic 205, Presentation of Financial Statements and ASC Topic 360, Property Plant and Equipment. Under ASU 2014-08, only disposals that represent a strategic shift that has (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations. In addition, ASU 2014-08 expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. ASU 2014-08 is effective for interim and annual reporting periods in fiscal years that began after December 15, 2014. Upon adoption of this standard on January 1, 2015, individual properties sold in the ordinary course of business are not expected to qualify as discontinued operations. The financial results of UE and certain other retail assets are reflected in our consolidated financial statements as discontinued operations for all periods presented (see Note 8 – Discontinued Operations for further details).

 

 In May 2014, the FASB issued an update ("ASU 2014-09") establishing ASC Topic 606, Revenue from Contracts with Customers.  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.  ASU 2014-09 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017.  We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

 

11

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

3.    Recently Issued Accounting Literature - continued

 

In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation.  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 begin after December 15, 2015.  We are currently evaluating the impact of the adoption of ASU 2014-12 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.  We are currently evaluating the impact of the adoption of ASU 2015-02 on our consolidated financial statements. 

 

In April 2015, the FASB issued an update (“ASU 2015-03”) Simplifying the Presentation of Debt Issuance Costs to ASC Topic 835, Interest.  ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability to which they relate, consistent with debt discounts, as opposed to being presented as assets.  ASU 2015-03 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2015.  The adoption of this update on January 1, 2016 will not have a material impact on our consolidated financial statements.

 

 

4.    Acquisitions

 

On January 20, 2015, we and one of our real estate fund’s limited partners co-invested with the Fund to buy out the Fund’s joint venture partner’s 57% interest in the Crowne Plaza Times Square Hotel (see Note 5 – Real Estate Fund Investments).

 

On March 18, 2015, we acquired the Center Building, a 437,000 square foot office building, located at 33-00 Northern Boulevard in Long Island City, New York, for $142,000,000, including the assumption of an existing $62,000,000, 4.43% mortgage maturing in October 2018. 

 

On June 2, 2015, we completed the acquisition of 150 West 34th Street, a 78,000 square foot retail property leased to Old Navy through May 2019, and 226,000 square feet of additional zoning air rights, for approximately $355,000,000.  At closing we completed a $205,000,000 financing of the property (see Note 10 – Debt).    

12

 


 
 

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.

 

On January 20, 2015, we and one of the Fund’s limited partners co-invested with the Fund to buy out the Fund’s joint venture partner’s 57% interest in the Crowne Plaza Times Square Hotel (the “Co-Investment”).  The purchase price for the 57% interest was approximately $95,000,000 (our share $39,000,000) which valued the property at approximately $480,000,000.  The property is encumbered by a $310,000,000 mortgage loan bearing interest at LIBOR plus 2.80% which matures in December 2018 with a one-year extension option.  Our aggregate ownership interest in the property increased to 33% from 11%.  The Co-Investment is also accounted for under ASC 946 and is included as a component of “real estate fund investments” on our consolidated balance sheet. 

 

On March 25, 2015, the Fund completed the sale of 520 Broadway in Santa Monica, CA for $91,650,000. The Fund realized a $24,705,000 net gain over the holding period.

 

At June 30, 2015, we had six real estate fund investments with an aggregate fair value of $565,976,000, or $193,164,000 in excess of cost, and had remaining unfunded commitments of $102,324,000, of which our share was $25,581,000.  Below is a summary of income from the Fund and the Co-Investment for the three and six months ended June 30, 2015 and 2014.

 

(Amounts in thousands)

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2015 

2014 

2015 

2014 

Net investment income

$

2,150 

$

3,052 

$

8,600 

$

7,031 

Net realized gains on exited investments

886 

75,069 

25,591 

75,069 

Previously recorded unrealized gains on exited investments

(35,365)

(23,279)

(22,388)

Net unrealized gains on held investments

23,332 

57,354 

39,545 

58,546 

Income from real estate fund investments

26,368 

100,110 

50,457 

118,258 

Less income attributable to noncontrolling interests

(15,872)

(61,780)

(29,411)

(72,629)

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

$

10,496 

$

38,330 

$

21,046 

$

45,629 

(1)

Excludes property management, leasing and development fees of $633 and $638 for the three months ended June 30, 2015 and 2014, respectively, and $1,337 and $1,256 for the six months ended June 30, 2015 and 2014, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

 

6.    Marketable Securities

 

Below is a summary of our marketable securities portfolio as of June 30, 2015 and December 31, 2014.

 

(Amounts in thousands)

As of June 30, 2015

As of December 31, 2014

GAAP

Unrealized

GAAP

Unrealized

Fair Value

Cost

Gain

Fair Value

Cost

Gain

Equity securities:

Lexington Realty Trust

$

156,617 

$

72,549 

$

84,068 

$

202,789 

$

72,549 

$

130,240 

Other

3,374 

-   

3,374 

3,534 

-   

3,534 

$

159,991 

$

72,549 

$

87,442 

$

206,323 

$

72,549 

$

133,774 

13

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

7.    Investments in Partially Owned Entities

 

Toys “R” Us (“Toys”)

 

As of June 30, 2015, we own 32.5% of Toys.  We have not guaranteed any of Toys’ obligations and are not committed to provide any support to Toys.  Pursuant to ASC 323-10-35-20, we discontinued applying the equity method for our Toys’ investment when the carrying amount was reduced to zero in the third quarter of 2014.  We will resume application of the equity method if, during the period the equity method has been suspended, our share of unrecognized net income exceeds our share of unrecognized net losses.

In the first quarter of 2014, we recognized our share of Toys’ fourth quarter net income of $75,196,000 and a corresponding non-cash impairment loss of the same amount.

 

Below is a summary of Toys’ latest available financial information on a purchase accounting basis:

 

(Amounts in thousands)

Balance as of

May 2, 2015

November 1, 2014

Balance Sheet:

Assets

$

9,772,000 

$

11,267,000 

Liabilities

8,965,000 

10,377,000 

Noncontrolling interests

85,000 

82,000 

Toys “R” Us, Inc. equity (1)

722,000 

808,000 

For the Three Months Ended

For the Six Months Ended

May 2, 2015

May 3, 2014

May 2, 2015

May 3, 2014

Income Statement:

Total revenues

$

2,325,000 

$

2,479,000 

$

7,308,000 

$

7,746,000 

Net (loss) income attributable to Toys

(129,700)

(194,000)

64,000 

(111,000)

(1)

At June 30, 2015, the carrying amount of our investment in Toys is less than our share of Toys' equity by approximately $234,553. This basis difference results primarily from non-cash impairment losses aggregating $355,953 that we have recognized through June 30, 2015. We have allocated the basis difference primarily to Toys' real estate.

 

 

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

 

As of June 30, 2015, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity.  We manage, lease and develop Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.

As of June 30, 2015, the market value (“fair value” pursuant to ASC 820, Fair Value Measurements and Disclosures) of our investment in Alexander’s, based on Alexander’s June 30, 2015 closing share price of $410.00, was $678,168,000, or $547,529,000 in excess of the carrying amount on our consolidated balance sheet.  As of June 30, 2015, the carrying amount of our investment in Alexander’s exceeds our share of the equity in the net assets of Alexander’s by approximately $40,690,000.  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.

 

14

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

7.    Investments in Partially Owned Entities - continued

 

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

 

Below is a summary of Alexander’s latest available financial information:

 

(Amounts in thousands)

Balance as of

June 30, 2015

December 31, 2014

Balance Sheet:

Assets

$

1,418,000 

$

1,423,000 

Liabilities

1,074,000 

1,075,000 

Stockholders' equity

344,000 

348,000 

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2015 

2014 

2015 

2014 

Income Statement:

Total revenues

$

51,000 

$

50,000 

$

103,000 

$

99,000 

Net income attributable to Alexander’s

17,000 

17,000 

35,000 

32,000 

 

 

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

 

As part of our spin-off of substantially all of our retail segment to UE on January 15, 2015 (see Note 1 – Organization), we retained 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 will recognize our share of UE’s earnings on a one-quarter lag basis.  We are providing transition services to UE for an initial period of up to two years, including information technology, human resources, tax and financial reporting.  UE is providing us with leasing and property management services for (i) the Monmouth Mall, (ii) certain small retail properties that we plan to sell, and (iii) our affiliate, Alexander’s, Rego Park retail assets.   

 

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

 

On March 31, 2015, we transferred the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to PREIT Associates, L.P., which is the operating partnership of PREIT, in exchange for $485,313,000; comprised of $340,000,000 of cash and 6,250,000 PREIT operating partnership units (valued at $145,313,000 or $23.25 per PREIT unit) (See Note 8 – Discontinued Operations).  $19,000,000 of tenant improvements and allowances was credited to PREIT as a closing adjustment.  As a result of this transaction, we own an 8.1% interest in PREIT.  We account for our investment in PREIT under the equity method and will recognize our share of PREIT’s earnings on a one-quarter lag basis.  

 

510 West 22nd Street

 

On June 24, 2015, we entered into a joint venture, in which we own a 55% interest, to develop a 173,000 square foot Class-A office building, located along the western edge of the High Line at 510 West 22nd Street.  The development cost of this project is approximately $225,000,000.  The development is expected to commence during the third quarter of 2015 and be completed in 2017.

 

15

 


 
 

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 (loss) income from, partially owned entities.

 

(Amounts in thousands)

Percentage

Ownership at

Balance as of

June 30, 2015

June 30, 2015

December 31, 2014

Investments:

Partially owned office buildings (1)

Various

$

859,544 

$

760,749 

PREIT Associates

8.1% 

143,031 

-   

Alexander’s

32.4% 

130,639 

131,616 

India real estate ventures

4.1%-36.5%

50,542 

76,752 

UE

5.4% 

25,610 

-   

Toys

32.5% 

-   

-   

Other investments (2)

Various

267,724 

277,379 

$

1,477,090 

$

1,246,496 

(1)

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 510 West 22nd Street and others.

(2)

Includes interests in Independence Plaza, Monmouth Mall, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street and others.

 

(Amounts in thousands)

Percentage

For the Three Months Ended

For the Six Months Ended

Ownership at

June 30,

June 30,

June 30, 2015

2015 

2014 

2015 

2014 

Our Share of Net (Loss) Income:

Alexander's:

Equity in net income

32.4% 

$

5,447 

$

5,272 

$

11,041 

$

10,031 

Management, leasing and development fees

1,876 

1,622 

3,973 

3,248 

7,323 

6,894 

15,014 

13,279 

Partially owned office buildings (1)

Various

(3,238)

990 

(12,534)

(1,405)

UE:

Equity in net income

5.4% 

404 

-   

404 

-   

Management, leasing and development fees

500 

-   

1,084 

-   

904 

-   

1,488 

-   

Toys:

Equity in net (loss) income

32.5% 

-   

(59,530)

-   

15,666 

Non-cash impairment losses

-   

-   

-   

(75,196)

Management fees

500 

1,939 

1,954 

3,786 

500 

(57,591)

1,954 

(55,744)

India real estate ventures (2)

4.1%-36.5%

(16,567)

(2,041)

(16,676)

(2,178)

Other investments (3)

Various

5,847 

(1,994)

3,118 

(5,715)

$

(5,231)

$

(53,742)

$

(7,636)

$

(51,763)

(1)

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 510 West 22nd Street and others.

(2)

2015 includes $14,806 for our share of non-cash impairment loss.

(3)

Includes interests in Independence Plaza, Monmouth Mall, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street and others.

16

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

8.    Discontinued Operations

 

 

On January 15, 2015, we completed the spin-off of substantially all of our retail segment comprised of 79 strip shopping centers, three malls, a warehouse park and $225,000,000 of cash to UE (NYSE: UE) (see Note 1 – Organization).

 

On March 13, 2015, we sold our Geary Street, CA lease for $34,189,000, which resulted in a net gain of $21,376,000.

 

On March 31, 2015, we transferred the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to PREIT (see Note 7 – Investments in Partially Owned Entities).  The financial statement gain was $7,823,000, of which $7,192,000 was recognized in the first quarter of 2015 and the remaining $631,000 was deferred based on our ownership interest in PREIT.  On March 31, 2018, we will be entitled to additional consideration of 50% of the increase in the value of Springfield Town Center, if any, over $465,000,000, calculated utilizing a 5.5% capitalization rate.  In the first quarter of 2014, we recorded a non-cash impairment loss of $20,000,000 on Springfield Town Center which is included in “(loss) income from discontinued operations” on our consolidated statements of income. 

 

During the first quarter of 2015, we sold five residual retail properties, in separate transactions, for an aggregate of $10,731,000, which resulted in net gains of $3,675,000.      

 

We have reclassified the revenues and expenses of the properties discussed above to “(loss) income from discontinued operations” and the related assets and liabilities to “assets related to discontinued operations” and “liabilities related to discontinued operations” for all of the periods presented in the accompanying consolidated financial statements.  The net gains resulting from the sale of these properties are included in “(loss) income from discontinued operations” on our consolidated statements of income.  The tables below set forth the assets and liabilities related to discontinued operations at June 30, 2015 and December 31, 2014 and their combined results of operations and cash flows for the six months ended June 30, 2015 and 2014.

 

(Amounts in thousands)

Balance as of

June 30, 2015

December 31, 2014

Assets related to discontinued operations:

Real estate, net

$

27,205 

$

2,028,677 

Other assets

7,686 

209,797 

$

34,891 

$

2,238,474 

Liabilities related to discontinued operations:

Mortgages payable

$

$

1,288,535 

Other liabilities (primarily deferred revenue in 2014)

12,611 

222,827 

$

12,611 

$

1,511,362 

(Amounts in thousands)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2015 

2014 

2015 

2014 

(Loss) income from discontinued operations:

 

Total revenues

$

1,573 

$

96,157 

$

21,531 

$

202,720 

Total expenses

2,020 

65,879 

15,393 

141,904 

(447)

30,278 

6,138 

60,816 

Transaction related costs

(327)

(3,016)

(22,972)

(3,515)

Net gain on sale of Geary Street, CA lease

21,376 

Net gains on sale of real estate

10,867 

Impairment losses

(256)

(20,842)

Pretax (loss) income from discontinued operations

(774)

27,262 

15,153 

36,459 

Income tax expense

(319)

(86)

(1,050)

(Loss) income from discontinued operations

$

(774)

$

26,943 

$

15,067 

$

35,409 

Cash flows related to discontinued operations:

Cash flows from operating activities

$

(35,738)

$

55,065 

Cash flows from investing activities

310,069 

(59,141)

17

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

9.    Identified Intangible Assets and Liabilities

 

The following summarizes our identified intangible assets (primarily acquired in-place and above-market leases) and liabilities (primarily acquired below-market leases) as of June 30, 2015 and December 31, 2014.

 

(Amounts in thousands)

Balance as of

June 30, 2015

December 31, 2014

Identified intangible assets:

Gross amount

$

453,590 

$

424,976 

Accumulated amortization

(207,744)

(199,821)

Net

$

245,846 

$

225,155 

Identified intangible liabilities (included in deferred revenue):

Gross amount

$

668,314 

$

657,976 

Accumulated amortization

(306,956)

(329,775)

Net

$

361,358 

$

328,201 

 

Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $13,378,000 and $8,522,000 for the three months ended June 30, 2015 and 2014, respectively, and $25,828,000 and $18,234,000 for the six months ended June 30, 2015 and 2014, 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, 2016 is as follows:

 

(Amounts in thousands)

2016 

$

51,912 

2017 

49,937 

2018 

48,654 

2019 

29,912 

2020 

21,681 

 

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $5,309,000 and $6,940,000 for the three months ended June 30, 2015 and 2014, respectively, and $11,494,000 and $15,831,000 for the six months ended June 30, 2015 and 2014, 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, 2016 is as follows:

 

(Amounts in thousands)

2016 

$

29,217 

2017 

24,385 

2018 

20,067 

2019 

14,246 

2020 

10,703 

 

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 $457,000 for the three months ended June 30, 2015 and 2014 and $916,000 for the six months ended June 30, 2015 and 2014.  Estimated annual amortization of these below-market leases, net of above-market leases for each of the five succeeding years commencing January 1, 2016 is as follows:

 

(Amounts in thousands)

2016 

$

1,832 

2017 

1,832 

2018 

1,832 

2019 

1,832 

2020 

1,832 

18

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

10.    Debt

 

On January 1, 2015, we redeemed all of the $500,000,000 principal amount of our outstanding 4.25% senior unsecured notes, which were scheduled to mature on April 1, 2015, at a redemption price of 100% of the principal amount plus accrued interest through December 31, 2014.

 

On April 1, 2015, we completed a $308,000,000 refinancing of RiverHouse Apartments, a three building, 1,670 unit rental complex located in Arlington, VA.  The loan is interest-only at LIBOR plus 1.28% and matures in 2025.  We realized net proceeds of approximately $43,000,000.  The property was previously encumbered by a 5.43%, $195,000,000 mortgage maturing in April 2015 and a $64,000,000 mortgage at LIBOR plus 1.53% maturing in 2018. 

 

On June 2, 2015, we completed a $205,000,000 financing in connection with the acquisition of 150 West 34th Street (see Note 4 – Acquisitions).  The loan bears interest at LIBOR plus 2.25% and matures in 2018 with two one-year extension options. 

 

 

The following is a summary of our debt:

(Amounts in thousands)

Interest Rate at

Balance at

June 30, 2015

June 30, 2015

December 31, 2014

Mortgages Payable:

Fixed rate

4.43% 

$

6,349,878 

$

6,499,396 

Variable rate

2.16% 

2,212,436 

1,763,769 

3.85% 

$

8,562,314 

$

8,263,165 

Unsecured Debt:

Senior unsecured notes

3.68% 

$

847,463 

$

1,347,159 

Revolving credit facility debt

1.24% 

400,000 

-   

2.90% 

$

1,247,463 

$

1,347,159 

19

 


 
 

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 that are 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, 2013

$

1,003,620 

Net income

8,564 

Other comprehensive income

1,260 

Distributions

(16,824)

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

(19,771)

Adjustments to carry redeemable Class A units at redemption value

227,338 

Other, net

16,771 

Balance at June 30, 2014

$

1,220,958 

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 

 

As of June 30, 2015 and December 31, 2014, the aggregate redemption value of redeemable Class A units was $1,087,466,000 and $1,336,780,000, 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 $55,097,000 as of June 30, 2015 and December 31, 2014.  Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income. 

20

 


 
 

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 (loss) by component.

 

(Amounts in thousands)

Securities

Pro rata share of

Interest

available-

nonconsolidated

rate

Total

for-sale

subsidiaries' OCI

swap

Other

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 Three Months Ended June 30, 2014

Balance as of March 31, 2014

$

77,626 

$

132,434 

$

(19,787)

$

(30,272)

$

(4,749)

OCI before reclassifications

14,595 

1,878 

14,163 

(545)

(901)

Amounts reclassified from AOCI

-   

-   

-   

-   

-   

Net current period OCI

14,595 

1,878 

14,163 

(545)

(901)

Balance as of June 30, 2014

$

92,221 

$

134,312 

$

(5,624)

$

(30,817)

$

(5,650)

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)

For the Six Months Ended June 30, 2014

Balance as of December 31, 2013

$

71,537 

$

119,309 

$

(11,501)

$

(31,882)

$

(4,389)

OCI before reclassifications

20,684 

15,003 

5,877 

1,065 

(1,261)

Amounts reclassified from AOCI

-   

-   

-   

-   

-   

Net current period OCI

20,684 

15,003 

5,877 

1,065 

(1,261)

Balance as of June 30, 2014

$

92,221 

$

134,312 

$

(5,624)

$

(30,817)

$

(5,650)

21

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

13.    Variable Interest Entities (“VIEs”)

 

At June 30, 2015 and December 31, 2014, we have unconsolidated VIEs comprised of our investments in the entities that own One Park Avenue, Independence Plaza, the Warner Building and Suffolk Downs.  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.  As of June 30, 2015 and December 31, 2014, the net carrying amounts of our investment in these entities were $305,865,000 and $286,783,000, respectively, and our maximum exposure to loss in these entities is limited to our investment.  We did not have any consolidated VIEs as of June 30, 2015 and December 31, 2014.   

 

14.    Fair Value Measurements

 

ASC 820, Fair Value Measurements and Disclosures, 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) an interest rate swap.  The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy at June 30, 2015 and December 31, 2014, respectively.

 

(Amounts in thousands)

As of June 30, 2015

Total

Level 1

Level 2

Level 3

Marketable securities

$

159,991 

$

159,991 

$

-   

$

-   

Real estate fund investments (75% of which is attributable to

noncontrolling interests)

565,976 

-   

-   

565,976 

Deferred compensation plan assets (included in other assets)

118,932 

51,264 

-   

67,668 

Total assets

$

844,899 

$

211,255 

$

-   

$

633,644 

Mandatorily redeemable instruments (included in other liabilities)

$

55,097 

$

55,097 

$

-   

$

-   

Interest rate swap (included in other liabilities)

23,747 

-   

23,747 

-   

Total liabilities

$

78,844 

$

55,097 

$

23,747 

$

-   

(Amounts in thousands)

As of December 31, 2014

Total

Level 1

Level 2

Level 3

Marketable securities

$

206,323 

$

206,323 

$

-   

$

-   

Real estate fund investments (75% of which is attributable to

noncontrolling interests)

513,973 

-   

-   

513,973 

Deferred compensation plan assets (included in other assets)

117,284 

53,969 

-   

63,315 

Total assets

$

837,580 

$

260,292 

$

-   

$

577,288 

Mandatorily redeemable instruments (included in other liabilities)

$

55,097 

$

55,097 

$

-   

$

-   

Interest rate swap (included in other liabilities)

25,797 

-   

25,797 

-   

Total liabilities

$

80,894 

$

55,097 

$

25,797 

$

-   

 

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

 

Real Estate Fund Investments

 

At June 30, 2015, we had six real estate fund investments with an aggregate fair value of $565,976,000, or $193,164,000 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 0.2 to 5.5 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, which are derived from original underwriting assumptions, 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, 2015 and December 31, 2014.

 

Weighted Average

Range

(based on fair value of investments)

Unobservable Quantitative Input

June 30, 2015

December 31, 2014

June 30, 2015

December 31, 2014

Discount rates

12.0% to 14.5%

12.0% to 17.5%

13.4%

13.7%

Terminal capitalization rates

4.8% to 6.5%

4.7% to 6.5%

5.5%

5.3%

 

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, 2015 and 2014.

 

(Amounts in thousands)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2015 

2014 

2015 

2014 

Beginning balance

$

554,426 

$

682,002 

$

513,973 

$

667,710 

Purchases

-   

2,544 

95,000 

2,667 

Dispositions / Distributions

(11,235)

(232,513)

(83,421)

(232,513)

Net unrealized gains

23,332 

57,354 

39,545 

58,546 

Net realized gains

886 

39,704 

2,312 

52,681 

Other, net

(1,433)

-   

(1,433)

-   

Ending balance

$

565,976 

$

549,091 

$

565,976 

$

549,091 

 

23

 


 
 

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, 2015 and 2014. 

 

(Amounts in thousands)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2015 

2014 

2015 

2014 

Beginning balance

$

64,836 

$

67,627 

$

63,315 

$

68,782 

Purchases

5,607 

7,915 

6,231 

9,559 

Sales

(4,655)

(11,255)

(5,093)

(16,379)

Realized and unrealized gain (loss)

1,387 

(198)

2,722 

1,974 

Other, net

493 

520 

493 

673 

Ending balance

$

67,668 

$

64,609 

$

67,668 

$

64,609 

                           

 

Fair Value Measurements on a Nonrecurring Basis

 

Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of real estate assets required to be measured for impairment at December 31, 2014.  There are no assets remaining at fair value on a nonrecurring basis at June 30, 2015.  The fair values of real estate assets required to be measured for impairment were determined using widely accepted valuation techniques, including (i) discounted cash flow analysis, which considers, among other things, leasing assumptions, growth rates, discount rates and terminal capitalization rates, (ii) income capitalization approach, which considers prevailing market capitalization rates, and (iii) comparable sales activity.

 

(Amounts in thousands)

As of December 31, 2014

Total

Level 1

Level 2

Level 3

Real estate assets

$

4,848 

$

-   

$

-   

$

4,848 

 

24

 


 

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), mortgage and mezzanine loans receivable 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 revolving credit facility is classified as Level 1, and the fair value of our mortgage and mezzanine loans receivable as of December 31, 2014 is classified as Level 3.  There are no mortgage and mezzanine loans receivable outstanding as of June 30, 2015.  The fair value of our secured and unsecured debt are classified as Level 2.  The table below summarizes the carrying amounts and fair value of these financial instruments as of June 30, 2015 and December 31, 2014.

 

(Amounts in thousands)

As of June 30, 2015

As of December 31, 2014

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Cash equivalents

$

311,017 

$

311,000 

$

749,418 

$

749,000 

Mortgage and mezzanine loans receivable

-   

-   

16,748 

17,000 

$

311,017 

$

311,000 

$

766,166 

$

766,000 

Debt:

Mortgages payable

$

8,562,314 

$

8,541,000 

$

8,263,165 

$

8,224,000 

Senior unsecured notes

847,463 

882,000 

1,347,159 

1,385,000 

Revolving credit facility debt

400,000 

400,000 

-   

-   

$

9,809,777 

$

9,823,000 

$

9,610,324 

$

9,609,000 

 

15.    Incentive Compensation

 

Our 2010 Omnibus Share Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted stock, restricted Operating Partnership units and Out-Performance Plan awards to certain of our employees and officers.  We account for all stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation.  Stock-based compensation expense was $6,685,000 and $9,051,000 for the three months ended June 30, 2015 and 2014, respectively and $26,827,000 and $20,075,000 for the six months ended June 30, 2015 and 2014, respectively.

25

 


 
 

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

For the Six Months Ended

June 30,

June 30,

2015 

2014 

2015 

2014 

BMS cleaning fees

$

21,741 

$

22,195 

$

44,374 

$

41,151 

Management and leasing fees

4,274 

5,765 

8,466 

11,593 

Lease termination fees

2,893 

4,545 

6,640 

8,122 

Other income

10,322 

8,306 

19,357 

15,885 

$

39,230 

$

40,811 

$

78,837 

$

76,751 

Management and leasing fees include management fees from Interstate Properties, a related party, of $132,000 and $131,000 for the three months ended June 30, 2015 and 2014, and $271,000 and $265,000 for the six months ended June 30, 2015 and 2014, respectively.  The above table excludes fee income from partially owned entities, which is included in “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:

 

(Amounts in thousands)

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2015 

2014 

2015 

2014 

Dividends on marketable securities

$

3,202 

$

3,198 

$

6,405 

$

6,304 

Interest on loans receivable

1,135 

1,034 

3,959 

3,714 

Mark-to-market of investments in our deferred compensation plan (1)

(609)

2,380 

2,250 

6,780 

Other, net

1,938 

2,784 

3,844 

4,448 

$

5,666 

$

9,396 

$

16,458 

$

21,246 

(1)

This income is entirely offset by the 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

For the Six Months Ended

June 30,

June 30,

2015 

2014 

2015 

2014 

Interest expense

$

96,297 

$

112,736 

$

191,625 

$

218,248 

Amortization of deferred financing costs

7,497 

7,737 

14,953 

12,159 

Capitalized interest and debt expense

(11,702)

(16,560)

(22,812)

(30,182)

$

92,092 

$

103,913 

$

183,766 

$

200,225 

26

 


 

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 share 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,

2015 

2014 

2015 

2014 

Numerator:

Income from continuing operations, net of income attributable

to noncontrolling interests

$

186,745 

$

71,619 

$

275,911 

$

146,362 

(Loss) income from discontinued operations, net of income

attributable to noncontrolling interests

(729)

25,389 

14,182 

33,363 

Net income attributable to Vornado

186,016 

97,008 

290,093 

179,725 

Preferred share dividends

(20,365)

(20,366)

(39,849)

(40,734)

Net income attributable to common shareholders

165,651 

76,642 

250,244 

138,991 

Earnings allocated to unvested participating securities

(18)

(21)

(34)

(51)

Numerator for basic income per share

165,633 

76,621 

250,210 

138,940 

Impact of assumed conversions:

Convertible preferred share dividends

23 

-   

46 

-   

Earnings allocated to Out-Performance Plan units

-   

-   

367 

-   

Numerator for diluted income per share

$

165,656 

$

76,621 

$

250,623 

$

138,940 

Denominator:

Denominator for basic income per share – weighted average shares

188,365 

187,527 

188,183 

187,418 

Effect of dilutive securities(1):

Employee stock options and restricted share awards

1,190 

1,090 

1,260 

1,013 

Convertible preferred shares

45 

-   

46 

-   

Out-Performance Plan units

-   

-   

286 

-   

Denominator for diluted income per share – weighted average

shares and assumed conversions

189,600 

188,617 

189,775 

188,431 

INCOME PER COMMON SHARE – BASIC:

Income from continuing operations, net

$

0.88 

$

0.27 

$

1.25 

$

0.56 

Income from discontinued operations, net

0.14 

0.08 

0.18 

Net income per common share

$

0.88 

$

0.41 

$

1.33 

$

0.74 

INCOME (LOSS) PER COMMON SHARE – DILUTED:

Income from continuing operations, net

$

0.88 

$

0.27 

$

1.25 

$

0.56 

(Loss) income from discontinued operations, net

(0.01)

0.14 

0.07 

0.18 

Net income per common share

$

0.87 

$

0.41 

$

1.32 

$

0.74 

(1)

The effect of dilutive securities for the three months ended June 30, 2015 and 2014 excludes an aggregate of 11,381 and 11,289 weighted average common share equivalents, respectively, and 11,209 and 11,304 weighted average common share equivalents for the six months ended June 30, 2015 and 2014, respectively, as their effect was anti-dilutive.

27

 


 

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 all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as floods.  Our California properties have earthquake insurance with coverage of $180,000,000 per occurrence, subject to a deductible in the amount of 5% of the value of the affected property, up to a $180,000,000 annual aggregate. 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, 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 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 $2,480,000 and 15% of the balance of a covered loss (16% effective January 1, 2016) and the Federal government is responsible for the remaining 85% of a covered loss (84% effective January 1, 2016).  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.

 

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, 2015, the aggregate dollar amount of these guarantees and master leases is approximately $369,000,000.

 

At June 30, 2015, $39,382,000 of letters of credit were outstanding under one of our revolving credit facilities.  Our 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 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, 2015, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $81,000,000. 

28

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

21.    Segment Information

 

As a result of the spin-off of substantially all of our Retail Properties segment (see Note 8 – Discontinued Operations), the remaining retail properties no longer meet the criteria to be a separate reportable segment.  In addition, as a result of our investment in Toys being reduced to zero, we suspended equity method accounting for our investment in Toys (see Note 7 - Investments in Partially Owned Entities) and the Toys segment no longer meets the criteria to be a separate reportable segment.  Accordingly, effective January 1, 2015, the Retail Properties segment and Toys have been reclassified to the Other segment.  We have also reclassified the prior period segment financial results to conform to the current period presentation.  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, 2015 and 2014.

(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

(5,231)

3,176 

(1,805)

(6,602)

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

128,102 

121,859 

16,920 

(10,677)

Income tax benefit (expense)

88,072 

(1,095)

(466)

89,633 

Income from continuing operations

216,174 

120,764 

16,454 

78,956 

Loss from discontinued operations

(774)

-   

-   

(774)

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)

 

(Amounts in thousands)

For the Three Months Ended June 30, 2014

Total

New York

Washington, DC

Other

Total revenues

$

574,411 

$

375,674 

$

134,826 

$

63,911 

Total expenses

385,143 

226,840 

87,352 

70,951 

Operating income (loss)

189,268 

148,834 

47,474 

(7,040)

(Loss) income from partially owned entities

(53,742)

8,996 

(2,248)

(60,490)

Income from real estate fund investments

100,110 

-   

-   

100,110 

Interest and other investment income, net

9,396 

1,614 

42 

7,740 

Interest and debt expense

(103,913)

(49,070)

(18,660)

(36,183)

Net gain on disposition of wholly owned and partially

owned assets

905 

-   

-   

905 

Income before income taxes

142,024 

110,374 

26,608 

5,042 

Income tax expense

(3,280)

(1,226)

(115)

(1,939)

Income from continuing operations

138,744 

109,148 

26,493 

3,103 

Income from discontinued operations

26,943 

5,919 

-   

21,024 

Net income

165,687 

115,067 

26,493 

24,127 

Less net income attributable to noncontrolling interests

(68,679)

(3,108)

-   

(65,571)

Net income (loss) attributable to Vornado

97,008 

111,959 

26,493 

(41,444)

Interest and debt expense(2)

179,520 

64,072 

22,463 

92,985 

Depreciation and amortization(2)

173,443 

74,007 

35,806 

63,630 

Income tax (benefit) expense (2)

(574)

1,291 

132 

(1,997)

EBITDA(1)

$

449,397 

$

251,329 

(3)

$

84,894 

(4)

$

113,174 

(5)

See notes on page 31.

 

29

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

21.    Segment Information – continued

(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

(7,636)

(2,487)

(1,674)

(3,475)

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

238,478 

219,460 

39,875 

(20,857)

Income tax benefit (expense)

87,101 

(2,038)

208 

88,931 

Income from continuing operations

325,579 

217,422 

40,083 

68,074 

Income from discontinued operations

15,067 

-   

-   

15,067 

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)

 

 

(Amounts in thousands)

For the Six Months Ended June 30, 2014

Total

New York

Washington, DC

Other

 

Total revenues

$

1,136,792 

$

736,858 

$

270,104 

$

129,830 

Total expenses

802,283 

464,574 

176,924 

160,785 

Operating income (loss)

334,509 

272,284 

93,180 

(30,955)

(Loss) income from partially owned entities

(51,763)

10,562 

(3,514)

(58,811)

Income from real estate fund investments

118,258 

-   

-   

118,258 

Interest and other investment income, net

21,246 

3,055 

78 

18,113 

Interest and debt expense

(200,225)

(91,909)

(38,007)

(70,309)

Net gain on disposition of wholly owned and partially

owned assets

10,540 

-   

-   

10,540 

Income (loss) before income taxes

232,565 

193,992 

51,737 

(13,164)

Income tax (expense) benefit

(4,131)

(2,195)

84 

(2,020)

Income (loss) from continuing operations

228,434 

191,797 

51,821 

(15,184)

Income from discontinued operations

35,409 

11,786 

-   

23,623 

Net income

263,843 

203,583 

51,821 

8,439 

Less net income attributable to noncontrolling interests

(84,118)

(4,513)

-   

(79,605)

Net income (loss) attributable to Vornado

179,725 

199,070 

51,821 

(71,166)

Interest and debt expense(2)

350,472 

122,140 

45,261 

183,071 

Depreciation and amortization(2)

369,782 

161,594 

71,956 

136,232 

Income tax expense (benefit)(2)

19,257 

2,323 

(57)

16,991 

EBITDA(1)

$

919,236 

$

485,127 

(3)

$

168,981 

(4)

$

265,128 

(5)

See notes on the following page.

 

30

 


 

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 supplemental 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,

2015 

2014 

2015 

2014 

Office

$

170,740 

$

162,833 

$

330,099 

$

320,712 

Retail

86,151 

67,947 

167,456 

134,142 

Alexander's

10,241 

10,271 

20,648 

20,701 

Hotel Pennsylvania

8,856 

10,278 

6,730 

9,572 

Total New York

$

275,988 

$

251,329 

$

524,933 

$

485,127 

(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,

2015 

2014 

2015 

2014 

Office, excluding the Skyline Properties

$

68,514 

$

67,057 

$

135,898 

$

134,314 

Skyline properties

6,984 

7,073 

13,039 

13,572 

Total Office

75,498 

74,130 

148,937 

147,886 

Residential

10,136 

10,764 

19,954 

21,095 

Total Washington, DC

$

85,634 

$

84,894 

$

168,891 

$

168,981 

 

31

 


 

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,

2015 

2014 

2015 

2014 

Our share of real estate fund investments:

Income before net realized/unrealized gains

$

1,533 

$

2,191 

$

4,285 

$

4,617 

Net realized/unrealized gains on investments

6,054 

24,265 

10,464 

27,807 

Carried interest

2,909 

11,874 

6,297 

13,205 

Total

10,496 

38,330 

21,046 

45,629 

The Mart and trade shows

22,144 

22,454 

43,185 

41,541 

555 California Street

12,831 

11,506 

25,232 

23,572 

Our share of Toys(a)

500 

5,189 

1,954 

90,586 

India real estate ventures

375 

99 

2,216 

1,923 

Other investments

11,222 

6,780 

18,966 

14,380 

57,568 

84,358 

112,599 

217,631 

Corporate general and administrative expenses(b) (c)

(23,760)

(23,022)

(59,702)

(49,004)

Investment income and other, net(b)

6,561 

8,032 

15,323 

16,105 

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 

-   

Acquisition and transaction related costs

(4,061)

(1,067)

(6,042)

(2,352)

UE and residual retail properties discontinued operations(d)

(758)

48,672 

19,060 

80,772 

Net gain on sale of residential condominiums and a land parcel

-   

905 

1,860 

10,540 

Net income attributable to noncontrolling interests in

the Operating Partnership

(10,198)

(4,704)

(15,485)

(8,564)

$

15,059 

$

113,174 

$

57,320 

$

265,128 

(a)

As a result of our investment being reduced to zero, we suspended equity method accounting in the third quarter of 2014 (see Note 7 - Investments in Partially Owned Entities). The six months ended June 30, 2014 includes an impairment loss of $75,196.

(b)

The amounts in these captions (for this table only) exclude income/expense from the mark-to-market of our deferred compensation plan of $609 and $2,380 for the three months ended June 30, 2015 and 2014, respectively, and $2,250 and $6,780 for the six months ended June 30, 2015 and 2014, respectively.

(c)

The six months ended June 30, 2015 includes $8,817 from the acceleration of the recognition of compensation expense related to 2013-2015 Out-Performance Plans due to the modification of the vesting criteria of awards such that they will fully vest at age 65. The accelerated expense will result in lower general and administrative expense for the remainder of 2015 of $1,734 and $6,217 thereafter.

(d)

The three months ended June 30, 2015 and 2014, include $327 and $3,016, respectively, and the six months ended June 30, 2015 and 2014, include $22,972 and $3,515, respectively, of transaction costs related to the spin-off of our strip shopping centers and malls (see Note 1 - Organization).

32

 


 
 

VORNADO REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(UNAUDITED)

 

 

22.    Subsequent Events

 

 

100 West 33rd Street

 

On July 28, 2015, we completed a $580,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot property comprised of 851,000 square feet of office space and the 256,000 square foot Manhattan Mall.  The loan is interest only at LIBOR plus 1.65%, and matures in July 2020.  We realized net proceeds of approximately $242,000,000.

 

260 Eleventh Avenue

 

On July 31, 2015, we acquired 260 Eleventh Avenue, a 235,000 square foot office property leased to the City of New York through 2021 with two five-year renewal options, a 10,000 square foot parking lot and additional air rights.  The 44,000 square foot site is located on Eleventh Avenue from 26th to 27th Streets directly across from the Starrett Lehigh building.  The transaction is structured as a 99-year ground lease with an option to purchase the land for $110,000,000.  The $3,900,000 annual ground rent and the purchase option price escalate annually at the lesser of 1.5% or CPI.  The buildings were purchased for 813,900 newly issued Vornado Operating Partnership units valued at approximately $80,000,000.  We intend to redevelop and expand the property to serve the supply constrained West Chelsea office market. 

33

 


 
 

 

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, 2015, and the related consolidated statements of income and comprehensive income for the three month and six month periods ended June 30, 2015 and 2014 and changes in equity and cash flows for the six month periods ended June 30, 2015 and 2014.  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, 2014, 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 17, 2015, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2014 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 3, 2015

34

 


 

 

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, 2014.  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, 2015.  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, 2015 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.

35

 


 

 

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 REIT Index (“Office REIT”) and the Morgan Stanley REIT Index (“RMS”) for the following periods ended June 30, 2015.

 

Total Return(1)

Vornado

Office REIT

RMS

Three-month

(14.7%)

(11.2%)

(10.4%)

Six-month

(9.9%)

(5.3%)

(6.2%)

One-year

0.7% 

1.3% 

3.9% 

Three-year

38.5% 

26.4% 

28.5% 

Five-year

70.1% 

67.6% 

95.0% 

Ten-year

93.0% 

65.6% 

96.0% 

(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, 2014, for additional information regarding these factors.

 

36

 


 
 

 

Overview – continued

 

 

Quarter Ended June 30, 2015 Financial Results Summary

 

Net income attributable to common shareholders for the quarter ended June 30, 2015 was $165,651,000, or $0.87 per diluted share, compared to $76,642,000, or $0.41 per diluted share, for the quarter ended June 30, 2014.  Net income for the quarter ended June 30, 2015 includes $14,806,000 of real estate impairment losses, of which $10,304,000 relates to depreciable real estate and is therefore excluded from Funds From Operations attributable to common shareholders plus assumed conversions (“FFO”).  Net income for the quarter ended June 30, 2015 also includes $4,513,000 of net gains on sale of real estate.  In addition, the quarters ended June 30, 2015 and 2014 include certain other items that affect comparability, which are listed in the table below.  The aggregate of net gains on sale of real estate, real estate impairment losses and the items in the table below, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the quarter ended June 30, 2015 by $71,800,000, or $0.38 per diluted share, and decreased net income attributable to common shareholders by $34,894,000, or $0.18 per diluted share, for the quarter ended June 30, 2014.

 

FFO for the quarter ended June 30, 2015 was $323,381,000, or $1.71 per diluted share, compared to $216,547,000, or $1.15 per diluted share, for the prior year’s quarter.  FFO for the quarters ended June 30, 2015 and 2014 include certain items that affect comparability, which are listed in the table below.  The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO by $76,859,000, or $0.41 per diluted share, for the quarter ended June 30, 2015, and decreased FFO by $15,012,000, or $0.08 per diluted share, for the quarter ended June 30, 2014.

 

(Amounts in thousands)

For the Three Months Ended June 30,

2015 

2014 

Items that affect comparability income (expense):

 

Reversal of allowance for deferred tax assets (re: taxable REIT subsidiary's

ability to utilize NOLs)

$

90,030 

$

-   

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

(4,502)

-   

Acquisition and transaction related costs

(4,061)

(1,067)

FFO from discontinued operations (including UE spin-off related

costs of $327 and $3,016, respectively)

(767)

41,673 

Toys FFO (negative FFO)

500 

(51,862)

Defeasance cost in connection with the refinancing of 909 Third Avenue

-   

(5,589)

Other, net

433 

905 

81,633 

(15,940)

Noncontrolling interests' share of above adjustments

(4,774)

928 

Items that affect comparability, net

$

76,859 

$

(15,012)

 

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 for the quarter ended June 30, 2015 over the quarter ended June 30, 2014 and the trailing quarter ended March 31, 2015 are summarized below.

New York

Washington, DC

Same Store EBITDA:

 

June 30, 2015 vs. June 30, 2014

Same store EBITDA

1.5

%

(1)

0.8

%

Cash basis same store EBITDA

2.4

%

(1)

(3.3

%)

June 30, 2015 vs. March 31, 2015

Same store EBITDA

4.6

%

(2)

1.9

%

Cash basis same store EBITDA

3.1

%

(2)

1.8

%

(1)

Excluding Hotel Pennsylvania, same store EBITDA increased by 2.2% and by 3.2% on a cash basis.

(2)

Excluding Hotel Pennsylvania, same store EBITDA increased by 0.1% and decreased by 2.0% on a cash basis.

 

37

 


 
 

 

Overview – continued

 

 

Six Months Ended June 30, 2015 Financial Results Summary

 

Net income attributable to common shareholders for the six months ended June 30, 2015 was $250,244,000, or $1.32 per diluted share, compared to $138,991,000, or $0.74 per diluted share, for the six months ended June 30, 2014. Net income for the six months ended June 30, 2015 includes $15,380,000 of net gains on sale of real estate and $14,806,000 of real estate impairment losses, of which $10,304,000 relates to depreciable real estate and is therefore excluded from FFO.  Net income for the six months ended June 30, 2015 also includes $256,000 of real estate impairment losses of other properties.  Net income for the six months ended June 30, 2014 includes $20,842,000 of real estate impairment losses.  In addition, the six months ended June 30, 2015 and 2014 include certain items that affect comparability, which are listed in the table below.  The aggregate of real estate impairment losses, net gains on sale of real estate and the items in the table below, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the six months ended June 30, 2015 by $90,220,000, or $0.48 per diluted share, and decreased net income attributable to common shareholders for the six months ended June 30, 2014 by $18,884,000, or $0.10 per diluted share.

 

FFO for the six months ended June 30, 2015 was $544,305,000, or $2.87 per diluted share, compared to $463,626,000, or $2.46 per diluted share, for the six months ended June 30, 2014.  FFO for the six months ended June 30, 2015 and 2014 include certain items that affect comparability, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO by $87,725,000, or $0.46 per diluted share, for the six months ended June 30, 2015 and increased FFO by $44,328,000, or $0.24 per diluted share, for the six months ended June 30, 2014.

 

(Amounts in thousands)

For the Six Months Ended June 30,

2015 

2014 

Items that affect comparability income (expense):

Reversal of allowance for deferred tax assets (re: taxable REIT subsidiary's

ability to utilize NOLs)

$

90,030 

$

-   

FFO from discontinued operations (including UE spin-off related

costs of $22,972 and $3,515, respectively)

6,628 

87,071 

Acquisition and transaction related costs

(6,042)

(2,352)

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

(4,502)

-   

Toys FFO (negative FFO) (including impairment losses of $75,196 in 2014)

1,954 

(42,595)

Net gain on sale of residential condominiums and a land parcel in 2014

1,860 

10,540 

Defeasance cost in connection with the refinancing of 909 Third Avenue

-   

(5,589)

Other, net

3,154 

-   

93,082 

47,075 

Noncontrolling interests' share of above adjustments

(5,357)

(2,747)

Items that affect comparability, net

$

87,725 

$

44,328 

 

The percentage increase (decrease) in same store EBITDA and cash basis same store EBITDA of our operating segments for the six months ended June 30, 2015 over the six months ended June 30, 2014 is summarized below.

 

New York

Washington, DC

Same Store EBITDA:

June 30, 2015 vs. June 30, 2014

Same store EBITDA

2.3

%

(1)

0.4

%

Cash basis same store EBITDA

3.9

%

(1)

(4.3

%)

(1)

Excluding Hotel Pennsylvania, same store EBITDA increased by 3.0% and by 4.7% 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.

 

38

 


 
 

 

Overview – continued

 

2015 Acquisitions

 

On January 20, 2015, we and one of our real estate fund’s limited partners co-invested with the Fund to buy out the Fund’s joint venture partner’s 57% interest in the Crowne Plaza Times Square Hotel.  The purchase price for the 57% interest was approximately $95,000,000 (our share $39,000,000) which valued the property at approximately $480,000,000.  The property is encumbered by a $310,000,000 mortgage loan bearing interest at LIBOR plus 2.80% which matures in December 2018 with a one-year extension option.  Our aggregate ownership interest in the property increased to 33% from 11%.

 

On March 18, 2015, we acquired the Center Building, a 437,000 square foot office building, located at 33-00 Northern Boulevard in Long Island City, New York, for $142,000,000, including the assumption of an existing $62,000,000, 4.43% mortgage maturing in October 2018.

 

On June 2, 2015, we completed the acquisition of 150 West 34th Street, a 78,000 square foot retail property leased to Old Navy through May 2019, and 226,000 square feet of additional zoning air rights, for approximately $355,000,000.  At closing we completed a $205,000,000 financing of the property. 

 

On June 24, 2015, we entered into a joint venture, in which we own a 55% interest, to develop a 173,000 square foot Class-A office building, located along the western edge of the High Line at 510 West 22nd Street.  The development cost of this project is approximately $225,000,000.  The development is expected to commence during the third quarter of 2015 and be completed in 2017.    

 

On July 31, 2015, we acquired 260 Eleventh Avenue, a 235,000 square foot office property leased to the City of New York through 2021 with two five-year renewal options, a 10,000 square foot parking lot and additional air rights.  The 44,000 square foot site is located on Eleventh Avenue from 26th to 27th Streets directly across from the Starrett Lehigh building.  The transaction is structured as a 99-year ground lease with an option to purchase the land for $110,000,000.  The $3,900,000 annual ground rent and the purchase option price escalate annually at the lesser of 1.5% or CPI.  The buildings were purchased for 813,900 newly issued Vornado Operating Partnership units valued at approximately $80,000,000.  We intend to redevelop and expand the property to serve the supply constrained West Chelsea office market.

 

 

2015 Dispositions

 

On January 15, 2015, we completed the spin-off of substantially all of our retail segment comprised of 79 strip shopping centers, three malls, a warehouse park and $225,000,000 of cash to Urban Edge Properties (“UE”) (NYSE: UE).  As part of this transaction, we retained 5,717,184 UE operating partnership units (5.4% ownership interest).  We are providing transition services to UE for an initial period of up to two years, including information technology, human resources, tax and financial reporting. UE is providing us with leasing and property management services for (i) the Monmouth Mall, (ii) certain small retail properties that we plan to sell, and (iii) our affiliate, Alexander’s, Inc. (NYSE: ALX), Rego Park retail assets. Steven Roth, our Chairman and Chief Executive Officer is a member of the Board of Trustees of UE.  The spin-off distribution was effected by Vornado distributing one UE common share for every two Vornado common shares.

 

On March 13, 2015, we sold our Geary Street, CA lease for $34,189,000, which resulted in a net gain of $21,376,000.

 

On March 25, 2015, the Fund completed the sale of 520 Broadway in Santa Monica, CA for $91,650,000.  The Fund realized a $24,705,000 net gain over the holding period.

 

On March 31, 2015, we transferred the redeveloped Springfield Town Center, a 1,350,000 square foot mall located in Springfield, Fairfax County, Virginia, to PREIT Associates, L.P., which is the operating partnership of Pennsylvania Real Estate Investment Trust (NYSE: PEI) (collectively, “PREIT”).  The financial statement gain was $7,823,000, of which $7,192,000 was recognized in the first quarter of 2015 and the remaining $631,000 was deferred based on our ownership interest in PREIT.  In the first quarter of 2014, we recorded a non-cash impairment loss of $20,000,000 on Springfield Town Center which is included in “(loss) income from discontinued operations” on our consolidated statements of income.

 

During the first quarter of 2015, we sold five residual retail properties, in separate transactions, for an aggregate of $10,731,000, which resulted in net gains of $3,675,000.           

 

 

 

 

 

39

 


 

 

 

Overview – continued

 

2015 Financings

 

On January 1, 2015, we redeemed all of the $500,000,000 principal amount of our outstanding 4.25% senior unsecured notes, which were scheduled to mature on April 1, 2015, at a redemption price of 100% of the principal amount plus accrued interest through December 31, 2014.

 

On April 1, 2015, we completed a $308,000,000 refinancing of RiverHouse Apartments, a three building, 1,670 unit rental complex located in Arlington, VA.  The loan is interest-only at LIBOR plus 1.28% and matures in 2025.  We realized net proceeds of approximately $43,000,000.  The property was previously encumbered by a 5.43%, $195,000,000 mortgage maturing in April 2015 and a $64,000,000 mortgage at LIBOR plus 1.53% maturing in 2018. 

 

On June 2, 2015, we completed a $205,000,000 financing in connection with the acquisition of 150 West 34th Street.  The loan bears interest at LIBOR plus 2.25% and matures in 2018 with two one-year extension options. 

 

On July 28, 2015, we completed a $580,000,000 refinancing of 100 West 33rd Street, a 1.1 million square foot property comprised of 851,000 square feet of office space and the 256,000 square foot Manhattan Mall.  The loan is interest only at LIBOR plus 1.65%, and matures in July 2020.  We realized net proceeds of approximately $242,000,000.

 

 

Recently Issued Accounting Literature

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-08”) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to ASC Topic 205, Presentation of Financial Statements and ASC Topic 360, Property Plant and Equipment. Under ASU 2014-08, only disposals that represent a strategic shift that has (or will have) a major effect on the entity’s results and operations would qualify as discontinued operations. In addition, ASU 2014-08 expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. ASU 2014-08 is effective for interim and annual reporting periods in fiscal years that began after December 15, 2014. Upon adoption of this standard on January 1, 2015, individual properties sold in the ordinary course of business are not expected to qualify as discontinued operations. The financial results of UE and certain other retail assets are reflected in our consolidated financial statements as discontinued operations for all periods presented.

 

In May 2014, the FASB issued an update ("ASU 2014-09") establishing ASC Topic 606, Revenue from Contracts with Customers.  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.  ASU 2014-09 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017.  We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

 

In June 2014, the FASB issued an update (“ASU 2014-12”) to ASC Topic 718, Compensation – Stock Compensation.  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 begin after December 15, 2015.  We are currently evaluating the impact of the adoption of ASU 2014-12 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.  We are currently evaluating the impact of the adoption of ASU 2015-02 on our consolidated financial statements. 

 

 

 

 

 

40

 


 

 

 

 

 

Overview – continued

 

Recently Issued Accounting Literature - continued

 

In April 2015, the FASB issued an update (“ASU 2015-03”) Simplifying the Presentation of Debt Issuance Costs to ASC Topic 835, Interest.  ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability to which they relate, consistent with debt discounts, as opposed to being presented as assets.  ASU 2015-03 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2015.  The adoption of this update on January 1, 2016 will not have a material impact on our consolidated financial statements.

 

 

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, 2014 in Management’s Discussion and Analysis of Financial Condition. Although there have been no significant changes during  2015, the following updates have been made to our policies.

 

Condominium Units Held For Sale:  Pursuant to ASC 605-35-25-88, Revenue Recognition: Completed Contract Method, revenue from condominium unit sales is recognized upon closing of the sale, as all conditions for full profit recognition have not been met until that time.  We use the relative sales value method to allocate costs to individual condominium units. 

 

We are constructing a residential condominium tower containing 392,000 salable square feet on our 220 Central Park South (“220 CPS”) development site.  As of June 30, 2015, we had entered into agreements to sell approximately 40% of the project for aggregate sales proceeds of $1.4 billion.  In connection therewith, $209,902,000 of deposits are held with a third party escrow agent.  

 

Income Taxes:  We operate in a manner intended to enable us to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We distribute to our shareholders 100% of our taxable income and therefore, no provision for Federal income taxes is required.

 

We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001.  Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates.

 

At June 30, 2015 and December 31, 2014, our taxable REIT subsidiaries had deferred tax assets of $95,419,000 and $94,100,000, respectively, which are included in “other assets” on our consolidated balance sheets.  Prior to the quarter ended June 30, 2015, there was a full valuation allowance against our deferred tax assets because we had not determined that it is more-likely-than-not that we would use the net operating loss carryforwards to offset future taxable income.  During the second quarter of 2015, we began to enter into agreements to sell residential condominium units at 220 CPS and as of June 30, 2015, we had entered into agreements to sell approximately 40% of the project for aggregate sales proceeds of $1.4 billion.  Based on these agreements, among other factors, we have concluded that it is more-likely-than-not that we will generate sufficient taxable income to realize the deferred tax assets.  Accordingly, during the second quarter of 2015, we reversed $90,030,000 of the allowance for deferred tax assets and recognized an income tax benefit in our consolidated statements of income in the three and six months ended June 30, 2015.

41

 


 
 

 

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

Washington, DC

Office

Retail

Office

Quarter Ended June 30, 2015

Total square feet leased

605 

36 

411 

Our share of square feet leased:

494 

27 

391 

Initial rent (1)

$

82.21 

$

1,381.81 

$

40.50 

Weighted average lease term (years)

11.0 

12.9 

8.3 

Second generation relet space:

Square feet

257 

24 

202 

Cash basis:

Initial rent (1)

$

89.39 

$

1,297.54 

$

40.79 

Prior escalated rent

$

80.63 

$

376.12 

$

43.64 

Percentage increase (decrease)

10.9% 

245.0% 

(6.5%)

GAAP basis:

Straight-line rent (2)

$

87.28 

$

1,642.75 

$

38.98 

Prior straight-line rent

$

72.87 

$

993.62 

$

40.71 

Percentage increase (decrease)

19.8% 

65.3% 

(4.2%)

Tenant improvements and leasing commissions:

Per square foot

$

84.56 

$

714.48 

$

41.66 

Per square foot per annum

$

7.69 

$

55.39 

$

5.02 

     Percentage of initial rent

9.4% 

4.0% 

12.4% 

 

Six Months Ended June 30, 2015

 

Total square feet leased

1,158 

43 

1,165 

 

Our share of square feet leased:

911 

34 

1,087 

 

Initial rent (1)

$

80.21 

$

1,169.82 

$

37.01 

 

Weighted average lease term (years)

10.0 

12.7 

10.1 

 

Second generation relet space:

 

Square feet

520 

27 

707 

 

Cash basis:

 

Initial rent (1)

$

81.94 

$

1,173.47 

$

35.44 

(3)

 

Prior escalated rent

$

72.10 

$

361.48 

$

41.32 

(3)

 

Percentage increase (decrease)

13.6% 

224.6% 

(14.2%)

(3)

 

GAAP basis:

 

Straight-line rent (2)

$

79.11 

$

1,479.21 

$

33.37 

(3)

 

Prior straight-line rent

$

66.44 

$

899.84 

$

38.43 

(3)

 

Percentage increase (decrease)

19.1% 

64.4% 

(13.2%)

(3)

 

Tenant improvements and leasing commissions:

 

Per square foot

$

80.06 

$

627.55 

$

69.01 

 

Per square foot per annum

$

8.01 

$

49.41 

$

6.83 

 

     Percentage of initial rent

10.0% 

4.2% 

18.5% 

 

 

(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.

(3)

Excluding 371 square feet of leasing activity with the U.S. Marshals Service (of which 293 square feet are second generation relet space), the initial rent and prior escalated rent on a cash basis was $37.88 and $39.35 per square foot, respectively (3.7% decrease), and the initial rent and prior escalated rent on a GAAP basis was $34.33 and $35.77 per square foot, respectively (3.7% decrease).

                                                                       

 

42

 


 
 

 

Overview - continued

Square footage (in service) and Occupancy as of June 30, 2015:

(Square feet in thousands)

Square Feet (in service)

Number of

Total

Our

Properties

Portfolio

Share

Occupancy %

New York:

Office

33 

20,928 

17,555 

96.4%

Retail

60 

2,538 

2,347 

96.6%

Alexander's

2,178 

706 

99.7%

Hotel Pennsylvania

1,400 

1,400 

Residential - 1,654 units

1,521 

761 

96.1%

28,565 

22,769 

96.5%

Washington, DC:

Office, excluding the Skyline Properties

51 

13,431 

11,059 

89.7%

Skyline Properties

2,646 

2,646 

53.5%

Total Office

59 

16,077 

13,705 

82.7%

Residential - 2,414 units

2,597 

2,455 

95.4%

Other

384 

384 

100.0%

19,058 

16,544 

85.0%

Other:

The Mart

3,578 

3,569 

93.9%

555 California Street

1,802 

1,261 

97.5%

85 Tenth Avenue(1)

612 

305 

100.0%

Other Properties

2,171 

1,210 

95.8%

8,163 

6,345 

Total square feet at June 30, 2015

55,786

45,658 

(1)

As of June 30, 2015, we own junior and senior mezzanine loans of 85 Tenth Avenue with an accreted balance of $155.6 million. The junior and senior mezzanine loans bear paid-in-kind interest of 12% and 9%, respectively, and mature in May 2017. We account for our investment in 85 Tenth Avenue using the equity method of accounting because we will receive a 49.9% interest in the property after repayment of the junior mezzanine loan. As a result of recording our share of the GAAP losses of the property, the net carrying amount of these loans is $25.6 million on our consolidated balance sheets.

 

43

 


 
 

 

Overview - continued

Square footage (in service) and Occupancy as of December 31, 2014:

(Square feet in thousands)

Square Feet (in service)

Number of

Total

Our

properties

Portfolio

Share

Occupancy %

New York:

Office

31 

20,052 

16,808 

96.9%

Retail

57 

2,450 

2,259 

96.4%

Alexander's

2,178 

706 

99.7%

Hotel Pennsylvania

1,400 

1,400 

Residential - 1,654 units

1,524 

763 

95.7%

27,604 

21,936 

96.9%

Washington, DC:

Office, excluding the Skyline Properties

51 

13,461 

11,083 

87.5%

Skyline Properties

2,648 

2,648 

53.5%

Total Office

59 

16,109 

13,731 

80.9%

Residential - 2,414 units

2,597 

2,455 

97.4%

Other

384 

384 

100.0%

19,090 

16,570 

83.8%

Other:

The Mart

3,587 

3,578 

94.7%

555 California Street

1,801 

1,261 

97.6%

85 Tenth Avenue(1)

613 

306 

100.0%

Other Properties

2,135 

1,174 

96.8%

8,136 

6,319 

Total square feet at December 31,2014

54,830 

44,825 

(1)

As of December 31, 2014, we own junior and senior mezzanine loans of 85 Tenth Avenue with an accreted balance of $147.6 million. The junior and senior mezzanine loans bear paid-in-kind interest of 12% and 9%, respectively, and mature in May 2017. We account for our investment in 85 Tenth Avenue using the equity method of accounting because we will receive a 49.9% interest in the property after repayment of the junior mezzanine loan. As a result of recording our share of the GAAP losses of the property, the net carrying amount of these loans is $28.2 million on our consolidated balance sheets.

 

44

 


 

 

Overview - continued

 

 

Washington, DC Segment

 

We expect that 2015 EBITDA from continuing operations will be flat to 2014 EBITDA.  Of the 2,395,000 square feet subject to the effects of the Base Realignment and Closure (“BRAC”) statute, 393,000 square feet has been taken out of service for redevelopment and 1,262,000 square feet has been leased or is pending.  The table below summarizes the status of the BRAC space as of June 30, 2015.

 

Rent Per

Square Feet

Square Foot

Total

Crystal City

Skyline

Rosslyn

Resolved:

Relet as of June 30, 2015

$

37.44 

1,255,000 

790,000 

381,000 

84,000 

Leases pending

38.77 

7,000 

7,000 

-   

-   

Taken out of service for redevelopment

393,000 

393,000 

-   

-   

1,655,000 

1,190,000 

381,000 

84,000 

To Be Resolved:

Vacated as of June 30, 2015

35.41 

691,000 

202,000 

425,000 

64,000 

Expiring in 2015

42.96 

49,000 

44,000 

5,000 

-   

740,000 

246,000 

430,000 

64,000 

Total square feet subject to BRAC

2,395,000 

1,436,000 

811,000 

148,000 

45

 


 

 

Net Income and EBITDA by Segment for the Three Months Ended June 30, 2015 and 2014

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, 2015 and 2014.

(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

(5,231)

3,176 

(1,805)

(6,602)

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

128,102 

121,859 

16,920 

(10,677)

Income tax benefit (expense)

88,072 

(1,095)

(466)

89,633 

Income from continuing operations

216,174 

120,764 

16,454 

78,956 

Loss from discontinued operations

(774)

-   

-   

(774)

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)

 

(Amounts in thousands)

For the Three Months Ended June 30, 2014

Total

New York

Washington, DC

Other

Total revenues

$

574,411 

$

375,674 

$

134,826 

$

63,911 

Total expenses

385,143 

226,840 

87,352 

70,951 

Operating income (loss)

189,268 

148,834 

47,474 

(7,040)

(Loss) income from partially owned entities

(53,742)

8,996 

(2,248)

(60,490)

Income from real estate fund investments

100,110 

-   

-   

100,110 

Interest and other investment income, net

9,396 

1,614 

42 

7,740 

Interest and debt expense

(103,913)

(49,070)

(18,660)

(36,183)

Net gain on disposition of wholly owned and partially

owned assets

905 

-   

-   

905 

Income before income taxes

142,024 

110,374 

26,608 

5,042 

Income tax expense

(3,280)

(1,226)

(115)

(1,939)

Income from continuing operations

138,744 

109,148 

26,493 

3,103 

Income from discontinued operations

26,943 

5,919 

-   

21,024 

Net income

165,687 

115,067 

26,493 

24,127 

Less net income attributable to noncontrolling interests

(68,679)

(3,108)

-   

(65,571)

Net income (loss) attributable to Vornado

97,008 

111,959 

26,493 

(41,444)

Interest and debt expense(2)

179,520 

64,072 

22,463 

92,985 

Depreciation and amortization(2)

173,443 

74,007 

35,806 

63,630 

Income tax (benefit) expense (2)

(574)

1,291 

132 

(1,997)

EBITDA(1)

$

449,397 

$

251,329 

(3)

$

84,894 

(4)

$

113,174 

(5)

_____________________________

See notes on the following page.

 

46

 


 
 

 

Net Income and EBITDA by Segment for the Three Months Ended  June 30, 2015 and 2014 - continued

Notes to preceding tabular information:

(1)

EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental 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,

2015 

2014 

Office

$

170,740 

$

162,833 

Retail

86,151 

67,947 

Alexander's

10,241 

10,271 

Hotel Pennsylvania

8,856 

10,278 

Total New York

$

275,988 

$

251,329 

(4)

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

(Amounts in thousands)

For the Three Months Ended June 30,

2015 

2014 

Office, excluding the Skyline Properties

$

68,514 

$

67,057 

Skyline properties

6,984 

7,073 

Total Office

75,498 

74,130 

Residential

10,136 

10,764 

Total Washington, DC

$

85,634 

$

84,894 

 

47

 


 

 

Net Income and EBITDA by Segment for the Three Months Ended  June 30, 2015 and 2014 - 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,

2015 

2014 

Our share of real estate fund investments:

Income before net realized/unrealized gains

$

1,533 

$

2,191 

Net realized/unrealized gains on investments

6,054 

24,265 

Carried interest

2,909 

11,874 

Total

10,496 

38,330 

The Mart and trade shows

22,144 

22,454 

555 California Street

12,831 

11,506 

Our share of Toys

500 

5,189 

India real estate ventures

375 

99 

Other investments

11,222 

6,780 

57,568 

84,358 

Corporate general and administrative expenses(a)

(23,760)

(23,022)

Investment income and other, net(a)

6,561 

8,032 

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 

-   

Acquisition and transaction related costs

(4,061)

(1,067)

UE and residual retail properties discontinued operations(b)

(758)

48,672 

Net gain on sale of residential condominiums

-   

905 

Net income attributable to noncontrolling interests in the Operating Partnership

(10,198)

(4,704)

$

15,059 

$

113,174 

(a)

The amounts in these captions (for this table only) exclude income/expense from the mark-to-market of our deferred compensation plan of $609 and $2,380 for the three months ended June 30, 2015 and 2014, respectively.

(b)

The three months ended June 30, 2015 and 2014, include $327 and $3,016, respectively, 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 discontinued operations and other items that affect comparability.

 

For the Three Months Ended June 30,

2015 

2014 

Region:

New York City metropolitan area

69%

67%

Washington, DC / Northern Virginia area

22%

24%

Chicago, IL

6%

6%

San Francisco, CA

3%

3%

100%

100%

48

 


 

 

Results of Operations – Three Months Ended June 30, 2015 Compared to June 30, 2014

 

 

Revenues

Our revenues, which consist primarily of property rentals, tenant expense reimbursements, and fee and other income, were $616,288,000 for the three months ended June 30, 2015, compared to $574,411,000 for the prior year’s quarter, an increase of $41,877,000.  Below are the details of the increase by segment:

 

(Amounts in thousands)

Total

New York

Washington, DC

Other

Increase due to:

Property rentals:

Acquisitions and other

$

11,404 

$

11,345 

$

59 

$

-   

Development and redevelopment

14,565 

13,689 

44 

832 

Hotel Pennsylvania

(1,485)

(1,485)

-   

-   

Trade Shows

(1,344)

-   

-   

(1,344)

Same store operations

13,213 

10,215 

(133)

3,131 

36,353 

33,764 

(30)

2,619 

Tenant expense reimbursements:

Acquisitions and other

1,020 

1,020 

-   

-   

Development and redevelopment

645 

584 

61 

-   

Same store operations

5,440 

3,867 

533 

1,040 

7,105 

5,471 

594 

1,040 

Fee and other income:

BMS cleaning fees

(455)

(559)

-   

104 

Management and leasing fees

(1,491)

(1,124)

(229)

(138)

Lease termination fees

(1,653)

(325)

(1,124)

(204)

Other income (loss)

2,018 

1,361 

819 

(162)

(1,581)

(647)

(534)

(400)

Total increase in revenues

$

41,877 

$

38,588 

$

30 

$

3,259 

 

49

 


 

 

Results of Operations – Three Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization and general and administrative expenses, were $422,897,000 for the three months ended June 30, 2015, compared to $385,143,000 for the prior year’s quarter, an increase of $37,754,000.  Below are the details of the increase by segment:

 

(Amounts in thousands)

Total

New York

Washington, DC

Other

Increase due to:

Operating:

Acquisitions and other

$

2,397 

$

2,396 

$

$

-   

Development and redevelopment

5,487 

4,074 

448 

965 

Non-reimbursable expenses, including

bad debt reserves

(261)

-   

-   

(261)

Hotel Pennsylvania

(152)

(152)

-   

-   

Trade Shows

(922)

-   

-   

(922)

BMS expenses

(933)

(1,098)

-   

165 

Same store operations

6,678 

5,867 

(1,063)

1,874 

12,294 

11,087 

(614)

1,821 

Depreciation and amortization:

Acquisitions and other

7,239 

7,239 

-   

-   

Development and redevelopment

11,770 

487 

10,580 

703 

Same store operations

4,747 

3,402 

1,405 

(60)

23,756 

11,128 

11,985 

643 

General and administrative:

Mark-to-market of deferred

compensation plan liability (1)

(2,989)

-   

-   

(2,989)

Same store operations

1,699 

1,243 

(61)

517 

(1,290)

1,243 

(61)

(2,472)

Acquisition and transaction related costs

2,994 

-   

-   

2,994 

Total increase in expenses

$

37,754 

$

23,458 

$

11,310 

$

2,986 

(1)

This decrease in expense is entirely offset by a corresponding decrease 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.

 

50

 


 
 

 

Results of Operations – Three Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

 Loss from Partially Owned Entities

Summarized below are the components of loss from partially owned entities for the three months ended June 30, 2015 and 2014.

 

(Amounts in thousands)

Percentage

Ownership at

For the Three Months Ended June 30,

June 30, 2015

2015 

2014 

Equity in Net (Loss) Income:

India real estate ventures (1)

4.1%-36.5%

$

(16,567)

$

(2,041)

Alexander's

32.4%

7,323 

6,894 

Partially owned office buildings (2)

Various

(3,238)

990 

UE

5.4%

904 

-   

Toys (3)

32.5%

500 

(57,591)

Other investments (4)

Various

5,847 

(1,994)

$

(5,231)

$

(53,742)

(1)

2015 includes $14,806 for our share of non-cash impairment loss.

(2)

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 510 West 22nd Street and others.

(3)

For the three months ended June 30, 2015, we recognized net income of $500,000 from our investment in Toys, representing management fees earned and received, compared to a net loss of $57,591,000 for the three months ended June 30, 2014, comprised of $59,530,000 for our share of Toys' net loss, partially offset by $1,939,000 of management fees earned and received.

(4)

Includes interests in Independence Plaza, Monmouth Mall, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street 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, 2015 and 2014.

 

(Amounts in thousands)

For the Three Months Ended June 30,

2015 

2014 

Net investment income

$

2,150 

$

3,052 

Net realized gains on exited investments

886 

75,069 

Previously recorded unrealized gains on exited investments

(35,365)

Net unrealized gains on held investments

23,332 

57,354 

Income from real estate fund investments

26,368 

100,110 

Less income attributable to noncontrolling interests

(15,872)

(61,780)

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

$

10,496 

$

38,330 

(1)

Excludes property management, leasing and development fees of $633 and $638 for the three months ended June 30, 2015 and 2014, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

 

51

 


 

 

Results of Operations – Three Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Interest and Other Investment Income, net

 

Interest and other investment income, net was $5,666,000 for the three months ended June 30, 2015, compared to $9,396,000 in the prior year’s quarter, a decrease of $3,730,000. This decrease resulted primarily from a lower increase in the value of investments in our deferred compensation plan (offset by a corresponding lower increase in the liability for plan assets in general and administrative expenses).

 

Interest and Debt Expense

 

Interest and debt expense was $92,092,000 for the three months ended June 30, 2015, compared to $103,913,000 in the prior year’s quarter, a decrease of $11,821,000.  This decrease was primarily due to (i) $8,761,000 of interest savings from the redemption of the $445,000,000 principal amount of the outstanding 7.875% senior unsecured notes during the fourth quarter of 2014, (ii) $5,589,000 of defeasance costs in April 2014 in connection with the refinancing of 909 Third Avenue, (iii) $5,354,000 of interest savings from the redemption of the $500,000,000 principal amount of the outstanding 4.25% senior unsecured notes on January 1, 2015, partially offset by (iv) $4,858,000 of lower capitalized interest in the current year, and (v) $2,399,000 of interest expense from the issuance of $450,000,000 of senior unsecured notes in June 2014.

 

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

In the three months ended June 30, 2014, we recognized a net gain of $905,000 from the sale of residential condominiums.

 

Income Tax Benefit (Expense)

 

Income tax benefit related to our taxable REIT subsidiaries was $88,072,000 for the three months ended June 30, 2015, compared to an expense of $3,280,000 in the prior year’s quarter.  The decrease in expense of $91,352,000 was primarily attributable to the $90,030,000 reversal of the valuation allowance against 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. 

 

(Loss) Income from Discontinued Operations

 

We have reclassified the revenues and expenses of the properties that were sold or are currently held for sale to “(loss) income 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, 2015 and 2014.

(Amounts in thousands)

For the Three Months Ended June 30,

2015 

2014 

Total revenues

$

1,573 

$

96,157 

Total expenses

2,020 

65,879 

(447)

30,278 

Transaction related costs

(327)

(3,016)

Pretax (loss) income from discontinued operations

(774)

27,262 

Income tax expense

-   

(319)

(Loss) income from discontinued operations

$

(774)

$

26,943 

 

52

 


 

 

Results of Operations – Three Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

 

Net income attributable to noncontrolling interests in consolidated subsidiaries was $19,186,000 for the three months ended June 30, 2015, compared to $63,975,000 for the prior year’s quarter, a decrease of $44,789,000.  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 $10,198,000 for the three months ended June 30, 2015, compared to $4,704,000 for the prior year’s quarter, an increase of $5,494,000.  This increase resulted primarily from higher net income subject to allocation to unitholders.

 

Preferred Share Dividends

Preferred share dividends were $20,365,000 for the three months ended June 30, 2015, compared to $20,366,000 for the prior year’s quarter, a decrease of $1,000. 

 

53

 


 
 

 

Results of Operations – Three Months Ended June 30, 2015 Compared to June 30, 2014 - 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, 2015, compared to the three months ended June 30, 2014.

 

(Amounts in thousands)

New York

Washington, DC

EBITDA for the three months ended June 30, 2015

$

275,988 

$

85,634 

Add-back:

Non-property level overhead expenses included above

7,889 

6,512 

Less EBITDA from:

Acquisitions

(11,059)

-   

Dispositions, including net gains on sale

156 

-   

Properties taken out-of-service for redevelopment

(17,341)

(51)

Other non-operating income

(8,330)

(1,753)

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

$

247,303 

$

90,342 

EBITDA for the three months ended June 30, 2014

$

251,329 

$

84,894 

Add-back:

Non-property level overhead expenses included above

6,646 

6,572 

Less EBITDA from:

Acquisitions

-   

-   

Dispositions, including net gains on sale

(6,285)

(2)

Properties taken out-of-service for redevelopment

(6,292)

(143)

Other non-operating income

(1,800)

(1,659)

Same store EBITDA for the three months ended June 30, 2014

$

243,598 

$

89,662 

Increase in same store EBITDA -

Three months ended June 30, 2015 vs. June 30, 2014(1)

$

3,705 

$

680 

% increase in same store EBITDA

1.5% 

0.8% 

See notes on following page

 

54

 


 

 

Results of Operations – Three Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Notes to preceding tabular information

 

 

New York:

 

The $3,705,000 increase in New York same store EBITDA resulted primarily from increases in Office and Retail EBITDA of $2,949,000 and $2,092,000, respectively, partially offset by a decrease in Hotel Pennsylvania EBITDA of $1,422,000.  The Office and Retail EBITDA increases resulted primarily from higher rents, including signage, partially offset by lower cleaning, management and leasing fees and higher operating expenses, net of reimbursements.

 

 

Washington, DC:

 

The $680,000 increase in Washington, DC same store EBITDA resulted primarily from lower non-reimbursable operating expenses of $931,000, partially offset by lower management and leasing fees.

 

 

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, 2015

$

247,303 

$

90,342 

Less: Adjustments for straight line rents, amortization of acquired

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

(29,606)

(6,074)

Cash basis same store EBITDA for the three months ended

June 30, 2015

$

217,697 

$

84,268 

Same store EBITDA for the three months ended June 30, 2014

$

243,598 

$

89,662 

Less: Adjustments for straight line rents, amortization of acquired

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

(30,929)

(2,481)

Cash basis same store EBITDA for the three months ended

June 30, 2014

$

212,669 

$

87,181 

Increase (decrease) in Cash basis same store EBITDA -

Three months ended June 30, 2015 vs. June 30, 2014

$

5,028 

$

(2,913)

% increase (decrease) in Cash basis same store EBITDA

2.4% 

(3.3%)

55

 


 

 

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2015 and 2014

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, 2015 and 2014.

(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

(7,636)

(2,487)

(1,674)

(3,475)

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

238,478 

219,460 

39,875 

(20,857)

Income tax benefit (expense)

87,101 

(2,038)

208 

88,931 

Income from continuing operations

325,579 

217,422 

40,083 

68,074 

Income from discontinued operations

15,067 

-   

-   

15,067 

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)

 

(Amounts in thousands)

For the Six Months Ended June 30, 2014

Total

New York

Washington, DC

Other

Total revenues

$

1,136,792 

$

736,858 

$

270,104 

$

129,830 

Total expenses

802,283 

464,574 

176,924 

160,785 

Operating income (loss)

334,509 

272,284 

93,180 

(30,955)

(Loss) income from partially owned entities

(51,763)

10,562 

(3,514)

(58,811)

Income from real estate fund investments

118,258 

-   

-   

118,258 

Interest and other investment income, net

21,246 

3,055 

78 

18,113 

Interest and debt expense

(200,225)

(91,909)

(38,007)

(70,309)

Net gain on disposition of wholly owned and partially

owned assets

10,540 

-   

-   

10,540 

Income (loss) before income taxes

232,565 

193,992 

51,737 

(13,164)

Income tax (expense) benefit

(4,131)

(2,195)

84 

(2,020)

Income (loss) from continuing operations

228,434 

191,797 

51,821 

(15,184)

Income from discontinued operations

35,409 

11,786 

-   

23,623 

Net income

263,843 

203,583 

51,821 

8,439 

Less net income attributable to noncontrolling interests

(84,118)

(4,513)

-   

(79,605)

Net income (loss) attributable to Vornado

179,725 

199,070 

51,821 

(71,166)

Interest and debt expense(2)

350,472 

122,140 

45,261 

183,071 

Depreciation and amortization(2)

369,782 

161,594 

71,956 

136,232 

Income tax expense (benefit)(2)

19,257 

2,323 

(57)

16,991 

EBITDA(1)

$

919,236 

$

485,127 

(3)

$

168,981 

(4)

$

265,128 

(5)

_____________________________

See notes on the following page.

 

56

 


 

 

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2015 and 2014 - continued

 

Notes to preceding tabular information:

(1)

EBITDA represents "Earnings Before Interest, Taxes, Depreciation and Amortization." We consider EBITDA a supplemental 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,

2015 

2014 

Office

$

330,099 

$

320,712 

Retail

167,456 

134,142 

Alexander's

20,648 

20,701 

Hotel Pennsylvania

6,730 

9,572 

Total New York

$

524,933 

$

485,127 

(4)

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

(Amounts in thousands)

For the Six Months Ended June 30,

2015 

2014 

Office, excluding the Skyline Properties

$

135,898 

$

134,314 

Skyline properties

13,039 

13,572 

Total Office

148,937 

147,886 

Residential

19,954 

21,095 

Total Washington, DC

$

168,891 

$

168,981 

 

57

 


 

 

Net Income and EBITDA by Segment for the Six Months Ended June 30, 2015 and 2014 - 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,

2015 

2014 

Our share of real estate fund investments:

Income before net realized/unrealized gains

$

4,285 

$

4,617 

Net realized/unrealized gains on investments

10,464 

27,807 

Carried interest

6,297 

13,205 

Total

21,046 

45,629 

The Mart and trade shows

43,185 

41,541 

555 California Street

25,232 

23,572 

India real estate ventures

2,216 

1,923 

Our share of Toys(a)

1,954 

90,586 

Other investments

18,966 

14,380 

112,599 

217,631 

Corporate general and administrative expenses(b) (c)

(59,702)

(49,004)

Investment income and other, net(b)

15,323 

16,105 

UE and residual retail properties discontinued operations(d)

19,060 

80,772 

Our share of impairment loss on India real estate ventures

(14,806)

-   

Acquisition and transaction related costs

(6,042)

(2,352)

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

4,513 

-   

Net gain on sale of residential condominiums and a land parcel

1,860 

10,540 

Net income attributable to noncontrolling interests in the Operating Partnership

(15,485)

(8,564)

$

57,320 

$

265,128 

(a)

As a result of our investment being reduced to zero, we suspended equity method accounting in the third quarter of 2014. The six months ended June 30, 2014 includes an impairment loss of $75,196.

(b)

The amounts in these captions (for this table only) exclude income/expense from the mark-to-market of our deferred compensation plan of $2,250 and $6,780 for the six months ended June 30, 2015 and 2014, respectively.

(c)

The six months ended June 30, 2015 includes $8,817 from the acceleration of the recognition of compensation expense related to 2013-2015 Out-Performance Plans due to the modification of the vesting criteria of awards such that they will fully vest at age 65. The accelerated expense will result in lower general and administrative expense for the remainder of 2015 of $1,734 and $6,217 thereafter.

(d)

The six months ended June 30, 2015 and 2014, include $22,972 and $3,515, respectively, 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 discontinued operations and other items that affect comparability.

 

For the Six Months Ended June 30,

2015 

2014 

Region:

New York City metropolitan area

69%

67%

Washington, DC / Northern Virginia area

22%

24%

Chicago, IL

6%

6%

San Francisco, CA

3%

3%

100%

100%

58

 


 

 

Results of Operations – Six Months Ended June 30, 2015 Compared to June 30, 2014

 

 

Revenues

Our revenues, which consist primarily of property rentals, tenant expense reimbursements, and fee and other income, were $1,223,090,000 for the six months ended June 30, 2015, compared to $1,136,792,000 for the prior year’s six months, an increase of $86,298,000.  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 and other

$

19,212 

$

18,490 

$

722 

$

-   

Development and redevelopment

24,921 

24,232 

(720)

1,409 

Hotel Pennsylvania

(2,611)

(2,611)

-   

-   

Trade Shows

1,601 

-   

-   

1,601 

Same store operations

26,364 

20,325 

990 

5,049 

69,487 

60,436 

992 

8,059 

Tenant expense reimbursements:

Acquisitions and other

1,226 

1,226 

-   

-   

Development and redevelopment

1,455 

1,379 

76 

-   

Same store operations

12,044 

8,474 

452 

3,118 

14,725 

11,079 

528 

3,118 

Fee and other income:

BMS cleaning fees

3,222 

2,786 

-   

436 

Management and leasing fees

(3,127)

(2,741)

(169)

(217)

Lease termination fees

(1,483)

2,379 

(3,491)

(371)

Other income (loss)

3,474 

2,978 

860 

(364)

2,086 

5,402 

(2,800)

(516)

Total increase (decrease) in revenues

$

86,298 

$

76,917 

$

(1,280)

$

10,661 

 

59

 


 

 

Results of Operations – Six Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Expenses

Our expenses, which consist primarily of operating, depreciation and amortization and general and administrative expenses, were $861,985,000 for the six months ended June 30, 2015, compared to $802,283,000 for the prior year’s six months, an increase of $59,702,000.  Below are the details of the increase by segment:

 

(Amounts in thousands)

Total

New York

Washington, DC

Other

Increase due to:

Operating:

Acquisitions and other

$

3,094 

$

3,094 

$

-   

$

-   

Development and redevelopment

9,942 

7,504 

361 

2,077 

Non-reimbursable expenses, including bad debt

reserves

294 

-   

-   

294 

Hotel Pennsylvania

223 

223 

-   

-   

Trade Shows

280 

-   

-   

280 

BMS expenses

2,541 

1,993 

-   

548 

Same store operations

13,850 

11,348 

(438)

2,940 

30,224 

24,162 

(77)

6,139 

Depreciation and amortization:

Acquisitions and other

12,441 

12,441 

-   

-   

Development and redevelopment

(2,318)

(10,826)

15,363 

(6,855)

Same store operations

5,964 

7,212 

1,252 

(2,500)

16,087 

8,827 

16,615 

(9,355)

General and administrative:

Mark-to-market of deferred compensation plan

liability (1)

(4,530)

-   

-   

(4,530)

Same store operations

14,231 

(2)

5,495 

(1,804)

10,540 

9,701 

5,495 

(1,804)

6,010 

Acquisition and transaction related costs

3,690 

-   

-   

3,690 

Total increase in expenses

$

59,702 

$

38,484 

$

14,734 

$

6,484 

(1)

This decrease in expense is entirely offset by a corresponding decrease 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.

(2)

Results primarily from the acceleration of the recognition of compensation expense of $11,065 related to 2013-2015 Out-Performance Plans due to the modification of the vesting criteria of awards such that they fully vest at age 65. The accelerated expense will result in lower general and administrative expense during the remainder of 2015 of $2,154 and $7,834 thereafter.

 

60

 


 

 

Results of Operations – Six Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Loss from Partially Owned Entities

Summarized below are the components of loss from partially owned entities for the six months ended June 30, 2015 and 2014.

 

(Amounts in thousands)

Percentage

Ownership at

For the Six Months Ended June 30,

June 30, 2015

2015 

2014 

Equity in Net (Loss) Income:

India real estate ventures (1)

4.1%-36.5%

$

(16,676)

$

(2,178)

Alexander's

32.4%

15,014 

13,279 

Partially owned office buildings (2)

Various

(12,534)

(1,405)

Toys (3)

32.5%

1,954 

(55,744)

UE

5.4%

1,488 

-   

Other investments (4)

Various

3,118 

(5,715)

$

(7,636)

$

(51,763)

(1)

2015 includes $14,806 for our share of non-cash impairment loss.

(2)

Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 666 Fifth Avenue (Office), 330 Madison Avenue, 510 West 22nd Street and others.

(3)

For the six months ended June 30, 2015, we recognized net income of $1,954,000 from our investment in Toys, representing management fees earned and received, compared to a net loss of $55,744,000 for the six months ended June 30, 2014, comprised of (i) $15,666,000 for our share of Toys’ equity in earnings, (ii) $3,786,000 of management fees earned and received, offset by (iii) a $75,196,000 non-cash impairment loss.

(4)

Includes interests in Independence Plaza, Monmouth Mall, 85 Tenth Avenue, Fashion Center Mall, 50-70 West 93rd Street 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, 2015 and 2014.

(Amounts in thousands)

For the Six Months Ended June 30,

2015 

2014 

Net investment income

$

8,600 

$

7,031 

Net realized gains on exited investments

25,591 

75,069 

Previously recorded unrealized gains on exited investments

(23,279)

(22,388)

Net unrealized gains on held investments

39,545 

58,546 

Income from real estate fund investments

50,457 

118,258 

Less income attributable to noncontrolling interests

(29,411)

(72,629)

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

$

21,046 

$

45,629 

(1)

Excludes property management, leasing and development fees of $1,337 and $1,256 for the six months ended June 30, 2015 and 2014, respectively, which are included as a component of "fee and other income" on our consolidated statements of income.

 

61

 


 

 

Results of Operations – Six Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Interest and Other Investment Income, net

 

Interest and other investment income, net was $16,458,000 for the six months ended June 30, 2015, compared to $21,246,000 for the prior year’s six months, a decrease of $4,788,000. This decrease resulted primarily from a lower increase in the value of investments in our deferred compensation plan (offset by a corresponding lower increase in the liability for plan assets in general and administrative expenses). 

 

Interest and Debt Expense

 

Interest and debt expense was $183,766,000 for the six months ended June 30, 2015, compared to $200,225,000 for the prior year’s six months, a decrease of $16,459,000.  This decrease was primarily due to (i) $17,891,000 of interest savings from the redemption of the $445,000,000 principal amount of the outstanding 7.875% senior unsecured notes during the fourth quarter of 2014, (ii) $10,667,000 of interest savings from the redemption of the $500,000,000 principal amount of the outstanding 4.25% senior unsecured notes on January 1, 2015, (iii) $5,589,000 of defeasance costs in April 2014 in connection with the refinancing of 909 Third Avenue, partially offset by (iv) $7,370,000 of lower capitalized interest in the current year, (v) $5,297,000 of interest expense from the issuance of $450,000,000 of senior unsecured notes in June 2014, and (vi) $3,949,000 of interest expense and deferred financing costs from the financing of our 220 Central Park South development site in January 2014.

 

Net Gain on Disposition of Wholly Owned and Partially Owned Assets

 

For the six months ended June 30, 2015, we recognized a $1,860,000 net gain on disposition of wholly owned and partially owned assets, primarily from the sale of residential condominiums, compared to $10,540,000 for the prior year’s six months, primarily from the sale of  residential condominiums and a land parcel. 

 

Income Tax Benefit (Expense)

 

Income tax benefit related to our taxable REIT subsidiaries was $87,101,000 for the six months ended June 30, 2015, compared to an expense of $4,131,000 for the prior year’s six months.  The decrease in expense of $91,232,000 was primarily attributable to the $90,030,000 reversal of the valuation allowance against 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. 

 

62

 


 

 

Results of Operations – Six Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Income from Discontinued Operations

The table below sets forth the combined results of assets related to discontinued operations for the six months ended June 30, 2015 and 2014.

(Amounts in thousands)

For the Six Months Ended June 30,

2015 

2014 

Total revenues

$

21,531 

$

202,720 

Total expenses

15,393 

141,904 

6,138 

60,816 

Net gain on sale of Geary Street, CA lease

21,376 

-   

Net gains on sale of real estate

10,867 

-   

Transaction related costs (primarily UE spin off)

(22,972)

(3,515)

Impairment losses

(256)

(20,842)

Pretax income from discontinued operations

15,153 

36,459 

Income tax expense

(86)

(1,050)

Income from discontinued operations

$

15,067 

$

35,409 

 

Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries

 

Net income attributable to noncontrolling interests in consolidated subsidiaries was $35,068,000 for the six months ended June 30, 2015, compared to $75,554,000 for the prior year’s six months, a decrease of $40,486,000.  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 $15,485,000 for the six months ended June 30, 2015, compared to $8,564,000 for the prior year’s six months, an increase of $6,921,000.  This increase resulted primarily from higher net income subject to allocation to unitholders.

 

Preferred Share Dividends

 

Preferred share dividends were $39,849,000 for the six months ended June 30, 2015, compared to $40,734,000 for the prior year’s six months, a decrease of $885,000. 

 

63

 


 

 

Results of Operations – Six Months Ended June 30, 2015 Compared to June 30, 2014 - 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, 2015, compared to six months ended June 30, 2014.

 

(Amounts in thousands)

New York

Washington, DC

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

(18,998)

-   

Dispositions, including net gains on sale

190 

(59)

Properties taken out-of-service for redevelopment

(30,715)

(144)

Other non-operating income

(12,337)

(1,881)

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

$

483,006 

$

179,022 

EBITDA for the six months ended June 30, 2014

$

485,127 

$

168,981 

Add-back:

Non-property level overhead expenses included above

14,438 

14,019 

Less EBITDA from:

Acquisitions

-   

-   

Dispositions, including net gains on sale

(12,389)

-   

Properties taken out-of-service for redevelopment

(11,850)

(1,034)

Other non-operating income

(3,332)

(3,687)

Same store EBITDA for the six months ended June 30, 2014

$

471,994 

$

178,279 

Increase in same store EBITDA -

Six months ended June 30, 2015 vs. June 30, 2014(1)

$

11,012 

$

743 

% increase in same store EBITDA

2.3% 

0.4% 

See notes on following page.

 

64

 


 

 

Results of Operations – Six Months Ended June 30, 2015 Compared to June 30, 2014 - continued

 

 

Notes to preceding tabular information

 

 

New York:

 

The $11,012,000 increase in New York same store EBITDA resulted primarily from increases in Office and Retail EBITDA of $5,210,000 and $8,559,000, respectively, partially offset by a decrease in Hotel Pennsylvania EBITDA of $2,842,000.  The Office and Retail EBITDA increases resulted primarily from higher rents, including signage, partially offset by higher operating expenses, net of reimbursements and lower revenue at the Hotel Pennsylvania.

 

 

Washington, DC:

 

The $743,000 increase in Washington, DC same store EBITDA resulted primarily from lower non-reimbursable operating expenses, partially offset by lower management and leasing fee income.

 

 

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, 2015

$

483,006 

$

179,022 

Less: Adjustments for straight line rents, amortization of acquired

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

(54,516)

(11,959)

Cash basis same store EBITDA for the six months ended

June 30, 2015

$

428,490 

$

167,063 

Same store EBITDA for the six months ended June 30, 2014

$

471,994 

$

178,279 

Less: Adjustments for straight line rents, amortization of acquired

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

(59,587)

(3,677)

Cash basis same store EBITDA for the six months ended

June 30, 2014

$

412,407 

$

174,602 

Increase (decrease) in cash basis same store EBITDA -

Six months ended June 30, 2015 vs. June 30, 2014

$

16,083 

$

(7,539)

% increase (decrease) in cash basis same store EBITDA

3.9% 

(4.3%)

65

 


 

 

SUPPLEMENTAL INFORMATION

 

Reconciliation of Net Income to EBITDA for the Three Months Ended March 31, 2015

 

(Amounts in thousands)

New York

Washington, DC

Net income attributable to Vornado for the three months ended March 31,2015

$

95,152 

$

23,629 

Interest and debt expense

58,667 

21,512 

Depreciation and amortization

94,124 

40,752 

Income tax expense (benefit)

1,002 

(2,636)

EBITDA for the three months ended March 31,2015

$

248,945 

$

83,257 

                   

 

 

Reconciliation of EBITDA to Same Store EBITDA – Three Months Ended June 30, 2015 Compared to March 31, 2015

 

(Amounts in thousands)

New York

Washington, DC

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

(3,732)

-   

Dispositions, including net gains on sale

156 

-   

Properties taken out-of-service for redevelopment

(17,341)

(51)

Other non-operating income

(8,330)

(1,752)

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

$

254,630 

$

90,342 

EBITDA for the three months ended March 31, 2015

$

248,945 

$

83,257 

Add-back:

Non-property level overhead expenses included above

12,044 

5,704 

Less EBITDA from:

Acquisitions

(338)

-   

Dispositions, including net gains on sale

35 

(59)

Properties taken out-of-service for redevelopment

(13,308)

(92)

Other non-operating income

(4,008)

(129)

Same store EBITDA for the three months ended March 31, 2015

$

243,370 

$

88,681 

Increase in same store EBITDA -

Three months ended June 30, 2015 vs. March 31, 2015

$

11,260 

$

1,661 

% increase in same store EBITDA

4.6% 

1.9% 

 

66

 


 

 

SUPPLEMENTAL INFORMATION – CONTINUED

 

Reconciliation of Same Store EBITDA to Cash Basis Same Store EBITDA – Three Months Ended June 30, 2015 Compared to March 31, 2015

 

 

(Amounts in thousands)

New York

Washington, DC

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

$

254,630 

$

90,342 

Less: Adjustments for straight line rents, amortization of acquired

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

(33,477)

(6,074)

Cash basis same store EBITDA for the three months ended

June 30, 2015

$

221,153 

$

84,268 

Same store EBITDA for the three months ended March 31, 2015

$

243,370 

$

88,681 

Less: Adjustments for straight line rents, amortization of acquired

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

(28,800)

(5,885)

Cash basis same store EBITDA for the three months ended

March 31, 2015

$

214,570 

$

82,796 

Increase in cash basis same store EBITDA -

Three months ended June 30, 2015 vs. March 31, 2015

$

6,583 

$

1,472 

% increase in cash basis same store EBITDA

3.1% 

1.8% 

67

 


 

 

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.

 

 

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.  Our consolidated outstanding debt was $9,809,777,000 at June 30, 2015, a $199,453,000 increase over the balance at December 31, 2014.  As of June 30, 2015 and December 31, 2014, $400,000,000 and $0, respectively, was outstanding under our revolving credit facilities.  During the remainder of 2015 and 2016, $0 and $1,410,070,000, 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 $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, 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.

 

 

Capital Expenditures

 

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.

 

68

 


 

 

Liquidity and Capital Resources – continued

 

 

Capital Expenditures - continued

 

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

 

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. 

 

We are in the process of redeveloping the retail space at the Marriott Marquis Times Square Hotel, including converting the below grade parking garage into retail, which is expected to be completed by the end of 2015.  The retail space includes 20,000 square feet on grade and 24,000 square feet below grade.  As part of the redevelopment, we have completed the construction of a six-story, 300 foot wide block front, dynamic LED sign, which was lit for the first time in November 2014.  The incremental development cost of this project is approximately $220,000,000, of which $192,000,000 has been expended as of June 30, 2015.

 

We are constructing a residential condominium tower containing 392,000 salable square feet on our 220 Central Park South development site.  The incremental development cost of this project is approximately $1.0 billion, of which $176,000,000 has been expended as of June 30, 2015.  In January 2014, we completed a $600,000,000 loan secured by this site.  On August 26, 2014, we obtained a standby commitment for up to $500,000,000 of five-year mezzanine loan financing to fund a portion of the development expenditures at 220 Central Park South.

 

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 37,000 square foot Whole Foods Market at the base of the building.  The incremental development cost of this project is approximately $250,000,000, of which $104,000,000 has been expended as of June 30, 2015.

 

We are redeveloping an existing 165,000 square foot office building in Crystal City (2221 S. Clark Street), which we have leased to WeWork, into 216 rental residential units and 2 floors of co-working space.  The incremental development cost of this project is approximately $40,000,000.  The redevelopment is expected to be completed in phases beginning in the fourth quarter of 2015.

 

We have substantially completed the repositioning of 280 Park Avenue (50% owned). Our share of the incremental development costs of this project is approximately $63,000,000, of which $61,000,000 was expended as of June 30, 2015.

 

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.

 

 

69

 


 

 

Liquidity and Capital Resources – continued

 

Development and Redevelopment Expenditures - continued

 

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

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 

 

 

Cash Flows for the Six Months Ended June 30, 2014

 

Our cash and cash equivalents were $1,371,226,000 at June 30, 2014, a $787,936,000 increase over the balance at December 31, 2013. The increase is primarily due to cash flows from operating and financing activities, partially offset by cash flows from investing activities, as discussed below.

 

Cash flows provided by operating activities of $447,643,000 was comprised of (i) net income of $263,843,000, (ii) $209,123,000 of non-cash adjustments, which include depreciation and amortization expense, the effect of straight-lining of rental income, equity in net loss of partially owned entities and impairment losses on real estate, (iii) return of capital from real estate fund investment of $140,920,000, and (iv) distributions of income from partially owned entities of $25,784,000, partially offset by (v) the net change in operating assets and liabilities of $192,027,000, including $2,666,000 related to real estate fund investments.

 

Net cash used in investing activities of $66,514,000 was comprised of (i) $214,615,000 of development costs and construction in progress, (ii) $105,116,000 of additions to real estate, (iii) $62,894,000 of investments in partially owned entities, and (iv) $8,963,000 of acquisition of real estate and other, partially offset by (v) $125,037,000 of proceeds from sales of real estate and related investments, (vi) $102,087,000 of changes in restricted cash, (vii) $96,159,000 of proceeds from repayments of mortgages and mezzanine loans receivable and other, and (viii) $1,791,000 of capital distributions from partially owned entities.   

 

Net cash provided by financing activities of $406,807,000 was comprised of (i) $1,398,285,000 of proceeds from borrowings, (ii) $10,125,000 of proceeds received from the exercise of employee share options, and (iii) $5,297,000 of contributions from noncontrolling interests, partially offset by (iv) $313,444,000 for the repayments of borrowings, (v) $273,694,000 of dividends paid on common shares, (vi) purchase of marketable securities in connection with defeasance of mortgage notes payable of $198,884,000, (vii) $149,944,000 of distributions to noncontrolling interests, (viii) $40,737,000 of dividends paid on preferred shares, (ix) $29,560,000 of debt issuance costs, and (x) $637,000 for the repurchase of shares related to stock compensation agreements and/or related tax withholdings.

 

70

 


 

 

Liquidity and Capital Resources – continued

 

 

Capital Expenditures in the six months ended June 30, 2014

 

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, 2014.

 

 

(Amounts in thousands)

Total

New York

Washington, DC

Other

Expenditures to maintain assets

$

34,110 

$

20,896 

$

4,761 

$

8,453 

Tenant improvements

114,133 

89,525 

11,180 

13,428 

Leasing commissions

50,624 

44,171 

2,806 

3,647 

Non-recurring capital expenditures

17,761 

2,904 

12,435 

2,422 

Total capital expenditures and leasing commissions (accrual basis)

216,628 

157,496 

31,182 

27,950 

Adjustments to reconcile to cash basis:

Expenditures in the current year applicable to prior periods

67,908 

26,568 

30,957 

10,383 

Expenditures to be made in future periods for the current period

(143,636)

(108,232)

(22,927)

(12,477)

Total capital expenditures and leasing commissions (cash basis)

$

140,900 

$

75,832 

$

39,212 

$

25,856 

Tenant improvements and leasing commissions:

Per square foot per annum

$

6.25 

$

6.50 

$

5.23 

$

n/a

Percentage of initial rent

9.9%

9.1%

13.0%

n/a

 

 

Development and Redevelopment Expenditures in the six months ended June 30, 2014

 

Below is a summary of development and redevelopment expenditures incurred in the six months ended June 30, 2014.  These expenditures include interest of $30,182,000, payroll of $4,175,000 and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $27,907,000, that were capitalized in connection with the development and redevelopment of these projects.

 

(Amounts in thousands)

Total

New York

Washington, DC

Other

Springfield Town Center

$

54,743 

$

-   

$

-   

$

54,743 

Marriott Marquis Times Square - retail and signage

38,659 

38,659 

-   

-   

220 Central Park South

27,372 

-   

-   

27,372 

330 West 34th Street

21,816 

21,816 

-   

-   

608 Fifth Avenue

15,809 

15,809 

-   

-   

The Bartlett

10,873 

-   

10,873 

-   

7 West 34th Street

7,243 

7,243 

-   

-   

Wayne Towne Center

5,228 

-   

-   

5,228 

Other

32,872 

13,866 

13,438 

5,568 

$

214,615 

$

97,393 

$

24,311 

$

92,911 

 

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.

 

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, 2015, the aggregate dollar amount of these guarantees and master leases is approximately $369,000,000.

 

At June 30, 2015, $39,382,000 of letters of credit were outstanding under one of our revolving credit facilities.  Our 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 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, 2015, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $81,000,000.

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 gain from sales of depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets, extraordinary items 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 cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flows as a liquidity measure.  FFO may not be comparable to similarly titled measures employed by other companies.  The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 19 – Income per Share, in our consolidated financial statements on page 27 of this Quarterly Report on Form 10-Q.

 

FFO for the Three and Six Months Ended June 30, 2015 and 2014

 

FFO attributable to common shareholders plus assumed conversions was $323,381,000, or $1.71 per diluted share for the three months ended June 30, 2015, compared to $216,547,000, or $1.15 per diluted share, for the prior year’s three months. FFO attributable to common shareholders plus assumed conversions was $544,305,000, or $2.87 per diluted share for the six months ended June 30, 2015, compared to $463,626,000, or $2.46 per diluted share, for the prior year’s six months.  Details of certain items that affect comparability 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,

2015 

2014 

2015 

2014 

Reconciliation of our net income to FFO:

Net income attributable to Vornado

$

186,016 

$

97,008 

$

290,093 

$

179,725 

Depreciation and amortization of real property

129,296 

121,402 

247,552 

263,971 

Net gains on sale of real estate

-   

-   

(10,867)

-   

Real estate impairment losses

-   

-   

256 

20,842 

Proportionate share of adjustments to equity in net loss of

partially owned entities to arrive at FFO:

Depreciation and amortization of real property

32,282 

30,126 

68,554 

66,812 

Net gains on sale of real estate

(4,513)

-   

(4,513)

-   

Real estate impairment losses

10,304 

-   

10,304 

-   

Income tax effect of above adjustments

-   

(3,085)

-   

(7,080)

Noncontrolling interests' share of above adjustments

(9,662)

(8,561)

(18,109)

(19,960)

FFO attributable to Vornado

343,723 

236,890 

583,270 

504,310 

Preferred share dividends

(20,365)

(20,366)

(39,849)

(40,734)

FFO attributable to common shareholders

323,358 

216,524 

543,421 

463,576 

Convertible preferred share dividends

23 

23 

46 

50 

Earnings allocated to Out-Performance Plan units

-   

-   

838 

-   

FFO attributable to common shareholders plus assumed conversions

$

323,381 

$

216,547 

$

544,305 

$

463,626 

Reconciliation of Weighted Average Shares

Weighted average common shares outstanding

188,365 

187,527 

188,183 

187,418 

Effect of dilutive securities:

Employee stock options and restricted share awards

1,190 

1,090 

1,260 

1,013 

Convertible preferred shares

45 

42 

46 

44 

Out-Performance Plan units

-   

-   

286 

-   

Denominator for FFO per diluted share

189,600 

188,659 

189,775 

188,475 

FFO attributable to common shareholders plus assumed conversions

per diluted share

$

1.71 

$

1.15 

$

2.87 

$

2.46 

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)

2015 

2014 

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

$

2,612,436 

2.02%

$

26,124 

$

1,763,769 

2.20%

Fixed rate

7,197,341 

4.34%

-   

7,846,555 

4.36%

$

9,809,777 

3.73%

26,124 

$

9,610,324 

3.97%

Pro rata share of debt of non-consolidated

entities (non-recourse):

Variable rate – excluding Toys

$

364,355 

1.96%

3,644 

$

319,387 

1.72%

Variable rate – Toys

1,028,680 

7.18%

10,287 

1,199,835 

6.47%

Fixed rate (including $657,785 and

$674,443 of Toys debt in 2015 and 2014)

2,949,343 

6.33%

-   

2,754,410 

6.45%

$

4,342,378 

6.16%

13,931 

$

4,273,632 

6.10%

Noncontrolling interests’ share of above

(2,323)

Total change in annual net income

$

37,732 

Per share-diluted

$

0.20 

 

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, 2015, we have one interest rate swap on a $420,000,000 mortgage loan that swapped the rate from LIBOR plus 1.65% (1.83% at June 30, 2015) to a fixed rate of 4.78% through March 2018. 

 

 

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 rate at which similar loans could be made currently to borrowers with similar credit ratings, for the remaining term of such debt.  As of June 30, 2015, the estimated fair value of our consolidated debt was $9,823,000,000.

 

 

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, 2015, 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, 2014.

 

 

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 3, 2015

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