|
☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended:
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March 31, 2019
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|
For the transition period from:
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to
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Commission File Number:
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001-11954 (Vornado Realty Trust)
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Commission File Number:
|
001-34482 (Vornado Realty L.P.)
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Vornado Realty Trust
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Maryland
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22-1657560
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Vornado Realty L.P.
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Delaware
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13-3925979
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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888 Seventh Avenue, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
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(212) 894-7000
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(Registrants’ telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Vornado Realty Trust:
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☑ Large Accelerated Filer
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☐ Accelerated Filer
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☐ Non-Accelerated Filer
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☐ Smaller Reporting Company
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☐ Emerging Growth Company
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Vornado Realty L.P.:
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☐ Large Accelerated Filer
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☐ Accelerated Filer
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☑ Non-Accelerated Filer
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☐ Smaller Reporting Company
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☐ Emerging Growth Company
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•
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enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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•
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eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and
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•
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creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.
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•
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Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:
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•
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Note 12. Redeemable Noncontrolling Interests/Redeemable Partnership Units
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•
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Note 13. Shareholders' Equity/Partners' Capital
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•
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Note 19. Income (Loss) Per Share/Income (Loss) Per Class A Unit
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•
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.
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PART I.
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Financial Information:
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Page Number
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||
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Consolidated Balance Sheets (Unaudited) as of March 31, 2019 and December 31, 2018
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Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
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Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
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Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2019 and 2018
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Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2019 and 2018
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Financial Statements of Vornado Realty L.P.:
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Consolidated Balance Sheets (Unaudited) as of March 31, 2019 and December 31, 2018
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Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
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Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018
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Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2019 and 2018
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Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2019 and 2018
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Vornado Realty Trust and Vornado Realty L.P.:
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PART II.
|
Other Information:
|
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|
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|||
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SIGNATURES
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|||
|
(Amounts in thousands, except unit, share, and per share amounts)
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
ASSETS
|
|
|
|
||||
|
Real estate, at cost:
|
|
|
|
||||
|
Land
|
$
|
2,608,770
|
|
|
$
|
3,306,280
|
|
|
Buildings and improvements
|
7,821,301
|
|
|
10,110,992
|
|
||
|
Development costs and construction in progress
|
1,961,512
|
|
|
2,266,491
|
|
||
|
Moynihan Train Hall development expenditures
|
550,996
|
|
|
445,693
|
|
||
|
Leasehold improvements and equipment
|
115,756
|
|
|
108,427
|
|
||
|
Total
|
13,058,335
|
|
|
16,237,883
|
|
||
|
Less accumulated depreciation and amortization
|
(2,845,120
|
)
|
|
(3,180,175
|
)
|
||
|
Real estate, net
|
10,213,215
|
|
|
13,057,708
|
|
||
|
Assets held for sale
|
3,027,058
|
|
|
—
|
|
||
|
Right-of-use assets
|
457,662
|
|
|
—
|
|
||
|
Cash and cash equivalents
|
307,047
|
|
|
570,916
|
|
||
|
Restricted cash
|
593,759
|
|
|
145,989
|
|
||
|
Marketable securities
|
39,866
|
|
|
152,198
|
|
||
|
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 as of December 31, 2018
|
73,404
|
|
|
73,322
|
|
||
|
Investments in partially owned entities
|
730,264
|
|
|
858,113
|
|
||
|
Real estate fund investments
|
322,858
|
|
|
318,758
|
|
||
|
220 Central Park South condominium units ready for sale
|
229,567
|
|
|
99,627
|
|
||
|
Receivable arising from the straight-lining of rents, net of allowance of $1,644 as of December 31, 2018
|
766,634
|
|
|
935,131
|
|
||
|
Deferred leasing costs, net of accumulated amortization of $180,953 and $207,529
|
345,241
|
|
|
400,313
|
|
||
|
Identified intangible assets, net of accumulated amortization of $97,749 and $172,114
|
34,161
|
|
|
136,781
|
|
||
|
Other assets
|
497,219
|
|
|
431,938
|
|
||
|
|
$
|
17,637,955
|
|
|
$
|
17,180,794
|
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|
|
|
||||
|
Mortgages payable, net
|
$
|
6,519,189
|
|
|
$
|
8,167,798
|
|
|
Senior unsecured notes, net
|
845,261
|
|
|
844,002
|
|
||
|
Unsecured term loan, net
|
745,076
|
|
|
744,821
|
|
||
|
Unsecured revolving credit facilities
|
530,000
|
|
|
80,000
|
|
||
|
Liabilities related to assets held for sale
|
1,097,350
|
|
|
—
|
|
||
|
Lease liabilities
|
484,173
|
|
|
—
|
|
||
|
Moynihan Train Hall obligation
|
550,996
|
|
|
445,693
|
|
||
|
Accounts payable and accrued expenses
|
442,496
|
|
|
430,976
|
|
||
|
Deferred revenue
|
71,328
|
|
|
167,730
|
|
||
|
Deferred compensation plan
|
101,922
|
|
|
96,523
|
|
||
|
Other liabilities
|
292,187
|
|
|
311,806
|
|
||
|
Total liabilities
|
11,679,978
|
|
|
11,289,349
|
|
||
|
Commitments and contingencies
|
|
|
|
||||
|
Redeemable noncontrolling interests:
|
|
|
|
||||
|
Class A units - 12,789,891 and 12,544,477 units outstanding
|
862,550
|
|
|
778,134
|
|
||
|
Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding
|
4,535
|
|
|
5,428
|
|
||
|
Total redeemable noncontrolling interests
|
867,085
|
|
|
783,562
|
|
||
|
Shareholders' equity:
|
|
|
|
||||
|
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,797,580 and 36,798,580 shares
|
891,263
|
|
|
891,294
|
|
||
|
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,761,498 and 190,535,499 shares
|
7,609
|
|
|
7,600
|
|
||
|
Additional capital
|
7,676,770
|
|
|
7,725,857
|
|
||
|
Earnings less than distributions
|
(4,120,265
|
)
|
|
(4,167,184
|
)
|
||
|
Accumulated other comprehensive (loss) income
|
(11,385
|
)
|
|
7,664
|
|
||
|
Total shareholders' equity
|
4,443,992
|
|
|
4,465,231
|
|
||
|
Noncontrolling interests in consolidated subsidiaries
|
646,900
|
|
|
642,652
|
|
||
|
Total equity
|
5,090,892
|
|
|
5,107,883
|
|
||
|
|
$
|
17,637,955
|
|
|
$
|
17,180,794
|
|
|
(Amounts in thousands, except per share amounts)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
REVENUES:
|
|
|
|
||||
|
Rental revenues
|
$
|
499,877
|
|
|
$
|
500,420
|
|
|
Fee and other income
|
34,791
|
|
|
36,017
|
|
||
|
Total revenues
|
534,668
|
|
|
536,437
|
|
||
|
EXPENSES:
|
|
|
|
||||
|
Operating
|
(246,895
|
)
|
|
(237,602
|
)
|
||
|
Depreciation and amortization
|
(116,709
|
)
|
|
(108,686
|
)
|
||
|
General and administrative
|
(58,020
|
)
|
|
(42,533
|
)
|
||
|
(Expense) benefit from deferred compensation plan liability
|
(5,433
|
)
|
|
404
|
|
||
|
Transaction related costs and other
|
(149
|
)
|
|
(13,156
|
)
|
||
|
Total expenses
|
(427,206
|
)
|
|
(401,573
|
)
|
||
|
|
|
|
|
||||
|
Income (loss) from partially owned entities
|
7,320
|
|
|
(9,904
|
)
|
||
|
Loss from real estate fund investments
|
(167
|
)
|
|
(8,807
|
)
|
||
|
Interest and other investment income (loss), net
|
5,045
|
|
|
(24,384
|
)
|
||
|
Income (loss) from deferred compensation plan assets
|
5,433
|
|
|
(404
|
)
|
||
|
Interest and debt expense
|
(102,463
|
)
|
|
(88,166
|
)
|
||
|
Net gains on disposition of wholly owned and partially owned assets
|
220,294
|
|
|
—
|
|
||
|
Income before income taxes
|
242,924
|
|
|
3,199
|
|
||
|
Income tax expense
|
(29,743
|
)
|
|
(2,554
|
)
|
||
|
Income from continuing operations
|
213,181
|
|
|
645
|
|
||
|
Loss from discontinued operations
|
(137
|
)
|
|
(363
|
)
|
||
|
Net income
|
213,044
|
|
|
282
|
|
||
|
Less net (income) loss attributable to noncontrolling interests in:
|
|
|
|
||||
|
Consolidated subsidiaries
|
(6,820
|
)
|
|
8,274
|
|
||
|
Operating Partnership
|
(12,202
|
)
|
|
1,124
|
|
||
|
Net income attributable to Vornado
|
194,022
|
|
|
9,680
|
|
||
|
Preferred share dividends
|
(12,534
|
)
|
|
(13,035
|
)
|
||
|
Preferred share issuance costs
|
—
|
|
|
(14,486
|
)
|
||
|
NET INCOME (LOSS) attributable to common shareholders
|
$
|
181,488
|
|
|
$
|
(17,841
|
)
|
|
|
|
|
|
||||
|
INCOME (LOSS) PER COMMON SHARE – BASIC:
|
|
|
|
||||
|
Net income (loss) per common share
|
$
|
0.95
|
|
|
$
|
(0.09
|
)
|
|
Weighted average shares outstanding
|
190,689
|
|
|
190,081
|
|
||
|
|
|
|
|
||||
|
INCOME (LOSS) PER COMMON SHARE – DILUTED:
|
|
|
|
||||
|
Net income (loss) per common share
|
$
|
0.95
|
|
|
$
|
(0.09
|
)
|
|
Weighted average shares outstanding
|
190,996
|
|
|
190,081
|
|
||
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Net income
|
$
|
213,044
|
|
|
$
|
282
|
|
|
Other comprehensive (loss) income:
|
|
|
|
||||
|
(Reduction) increase in value of interest rate swaps
|
(17,029
|
)
|
|
10,258
|
|
||
|
Amount reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary
|
(2,311
|
)
|
|
—
|
|
||
|
Other comprehensive (loss) income of nonconsolidated subsidiaries
|
(985
|
)
|
|
346
|
|
||
|
Comprehensive income
|
192,719
|
|
|
10,886
|
|
||
|
Less comprehensive (income) loss attributable to noncontrolling interests
|
(17,746
|
)
|
|
8,744
|
|
||
|
Comprehensive income attributable to Vornado
|
$
|
174,973
|
|
|
$
|
19,630
|
|
|
(Amounts in thousands)
|
|
Preferred Shares
|
|
Common Shares
|
|
Additional Capital
|
|
Earnings Less Than Distributions
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Non-controlling Interests in Consolidated Subsidiaries
|
|
Total Equity
|
||||||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance, December 31, 2018
|
|
36,800
|
|
|
$
|
891,294
|
|
|
190,535
|
|
|
$
|
7,600
|
|
|
$
|
7,725,857
|
|
|
$
|
(4,167,184
|
)
|
|
$
|
7,664
|
|
|
$
|
642,652
|
|
|
$
|
5,107,883
|
|
|
Net income attributable to Vornado
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194,022
|
|
|
—
|
|
|
—
|
|
|
194,022
|
|
|||||||
|
Net income attributable to noncontrolling interests in consolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,820
|
|
|
6,820
|
|
|||||||
|
Dividends on common shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,876
|
)
|
|
—
|
|
|
—
|
|
|
(125,876
|
)
|
|||||||
|
Dividends on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,534
|
)
|
|
—
|
|
|
—
|
|
|
(12,534
|
)
|
|||||||
|
Common shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Upon redemption of Class A units, at redemption value
|
|
—
|
|
|
—
|
|
|
48
|
|
|
2
|
|
|
3,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,181
|
|
|||||||
|
Under employees' share option plan
|
|
—
|
|
|
—
|
|
|
162
|
|
|
7
|
|
|
1,164
|
|
|
(8,692
|
)
|
|
—
|
|
|
—
|
|
|
(7,521
|
)
|
|||||||
|
Under dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|||||||
|
Contributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Real estate fund investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,384
|
|
|
3,384
|
|
|||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,810
|
|
|
1,810
|
|
|||||||
|
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Real estate fund investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,764
|
)
|
|
(7,764
|
)
|
|||||||
|
Conversion of Series A preferred shares to common shares
|
|
(1
|
)
|
|
(31
|
)
|
|
2
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Deferred compensation shares and options
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|||||||
|
Amount reclassified related to a nonconsolidated subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,311
|
)
|
|
—
|
|
|
(2,311
|
)
|
|||||||
|
Other comprehensive loss of nonconsolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(985
|
)
|
|
—
|
|
|
(985
|
)
|
|||||||
|
Reduction in value of interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,029
|
)
|
|
—
|
|
|
(17,029
|
)
|
|||||||
|
Unearned 2016 Out-Performance Plan awards acceleration
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,720
|
|
|||||||
|
Adjustments to carry redeemable Class A units at redemption value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,818
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,818
|
)
|
|||||||
|
Redeemable noncontrolling interests' share of above adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,276
|
|
|
—
|
|
|
1,276
|
|
|||||||
|
Other
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|||||||
|
Balance, March 31, 2019
|
|
36,798
|
|
|
$
|
891,263
|
|
|
190,761
|
|
|
$
|
7,609
|
|
|
$
|
7,676,770
|
|
|
$
|
(4,120,265
|
)
|
|
$
|
(11,385
|
)
|
|
$
|
646,900
|
|
|
$
|
5,090,892
|
|
|
(Amounts in thousands)
|
|
Preferred Shares
|
|
Common Shares
|
|
Additional
Capital |
|
Earnings
Less Than Distributions |
|
Accumulated
Other Comprehensive Income |
|
Non-
controlling Interests in Consolidated Subsidiaries |
|
Total
Equity |
||||||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance, December 31, 2017
|
|
36,800
|
|
|
$
|
891,988
|
|
|
189,984
|
|
|
$
|
7,577
|
|
|
$
|
7,492,658
|
|
|
$
|
(4,183,253
|
)
|
|
$
|
128,682
|
|
|
$
|
670,049
|
|
|
$
|
5,007,701
|
|
|
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122,893
|
|
|
(108,374
|
)
|
|
—
|
|
|
14,519
|
|
|||||||
|
Net income attributable to Vornado
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,680
|
|
|
—
|
|
|
—
|
|
|
9,680
|
|
|||||||
|
Net loss attributable to noncontrolling interests in consolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,274
|
)
|
|
(8,274
|
)
|
|||||||
|
Dividends on common shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119,764
|
)
|
|
—
|
|
|
—
|
|
|
(119,764
|
)
|
|||||||
|
Dividends on preferred shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,035
|
)
|
|
—
|
|
|
—
|
|
|
(13,035
|
)
|
|||||||
|
Preferred share issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,486
|
)
|
|
—
|
|
|
—
|
|
|
(14,486
|
)
|
|||||||
|
Common shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Upon redemption of Class A units, at redemption value
|
|
—
|
|
|
—
|
|
|
118
|
|
|
5
|
|
|
8,387
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,392
|
|
|||||||
|
Under employees' share option plan
|
|
—
|
|
|
—
|
|
|
55
|
|
|
2
|
|
|
3,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,434
|
|
|||||||
|
Under dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
335
|
|
|||||||
|
Contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,370
|
|
|
8,370
|
|
|||||||
|
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Real estate fund investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,910
|
)
|
|
(1,910
|
)
|
|||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,450
|
)
|
|
(3,450
|
)
|
|||||||
|
Preferred share issuance
|
|
—
|
|
|
(663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(663
|
)
|
|||||||
|
Deferred compensation shares and options
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
298
|
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
177
|
|
|||||||
|
Other comprehensive income of nonconsolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
|
—
|
|
|
346
|
|
|||||||
|
Increase in value of interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,258
|
|
|
—
|
|
|
10,258
|
|
|||||||
|
Unearned 2015 Out-Performance Plan awards acceleration
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,046
|
|
|||||||
|
Adjustments to carry redeemable Class A units at redemption value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,856
|
|
|||||||
|
Redeemable noncontrolling interests' share of above adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(654
|
)
|
|
—
|
|
|
(654
|
)
|
|||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||||
|
Balance, March 31, 2018
|
|
36,800
|
|
|
$
|
891,325
|
|
|
190,169
|
|
|
$
|
7,584
|
|
|
$
|
7,629,013
|
|
|
$
|
(4,198,088
|
)
|
|
$
|
30,258
|
|
|
$
|
664,786
|
|
|
$
|
5,024,878
|
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash Flows from Operating Activities:
|
|
|
|
||||
|
Net income
|
$
|
213,044
|
|
|
$
|
282
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Net gains on disposition of wholly owned and partially owned assets
|
(220,294
|
)
|
|
—
|
|
||
|
Depreciation and amortization (including amortization of deferred financing costs)
|
123,135
|
|
|
115,337
|
|
||
|
Stock-based compensation expense
|
31,654
|
|
|
13,669
|
|
||
|
Distributions of income from partially owned entities
|
14,316
|
|
|
20,559
|
|
||
|
Equity in net (income) loss of partially owned entities
|
(7,320
|
)
|
|
9,904
|
|
||
|
Amortization of below-market leases, net
|
(6,525
|
)
|
|
(10,581
|
)
|
||
|
Straight-lining of rents
|
1,140
|
|
|
(7,430
|
)
|
||
|
(Increase) decrease in fair value of marketable securities
|
(461
|
)
|
|
32,986
|
|
||
|
Net realized and unrealized (gain) loss on real estate fund investments
|
(100
|
)
|
|
911
|
|
||
|
Return of capital from real estate fund investments
|
—
|
|
|
14,966
|
|
||
|
Other non-cash adjustments
|
1,639
|
|
|
1,067
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Real estate fund investments
|
(4,000
|
)
|
|
(2,950
|
)
|
||
|
Tenant and other receivables, net
|
(835
|
)
|
|
(5,702
|
)
|
||
|
Prepaid assets
|
(82,862
|
)
|
|
77,053
|
|
||
|
Other assets
|
(6,044
|
)
|
|
(15,151
|
)
|
||
|
Accounts payable and accrued expenses
|
10,426
|
|
|
19,835
|
|
||
|
Other liabilities
|
(2,795
|
)
|
|
663
|
|
||
|
Net cash provided by operating activities
|
64,118
|
|
|
265,418
|
|
||
|
|
|
|
|
||||
|
Cash Flows from Investing Activities:
|
|
|
|
||||
|
Proceeds from sale of condominium units at 220 Central Park South
|
425,484
|
|
|
—
|
|
||
|
Proceeds from sales of marketable securities
|
167,755
|
|
|
—
|
|
||
|
Development costs and construction in progress
|
(143,302
|
)
|
|
(86,808
|
)
|
||
|
Moynihan Train Hall expenditures
|
(123,533
|
)
|
|
—
|
|
||
|
Proceeds from sale of real estate and related investment
|
108,512
|
|
|
—
|
|
||
|
Additions to real estate
|
(55,759
|
)
|
|
(54,284
|
)
|
||
|
Distributions of capital from partially owned entities
|
24,851
|
|
|
2,086
|
|
||
|
Investments in partially owned entities
|
(918
|
)
|
|
(7,519
|
)
|
||
|
Proceeds from repayments of loans receivable
|
204
|
|
|
—
|
|
||
|
Acquisitions of real estate and other
|
—
|
|
|
(44,095
|
)
|
||
|
Net cash provided by (used in) investing activities
|
403,294
|
|
|
(190,620
|
)
|
||
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash Flows from Financing Activities:
|
|
|
|
||||
|
Repayments of borrowings
|
$
|
(686,555
|
)
|
|
$
|
(144,822
|
)
|
|
Proceeds from borrowings
|
456,741
|
|
|
185,701
|
|
||
|
Dividends paid on common shares
|
(125,876
|
)
|
|
(119,764
|
)
|
||
|
Moynihan Train Hall reimbursement from Empire State Development
|
123,533
|
|
|
—
|
|
||
|
Distributions to noncontrolling interests
|
(16,252
|
)
|
|
(13,266
|
)
|
||
|
Dividends paid on preferred shares
|
(12,534
|
)
|
|
(16,628
|
)
|
||
|
Debt issuance costs
|
(10,860
|
)
|
|
(3,300
|
)
|
||
|
Repurchase of shares related to stock compensation agreements and related tax withholdings and other
|
(8,692
|
)
|
|
(784
|
)
|
||
|
Contributions from noncontrolling interests
|
5,194
|
|
|
8,370
|
|
||
|
Proceeds received from exercise of employee share options and other
|
1,511
|
|
|
3,769
|
|
||
|
Redemption of preferred shares
|
(893
|
)
|
|
(470,000
|
)
|
||
|
Debt prepayment and extinguishment costs
|
—
|
|
|
(818
|
)
|
||
|
Net cash used in financing activities
|
(274,683
|
)
|
|
(571,542
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents and restricted cash
|
192,729
|
|
|
(496,744
|
)
|
||
|
Cash and cash equivalents and restricted cash at beginning of period
|
716,905
|
|
|
1,914,812
|
|
||
|
Cash and cash equivalents and restricted cash at end of period
|
$
|
909,634
|
|
|
$
|
1,418,068
|
|
|
|
|
|
|
||||
|
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
|
|
|
|
||||
|
Cash and cash equivalents at beginning of period
|
$
|
570,916
|
|
|
$
|
1,817,655
|
|
|
Restricted cash at beginning of period
|
145,989
|
|
|
97,157
|
|
||
|
Cash and cash equivalents and restricted cash at beginning of period
|
$
|
716,905
|
|
|
$
|
1,914,812
|
|
|
|
|
|
|
||||
|
Cash and cash equivalents at end of period
|
$
|
307,047
|
|
|
$
|
1,327,384
|
|
|
Restricted cash at end of period
|
593,759
|
|
|
90,684
|
|
||
|
Restricted cash included in "assets held for sale" at end of period
|
8,828
|
|
|
—
|
|
||
|
Cash and cash equivalents and restricted cash at end of period
|
$
|
909,634
|
|
|
$
|
1,418,068
|
|
|
|
|
|
|
||||
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
|
Cash payments for interest, excluding capitalized interest of $21,371 and $13,272
|
$
|
85,796
|
|
|
$
|
84,566
|
|
|
Cash payments for income taxes
|
$
|
8,741
|
|
|
$
|
1,646
|
|
|
|
|
|
|
||||
|
Non-Cash Investing and Financing Activities:
|
|
|
|
||||
|
Reclassification of assets and related liabilities held for sale:
|
|
|
|
||||
|
Assets held for sale
|
$
|
3,027,058
|
|
|
$
|
—
|
|
|
Liabilities related to assets held for sale
|
1,097,350
|
|
|
—
|
|
||
|
Lease liabilities arising from the recognition of right-of-use assets
|
526,866
|
|
|
—
|
|
||
|
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"
|
395,893
|
|
|
—
|
|
||
|
Accrued capital expenditures included in accounts payable and accrued expenses
|
77,115
|
|
|
51,431
|
|
||
|
Adjustments to carry redeemable Class A units at redemption value
|
(65,818
|
)
|
|
114,856
|
|
||
|
Write-off of fully depreciated assets
|
(58,309
|
)
|
|
(15,707
|
)
|
||
|
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive income" to "marketable securities" upon conversion of operating partnership units to common shares
|
54,962
|
|
|
—
|
|
||
|
(Amounts in thousands, except unit amounts)
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
ASSETS
|
|
|
|
||||
|
Real estate, at cost:
|
|
|
|
||||
|
Land
|
$
|
2,608,770
|
|
|
$
|
3,306,280
|
|
|
Buildings and improvements
|
7,821,301
|
|
|
10,110,992
|
|
||
|
Development costs and construction in progress
|
1,961,512
|
|
|
2,266,491
|
|
||
|
Moynihan Train Hall development expenditures
|
550,996
|
|
|
445,693
|
|
||
|
Leasehold improvements and equipment
|
115,756
|
|
|
108,427
|
|
||
|
Total
|
13,058,335
|
|
|
16,237,883
|
|
||
|
Less accumulated depreciation and amortization
|
(2,845,120
|
)
|
|
(3,180,175
|
)
|
||
|
Real estate, net
|
10,213,215
|
|
|
13,057,708
|
|
||
|
Assets held for sale
|
3,027,058
|
|
|
—
|
|
||
|
Right-of-use assets
|
457,662
|
|
|
—
|
|
||
|
Cash and cash equivalents
|
307,047
|
|
|
570,916
|
|
||
|
Restricted cash
|
593,759
|
|
|
145,989
|
|
||
|
Marketable securities
|
39,866
|
|
|
152,198
|
|
||
|
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 as of December 31, 2018
|
73,404
|
|
|
73,322
|
|
||
|
Investments in partially owned entities
|
730,264
|
|
|
858,113
|
|
||
|
Real estate fund investments
|
322,858
|
|
|
318,758
|
|
||
|
220 Central Park South condominium units ready for sale
|
229,567
|
|
|
99,627
|
|
||
|
Receivable arising from the straight-lining of rents, net of allowance of $1,644 as of December 31, 2018
|
766,634
|
|
|
935,131
|
|
||
|
Deferred leasing costs, net of accumulated amortization of $180,953 and $207,529
|
345,241
|
|
|
400,313
|
|
||
|
Identified intangible assets, net of accumulated amortization of $97,749 and $172,114
|
34,161
|
|
|
136,781
|
|
||
|
Other assets
|
497,219
|
|
|
431,938
|
|
||
|
|
$
|
17,637,955
|
|
|
$
|
17,180,794
|
|
|
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY
|
|
|
|
||||
|
Mortgages payable, net
|
$
|
6,519,189
|
|
|
$
|
8,167,798
|
|
|
Senior unsecured notes, net
|
845,261
|
|
|
844,002
|
|
||
|
Unsecured term loan, net
|
745,076
|
|
|
744,821
|
|
||
|
Unsecured revolving credit facilities
|
530,000
|
|
|
80,000
|
|
||
|
Liabilities related to assets held for sale
|
1,097,350
|
|
|
—
|
|
||
|
Lease liabilities
|
484,173
|
|
|
—
|
|
||
|
Moynihan Train Hall obligation
|
550,996
|
|
|
445,693
|
|
||
|
Accounts payable and accrued expenses
|
442,496
|
|
|
430,976
|
|
||
|
Deferred revenue
|
71,328
|
|
|
167,730
|
|
||
|
Deferred compensation plan
|
101,922
|
|
|
96,523
|
|
||
|
Other liabilities
|
292,187
|
|
|
311,806
|
|
||
|
Total liabilities
|
11,679,978
|
|
|
11,289,349
|
|
||
|
Commitments and contingencies
|
|
|
|
||||
|
Redeemable partnership units:
|
|
|
|
||||
|
Class A units - 12,789,891 and 12,544,477 units outstanding
|
862,550
|
|
|
778,134
|
|
||
|
Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding
|
4,535
|
|
|
5,428
|
|
||
|
Total redeemable partnership units
|
867,085
|
|
|
783,562
|
|
||
|
Partners' equity:
|
|
|
|
||||
|
Partners' capital
|
8,575,642
|
|
|
8,624,751
|
|
||
|
Earnings less than distributions
|
(4,120,265
|
)
|
|
(4,167,184
|
)
|
||
|
Accumulated other comprehensive (loss) income
|
(11,385
|
)
|
|
7,664
|
|
||
|
Total partners' equity
|
4,443,992
|
|
|
4,465,231
|
|
||
|
Noncontrolling interests in consolidated subsidiaries
|
646,900
|
|
|
642,652
|
|
||
|
Total equity
|
5,090,892
|
|
|
5,107,883
|
|
||
|
|
$
|
17,637,955
|
|
|
$
|
17,180,794
|
|
|
(Amounts in thousands, except per unit amounts)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
REVENUES:
|
|
|
|
||||
|
Rental revenues
|
$
|
499,877
|
|
|
$
|
500,420
|
|
|
Fee and other income
|
34,791
|
|
|
36,017
|
|
||
|
Total revenues
|
534,668
|
|
|
536,437
|
|
||
|
EXPENSES:
|
|
|
|
||||
|
Operating
|
(246,895
|
)
|
|
(237,602
|
)
|
||
|
Depreciation and amortization
|
(116,709
|
)
|
|
(108,686
|
)
|
||
|
General and administrative
|
(58,020
|
)
|
|
(42,533
|
)
|
||
|
(Expense) benefit from deferred compensation plan liability
|
(5,433
|
)
|
|
404
|
|
||
|
Transaction related costs and other
|
(149
|
)
|
|
(13,156
|
)
|
||
|
Total expenses
|
(427,206
|
)
|
|
(401,573
|
)
|
||
|
|
|
|
|
||||
|
Income (loss) from partially owned entities
|
7,320
|
|
|
(9,904
|
)
|
||
|
Loss from real estate fund investments
|
(167
|
)
|
|
(8,807
|
)
|
||
|
Interest and other investment income (loss), net
|
5,045
|
|
|
(24,384
|
)
|
||
|
Income (loss) from deferred compensation plan assets
|
5,433
|
|
|
(404
|
)
|
||
|
Interest and debt expense
|
(102,463
|
)
|
|
(88,166
|
)
|
||
|
Net gains on disposition of wholly owned and partially owned assets
|
220,294
|
|
|
—
|
|
||
|
Income before income taxes
|
242,924
|
|
|
3,199
|
|
||
|
Income tax expense
|
(29,743
|
)
|
|
(2,554
|
)
|
||
|
Income from continuing operations
|
213,181
|
|
|
645
|
|
||
|
Loss from discontinued operations
|
(137
|
)
|
|
(363
|
)
|
||
|
Net income
|
213,044
|
|
|
282
|
|
||
|
Less net (income) loss attributable to noncontrolling interests in consolidated subsidiaries
|
(6,820
|
)
|
|
8,274
|
|
||
|
Net income attributable to Vornado Realty L.P.
|
206,224
|
|
|
8,556
|
|
||
|
Preferred unit distributions
|
(12,575
|
)
|
|
(13,084
|
)
|
||
|
Preferred unit issuance costs
|
—
|
|
|
(14,486
|
)
|
||
|
NET INCOME (LOSS) attributable to Class A unitholders
|
$
|
193,649
|
|
|
$
|
(19,014
|
)
|
|
|
|
|
|
||||
|
INCOME (LOSS) PER CLASS A UNIT – BASIC:
|
|
|
|
||||
|
Net income (loss) per Class A unit
|
$
|
0.95
|
|
|
$
|
(0.10
|
)
|
|
Weighted average units outstanding
|
202,772
|
|
|
201,929
|
|
||
|
|
|
|
|
||||
|
INCOME (LOSS) PER CLASS A UNIT – DILUTED:
|
|
|
|
||||
|
Net income (loss) per Class A unit
|
$
|
0.95
|
|
|
$
|
(0.10
|
)
|
|
Weighted average units outstanding
|
203,344
|
|
|
201,929
|
|
||
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Net income
|
$
|
213,044
|
|
|
$
|
282
|
|
|
Other comprehensive (loss) income:
|
|
|
|
||||
|
(Reduction) increase in value of interest rate swaps
|
(17,029
|
)
|
|
10,258
|
|
||
|
Amount reclassified from accumulated other comprehensive loss relating to a nonconsolidated subsidiary
|
(2,311
|
)
|
|
—
|
|
||
|
Other comprehensive (loss) income of nonconsolidated subsidiaries
|
(985
|
)
|
|
346
|
|
||
|
Comprehensive income
|
192,719
|
|
|
10,886
|
|
||
|
Less comprehensive (income) loss attributable to noncontrolling interests in consolidated subsidiaries
|
(6,820
|
)
|
|
8,274
|
|
||
|
Comprehensive income attributable to Vornado Realty L.P.
|
$
|
185,899
|
|
|
$
|
19,160
|
|
|
(Amounts in thousands)
|
|
Preferred Units
|
|
Class A Units
Owned by Vornado
|
|
Earnings
Less Than
Distributions
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Non-
controlling
Interests in
Consolidated
Subsidiaries
|
|
Total Equity
|
||||||||||||||||||
|
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|
|
|
||||||||||||||||||
|
Balance, December 31, 2018
|
|
36,800
|
|
|
$
|
891,294
|
|
|
190,535
|
|
|
$
|
7,733,457
|
|
|
$
|
(4,167,184
|
)
|
|
$
|
7,664
|
|
|
$
|
642,652
|
|
|
$
|
5,107,883
|
|
|
Net income attributable to Vornado Realty L.P.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,224
|
|
|
—
|
|
|
—
|
|
|
206,224
|
|
||||||
|
Net income attributable to redeemable partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,202
|
)
|
|
—
|
|
|
—
|
|
|
(12,202
|
)
|
||||||
|
Net income attributable to noncontrolling interests in consolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,820
|
|
|
6,820
|
|
||||||
|
Distributions to Vornado
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125,876
|
)
|
|
—
|
|
|
—
|
|
|
(125,876
|
)
|
||||||
|
Distributions to preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,534
|
)
|
|
—
|
|
|
—
|
|
|
(12,534
|
)
|
||||||
|
Class A Units issued to Vornado:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Upon redemption of redeemable Class A units, at redemption value
|
|
—
|
|
|
—
|
|
|
48
|
|
|
3,181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,181
|
|
||||||
|
Under Vornado's employees' share option plan
|
|
—
|
|
|
—
|
|
|
162
|
|
|
1,171
|
|
|
(8,692
|
)
|
|
—
|
|
|
—
|
|
|
(7,521
|
)
|
||||||
|
Under Vornado's dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
5
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
||||||
|
Contributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Real estate fund investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,384
|
|
|
3,384
|
|
||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,810
|
|
|
1,810
|
|
||||||
|
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,764
|
)
|
|
(7,764
|
)
|
||||||
|
Conversion of Series A preferred units to Class A units
|
|
(1
|
)
|
|
(31
|
)
|
|
2
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Deferred compensation units and options
|
|
—
|
|
|
—
|
|
|
9
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
||||||
|
Amount reclassified related to a nonconsolidated subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,311
|
)
|
|
—
|
|
|
(2,311
|
)
|
||||||
|
Other comprehensive loss of nonconsolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(985
|
)
|
|
—
|
|
|
(985
|
)
|
||||||
|
Reduction in value of interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,029
|
)
|
|
—
|
|
|
(17,029
|
)
|
||||||
|
Unearned 2016 Out-Performance Plan awards acceleration
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,720
|
|
||||||
|
Adjustments to carry redeemable Class A units at redemption value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,818
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,818
|
)
|
||||||
|
Redeemable partnership units' share of above adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,276
|
|
|
—
|
|
|
1,276
|
|
||||||
|
Other
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
||||||
|
Balance, March 31, 2019
|
|
36,798
|
|
|
$
|
891,263
|
|
|
190,761
|
|
|
$
|
7,684,379
|
|
|
$
|
(4,120,265
|
)
|
|
$
|
(11,385
|
)
|
|
$
|
646,900
|
|
|
$
|
5,090,892
|
|
|
(Amounts in thousands)
|
|
Preferred Units
|
|
Class A Units
Owned by Vornado
|
|
Earnings
Less Than
Distributions
|
|
Accumulated
Other
Comprehensive
Income
|
|
Non-
controlling
Interests in
Consolidated
Subsidiaries
|
|
Total
Equity
|
||||||||||||||||||
|
|
|
Units
|
|
Amount
|
|
Units
|
|
Amount
|
|
|
|
|
||||||||||||||||||
|
Balance, December 31, 2017
|
|
36,800
|
|
|
$
|
891,988
|
|
|
189,984
|
|
|
$
|
7,500,235
|
|
|
$
|
(4,183,253
|
)
|
|
$
|
128,682
|
|
|
$
|
670,049
|
|
|
5,007,701
|
|
|
|
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122,893
|
|
|
(108,374
|
)
|
|
—
|
|
|
14,519
|
|
||||||
|
Net income attributable to Vornado Realty L.P.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,556
|
|
|
—
|
|
|
—
|
|
|
8,556
|
|
||||||
|
Net income attributable to redeemable partnership units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,124
|
|
|
—
|
|
|
—
|
|
|
1,124
|
|
||||||
|
Net loss attributable to noncontrolling interests in consolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,274
|
)
|
|
(8,274
|
)
|
||||||
|
Distributions to Vornado
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119,764
|
)
|
|
—
|
|
|
—
|
|
|
(119,764
|
)
|
||||||
|
Distributions to preferred unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,035
|
)
|
|
—
|
|
|
—
|
|
|
(13,035
|
)
|
||||||
|
Preferred unit issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,486
|
)
|
|
—
|
|
|
—
|
|
|
(14,486
|
)
|
||||||
|
Class A Units issued to Vornado:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Upon redemption of redeemable Class A units, at redemption value
|
|
—
|
|
|
—
|
|
|
118
|
|
|
8,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,392
|
|
||||||
|
Under Vornado's employees' share option plan
|
|
—
|
|
|
—
|
|
|
55
|
|
|
3,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,434
|
|
||||||
|
Under Vornado's dividend reinvestment plan
|
|
—
|
|
|
—
|
|
|
5
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
335
|
|
||||||
|
Contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,370
|
|
|
8,370
|
|
||||||
|
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Real estate fund investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,910
|
)
|
|
(1,910
|
)
|
||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,450
|
)
|
|
(3,450
|
)
|
||||||
|
Preferred unit issuance
|
|
—
|
|
|
(663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(663
|
)
|
||||||
|
Deferred compensation units and options
|
|
—
|
|
|
—
|
|
|
7
|
|
|
298
|
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
177
|
|
||||||
|
Other comprehensive income of nonconsolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
|
—
|
|
|
346
|
|
||||||
|
Increase in value of interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,258
|
|
|
—
|
|
|
10,258
|
|
||||||
|
Unearned 2015 Out-Performance Plan awards acceleration
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,046
|
|
||||||
|
Adjustments to carry redeemable Class A units at redemption value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114,856
|
|
||||||
|
Redeemable partnership units' share of above adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(654
|
)
|
|
—
|
|
|
(654
|
)
|
||||||
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
|
Balance, March 31, 2018
|
|
36,800
|
|
|
$
|
891,325
|
|
|
190,169
|
|
|
$
|
7,636,597
|
|
|
$
|
(4,198,088
|
)
|
|
$
|
30,258
|
|
|
$
|
664,786
|
|
|
$
|
5,024,878
|
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash Flows from Operating Activities:
|
|
|
|
||||
|
Net income
|
$
|
213,044
|
|
|
$
|
282
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Net gains on disposition of wholly owned and partially owned assets
|
(220,294
|
)
|
|
—
|
|
||
|
Depreciation and amortization (including amortization of deferred financing costs)
|
123,135
|
|
|
115,337
|
|
||
|
Stock-based compensation expense
|
31,654
|
|
|
13,669
|
|
||
|
Distributions of income from partially owned entities
|
14,316
|
|
|
20,559
|
|
||
|
Equity in net (income) loss of partially owned entities
|
(7,320
|
)
|
|
9,904
|
|
||
|
Amortization of below-market leases, net
|
(6,525
|
)
|
|
(10,581
|
)
|
||
|
Straight-lining of rents
|
1,140
|
|
|
(7,430
|
)
|
||
|
(Increase) decrease in fair value of marketable securities
|
(461
|
)
|
|
32,986
|
|
||
|
Net realized and unrealized (gain) loss on real estate fund investments
|
(100
|
)
|
|
911
|
|
||
|
Return of capital from real estate fund investments
|
—
|
|
|
14,966
|
|
||
|
Other non-cash adjustments
|
1,639
|
|
|
1,067
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Real estate fund investments
|
(4,000
|
)
|
|
(2,950
|
)
|
||
|
Tenant and other receivables, net
|
(835
|
)
|
|
(5,702
|
)
|
||
|
Prepaid assets
|
(82,862
|
)
|
|
77,053
|
|
||
|
Other assets
|
(6,044
|
)
|
|
(15,151
|
)
|
||
|
Accounts payable and accrued expenses
|
10,426
|
|
|
19,835
|
|
||
|
Other liabilities
|
(2,795
|
)
|
|
663
|
|
||
|
Net cash provided by operating activities
|
64,118
|
|
|
265,418
|
|
||
|
|
|
|
|
||||
|
Cash Flows from Investing Activities:
|
|
|
|
||||
|
Proceeds from sale of condominium units at 220 Central Park South
|
425,484
|
|
|
—
|
|
||
|
Proceeds from sales of marketable securities
|
167,755
|
|
|
—
|
|
||
|
Development costs and construction in progress
|
(143,302
|
)
|
|
(86,808
|
)
|
||
|
Moynihan Train Hall expenditures
|
(123,533
|
)
|
|
—
|
|
||
|
Proceeds from sale of real estate and related investment
|
108,512
|
|
|
—
|
|
||
|
Additions to real estate
|
(55,759
|
)
|
|
(54,284
|
)
|
||
|
Distributions of capital from partially owned entities
|
24,851
|
|
|
2,086
|
|
||
|
Investments in partially owned entities
|
(918
|
)
|
|
(7,519
|
)
|
||
|
Proceeds from repayments of loans receivable
|
204
|
|
|
—
|
|
||
|
Acquisitions of real estate and other
|
—
|
|
|
(44,095
|
)
|
||
|
Net cash provided by (used in) investing activities
|
403,294
|
|
|
(190,620
|
)
|
||
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash Flows from Financing Activities:
|
|
|
|
||||
|
Repayments of borrowings
|
$
|
(686,555
|
)
|
|
$
|
(144,822
|
)
|
|
Proceeds from borrowings
|
456,741
|
|
|
185,701
|
|
||
|
Distributions to Vornado
|
(125,876
|
)
|
|
(119,764
|
)
|
||
|
Moynihan Train Hall reimbursement from Empire State Development
|
123,533
|
|
|
—
|
|
||
|
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries
|
(16,252
|
)
|
|
(13,266
|
)
|
||
|
Distributions to preferred unitholders
|
(12,534
|
)
|
|
(16,628
|
)
|
||
|
Debt issuance costs
|
(10,860
|
)
|
|
(3,300
|
)
|
||
|
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other
|
(8,692
|
)
|
|
(784
|
)
|
||
|
Contributions from noncontrolling interests in consolidated subsidiaries
|
5,194
|
|
|
8,370
|
|
||
|
Proceeds received from exercise of Vornado stock options and other
|
1,511
|
|
|
3,769
|
|
||
|
Redemption of preferred units
|
(893
|
)
|
|
(470,000
|
)
|
||
|
Debt prepayment and extinguishment costs
|
—
|
|
|
(818
|
)
|
||
|
Net cash used in financing activities
|
(274,683
|
)
|
|
(571,542
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents and restricted cash
|
192,729
|
|
|
(496,744
|
)
|
||
|
Cash and cash equivalents and restricted cash at beginning of period
|
716,905
|
|
|
1,914,812
|
|
||
|
Cash and cash equivalents and restricted cash at end of period
|
$
|
909,634
|
|
|
$
|
1,418,068
|
|
|
|
|
|
|
||||
|
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
|
|
|
|
||||
|
Cash and cash equivalents at beginning of period
|
$
|
570,916
|
|
|
$
|
1,817,655
|
|
|
Restricted cash at beginning of period
|
145,989
|
|
|
97,157
|
|
||
|
Cash and cash equivalents and restricted cash at beginning of period
|
$
|
716,905
|
|
|
$
|
1,914,812
|
|
|
|
|
|
|
||||
|
Cash and cash equivalents at end of period
|
$
|
307,047
|
|
|
$
|
1,327,384
|
|
|
Restricted cash at end of period
|
593,759
|
|
|
90,684
|
|
||
|
Restricted cash included in "assets held for sale" at end of period
|
8,828
|
|
|
—
|
|
||
|
Cash and cash equivalents and restricted cash at end of period
|
$
|
909,634
|
|
|
$
|
1,418,068
|
|
|
|
|
|
|
||||
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
|
Cash payments for interest, excluding capitalized interest of $21,371 and $13,272
|
$
|
85,796
|
|
|
$
|
84,566
|
|
|
Cash payments for income taxes
|
$
|
8,741
|
|
|
$
|
1,646
|
|
|
|
|
|
|
||||
|
Non-Cash Investing and Financing Activities:
|
|
|
|
||||
|
Reclassification of assets and related liabilities held for sale:
|
|
|
|
||||
|
Assets held for sale
|
$
|
3,027,058
|
|
|
$
|
—
|
|
|
Liabilities related to assets held for sale
|
1,097,350
|
|
|
—
|
|
||
|
Lease liabilities arising from the recognition of right-of-use assets
|
526,866
|
|
|
—
|
|
||
|
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale"
|
395,893
|
|
|
—
|
|
||
|
Accrued capital expenditures included in accounts payable and accrued expenses
|
77,115
|
|
|
51,431
|
|
||
|
Adjustments to carry redeemable Class A units at redemption value
|
(65,818
|
)
|
|
114,856
|
|
||
|
Write-off of fully depreciated assets
|
(58,309
|
)
|
|
(15,707
|
)
|
||
|
Amounts related to our investment in Pennsylvania Real Estate Investment Trust reclassified from "investments in partially owned entities" and "accumulated other comprehensive income" to "marketable securities" upon conversion of operating partnership units to common shares
|
54,962
|
|
|
—
|
|
||
|
1.
|
Organization
|
|
2.
|
Basis of Presentation
|
|
3.
|
Recently Issued Accounting Literature
|
|
3.
|
Recently Issued Accounting Literature - continued
|
|
4.
|
Revenue Recognition
|
|
•
|
Rental revenues include revenues from the leasing of space at our properties to tenants and revenues from the Hotel Pennsylvania, trade shows and tenant services.
|
|
◦
|
Revenues from the leasing of space at our properties to tenants includes (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement of common area maintenance expenses, and (ii) reimbursement of real estate taxes and insurance expenses. As lessor, we have elected to combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842. Lease revenues and reimbursement of common area maintenance, real estate taxes and insurance are presented on the following page as "property rentals." Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease, together with renewal options that are reasonably certain of being exercised. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of real estate taxes, insurance expenses and common area maintenance expenses are generally recognized in the same period as the related expenses are incurred.
|
|
◦
|
Hotel revenue arising from the operation of Hotel Pennsylvania consists of room revenue, food and beverage revenue, and banquet revenue. Room revenue is recognized when the rooms are made available for the guest, in accordance with ASC 842.
|
|
◦
|
Trade shows revenue arising from the operation of trade shows is primarily booth rentals. This revenue is recognized upon the occurrence of the trade shows when the trade show booths are made available for use by the exhibitors, in accordance with ASC 842.
|
|
◦
|
Tenant services revenue arises from sub-metered electric, elevator, trash removal and other services provided to tenants at their request. This revenue is recognized as the services are transferred in accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606").
|
|
•
|
Fee and other income includes management, leasing and other revenue arising from contractual agreements with third parties or with partially owned entities, and includes Building Maintenance Service (“BMS”) cleaning, engineering and security services. This revenue is recognized as the services are transferred in accordance with ASC 606.
|
|
4.
|
Revenue Recognition - continued
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31, 2019
|
|
||||||||||
|
|
Total
|
|
New York
|
|
Other
|
|
||||||
|
Property rentals
|
$
|
457,741
|
|
|
$
|
385,803
|
|
|
$
|
71,938
|
|
|
|
Hotel Pennsylvania
|
12,609
|
|
|
12,609
|
|
|
—
|
|
|
|||
|
Trade shows
|
16,956
|
|
|
—
|
|
|
16,956
|
|
|
|||
|
Lease revenues
|
487,306
|
|
|
398,412
|
|
|
88,894
|
|
|
|||
|
Tenant services
|
12,571
|
|
|
9,225
|
|
|
3,346
|
|
|
|||
|
Rental revenues
|
499,877
|
|
|
407,637
|
|
|
92,240
|
|
|
|||
|
BMS cleaning fees
|
29,785
|
|
|
31,757
|
|
|
(1,972
|
)
|
(1)
|
|||
|
Management and leasing fees
|
2,237
|
|
|
2,251
|
|
|
(14
|
)
|
|
|||
|
Other income
|
2,769
|
|
|
1,640
|
|
|
1,129
|
|
|
|||
|
Fee and other income
|
34,791
|
|
|
35,648
|
|
|
(857
|
)
|
|
|||
|
Total revenues
|
$
|
534,668
|
|
|
$
|
443,285
|
|
|
$
|
91,383
|
|
|
|
(1)
|
Represents the elimination of theMART and 555 California Street BMS cleaning fees which are included as income in the New York segment.
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31, 2018
|
|
||||||||||
|
|
Total
|
|
New York
|
|
Other
|
|
||||||
|
Property rentals
|
$
|
454,403
|
|
|
$
|
389,385
|
|
|
$
|
65,018
|
|
|
|
Hotel Pennsylvania
|
14,680
|
|
|
14,680
|
|
|
—
|
|
|
|||
|
Trade shows
|
18,873
|
|
|
—
|
|
|
18,873
|
|
|
|||
|
Lease revenues
|
487,956
|
|
|
404,065
|
|
|
83,891
|
|
|
|||
|
Tenant services
|
12,464
|
|
|
9,771
|
|
|
2,693
|
|
|
|||
|
Rental revenues
|
500,420
|
|
|
413,836
|
|
|
86,584
|
|
|
|||
|
BMS cleaning fees
|
28,355
|
|
|
30,153
|
|
|
(1,798
|
)
|
(1)
|
|||
|
Management and leasing fees
|
2,764
|
|
|
2,481
|
|
|
283
|
|
|
|||
|
Other income
|
4,898
|
|
|
2,014
|
|
|
2,884
|
|
|
|||
|
Fee and other income
|
36,017
|
|
|
34,648
|
|
|
1,369
|
|
|
|||
|
Total revenues
|
$
|
536,437
|
|
|
$
|
448,484
|
|
|
$
|
87,953
|
|
|
|
(1)
|
Represents the elimination of theMART and 555 California Street BMS cleaning fees which are included as income in the New York segment.
|
|
5.
|
Real Estate Fund Investments
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
|
||||||
|
|
2019
|
|
2018
|
|
||||
|
Net investment (loss) income
|
$
|
(267
|
)
|
|
$
|
2,734
|
|
|
|
Net unrealized gain on held investments
|
100
|
|
|
—
|
|
|
||
|
New York City real property transfer tax (the "Transfer Tax")
|
—
|
|
|
(10,630
|
)
|
(1)
|
||
|
Net realized loss on exited investments
|
—
|
|
|
(911
|
)
|
|
||
|
Loss from real estate fund investments
|
(167
|
)
|
|
(8,807
|
)
|
|
||
|
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries
|
(2,737
|
)
|
|
5,369
|
|
|
||
|
Loss from real estate fund investments attributable to the Operating Partnership
|
(2,904
|
)
|
|
(3,438
|
)
|
|
||
|
Less loss attributable to noncontrolling interests in the Operating Partnership
|
182
|
|
|
212
|
|
|
||
|
Loss from real estate fund investments attributable to Vornado
|
$
|
(2,722
|
)
|
|
$
|
(3,226
|
)
|
|
|
(1)
|
Due to the disputed additional Transfer Tax related to the March 2011 acquisition of One Park Avenue which was recorded as a result of the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision in the first quarter of 2018. We appealed the Tax Tribunal's decision to the New York State Supreme Court, Appellate Division, First Department ("Appellate Division"). Our appeal was heard on April 2, 2019, and on April 25, 2019 the Appellate Division entered a unanimous decision and order that confirmed the decision of the Tax Tribunal and dismissed our appeal. We are currently evaluating our options regarding this matter.
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31, 2019
|
||||||||||||||
|
|
Total
|
|
Lexington Realty Trust
|
|
PREIT
|
|
Other
|
||||||||
|
Balance, December 31, 2018
|
$
|
152,198
|
|
|
$
|
151,630
|
|
|
$
|
—
|
|
|
$
|
568
|
|
|
Sale of marketable securities
|
(167,755
|
)
|
|
(167,698
|
)
|
|
—
|
|
|
(57
|
)
|
||||
|
Transfer of PREIT investment balance at Conversion Date
|
54,962
|
|
|
—
|
|
|
54,962
|
|
|
—
|
|
||||
|
Increase (decrease) in fair value of marketable securities(1)
|
461
|
|
|
16,068
|
|
|
(15,649
|
)
|
|
42
|
|
||||
|
Balance, March 31, 2019
|
$
|
39,866
|
|
|
$
|
—
|
|
|
$
|
39,313
|
|
|
$
|
553
|
|
|
(1)
|
Included in “interest and other investment income (loss), net” on our consolidated statements of income (see Note 17 - Interest and Other Investment Income (Loss), Net).
|
|
7.
|
Investments in Partially Owned Entities
|
|
7.
|
Investments in Partially Owned Entities - continued
|
|
(Amounts in thousands)
|
Percentage Ownership at
March 31, 2019 |
|
Balance as of
|
||||||
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||
|
Investments:
|
|
|
|
|
|
||||
|
Partially owned office buildings/land(1)
|
Various
|
|
$
|
478,240
|
|
|
$
|
499,005
|
|
|
Alexander’s
|
32.4%
|
|
106,786
|
|
|
107,983
|
|
||
|
PREIT(2)
|
N/A
|
|
—
|
|
|
59,491
|
|
||
|
UE(3)
|
N/A
|
|
—
|
|
|
45,344
|
|
||
|
Other investments(4)
|
Various
|
|
145,238
|
|
|
146,290
|
|
||
|
|
|
|
$
|
730,264
|
|
|
$
|
858,113
|
|
|
|
|
|
|
|
|
||||
|
Investments in partially owned entities included in other liabilities(5):
|
|
|
|
|
|
||||
|
330 Madison Avenue
|
25.0%
|
|
$
|
(60,054
|
)
|
|
$
|
(58,117
|
)
|
|
7 West 34th Street
|
53.0%
|
|
(51,464
|
)
|
|
(51,579
|
)
|
||
|
85 Tenth Avenue
|
49.9%
|
|
(5,857
|
)
|
|
—
|
|
||
|
|
|
|
$
|
(117,375
|
)
|
|
$
|
(109,696
|
)
|
|
(1)
|
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.
|
|
(2)
|
On March 12, 2019, we converted all of our PREIT operating partnership units into common shares and began accounting for our investment as a marketable security in accordance with ASC 321 (see Note 6 - Marketable Securities).
|
|
(3)
|
Sold on March 4, 2019 (see page 25 for details).
|
|
(4)
|
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street and others.
|
|
(5)
|
Our negative basis results from distributions in excess of our investment.
|
|
(Amounts in thousands)
|
Percentage
Ownership at March 31, 2019 |
|
For the Three Months Ended March 31,
|
||||||
|
|
|
2019
|
|
2018
|
|||||
|
Our share of net income (loss):
|
|
|
|
|
|
||||
|
Alexander's (see page 25 for details):
|
|
|
|
|
|
||||
|
Equity in net income (loss)(1)
|
32.4%
|
|
$
|
5,717
|
|
|
$
|
(3,209
|
)
|
|
Management, leasing and development fees
|
|
|
1,057
|
|
|
1,208
|
|
||
|
|
|
|
6,774
|
|
|
(2,001
|
)
|
||
|
Partially owned office buildings(2)
|
Various
|
|
106
|
|
|
(4,283
|
)
|
||
|
Other investments(3)
|
Various
|
|
440
|
|
|
(3,620
|
)
|
||
|
|
|
|
$
|
7,320
|
|
|
$
|
(9,904
|
)
|
|
(1)
|
2018 includes our $7,708 share of Alexander's disputed additional Transfer Tax related to the November 2012 sale of Kings Plaza Regional Shopping Center based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - Real Estate Fund Investments).
|
|
(2)
|
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others. 2018 includes our $4,978 share of disputed additional Transfer Tax related to the March 2011 acquisition of One Park Avenue (see Note 5 - Real Estate Fund Investments).
|
|
(3)
|
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), UE (sold on March 4, 2019), PREIT (accounted as a marketable security from March 12, 2019) and others.
|
|
8.
|
220 Central Park South ("220 CPS")
|
|
9.
|
Properties Held for Sale
|
|
(Amounts in thousands)
|
Vornado's Effective Ownership Interest Percentage
|
|
Vornado's Preferred Equity Interests
|
|||
|
Properties transferred to
Fifth Avenue and Times Square JV:
|
|
|
|
|||
|
640 Fifth Avenue
|
52.0
|
%
|
|
$
|
—
|
|
|
655 Fifth Avenue
|
50.0
|
%
|
|
140,000
|
|
|
|
666 Fifth Avenue
|
52.0
|
%
|
|
390,000
|
|
|
|
689 Fifth Avenue
|
52.0
|
%
|
|
130,000
|
|
|
|
697-703 Fifth Avenue
|
44.8
|
%
|
|
—
|
|
|
|
1535 Broadway
|
52.0
|
%
|
|
628,875
|
|
|
|
1540 Broadway
|
52.0
|
%
|
|
538,875
|
|
|
|
|
|
|
$
|
1,827,750
|
|
|
|
9.
|
Properties Held for Sale - continued
|
|
(Amounts in thousands)
|
Balance as of
March 31, 2019 |
||
|
|
|||
|
Assets held for sale:
|
|
||
|
Real estate, net
|
$
|
2,656,509
|
|
|
Right-of-use asset
|
49,134
|
|
|
|
Restricted cash
|
8,828
|
|
|
|
Receivable arising from the straight-lining of rents
|
167,612
|
|
|
|
Deferred leasing costs, net
|
70,511
|
|
|
|
Identified intangible assets, net
|
74,464
|
|
|
|
|
$
|
3,027,058
|
|
|
|
|
||
|
Liabilities related to assets held for sale:
|
|
||
|
Mortgages payable, net
|
$
|
971,618
|
|
|
Lease liability
|
41,235
|
|
|
|
Deferred revenue
|
84,497
|
|
|
|
|
$
|
1,097,350
|
|
|
10.
|
Identified Intangible Assets and Liabilities
|
|
(Amounts in thousands)
|
Balance as of
|
||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
Identified intangible assets:
|
|
|
|
||||
|
Gross amount
|
$
|
131,910
|
|
|
$
|
308,895
|
|
|
Accumulated amortization
|
(97,749
|
)
|
|
(172,114
|
)
|
||
|
Total, net
|
$
|
34,161
|
|
|
$
|
136,781
|
|
|
Identified intangible liabilities (included in deferred revenue):
|
|
|
|
||||
|
Gross amount
|
$
|
386,512
|
|
|
$
|
503,373
|
|
|
Accumulated amortization
|
(321,152
|
)
|
|
(341,779
|
)
|
||
|
Total, net
|
$
|
65,360
|
|
|
$
|
161,594
|
|
|
(Amounts in thousands)
|
|
||
|
2020
|
$
|
16,605
|
|
|
2021
|
11,932
|
|
|
|
2022
|
8,800
|
|
|
|
2023
|
6,269
|
|
|
|
2024
|
2,497
|
|
|
|
(Amounts in thousands)
|
|
||
|
2020
|
$
|
6,308
|
|
|
2021
|
4,779
|
|
|
|
2022
|
3,049
|
|
|
|
2023
|
2,962
|
|
|
|
2024
|
2,350
|
|
|
|
11.
|
Debt
|
|
(Amounts in thousands)
|
Weighted Average Interest Rate at
March 31, 2019 |
|
Balance as of
|
||||||
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||
|
Mortgages Payable:
|
|
|
|
|
|
||||
|
Fixed rate
|
3.52%
|
|
$
|
4,610,526
|
|
|
$
|
5,003,465
|
|
|
Variable rate
|
4.20%
|
|
1,945,508
|
|
|
3,212,382
|
|
||
|
Total
|
3.72%
|
|
6,556,034
|
|
|
8,215,847
|
|
||
|
Deferred financing costs, net and other
|
|
|
(36,845
|
)
|
|
(48,049
|
)
|
||
|
Total, net
|
|
|
$
|
6,519,189
|
|
|
$
|
8,167,798
|
|
|
|
|
|
|
|
|
||||
|
Unsecured Debt:
|
|
|
|
|
|
||||
|
Senior unsecured notes
|
4.21%
|
|
$
|
850,000
|
|
|
$
|
850,000
|
|
|
Deferred financing costs, net and other
|
|
|
(4,739
|
)
|
|
(5,998
|
)
|
||
|
Senior unsecured notes, net
|
|
|
845,261
|
|
|
844,002
|
|
||
|
|
|
|
|
|
|
||||
|
Unsecured term loan
|
3.87%
|
|
750,000
|
|
|
750,000
|
|
||
|
Deferred financing costs, net and other
|
|
|
(4,924
|
)
|
|
(5,179
|
)
|
||
|
Unsecured term loan, net
|
|
|
745,076
|
|
|
744,821
|
|
||
|
|
|
|
|
|
|
||||
|
Unsecured revolving credit facilities
|
3.46%
|
|
530,000
|
|
|
80,000
|
|
||
|
|
|
|
|
|
|
||||
|
Total, net
|
|
|
$
|
2,120,337
|
|
|
$
|
1,668,823
|
|
|
12.
|
Redeemable Noncontrolling Interests/Redeemable Partnership Units
|
|
13.
|
Shareholders' Equity/Partners' Capital
|
|
|
|
Per Share/Unit
For the Three Months Ended March 31, |
||||||
|
Shares/Units:
|
|
2019
|
|
2018
|
||||
|
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units
|
|
$
|
0.66
|
|
|
$
|
0.63
|
|
|
Convertible Preferred(1):
|
|
|
|
|
||||
|
6.5% Series A: authorized 83,977 shares/units(2)
|
|
0.8125
|
|
|
0.8125
|
|
||
|
Cumulative Redeemable Preferred(1):
|
|
|
|
|
||||
|
5.70% Series K: authorized 12,000,000 shares/units(3)
|
|
0.3563
|
|
|
0.3563
|
|
||
|
5.40% Series L: authorized 12,000,000 shares/units(3)
|
|
0.3375
|
|
|
0.3375
|
|
||
|
5.25% Series M: authorized 12,780,000 shares/units(3)
|
|
0.3281
|
|
|
0.3281
|
|
||
|
(1)
|
Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.
|
|
(2)
|
Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A preferred share/unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/ Class A units per Series A preferred share/unit.
|
|
(3)
|
Redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption.
|
|
(Amounts in thousands)
|
Total
|
|
Marketable securities
|
|
Pro rata share of
nonconsolidated
subsidiaries' OCI
|
|
Interest
rate
swaps
|
|
Other
|
||||||||||
|
For the Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance, December 31, 2018
|
$
|
7,664
|
|
|
$
|
—
|
|
|
$
|
3,253
|
|
|
$
|
11,759
|
|
|
$
|
(7,348
|
)
|
|
Net current period other comprehensive (loss) income
|
(16,738
|
)
|
|
—
|
|
|
(985
|
)
|
|
(17,029
|
)
|
|
1,276
|
|
|||||
|
Amount reclassified from AOCI (1)
|
(2,311
|
)
|
|
—
|
|
|
(2,311
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Balance, March 31, 2019
|
$
|
(11,385
|
)
|
|
$
|
—
|
|
|
$
|
(43
|
)
|
|
$
|
(5,270
|
)
|
|
$
|
(6,072
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance, December 31, 2017
|
$
|
128,682
|
|
|
$
|
109,554
|
|
|
$
|
3,769
|
|
|
$
|
23,542
|
|
|
$
|
(8,183
|
)
|
|
Cumulative effect of accounting change
|
(108,374
|
)
|
|
(109,554
|
)
|
|
(1,671
|
)
|
|
2,851
|
|
|
—
|
|
|||||
|
Net current period other comprehensive income (loss)
|
9,950
|
|
|
—
|
|
|
346
|
|
|
10,258
|
|
|
(654
|
)
|
|||||
|
Balance, March 31, 2018
|
$
|
30,258
|
|
|
$
|
—
|
|
|
$
|
2,444
|
|
|
$
|
36,651
|
|
|
$
|
(8,837
|
)
|
|
(1)
|
Amount reclassified related to the conversion of our PREIT operating partnership units into common shares.
|
|
14.
|
Variable Interest Entities ("VIEs")
|
|
15.
|
Fair Value Measurements
|
|
(Amounts in thousands)
|
As of March 31, 2019
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Marketable securities
|
$
|
39,866
|
|
|
$
|
39,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Real estate fund investments
|
322,858
|
|
|
—
|
|
|
—
|
|
|
322,858
|
|
||||
|
Deferred compensation plan assets ($8,747 included in restricted cash and $93,176 in other assets)
|
101,923
|
|
|
64,361
|
|
|
—
|
|
|
37,562
|
|
||||
|
Interest rate swaps (included in other assets)
|
19,613
|
|
|
—
|
|
|
19,613
|
|
|
—
|
|
||||
|
Total assets
|
$
|
484,260
|
|
|
$
|
104,227
|
|
|
$
|
19,613
|
|
|
$
|
360,420
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Mandatorily redeemable instruments (included in other liabilities)
|
$
|
50,561
|
|
|
$
|
50,561
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest rate swaps (included in other liabilities)
|
24,851
|
|
|
—
|
|
|
24,851
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
75,412
|
|
|
$
|
50,561
|
|
|
$
|
24,851
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
(Amounts in thousands)
|
As of December 31, 2018
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Marketable securities
|
$
|
152,198
|
|
|
$
|
152,198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Real estate fund investments
|
318,758
|
|
|
—
|
|
|
—
|
|
|
318,758
|
|
||||
|
Deferred compensation plan assets ($8,402 included in restricted cash and $88,122 in other assets)
|
96,524
|
|
|
58,716
|
|
|
—
|
|
|
37,808
|
|
||||
|
Interest rate swaps (included in other assets)
|
27,033
|
|
|
—
|
|
|
27,033
|
|
|
—
|
|
||||
|
Total assets
|
$
|
594,513
|
|
|
$
|
210,914
|
|
|
$
|
27,033
|
|
|
$
|
356,566
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Mandatorily redeemable instruments (included in other liabilities)
|
$
|
50,561
|
|
|
$
|
50,561
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest rate swaps (included in other liabilities)
|
15,236
|
|
|
—
|
|
|
15,236
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
65,797
|
|
|
$
|
50,561
|
|
|
$
|
15,236
|
|
|
$
|
—
|
|
|
15.
|
Fair Value Measurements - continued
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Beginning balance
|
$
|
318,758
|
|
|
$
|
354,804
|
|
|
Purchases/additional fundings
|
4,000
|
|
|
2,950
|
|
||
|
Net unrealized gain on held investments
|
100
|
|
|
—
|
|
||
|
Dispositions
|
—
|
|
|
(20,291
|
)
|
||
|
Net realized loss on exited investments
|
—
|
|
|
(911
|
)
|
||
|
Ending balance
|
$
|
322,858
|
|
|
$
|
336,552
|
|
|
15.
|
Fair Value Measurements - continued
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Beginning balance
|
$
|
37,808
|
|
|
$
|
40,128
|
|
|
Sales
|
(2,114
|
)
|
|
(1,635
|
)
|
||
|
Purchases
|
908
|
|
|
14
|
|
||
|
Realized and unrealized gains
|
523
|
|
|
678
|
|
||
|
Other, net
|
437
|
|
|
300
|
|
||
|
Ending balance
|
$
|
37,562
|
|
|
$
|
39,485
|
|
|
(Amounts in thousands)
|
As of December 31, 2018
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
Real estate asset
|
$
|
14,971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,971
|
|
|
15.
|
Fair Value Measurements - continued
|
|
(Amounts in thousands)
|
As of March 31, 2019
|
|
As of December 31, 2018
|
|||||||||||||
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
Cash equivalents
|
$
|
207,481
|
|
|
$
|
207,000
|
|
|
$
|
261,981
|
|
|
$
|
262,000
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
|||||||||
|
|
Mortgages payable
|
$
|
6,556,034
|
|
|
$
|
6,565,000
|
|
|
$
|
8,215,847
|
|
|
$
|
8,179,000
|
|
|
|
Senior unsecured notes
|
850,000
|
|
|
868,000
|
|
|
850,000
|
|
|
847,000
|
|
||||
|
|
Unsecured term loan
|
750,000
|
|
|
750,000
|
|
|
750,000
|
|
|
750,000
|
|
||||
|
|
Unsecured revolving credit facilities
|
530,000
|
|
|
530,000
|
|
|
80,000
|
|
|
80,000
|
|
||||
|
|
Total
|
$
|
8,686,034
|
|
(1)
|
$
|
8,713,000
|
|
|
$
|
9,895,847
|
|
(1)
|
$
|
9,856,000
|
|
|
(1)
|
Excludes $46,508 and $59,226 of deferred financing costs, net and other as of March 31, 2019 and December 31, 2018, respectively.
|
|
16.
|
Stock-based Compensation
|
|
17.
|
Interest and Other Investment Income (Loss), Net
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Increase (decrease) in fair value of marketable securities:
|
|
|
|
||||
|
Lexington (see page 24 for details)
|
$
|
16,068
|
|
|
$
|
(32,875
|
)
|
|
PREIT (see page 24 for details)
|
(15,649
|
)
|
|
—
|
|
||
|
Other
|
42
|
|
|
(111
|
)
|
||
|
|
461
|
|
|
(32,986
|
)
|
||
|
Interest on cash and cash equivalents and restricted cash
|
2,067
|
|
|
3,557
|
|
||
|
Interest on loans receivable
|
1,606
|
|
|
743
|
|
||
|
Dividends on marketable securities
|
—
|
|
|
3,353
|
|
||
|
Other, net
|
911
|
|
|
949
|
|
||
|
|
$
|
5,045
|
|
|
$
|
(24,384
|
)
|
|
18.
|
Interest and Debt Expense
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Interest expense(1)
|
$
|
117,647
|
|
|
$
|
94,788
|
|
|
Capitalized interest and debt expense
|
(23,325
|
)
|
|
(14,726
|
)
|
||
|
Amortization of deferred financing costs
|
8,141
|
|
|
8,104
|
|
||
|
|
$
|
102,463
|
|
|
$
|
88,166
|
|
|
(1)
|
Includes $22,540 debt prepayment costs in connection with the redemption of $400,000 5.00% senior unsecured notes which were scheduled to mature in January 2022.
|
|
19.
|
Income (Loss) Per Share/Income (Loss) Per Class A Unit
|
|
(Amounts in thousands, except per share amounts)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Numerator:
|
|
|
|
||||
|
Income from continuing operations, net of income attributable to noncontrolling interests
|
$
|
194,150
|
|
|
$
|
10,021
|
|
|
Loss from discontinued operations, net of income attributable to noncontrolling interests
|
(128
|
)
|
|
(341
|
)
|
||
|
Net income attributable to Vornado
|
194,022
|
|
|
9,680
|
|
||
|
Preferred share dividends
|
(12,534
|
)
|
|
(13,035
|
)
|
||
|
Preferred share issuance costs
|
—
|
|
|
(14,486
|
)
|
||
|
Net income (loss) attributable to common shareholders
|
181,488
|
|
|
(17,841
|
)
|
||
|
Earnings allocated to unvested participating securities
|
(19
|
)
|
|
(11
|
)
|
||
|
Numerator for basic income (loss) per share
|
181,469
|
|
|
(17,852
|
)
|
||
|
Impact of assumed conversions:
|
|
|
|
||||
|
Convertible preferred share dividends
|
15
|
|
|
—
|
|
||
|
Numerator for diluted income (loss) per share
|
$
|
181,484
|
|
|
$
|
(17,852
|
)
|
|
|
|
|
|
||||
|
Denominator:
|
|
|
|
||||
|
Denominator for basic income (loss) per share – weighted average shares
|
190,689
|
|
|
190,081
|
|
||
|
Effect of dilutive securities(1):
|
|
|
|
||||
|
Employee stock options and restricted share awards
|
271
|
|
|
—
|
|
||
|
Convertible preferred shares
|
36
|
|
|
—
|
|
||
|
Denominator for diluted income (loss) per share – weighted average shares and assumed conversions
|
190,996
|
|
|
190,081
|
|
||
|
|
|
|
|
||||
|
INCOME (LOSS) PER COMMON SHARE – BASIC:
|
|
|
|
||||
|
Income (loss) from continuing operations, net
|
$
|
0.95
|
|
|
$
|
(0.09
|
)
|
|
Net income (loss) per common share
|
$
|
0.95
|
|
|
$
|
(0.09
|
)
|
|
|
|
|
|
||||
|
INCOME (LOSS) PER COMMON SHARE – DILUTED:
|
|
|
|
||||
|
Income (loss) from continuing operations, net
|
$
|
0.95
|
|
|
$
|
(0.09
|
)
|
|
Net income (loss) per common share
|
$
|
0.95
|
|
|
$
|
(0.09
|
)
|
|
(1)
|
The effect of dilutive securities for the three months ended March 31, 2019 and 2018 excludes an aggregate of 12,525 and 13,334 weighted average common share equivalents, respectively, as their effect was anti-dilutive.
|
|
19.
|
Income (Loss) Per Share/Income (Loss) Per Class A Unit - continued
|
|
(Amounts in thousands, except per unit amounts)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Numerator:
|
|
|
|
||||
|
Income from continuing operations, net of income attributable to noncontrolling interests in consolidated subsidiaries
|
$
|
206,361
|
|
|
$
|
8,919
|
|
|
Loss from discontinued operations
|
(137
|
)
|
|
(363
|
)
|
||
|
Net income attributable to Vornado Realty L.P.
|
206,224
|
|
|
8,556
|
|
||
|
Preferred unit distributions
|
(12,575
|
)
|
|
(13,084
|
)
|
||
|
Preferred unit issuance costs
|
—
|
|
|
(14,486
|
)
|
||
|
Net income (loss) attributable to Class A unitholders
|
193,649
|
|
|
(19,014
|
)
|
||
|
Earnings allocated to unvested participating securities
|
(1,147
|
)
|
|
(771
|
)
|
||
|
Numerator for basic income (loss) per Class A unit
|
192,502
|
|
|
(19,785
|
)
|
||
|
Impact of assumed conversions:
|
|
|
|
||||
|
Convertible preferred unit distributions
|
15
|
|
|
—
|
|
||
|
Numerator for diluted income (loss) per Class A unit
|
$
|
192,517
|
|
|
$
|
(19,785
|
)
|
|
|
|
|
|
||||
|
Denominator:
|
|
|
|
||||
|
Denominator for basic income (loss) per Class A unit – weighted average units
|
202,772
|
|
|
201,929
|
|
||
|
Effect of dilutive securities(1):
|
|
|
|
||||
|
Vornado stock options and restricted unit awards
|
536
|
|
|
—
|
|
||
|
Convertible preferred units
|
36
|
|
|
—
|
|
||
|
Denominator for diluted income (loss) per Class A unit – weighted average units and assumed conversions
|
203,344
|
|
|
201,929
|
|
||
|
|
|
|
|
||||
|
INCOME (LOSS) PER CLASS A UNIT – BASIC:
|
|
|
|
||||
|
Income (loss) from continuing operations, net
|
$
|
0.95
|
|
|
$
|
(0.10
|
)
|
|
Net income (loss) per Class A unit
|
$
|
0.95
|
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
||||
|
INCOME (LOSS) PER CLASS A UNIT – DILUTED:
|
|
|
|
||||
|
Income (loss) from continuing operations, net
|
$
|
0.95
|
|
|
$
|
(0.10
|
)
|
|
Net income (loss) per Class A unit
|
$
|
0.95
|
|
|
$
|
(0.10
|
)
|
|
(1)
|
The effect of dilutive securities for the three months ended March 31, 2019 and 2018 excludes an aggregate of 177 and 1,446 weighted average Class A unit equivalents, respectively, as their effect was anti-dilutive.
|
|
20.
|
Leases
|
|
(Amounts in thousands)
|
As of March 31, 2019
|
||
|
For the remainder of 2019
|
$
|
1,977,372
|
|
|
For the year ended December 31,
|
|
||
|
2020
|
1,525,340
|
|
|
|
2021
|
1,492,760
|
|
|
|
2022
|
1,433,740
|
|
|
|
2023
|
1,298,470
|
|
|
|
2024
|
1,080,729
|
|
|
|
Thereafter
|
4,929,317
|
|
|
|
(Amounts in thousands)
|
As of December 31, 2018
|
||
|
For the year ended December 31,
|
|
||
|
2019
|
$
|
1,547,162
|
|
|
2020
|
1,510,097
|
|
|
|
2021
|
1,465,024
|
|
|
|
2022
|
1,407,615
|
|
|
|
2023
|
1,269,141
|
|
|
|
Thereafter
|
5,832,467
|
|
|
|
(Amounts in thousands)
|
For the
Three Months Ended March 31, 2019 |
||
|
Fixed lease revenues
|
$
|
414,877
|
|
|
Variable lease revenues
|
72,429
|
|
|
|
Lease revenues
|
$
|
487,306
|
|
|
(Amounts in thousands)
|
As of March 31, 2019
|
||
|
Weighted average remaining lease term (in years)
|
41.55
|
|
|
|
Weighted average discount rate
|
4.89
|
%
|
|
|
Cash paid for operating leases
|
$
|
6,111
|
|
|
(Amounts in thousands)
|
For the
Three Months Ended March 31, 2019 |
||
|
Fixed rent expense
|
$
|
10,626
|
|
|
Variable rent expense
|
620
|
|
|
|
Rent expense
|
$
|
11,246
|
|
|
(Amounts in thousands)
|
As of March 31, 2019
|
||
|
For the remainder of 2019
|
$
|
20,361
|
|
|
For the year ended December 31,
|
|
||
|
2020
|
28,352
|
|
|
|
2021
|
28,745
|
|
|
|
2022
|
29,646
|
|
|
|
2023
|
30,061
|
|
|
|
2024
|
30,495
|
|
|
|
Thereafter
|
1,037,252
|
|
|
|
Total undiscounted cash flows
|
1,204,912
|
|
|
|
Present value discount
|
(720,739
|
)
|
|
|
Lease liabilities
|
$
|
484,173
|
|
|
(Amounts in thousands)
|
As of March 31, 2019
|
||
|
For the remainder of 2019
|
$
|
6,822
|
|
|
For the year ended December 31,
|
|
||
|
2020
|
10,402
|
|
|
|
2021
|
7,229
|
|
|
|
2022
|
7,444
|
|
|
|
2023
|
7,809
|
|
|
|
2024
|
8,330
|
|
|
|
Thereafter
|
519,048
|
|
|
|
(Amounts in thousands)
|
As of December 31, 2018
|
||
|
For the year ended December 31,
|
|
||
|
2019
|
$
|
46,147
|
|
|
2020
|
45,258
|
|
|
|
2021
|
42,600
|
|
|
|
2022
|
43,840
|
|
|
|
2023
|
44,747
|
|
|
|
Thereafter
|
1,612,627
|
|
|
|
21.
|
Commitments and Contingencies
|
|
21.
|
Commitments and Contingencies - continued
|
|
22.
|
Segment Information
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Net income
|
$
|
213,044
|
|
|
$
|
282
|
|
|
|
|
|
|
||||
|
Deduct:
|
|
|
|
||||
|
(Income) loss from partially owned entities
|
(7,320
|
)
|
|
9,904
|
|
||
|
Interest and other investment (income) loss, net
|
(5,045
|
)
|
|
24,384
|
|
||
|
Net gains on disposition of wholly owned and partially owned assets
|
(220,294
|
)
|
|
—
|
|
||
|
NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(17,403
|
)
|
|
(17,312
|
)
|
||
|
|
|
|
|
||||
|
Add:
|
|
|
|
||||
|
Loss from real estate fund investments
|
167
|
|
|
8,807
|
|
||
|
Depreciation and amortization expense
|
116,709
|
|
|
108,686
|
|
||
|
General and administrative expense
|
58,020
|
|
|
42,533
|
|
||
|
Transaction related costs and other
|
149
|
|
|
13,156
|
|
||
|
NOI from partially owned entities
|
67,402
|
|
|
67,513
|
|
||
|
Interest and debt expense
|
102,463
|
|
|
88,166
|
|
||
|
Loss from discontinued operations
|
137
|
|
|
363
|
|
||
|
Income tax expense
|
29,743
|
|
|
2,554
|
|
||
|
NOI at share
|
337,772
|
|
|
349,036
|
|
||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
|
(5,181
|
)
|
|
(17,948
|
)
|
||
|
NOI at share - cash basis
|
$
|
332,591
|
|
|
$
|
331,088
|
|
|
22.
|
Segment Information - continued
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31, 2019
|
||||||||||
|
|
Total
|
|
New York
|
|
Other
|
||||||
|
Total revenues
|
$
|
534,668
|
|
|
$
|
443,285
|
|
|
$
|
91,383
|
|
|
Operating expenses
|
246,895
|
|
|
198,095
|
|
|
48,800
|
|
|||
|
NOI - consolidated
|
287,773
|
|
|
245,190
|
|
|
42,583
|
|
|||
|
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(17,403
|
)
|
|
(11,407
|
)
|
|
(5,996
|
)
|
|||
|
Add: NOI from partially owned entities
|
67,402
|
|
|
49,575
|
|
|
17,827
|
|
|||
|
NOI at share
|
337,772
|
|
|
283,358
|
|
|
54,414
|
|
|||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
|
(5,181
|
)
|
|
(6,618
|
)
|
|
1,437
|
|
|||
|
NOI at share - cash basis
|
$
|
332,591
|
|
|
$
|
276,740
|
|
|
$
|
55,851
|
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31, 2018
|
||||||||||
|
|
Total
|
|
New York
|
|
Other
|
||||||
|
Total revenues
|
$
|
536,437
|
|
|
$
|
448,484
|
|
|
$
|
87,953
|
|
|
Operating expenses
|
237,602
|
|
|
197,916
|
|
|
39,686
|
|
|||
|
NOI - consolidated
|
298,835
|
|
|
250,568
|
|
|
48,267
|
|
|||
|
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(17,312
|
)
|
|
(11,745
|
)
|
|
(5,567
|
)
|
|||
|
Add: NOI from partially owned entities
|
67,513
|
|
|
49,773
|
|
|
17,740
|
|
|||
|
NOI at share
|
349,036
|
|
|
288,596
|
|
|
60,440
|
|
|||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
|
(17,948
|
)
|
|
(17,323
|
)
|
|
(625
|
)
|
|||
|
NOI at share - cash basis
|
$
|
331,088
|
|
|
$
|
271,273
|
|
|
$
|
59,815
|
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Certain (income) expense items that impact net income (loss) attributable to common shareholders:
|
|
|
|
||||
|
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units
|
$
|
(130,954
|
)
|
|
$
|
—
|
|
|
Net gain from sale of Urban Edge Properties ("UE") common shares
|
(62,395
|
)
|
|
—
|
|
||
|
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022
|
22,540
|
|
|
—
|
|
||
|
Mark-to-market (increase) decrease in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)
|
(16,068
|
)
|
|
32,875
|
|
||
|
Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019)
|
15,649
|
|
|
—
|
|
||
|
Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation
|
—
|
|
|
23,503
|
|
||
|
Preferred share issuance costs
|
—
|
|
|
14,486
|
|
||
|
Previously capitalized internal leasing costs(1)
|
—
|
|
|
(1,348
|
)
|
||
|
Other
|
4,056
|
|
|
8,666
|
|
||
|
|
(167,172
|
)
|
|
78,182
|
|
||
|
Noncontrolling interests' share of above adjustments
|
10,498
|
|
|
(5,001
|
)
|
||
|
Total of certain (income) expense items that impact net income (loss) attributable to common shareholders
|
$
|
(156,674
|
)
|
|
$
|
73,181
|
|
|
(1)
|
The three months ended March 31, 2018 have been reduced by $1,348 for previously capitalized internal leasing cost to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
|
|
|
|
||||
|
After-tax net gain on sale of 220 CPS condominium units
|
$
|
(130,954
|
)
|
|
$
|
—
|
|
|
Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022
|
22,540
|
|
|
—
|
|
||
|
Our share of disputed additional New York City transfer taxes based on a Tax Tribunal interpretation
|
—
|
|
|
23,503
|
|
||
|
Preferred share issuance costs
|
—
|
|
|
14,486
|
|
||
|
Previously capitalized internal leasing costs(1)
|
—
|
|
|
(1,348
|
)
|
||
|
Other
|
4,110
|
|
|
3,607
|
|
||
|
|
(104,304
|
)
|
|
40,248
|
|
||
|
Noncontrolling interests' share of above adjustments
|
6,559
|
|
|
(2,341
|
)
|
||
|
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net
|
$
|
(97,745
|
)
|
|
$
|
37,907
|
|
|
(1)
|
The three months ended March 31, 2018 have been reduced by $1,348 for previously capitalized internal leasing cost to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.
|
|
|
|
Total
|
|
New York(1)
|
|
theMART
|
|
555 California Street
|
||||
|
Same store NOI at share % (decrease) increase:
|
|
|
|
|
|
|
|
|||||
|
|
Three months ended March 31, 2019 compared to March 31, 2018
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(4.3
|
)%
|
|
7.3
|
%
|
|
|
Three months ended March 31, 2019 compared to December 31, 2018
|
1.0
|
%
|
|
(3.0
|
)%
|
|
106.2
|
%
|
(2)
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
|
Same store NOI at share - cash basis % increase (decrease):
|
|
|
|
|
|
|
|
|||||
|
|
Three months ended March 31, 2019 compared to March 31, 2018
|
3.0
|
%
|
|
2.6
|
%
|
|
0.9
|
%
|
|
15.0
|
%
|
|
|
Three months ended March 31, 2019 compared to December 31, 2018
|
0.2
|
%
|
|
(4.2
|
)%
|
|
88.6
|
%
|
(2)
|
6.9
|
%
|
|
|
|
Increase
|
|
|
|
(1)
|
Excluding Hotel Pennsylvania, same store NOI at share % increase:
|
|
|
|
|
|
Three months ended March 31, 2019 compared to March 31, 2018
|
0.5
|
%
|
|
|
|
Three months ended March 31, 2019 compared to December 31, 2018
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase:
|
|
|
|
|
|
Three months ended March 31, 2019 compared to March 31, 2018
|
3.3
|
%
|
|
|
|
Three months ended March 31, 2019 compared to December 31, 2018
|
0.2
|
%
|
|
|
|
|
|
|
|
|
(2)
|
The three months ended December 31, 2018 includes an additional $12,124,000 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.
|
|||
|
(Square feet in thousands)
|
New York
|
|
|
|
|
|||||||||||
|
|
|
Office
|
|
Retail
|
|
theMART
|
|
555 California Street
|
||||||||
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|||||||||
|
|
Total square feet leased
|
396
|
|
|
49
|
|
|
159
|
|
|
61
|
|
||||
|
|
Our share of square feet leased:
|
350
|
|
|
43
|
|
|
159
|
|
|
43
|
|
||||
|
|
Initial rent(1)
|
$
|
75.91
|
|
|
$
|
113.37
|
|
|
$
|
46.67
|
|
|
$
|
81.05
|
|
|
|
Weighted average lease term (years)
|
9.0
|
|
|
3.4
|
|
|
7.0
|
|
|
5.1
|
|
||||
|
|
Second generation relet space:
|
|
|
|
|
|
|
|
||||||||
|
|
Square feet
|
312
|
|
|
38
|
|
|
157
|
|
|
43
|
|
||||
|
|
GAAP basis:
|
|
|
|
|
|
|
|
||||||||
|
|
Straight-line rent(2)
|
$
|
73.27
|
|
|
$
|
116.99
|
|
|
$
|
45.37
|
|
|
$
|
84.32
|
|
|
|
Prior straight-line rent
|
$
|
72.64
|
|
|
$
|
114.48
|
|
|
$
|
40.76
|
|
|
$
|
49.92
|
|
|
|
Percentage increase
|
0.9
|
%
|
|
2.2
|
%
|
|
11.3
|
%
|
|
68.9
|
%
|
||||
|
|
Cash basis:
|
|
|
|
|
|
|
|
||||||||
|
|
Initial rent(1)
|
$
|
74.43
|
|
|
$
|
115.36
|
|
|
$
|
46.59
|
|
|
$
|
81.05
|
|
|
|
Prior escalated rent
|
$
|
73.13
|
|
|
$
|
126.09
|
|
|
$
|
43.85
|
|
|
$
|
58.92
|
|
|
|
Percentage increase (decrease)
|
1.8
|
%
|
|
(8.5
|
)%
|
|
6.2
|
%
|
|
37.6
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Tenant improvements and leasing commissions:
|
|
|
|
|
|
|
|
||||||||
|
|
Per square foot
|
$
|
87.05
|
|
|
$
|
20.15
|
|
|
$
|
35.20
|
|
|
$
|
49.14
|
|
|
|
Per square foot per annum
|
$
|
9.67
|
|
|
$
|
5.93
|
|
|
$
|
5.03
|
|
|
$
|
9.64
|
|
|
|
Percentage of initial rent
|
12.7
|
%
|
|
5.2
|
%
|
|
10.8
|
%
|
|
11.9
|
%
|
||||
|
(1)
|
Represents the cash basis weighted average starting rent per square foot, which is generally indicative of market rents. Most leases include free rent and periodic step-ups in rent which are not included in the initial cash basis rent per square foot but are included in the GAAP basis straight-line rent per square foot.
|
|
(2)
|
Represents the GAAP basis weighted average rent per square foot that is recognized over the term of the respective leases, and includes the effect of free rent and periodic step-ups in rent.
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31, 2019
|
||||||||||
|
|
Total
|
|
New York
|
|
Other
|
||||||
|
Total revenues
|
$
|
534,668
|
|
|
$
|
443,285
|
|
|
$
|
91,383
|
|
|
Operating expenses
|
246,895
|
|
|
198,095
|
|
|
48,800
|
|
|||
|
NOI - consolidated
|
287,773
|
|
|
245,190
|
|
|
42,583
|
|
|||
|
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(17,403
|
)
|
|
(11,407
|
)
|
|
(5,996
|
)
|
|||
|
Add: NOI from partially owned entities
|
67,402
|
|
|
49,575
|
|
|
17,827
|
|
|||
|
NOI at share
|
337,772
|
|
|
283,358
|
|
|
54,414
|
|
|||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
|
(5,181
|
)
|
|
(6,618
|
)
|
|
1,437
|
|
|||
|
NOI at share - cash basis
|
$
|
332,591
|
|
|
$
|
276,740
|
|
|
$
|
55,851
|
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31, 2018
|
||||||||||
|
|
Total
|
|
New York
|
|
Other
|
||||||
|
Total revenues
|
$
|
536,437
|
|
|
$
|
448,484
|
|
|
$
|
87,953
|
|
|
Operating expenses
|
237,602
|
|
|
197,916
|
|
|
39,686
|
|
|||
|
NOI - consolidated
|
298,835
|
|
|
250,568
|
|
|
48,267
|
|
|||
|
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(17,312
|
)
|
|
(11,745
|
)
|
|
(5,567
|
)
|
|||
|
Add: NOI from partially owned entities
|
67,513
|
|
|
49,773
|
|
|
17,740
|
|
|||
|
NOI at share
|
349,036
|
|
|
288,596
|
|
|
60,440
|
|
|||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
|
(17,948
|
)
|
|
(17,323
|
)
|
|
(625
|
)
|
|||
|
NOI at share - cash basis
|
$
|
331,088
|
|
|
$
|
271,273
|
|
|
$
|
59,815
|
|
|
(1)
|
The three months ended March 31, 2018 includes $5,273 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018).
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
New York:
|
|
|
|
||||
|
Office
|
$
|
184,370
|
|
|
$
|
178,199
|
|
|
Retail
|
80,936
|
|
|
79,589
|
|
||
|
Residential
|
5,771
|
|
|
5,599
|
|
||
|
Alexander's
|
11,527
|
|
|
12,039
|
|
||
|
Hotel Pennsylvania
|
(5,864
|
)
|
|
(4,153
|
)
|
||
|
Total New York
|
276,740
|
|
|
271,273
|
|
||
|
|
|
|
|
||||
|
Other:
|
|
|
|
||||
|
theMART
|
24,912
|
|
|
27,079
|
|
||
|
555 California Street
|
14,745
|
|
|
12,826
|
|
||
|
Other investments(1)
|
16,194
|
|
|
19,910
|
|
||
|
Total Other
|
55,851
|
|
|
59,815
|
|
||
|
|
|
|
|
||||
|
NOI at share - cash basis
|
$
|
332,591
|
|
|
$
|
331,088
|
|
|
(1)
|
The three months ended March 31, 2018 includes $5,180 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018).
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Net income
|
$
|
213,044
|
|
|
$
|
282
|
|
|
|
|
|
|
||||
|
Deduct:
|
|
|
|
||||
|
(Income) loss from partially owned entities
|
(7,320
|
)
|
|
9,904
|
|
||
|
Interest and other investment (income) loss, net
|
(5,045
|
)
|
|
24,384
|
|
||
|
Net gains on disposition of wholly owned and partially owned assets
|
(220,294
|
)
|
|
—
|
|
||
|
NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(17,403
|
)
|
|
(17,312
|
)
|
||
|
|
|
|
|
||||
|
Add:
|
|
|
|
||||
|
Loss from real estate fund investments
|
167
|
|
|
8,807
|
|
||
|
Depreciation and amortization expense
|
116,709
|
|
|
108,686
|
|
||
|
General and administrative expense
|
58,020
|
|
|
42,533
|
|
||
|
Transaction related costs and other
|
149
|
|
|
13,156
|
|
||
|
NOI from partially owned entities
|
67,402
|
|
|
67,513
|
|
||
|
Interest and debt expense
|
102,463
|
|
|
88,166
|
|
||
|
Loss from discontinued operations
|
137
|
|
|
363
|
|
||
|
Income tax expense
|
29,743
|
|
|
2,554
|
|
||
|
NOI at share
|
337,772
|
|
|
349,036
|
|
||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other
|
(5,181
|
)
|
|
(17,948
|
)
|
||
|
NOI at share - cash basis
|
$
|
332,591
|
|
|
$
|
331,088
|
|
|
|
For the Three Months Ended March 31,
|
||||
|
|
2019
|
|
2018
|
||
|
Region:
|
|
|
|
||
|
New York City metropolitan area
|
88
|
%
|
|
88
|
%
|
|
Chicago, IL
|
7
|
%
|
|
8
|
%
|
|
San Francisco, CA
|
5
|
%
|
|
4
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
Other
|
||||||
|
(Decrease) increase due to:
|
|
|
|
|
|
||||||
|
Rental revenues:
|
|
|
|
|
|
||||||
|
Acquisitions, dispositions and other
|
$
|
(2,249
|
)
|
|
$
|
(1,962
|
)
|
|
$
|
(287
|
)
|
|
Development and redevelopment
|
(1,793
|
)
|
|
(1,859
|
)
|
|
66
|
|
|||
|
Hotel Pennsylvania
|
(1,869
|
)
|
|
(1,869
|
)
|
|
—
|
|
|||
|
Trade shows
|
(2,075
|
)
|
|
—
|
|
|
(2,075
|
)
|
|||
|
Same store operations
|
7,443
|
|
|
(509
|
)
|
|
7,952
|
|
|||
|
|
(543
|
)
|
|
(6,199
|
)
|
|
5,656
|
|
|||
|
Fee and other income:
|
|
|
|
|
|
||||||
|
BMS cleaning fees
|
1,430
|
|
|
1,604
|
|
|
(174
|
)
|
|||
|
Management and leasing fees
|
(527
|
)
|
|
(230
|
)
|
|
(297
|
)
|
|||
|
Lease termination fees
|
217
|
|
|
180
|
|
|
37
|
|
|||
|
Other income
|
(2,346
|
)
|
|
(554
|
)
|
|
(1,792
|
)
|
|||
|
|
(1,226
|
)
|
|
1,000
|
|
|
(2,226
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
Total (decrease) increase in revenues
|
$
|
(1,769
|
)
|
|
$
|
(5,199
|
)
|
|
$
|
3,430
|
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
Other
|
|||||||
|
Increase (decrease) due to:
|
|
|
|
|
|
|||||||
|
Operating:
|
|
|
|
|
|
|||||||
|
|
Acquisitions, dispositions and other
|
$
|
287
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
|
Development and redevelopment
|
(586
|
)
|
|
(762
|
)
|
|
176
|
|
|||
|
|
Non-reimbursable expenses
|
(3,591
|
)
|
|
(3,812
|
)
|
|
221
|
|
|||
|
|
Hotel Pennsylvania
|
(232
|
)
|
|
(232
|
)
|
|
—
|
|
|||
|
|
Trade shows
|
140
|
|
|
—
|
|
|
140
|
|
|||
|
|
BMS expenses
|
1,697
|
|
|
1,697
|
|
|
—
|
|
|||
|
|
Same store operations
|
11,578
|
|
|
3,001
|
|
|
8,577
|
|
|||
|
|
|
9,293
|
|
|
179
|
|
|
9,114
|
|
|||
|
Depreciation and amortization:
|
|
|
|
|
|
|||||||
|
|
Acquisitions, dispositions and other
|
72
|
|
|
72
|
|
|
—
|
|
|||
|
|
Development and redevelopment
|
(1,693
|
)
|
|
(1,710
|
)
|
|
17
|
|
|||
|
|
Same store operations
|
9,644
|
|
|
9,299
|
|
|
345
|
|
|||
|
|
|
8,023
|
|
|
7,661
|
|
|
362
|
|
|||
|
|
|
|
|
|
|
|||||||
|
General and administrative
|
15,487
|
|
(1)
|
5,448
|
|
|
10,039
|
|
||||
|
|
|
|
|
|
|
|
||||||
|
Expense from deferred compensation plan liability
|
5,837
|
|
|
—
|
|
|
5,837
|
|
||||
|
|
|
|
|
|
|
|
||||||
|
Transaction related costs and other
|
(13,007
|
)
|
|
(13,103
|
)
|
(2)
|
96
|
|
||||
|
|
|
|
|
|
|
|
||||||
|
Total increase in expenses
|
$
|
25,633
|
|
|
$
|
185
|
|
|
$
|
25,448
|
|
|
|
(1)
|
Primarily due to $16,211 of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement to participants who have reached 65 years of age. The right to sell such awards remains subject to original terms of grant. The increase in expense in the first quarter of 2019 will be completely offset by lower non-cash stock-based compensation expense of $2,578 in each of the second, third and fourth quarters of 2019 and $8,477 thereafter.
|
|
(2)
|
Disputed additional New York City real property transfer tax ("Transfer Tax") related to the December 2012 acquisition of Independence Plaza recorded in the first quarter of 2018. The joint venture, in which we have a 50.1% economic interest, that owns Independence Plaza recorded this expense based on the precedent established by the New York City Tax Appeals Tribunal (the "Tax Tribunal") decision regarding One Park Avenue. See Note 5 - Real Estate Fund Investments to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.
|
|
(Amounts in thousands)
|
Ownership
Percentage at March 31, 2019 |
|
For the Three Months Ended March 31,
|
|||||||
|
|
|
2019
|
|
2018
|
||||||
|
Our share of net income (loss):
|
|
|
|
|
|
|||||
|
Alexander's(1)
|
32.4%
|
|
$
|
6,774
|
|
|
$
|
(2,001
|
)
|
|
|
Partially owned office buildings(2)
|
Various
|
|
106
|
|
|
(4,283
|
)
|
|||
|
Other investments(3)
|
Various
|
|
440
|
|
|
(3,620
|
)
|
|||
|
|
|
|
$
|
7,320
|
|
|
$
|
(9,904
|
)
|
|
|
(1)
|
2018 includes our $7,708 share of Alexander’s disputed additional Transfer Tax related to the November 2012 sale of Kings Plaza Regional Shopping Center. Alexander's recorded this expense based on the precedent established by the Tax Tribunal decision regarding One Park Avenue. See Note 5 - Real Estate Fund Investments to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.
|
|
(2)
|
Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 7 West 34th Street, 330 Madison Avenue, 512 West 22nd Street, 85 Tenth Avenue and others. 2018 includes our $4,978 share of disputed additional Transfer Tax related to the March 2011 acquisition of One Park Avenue. See Note 5 - Real Estate Fund Investments to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding this matter.
|
|
(3)
|
Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), UE (sold on March 4, 2019), PREIT (accounted as a marketable security from March 12, 2019) and others.
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Net investment (loss) income
|
$
|
(267
|
)
|
|
$
|
2,734
|
|
|
Net unrealized gain on held investments
|
100
|
|
|
—
|
|
||
|
Transfer Tax
|
—
|
|
|
(10,630
|
)
|
||
|
Net realized loss on exited investments
|
—
|
|
|
(911
|
)
|
||
|
Loss from real estate fund investments
|
(167
|
)
|
|
(8,807
|
)
|
||
|
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries
|
(2,737
|
)
|
|
5,369
|
|
||
|
Loss from real estate fund investments attributable to the Operating Partnership
|
(2,904
|
)
|
|
(3,438
|
)
|
||
|
Less loss attributable to noncontrolling interests in the Operating Partnership
|
182
|
|
|
212
|
|
||
|
Loss from real estate fund investments attributable to Vornado
|
$
|
(2,722
|
)
|
|
$
|
(3,226
|
)
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
|
||||||
|
|
2019
|
|
2018
|
|
||||
|
Interest on cash and cash equivalents and restricted cash
|
$
|
2,067
|
|
|
$
|
3,557
|
|
|
|
Interest on loans receivable
|
1,606
|
|
|
743
|
|
|
||
|
Increase (decrease) in fair value of marketable securities
|
461
|
|
(1)
|
(32,986
|
)
|
(2)
|
||
|
Dividends on marketable securities
|
—
|
|
|
3,353
|
|
|
||
|
Other, net
|
911
|
|
|
949
|
|
|
||
|
|
$
|
5,045
|
|
|
$
|
(24,384
|
)
|
|
|
(1)
|
Primarily due to a $16,068 mark-to-market increase in fair value of our Lexington common shares through March 1, 2019, the date of sale of our investment, partially offset by a $15,649 decrease in the value of our investment in PREIT.
|
|
(2)
|
Primarily due to a $32,875 mark-to-market decrease in fair value of our Lexington common shares.
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
theMART
|
|
555 California Street
|
|
Other
|
|||||||||||
|
NOI at share for the three months ended March 31, 2019
|
$
|
337,772
|
|
|
$
|
283,358
|
|
|
$
|
23,523
|
|
|
$
|
14,501
|
|
|
$
|
16,390
|
|
|
|
|
Less NOI at share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Acquisitions
|
(227
|
)
|
|
(227
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Dispositions
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Development properties
|
(11,710
|
)
|
|
(11,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
|
1,902
|
|
|
1,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Other non-same store income, net
|
(18,779
|
)
|
|
(558
|
)
|
|
(1,831
|
)
|
|
—
|
|
|
(16,390
|
)
|
|||||
|
Same store NOI at share for the three months ended March 31, 2019
|
$
|
308,960
|
|
|
$
|
272,767
|
|
|
$
|
21,692
|
|
|
$
|
14,501
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
NOI at share for the three months ended March 31, 2018
|
$
|
349,036
|
|
|
$
|
288,596
|
|
|
$
|
26,875
|
|
|
$
|
13,511
|
|
|
$
|
20,054
|
|
|
|
|
Less NOI at share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Acquisitions
|
(121
|
)
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Dispositions
|
(62
|
)
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Development properties
|
(13,686
|
)
|
|
(13,686
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
|
(1,127
|
)
|
|
(1,127
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Other non-same store income, net
|
(24,805
|
)
|
|
(551
|
)
|
|
(4,200
|
)
|
|
—
|
|
|
(20,054
|
)
|
|||||
|
Same store NOI at share for the three months ended March 31, 2018
|
$
|
309,235
|
|
|
$
|
273,049
|
|
|
$
|
22,675
|
|
|
$
|
13,511
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
(Decrease) increase in same store NOI at share for the three months ended March 31, 2019 compared to March 31, 2018
|
$
|
(275
|
)
|
|
$
|
(282
|
)
|
|
$
|
(983
|
)
|
|
$
|
990
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
% (decrease) increase in same store NOI at share
|
(0.1
|
)%
|
|
(0.1
|
)%
|
(1)
|
(4.3
|
)%
|
|
7.3
|
%
|
|
—
|
%
|
||||||
|
(1)
|
Excluding Hotel Pennsylvania, same store NOI at share increased by 0.5%.
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
theMART
|
|
555 California Street
|
|
Other
|
|||||||||||
|
NOI at share - cash basis for the three months ended March 31, 2019
|
$
|
332,591
|
|
|
$
|
276,740
|
|
|
$
|
24,912
|
|
|
$
|
14,745
|
|
|
$
|
16,194
|
|
|
|
|
Less NOI at share - cash basis from:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Acquisitions
|
(228
|
)
|
|
(228
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Dispositions
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Development properties
|
(14,286
|
)
|
|
(14,286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Lease termination income
|
(429
|
)
|
|
(429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Other non-same store income, net
|
(18,585
|
)
|
|
(560
|
)
|
|
(1,831
|
)
|
|
—
|
|
|
(16,194
|
)
|
|||||
|
Same store NOI at share - cash basis for the three months ended March 31, 2019
|
$
|
299,065
|
|
|
$
|
261,239
|
|
|
$
|
23,081
|
|
|
$
|
14,745
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
NOI at share - cash basis for the three months ended March 31, 2018
|
$
|
331,088
|
|
|
$
|
271,273
|
|
|
$
|
27,079
|
|
|
$
|
12,826
|
|
|
$
|
19,910
|
|
|
|
|
Less NOI at share - cash basis from:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Acquisitions
|
(121
|
)
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Dispositions
|
(65
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Development properties
|
(14,945
|
)
|
|
(14,945
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Lease termination income
|
(1,061
|
)
|
|
(1,061
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Other non-same store income, net
|
(24,661
|
)
|
|
(551
|
)
|
|
(4,200
|
)
|
|
—
|
|
|
(19,910
|
)
|
|||||
|
Same store NOI at share - cash basis for the three months ended March 31, 2018
|
$
|
290,235
|
|
|
$
|
254,530
|
|
|
$
|
22,879
|
|
|
$
|
12,826
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Increase (decrease) in same store NOI at share - cash basis for the three months ended March 31, 2019 compared to March 31, 2018
|
$
|
8,830
|
|
|
$
|
6,709
|
|
|
$
|
202
|
|
|
$
|
1,919
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
% increase (decrease) in same store NOI at share - cash basis
|
3.0
|
%
|
|
2.6
|
%
|
(1)
|
0.9
|
%
|
|
15.0
|
%
|
|
—
|
%
|
||||||
|
(1)
|
Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 3.3%.
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31, 2019
|
||||||||||
|
|
Total
|
|
New York
|
|
Other
|
||||||
|
Total revenues
|
$
|
534,668
|
|
|
$
|
443,285
|
|
|
$
|
91,383
|
|
|
Operating expenses
|
246,895
|
|
|
198,095
|
|
|
48,800
|
|
|||
|
NOI - consolidated
|
287,773
|
|
|
245,190
|
|
|
42,583
|
|
|||
|
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(17,403
|
)
|
|
(11,407
|
)
|
|
(5,996
|
)
|
|||
|
Add: NOI from partially owned entities
|
67,402
|
|
|
49,575
|
|
|
17,827
|
|
|||
|
NOI at share
|
337,772
|
|
|
283,358
|
|
|
54,414
|
|
|||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
|
(5,181
|
)
|
|
(6,618
|
)
|
|
1,437
|
|
|||
|
NOI at share - cash basis
|
$
|
332,591
|
|
|
$
|
276,740
|
|
|
$
|
55,851
|
|
|
(Amounts in thousands)
|
For the Three Months Ended December 31, 2018
|
||||||||||
|
|
Total
|
|
New York
|
|
Other
|
||||||
|
Total revenues
|
$
|
543,417
|
|
|
$
|
466,554
|
|
|
$
|
76,863
|
|
|
Operating expenses
|
254,320
|
|
|
206,696
|
|
|
47,624
|
|
|||
|
NOI - consolidated
|
289,097
|
|
|
259,858
|
|
|
29,239
|
|
|||
|
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(19,771
|
)
|
|
(13,837
|
)
|
|
(5,934
|
)
|
|||
|
Add: NOI from partially owned entities
|
60,205
|
|
|
49,178
|
|
|
11,027
|
|
|||
|
NOI at share
|
329,531
|
|
|
295,199
|
|
|
34,332
|
|
|||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
|
(5,532
|
)
|
|
(6,266
|
)
|
|
734
|
|
|||
|
NOI at share - cash basis
|
$
|
323,999
|
|
|
$
|
288,933
|
|
|
$
|
35,066
|
|
|
(Amounts in thousands)
|
For the Three Months Ended
|
|
||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
|
||||
|
New York:
|
|
|
|
|
||||
|
Office
|
$
|
183,540
|
|
|
$
|
186,832
|
|
|
|
Retail
|
88,267
|
|
|
85,549
|
|
|
||
|
Residential
|
6,045
|
|
|
5,834
|
|
|
||
|
Alexander's
|
11,322
|
|
|
11,023
|
|
|
||
|
Hotel Pennsylvania
|
(5,816
|
)
|
|
5,961
|
|
|
||
|
Total New York
|
283,358
|
|
|
295,199
|
|
|
||
|
|
|
|
|
|
||||
|
Other:
|
|
|
|
|
||||
|
theMART
|
23,523
|
|
|
10,981
|
|
(1)
|
||
|
555 California Street
|
14,501
|
|
|
14,005
|
|
|
||
|
Other investments
|
16,390
|
|
|
9,346
|
|
|
||
|
Total Other
|
54,414
|
|
|
34,332
|
|
|
||
|
|
|
|
|
|
||||
|
NOI at share
|
$
|
337,772
|
|
|
$
|
329,531
|
|
|
|
(1)
|
The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.
|
|
(Amounts in thousands)
|
For the Three Months Ended
|
|
||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
|
||||
|
New York:
|
|
|
|
|
||||
|
Office
|
$
|
184,370
|
|
|
$
|
185,624
|
|
|
|
Retail
|
80,936
|
|
|
80,515
|
|
|
||
|
Residential
|
5,771
|
|
|
5,656
|
|
|
||
|
Alexander's
|
11,527
|
|
|
11,129
|
|
|
||
|
Hotel Pennsylvania
|
(5,864
|
)
|
|
6,009
|
|
|
||
|
Total New York
|
276,740
|
|
|
288,933
|
|
|
||
|
|
|
|
|
|
||||
|
Other:
|
|
|
|
|
||||
|
theMART
|
24,912
|
|
|
12,758
|
|
(1)
|
||
|
555 California Street
|
14,745
|
|
|
13,784
|
|
|
||
|
Other investments
|
16,194
|
|
|
8,524
|
|
|
||
|
Total Other
|
55,851
|
|
|
35,066
|
|
|
||
|
|
|
|
|
|
||||
|
NOI at share - cash basis
|
$
|
332,591
|
|
|
$
|
323,999
|
|
|
|
(1)
|
The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.
|
|
(Amounts in thousands)
|
For the Three Months Ended
|
||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
Net income
|
$
|
213,044
|
|
|
$
|
97,821
|
|
|
|
|
|
|
||||
|
Deduct:
|
|
|
|
||||
|
Income from partially owned entities
|
(7,320
|
)
|
|
(3,090
|
)
|
||
|
Interest and other investment income, net
|
(5,045
|
)
|
|
(7,656
|
)
|
||
|
Net gains on disposition of wholly owned and partially owned assets
|
(220,294
|
)
|
|
(81,203
|
)
|
||
|
Purchase price fair value adjustment
|
—
|
|
|
(44,060
|
)
|
||
|
NOI attributable to noncontrolling interests in consolidated subsidiaries
|
(17,403
|
)
|
|
(19,771
|
)
|
||
|
|
|
|
|
||||
|
Add:
|
|
|
|
||||
|
Loss from real estate fund investments
|
167
|
|
|
51,258
|
|
||
|
Depreciation and amortization expense
|
116,709
|
|
|
112,869
|
|
||
|
General and administrative expense
|
58,020
|
|
|
32,934
|
|
||
|
Transaction related costs, impairment loss and other
|
149
|
|
|
14,637
|
|
||
|
NOI from partially owned entities
|
67,402
|
|
|
60,205
|
|
||
|
Interest and debt expense
|
102,463
|
|
|
83,175
|
|
||
|
Loss (income) from discontinued operations
|
137
|
|
|
(257
|
)
|
||
|
Income tax expense
|
29,743
|
|
|
32,669
|
|
||
|
NOI at share
|
337,772
|
|
|
329,531
|
|
||
|
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
|
(5,181
|
)
|
|
(5,532
|
)
|
||
|
NOI at share - cash basis
|
$
|
332,591
|
|
|
$
|
323,999
|
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
theMART
|
|
555 California Street
|
|
Other
|
|||||||||||
|
NOI at share for the three months ended March 31, 2019
|
$
|
337,772
|
|
|
$
|
283,358
|
|
|
$
|
23,523
|
|
|
$
|
14,501
|
|
|
$
|
16,390
|
|
|
|
|
Less NOI at share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Dispositions
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Development properties
|
(11,710
|
)
|
|
(11,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
|
1,902
|
|
|
1,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Other non-same store income, net
|
(18,780
|
)
|
|
(559
|
)
|
|
(1,831
|
)
|
|
—
|
|
|
(16,390
|
)
|
|||||
|
Same store NOI at share for the three months ended March 31, 2019
|
$
|
309,186
|
|
|
$
|
272,993
|
|
|
$
|
21,692
|
|
|
$
|
14,501
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
NOI at share for the three months ended December 31, 2018
|
$
|
329,531
|
|
|
$
|
295,199
|
|
|
$
|
10,981
|
|
|
$
|
14,005
|
|
|
$
|
9,346
|
|
|
|
|
Less NOI at share from:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Dispositions
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Development properties
|
(12,986
|
)
|
|
(13,000
|
)
|
|
—
|
|
|
14
|
|
|
—
|
|
|||||
|
|
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
|
(95
|
)
|
|
368
|
|
|
(463
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
Other non-same store income, net
|
(10,414
|
)
|
|
(1,068
|
)
|
|
—
|
|
|
—
|
|
|
(9,346
|
)
|
|||||
|
Same store NOI at share for the three months ended December 31, 2018
|
$
|
306,055
|
|
|
$
|
281,518
|
|
|
$
|
10,518
|
|
|
$
|
14,019
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Increase (decrease) in same store NOI at share for the three months ended March 31, 2019 compared to December 31, 2018
|
$
|
3,131
|
|
|
$
|
(8,525
|
)
|
|
$
|
11,174
|
|
|
$
|
482
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
% increase (decrease) in same store NOI at share
|
1.0
|
%
|
|
(3.0
|
)%
|
(1)
|
106.2
|
%
|
(2)
|
3.4
|
%
|
|
—
|
%
|
||||||
|
(1)
|
Excluding Hotel Pennsylvania, same store NOI at share increased by 1.2%.
|
|
(2)
|
The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
theMART
|
|
555 California Street
|
|
Other
|
|||||||||||
|
NOI at share - cash basis for the three months ended March 31, 2019
|
$
|
332,591
|
|
|
$
|
276,740
|
|
|
$
|
24,912
|
|
|
$
|
14,745
|
|
|
$
|
16,194
|
|
|
|
|
Less NOI at share - cash basis from:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Dispositions
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Development properties
|
(14,286
|
)
|
|
(14,286
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Lease termination income
|
(429
|
)
|
|
(429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Other non-same store income, net
|
(18,585
|
)
|
|
(560
|
)
|
|
(1,831
|
)
|
|
—
|
|
|
(16,194
|
)
|
|||||
|
Same store NOI at share - cash basis for the three months ended March 31, 2019
|
$
|
299,293
|
|
|
$
|
261,467
|
|
|
$
|
23,081
|
|
|
$
|
14,745
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
NOI at share - cash basis for the three months ended December 31, 2018
|
$
|
323,999
|
|
|
$
|
288,933
|
|
|
$
|
12,758
|
|
|
$
|
13,784
|
|
|
$
|
8,524
|
|
|
|
|
Less NOI at share - cash basis from:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Dispositions
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Development properties
|
(15,041
|
)
|
|
(15,055
|
)
|
|
—
|
|
|
14
|
|
|
—
|
|
|||||
|
|
Lease termination income
|
(563
|
)
|
|
(43
|
)
|
|
(520
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
Other non-same store income, net
|
(9,590
|
)
|
|
(1,066
|
)
|
|
—
|
|
|
—
|
|
|
(8,524
|
)
|
|||||
|
Same store NOI at share - cash basis for the three months ended December 31, 2018
|
$
|
298,824
|
|
|
$
|
272,788
|
|
|
$
|
12,238
|
|
|
$
|
13,798
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Increase (decrease) in same store NOI at share - cash basis for the three months ended March 31, 2019 compared to December 31, 2018
|
$
|
469
|
|
|
$
|
(11,321
|
)
|
|
$
|
10,843
|
|
|
$
|
947
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
% increase (decrease) in same store NOI at share - cash basis
|
0.2
|
%
|
|
(4.2
|
)%
|
(1)
|
88.6
|
%
|
(2)
|
6.9
|
%
|
|
—
|
%
|
||||||
|
(1)
|
Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 0.2%.
|
|
(2)
|
The three months ended December 31, 2018 includes an additional $12,124 real estate tax expense accrual due to an increase in the tax-assessed value of theMART.
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
|
(Decrease) Increase in Cash Flow
|
||||||||
|
|
2019
|
|
2018
|
|
|||||||
|
Net cash provided by operating activities
|
$
|
64,118
|
|
|
$
|
265,418
|
|
|
$
|
(201,300
|
)
|
|
Net cash provided by (used in) investing activities
|
403,294
|
|
|
(190,620
|
)
|
|
593,914
|
|
|||
|
Net cash used in financing activities
|
(274,683
|
)
|
|
(571,542
|
)
|
|
296,859
|
|
|||
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
in Cash Flow
|
||||||||
|
|
2019
|
|
2018
|
|
|||||||
|
Proceeds from sale of condominium units at 220 Central Park South
|
$
|
425,484
|
|
|
$
|
—
|
|
|
$
|
425,484
|
|
|
Proceeds from sales of marketable securities
|
167,755
|
|
|
—
|
|
|
167,755
|
|
|||
|
Development costs and construction in progress
|
(143,302
|
)
|
|
(86,808
|
)
|
|
(56,494
|
)
|
|||
|
Moynihan Train Hall expenditures
|
(123,533
|
)
|
|
—
|
|
|
(123,533
|
)
|
|||
|
Proceeds from sale of real estate and related investment
|
108,512
|
|
|
—
|
|
|
108,512
|
|
|||
|
Additions to real estate
|
(55,759
|
)
|
|
(54,284
|
)
|
|
(1,475
|
)
|
|||
|
Distributions of capital from partially owned entities
|
24,851
|
|
|
2,086
|
|
|
22,765
|
|
|||
|
Investments in partially owned entities
|
(918
|
)
|
|
(7,519
|
)
|
|
6,601
|
|
|||
|
Proceeds from repayments of loans receivable
|
204
|
|
|
—
|
|
|
204
|
|
|||
|
Acquisitions of real estate and other
|
—
|
|
|
(44,095
|
)
|
|
44,095
|
|
|||
|
Net cash provided by (used in) investing activities
|
$
|
403,294
|
|
|
$
|
(190,620
|
)
|
|
$
|
593,914
|
|
|
(Amounts in thousands)
|
For the Three Months Ended March 31,
|
|
(Decrease) Increase
in Cash Flow
|
||||||||
|
|
2019
|
|
2018
|
|
|||||||
|
Repayments of borrowings
|
$
|
(686,555
|
)
|
|
$
|
(144,822
|
)
|
|
$
|
(541,733
|
)
|
|
Proceeds from borrowings
|
456,741
|
|
|
185,701
|
|
|
271,040
|
|
|||
|
Dividends paid on common shares/Distributions to Vornado
|
(125,876
|
)
|
|
(119,764
|
)
|
|
(6,112
|
)
|
|||
|
Moynihan Train Hall reimbursement from Empire State Development
|
123,533
|
|
|
—
|
|
|
123,533
|
|
|||
|
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries
|
(16,252
|
)
|
|
(13,266
|
)
|
|
(2,986
|
)
|
|||
|
Dividends paid on preferred shares/Distributions to preferred unitholders
|
(12,534
|
)
|
|
(16,628
|
)
|
|
4,094
|
|
|||
|
Debt issuance costs
|
(10,860
|
)
|
|
(3,300
|
)
|
|
(7,560
|
)
|
|||
|
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other
|
(8,692
|
)
|
|
(784
|
)
|
|
(7,908
|
)
|
|||
|
Contributions from noncontrolling interests in consolidated subsidiaries
|
5,194
|
|
|
8,370
|
|
|
(3,176
|
)
|
|||
|
Proceeds received from exercise of Vornado stock options and other
|
1,511
|
|
|
3,769
|
|
|
(2,258
|
)
|
|||
|
Redemption of preferred shares/units
|
(893
|
)
|
|
(470,000
|
)
|
|
469,107
|
|
|||
|
Debt prepayment and extinguishment costs
|
—
|
|
|
(818
|
)
|
|
818
|
|
|||
|
Net cash used in financing activities
|
$
|
(274,683
|
)
|
|
$
|
(571,542
|
)
|
|
$
|
296,859
|
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
theMART
|
|
555 California
Street
|
||||||||
|
Expenditures to maintain assets
|
$
|
26,377
|
|
|
$
|
24,106
|
|
|
$
|
2,019
|
|
|
$
|
252
|
|
|
Tenant improvements
|
9,479
|
|
|
8,462
|
|
|
1,015
|
|
|
2
|
|
||||
|
Leasing commissions
|
5,122
|
|
|
5,122
|
|
|
—
|
|
|
—
|
|
||||
|
Recurring tenant improvements, leasing commissions and other capital expenditures
|
40,978
|
|
|
37,690
|
|
|
3,034
|
|
|
254
|
|
||||
|
Non-recurring capital expenditures
|
12,704
|
|
|
12,622
|
|
|
74
|
|
|
8
|
|
||||
|
Total capital expenditures and leasing commissions
|
$
|
53,682
|
|
|
$
|
50,312
|
|
|
$
|
3,108
|
|
|
$
|
262
|
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
theMART
|
|
555 California
Street
|
|
Other
|
||||||||||
|
220 Central Park South
|
$
|
54,623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,623
|
|
|
Farley Office and Retail Building
|
51,506
|
|
|
51,506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
606 Broadway
|
4,980
|
|
|
4,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
PENN1
|
4,941
|
|
|
4,941
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
345 Montgomery Street
|
3,250
|
|
|
—
|
|
|
—
|
|
|
3,250
|
|
|
—
|
|
|||||
|
1535 Broadway
|
1,031
|
|
|
1,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other
|
22,971
|
|
|
20,018
|
|
|
686
|
|
|
1,388
|
|
|
879
|
|
|||||
|
|
$
|
143,302
|
|
|
$
|
82,476
|
|
|
$
|
686
|
|
|
$
|
4,638
|
|
|
$
|
55,502
|
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
theMART
|
|
555 California
Street
|
||||||||
|
Expenditures to maintain assets
|
$
|
20,544
|
|
|
$
|
13,593
|
|
|
$
|
2,517
|
|
|
$
|
4,434
|
|
|
Tenant improvements
|
20,188
|
|
|
16,323
|
|
|
2,044
|
|
|
1,821
|
|
||||
|
Leasing commissions
|
7,813
|
|
|
7,813
|
|
|
—
|
|
|
—
|
|
||||
|
Recurring tenant improvements, leasing commissions and other capital expenditures
|
48,545
|
|
|
37,729
|
|
|
4,561
|
|
|
6,255
|
|
||||
|
Non-recurring capital expenditures
|
10,699
|
|
|
7,524
|
|
|
—
|
|
|
3,175
|
|
||||
|
Total capital expenditures and leasing commissions
|
$
|
59,244
|
|
|
$
|
45,253
|
|
|
$
|
4,561
|
|
|
$
|
9,430
|
|
|
(Amounts in thousands)
|
Total
|
|
New York
|
|
theMART
|
|
555 California
Street
|
|
Other
|
||||||||||
|
220 Central Park South
|
$
|
75,239
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75,239
|
|
|
606 Broadway
|
4,791
|
|
|
4,791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
345 Montgomery Street
|
2,196
|
|
|
—
|
|
|
—
|
|
|
2,196
|
|
|
—
|
|
|||||
|
PENN1
|
926
|
|
|
926
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Other
|
3,656
|
|
|
3,098
|
|
|
265
|
|
|
134
|
|
|
159
|
|
|||||
|
|
$
|
86,808
|
|
|
$
|
8,815
|
|
|
$
|
265
|
|
|
$
|
2,330
|
|
|
$
|
75,398
|
|
|
(Amounts in thousands, except per share amounts)
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Reconciliation of our net income (loss) attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
|
|
|
|
||||
|
Net income (loss) attributable to common shareholders
|
$
|
181,488
|
|
|
$
|
(17,841
|
)
|
|
Per diluted share
|
$
|
0.95
|
|
|
$
|
(0.09
|
)
|
|
|
|
|
|
||||
|
FFO adjustments:
|
|
|
|
||||
|
Depreciation and amortization of real property
|
$
|
108,483
|
|
|
$
|
100,410
|
|
|
Net gain from sale of UE common shares
|
(62,395
|
)
|
|
—
|
|
||
|
(Increase) decrease in fair value of marketable securities:
|
|
|
|
|
|
||
|
Lexington
|
(16,068
|
)
|
|
32,875
|
|
||
|
PREIT
|
15,649
|
|
|
—
|
|
||
|
Other
|
(42
|
)
|
|
111
|
|
||
|
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:
|
|
|
|
||||
|
Depreciation and amortization of real property
|
24,990
|
|
|
28,106
|
|
||
|
Net gains on sale of real estate
|
—
|
|
|
(305
|
)
|
||
|
(Increase) decrease in fair value of marketable securities
|
(12
|
)
|
|
1,674
|
|
||
|
|
70,605
|
|
|
162,871
|
|
||
|
Noncontrolling interests' share of above adjustments
|
(4,424
|
)
|
|
(10,046
|
)
|
||
|
FFO adjustments, net
|
$
|
66,181
|
|
|
$
|
152,825
|
|
|
|
|
|
|
||||
|
FFO attributable to common shareholders
|
$
|
247,669
|
|
|
$
|
134,984
|
|
|
Convertible preferred share dividends
|
15
|
|
|
16
|
|
||
|
FFO attributable to common shareholders plus assumed conversions
|
$
|
247,684
|
|
|
$
|
135,000
|
|
|
Per diluted share
|
$
|
1.30
|
|
|
$
|
0.71
|
|
|
|
|
|
|
||||
|
Reconciliation of Weighted Average Shares
|
|
|
|
||||
|
Weighted average common shares outstanding
|
190,689
|
|
|
190,081
|
|
||
|
Effect of dilutive securities:
|
|
|
|
||||
|
Employee stock options and restricted share awards
|
271
|
|
|
938
|
|
||
|
Convertible preferred shares
|
36
|
|
|
38
|
|
||
|
Denominator for FFO per diluted share
|
190,996
|
|
|
191,057
|
|
||
|
(Amounts in thousands, except per share and per unit amounts)
|
2019
|
|
2018
|
||||||||||||
|
|
March 31,
Balance |
|
Weighted
Average
Interest Rate
|
|
Effect of 1%
Change In
Base Rates
|
|
December 31,
Balance
|
|
Weighted
Average
Interest Rate
|
||||||
|
Consolidated debt:
|
|
|
|
|
|
|
|
|
|
||||||
|
Variable rate
|
$
|
2,475,508
|
|
|
4.04%
|
|
$
|
24,755
|
|
|
$
|
3,292,382
|
|
|
4.31%
|
|
Fixed rate
|
6,210,526
|
|
|
3.65%
|
|
—
|
|
|
6,603,465
|
|
|
3.65%
|
|||
|
|
$
|
8,686,034
|
|
|
3.76%
|
|
24,755
|
|
|
$
|
9,895,847
|
|
|
3.87%
|
|
|
Pro rata share of debt of non-consolidated entities(1)(2):
|
|
|
|
|
|
|
|
|
|
||||||
|
Variable rate
|
$
|
1,266,752
|
|
|
4.10%
|
|
12,668
|
|
|
$
|
1,237,388
|
|
|
4.06%
|
|
|
Fixed rate
|
1,192,648
|
|
|
4.23%
|
|
—
|
|
|
1,382,068
|
|
|
4.19%
|
|||
|
|
$
|
2,459,400
|
|
|
4.16%
|
|
12,668
|
|
|
$
|
2,619,456
|
|
|
4.13%
|
|
|
Noncontrolling interests' share of consolidated subsidiaries
|
|
|
|
|
(282
|
)
|
|
|
|
|
|||||
|
Total change in annual net income attributable to the Operating Partnership
|
|
|
|
|
37,141
|
|
|
|
|
|
|||||
|
Noncontrolling interests’ share of the Operating Partnership
|
|
|
|
|
(2,332
|
)
|
|
|
|
|
|||||
|
Total change in annual net income attributable to Vornado
|
|
|
|
|
$
|
34,809
|
|
|
|
|
|
||||
|
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit
|
|
|
|
|
$
|
0.18
|
|
|
|
|
|
||||
|
Total change in annual net income attributable to Vornado per diluted share
|
|
|
|
|
$
|
0.19
|
|
|
|
|
|
||||
|
(2)
|
Our pro rata share of debt of non-consolidated entities as of March 31, 2019 and December 31, 2018 is net of our $63,409 share of Alexander's participation in its Rego Park II shopping center mortgage loan which is considered partially extinguished as the participation interest is a reacquisition of debt.
|
|
EXHIBIT INDEX
|
|
|||
|
Exhibit No.
|
|
|
|
|
|
|
—
|
Second Amended and Restated Revolving Credit Agreement dated as of March 26, 2019, among Vornado Realty L.P., as Borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and JPMorgan Chase Bank N.A., as Administrative Agent for the Banks.
|
|
|
|
|
—
|
Letter regarding Unaudited Interim Financial Information of Vornado Realty Trust
|
|
|
|
|
—
|
Letter regarding Unaudited Interim Financial Information of Vornado Realty L.P.
|
|
|
|
|
—
|
Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty Trust
|
|
|
|
|
—
|
Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty Trust
|
|
|
|
|
—
|
Rule 13a-14 (a) Certification of the Chief Executive Officer of Vornado Realty L.P.
|
|
|
|
|
—
|
Rule 13a-14 (a) Certification of the Chief Financial Officer of Vornado Realty L.P.
|
|
|
|
|
—
|
Section 1350 Certification of the Chief Executive Officer of Vornado Realty Trust
|
|
|
|
|
—
|
Section 1350 Certification of the Chief Financial Officer of Vornado Realty Trust
|
|
|
|
|
—
|
Section 1350 Certification of the Chief Executive Officer of Vornado Realty L.P.
|
|
|
|
|
—
|
Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
|
|
|
|
101.INS
|
|
—
|
XBRL Instance Document of Vornado Realty Trust and Vornado Realty L.P. - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
101.SCH
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—
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XBRL Taxonomy Extension Schema of Vornado Realty Trust and Vornado Realty L.P.
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101.CAL
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—
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XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
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101.DEF
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—
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XBRL Taxonomy Extension Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P.
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101.LAB
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—
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XBRL Taxonomy Extension Label Linkbase of Vornado Realty Trust and Vornado Realty L.P.
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101.PRE
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—
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XBRL Taxonomy Extension Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P.
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VORNADO REALTY TRUST
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(Registrant)
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Date: April 29, 2019
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By:
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/s/ Matthew Iocco
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Matthew Iocco, Chief Accounting Officer (duly
authorized officer and principal accounting officer)
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VORNADO REALTY L.P.
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(Registrant)
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Date: April 29, 2019
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By:
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/s/ Matthew Iocco
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Matthew Iocco, Chief Accounting Officer of Vornado
Realty Trust, sole General Partner of Vornado Realty
L.P. (duly authorized officer and principal accounting
officer)
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TABLE OF CONTENTS
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Page
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ARTICLE I DEFINITIONS; ETC.
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1
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1
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Section 1.02. Accounting Terms
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25
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26
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26
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Section 1.05. Interest Rates; LIBOR Notification
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26
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ARTICLE II THE LOANS
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27
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Section 2.01. Ratable Loans; Bid Rate Loans
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27
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28
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31
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31
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32
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32
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33
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33
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34
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34
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35
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35
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36
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36
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36
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37
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39
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Section 2.18. Extension Option
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45
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ARTICLE III YIELD PROTECTION; ILLEGALITY; ETC.
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45
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Section 3.01. Additional Costs
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45
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Section 3.02. Alternate Rate of Interest
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46
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Section 3.03. Illegality
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48
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48
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49
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49
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50
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51
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ARTICLE IV CONDITIONS PRECEDENT
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52
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Section 4.01. Conditions Precedent to the Loans
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52
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54
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54
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ARTICLE V REPRESENTATIONS AND WARRANTIES
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55
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55
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-i-
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TABLE OF CONTENTS
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Page
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55
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55
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55
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56
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56
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56
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56
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56
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Section 5.10. No default on Outstanding Judgments or Orders
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57
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57
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57
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Section 5.13. Environmental Protection
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57
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58
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Section 5.15. Financial Statements
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58
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58
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58
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Section 5.18. Accuracy of Information; Full Disclosure
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58
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Section 5.19. Use of Proceeds
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59
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59
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Section 5.21. Principal Office
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59
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59
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59
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Section 5.24. Organizational Documents
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60
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60
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60
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ARTICLE VI AFFIRMATIVE COVENANTS
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60
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Section 6.01. Maintenance of Existence
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60
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60
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60
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61
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61
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Section 6.06. Compliance With Environmental Laws
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61
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61
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Section 6.08. Maintenance of Properties
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61
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61
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ARTICLE VII NEGATIVE COVENANTS
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64
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64
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64
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64
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65
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ARTICLE VIII FINANCIAL COVENANTS
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65
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Section 8.01. [Intentionally Omitted]
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65
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65
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-ii-
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TABLE OF CONTENTS
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Page
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Section 8.03. Intentionally Omitted
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66
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66
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66
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66
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66
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Section 8.08. Debt of the General Partner
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67
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ARTICLE IX EVENTS OF DEFAULT
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67
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67
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Section 9.02. Remedies
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69
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ARTICLE X ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS
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70
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70
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70
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71
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71
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72
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72
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72
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73
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73
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73
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73
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73
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74
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Section 10.14. Pro Rata Treatment
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78
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78
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Section 10.16. Possession of Documents
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79
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79
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Section 10.18. Certain ERISA Matters
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79
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ARTICLE XI NATURE OF OBLIGATIONS
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80
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80
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81
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ARTICLE XII MISCELLANEOUS
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81
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82
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82
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83
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83
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84
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Section 12.06. Documentation Satisfactory
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87
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87
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-iii-
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TABLE OF CONTENTS
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Page
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Section 12.08. Setoff
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89
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89
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89
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90
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90
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90
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90
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91
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92
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93
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93
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Section 12.19. USA Patriot Act
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93
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93
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95
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96
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Section 12.23. Confidentiality
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96
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96
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98
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98
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SCHEDULE 1
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- Loan Commitments
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SCHEDULE 1A
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- Letter of Credit Commitments
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SCHEDULE 2
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- Other Investments
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SCHEDULE 2.17(j)
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- Existing Letters of CreditOther Investments
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SCHEDULE 2A
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- General Partner Investments
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SCHEDULE 3
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- General Partner – Debt
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EXHIBIT A
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- Authorization Letter
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EXHIBIT B
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- Ratable Loan Note
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EXHIBIT C
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- Bid Rate Loan Note
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EXHIBIT D
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- Solvency Certificate
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EXHIBIT E
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- Assignment and Assumption Agreement
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EXHIBIT F
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- List of Material Affiliates
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EXHIBIT G-1
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- Bid Rate Quote Request
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EXHIBIT G-2
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- Invitation for Bid Rate Quotes
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EXHIBIT G-3
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- Bid Rate Quote
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EXHIBIT G-4
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- Acceptance of Bid Rate Quote
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EXHIBIT H
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- Designation Agreement
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EXHIBIT I
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- Labor Matters
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EXHIBIT J
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- Tax Compliance Certificates
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i
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Borrower’s Credit Rating
(S&P or Fitch/Moody’s Ratings) |
Applicable Margin
for Base Rate Loans (% per annum) |
Applicable Margin
for LIBOR Loans and LIBOR Daily Loans (% per annum) |
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A+/A1 or higher
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0.000
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0.700
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A/A2
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0.000
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0.750
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A-/A3
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0.000
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0.775
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BBB+/Baa1
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0.000
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0.825
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BBB/Baa2
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0.000
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0.900
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BBB-/Baa3
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0.100
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1.100
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Below BBB-/Baa3 or unrated
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0.450
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1.450
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Borrower’s Credit Rating
(S&P or Fitch/Moody’s Ratings) |
Facility Fee
(% per annum) |
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A+/A1 or higher
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0.100
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A/A2
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0.100
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A-/A3
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0.125
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BBB+/Baa1
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0.150
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BBB/Baa2
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0.200
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BBB-/Baa3
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0.250
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Below BBB-/Baa3 or unrated
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0.300
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Notice
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Number of
Banking Days Prior |
|
Conversions into or Continuations as Base Rate Loans or LIBOR Daily Loans
|
Same Banking Day
|
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Elections of, Conversions into or Continuations as LIBOR Loans
|
Three (3)
|
|
1.
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I have reviewed this Quarterly Report on Form 10-Q of Vornado Realty Trust;
|
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
April 29, 2019
|
|
|
|
|
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|
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/s/ Steven Roth
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Steven Roth
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Chairman of the Board and Chief Executive Officer
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Vornado Realty Trust;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
April 29, 2019
|
|
|
|
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/s/ Joseph Macnow
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Joseph Macnow
|
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Executive Vice President – Chief Financial Officer and
Chief Administrative Officer
|
|
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Vornado Realty L.P.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
April 29, 2019
|
|
|
|
/s/ Steven Roth
|
|
|
|
Steven Roth
|
|
|
|
Chairman of the Board and Chief Executive Officer
of Vornado Realty Trust, sole General Partner of Vornado Realty L.P.
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Vornado Realty L.P.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
April 29, 2019
|
|
|
|
/s/ Joseph Macnow
|
|
|
|
Joseph Macnow
|
|
|
|
Executive Vice President – Chief Financial Officer and
Chief Administrative Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. |
|
|
April 29, 2019
|
|
|
/s/ Steven Roth
|
|
|
|
|
Name:
|
Steven Roth
|
|
|
|
|
Title:
|
Chairman of the Board and Chief Executive Officer
|
|
|
April 29, 2019
|
|
|
/s/ Joseph Macnow
|
|
|
|
|
Name:
|
Joseph Macnow
|
|
|
|
|
Title:
|
Executive Vice President – Chief Financial Officer
and Chief Administrative Officer
|
|
|
|
|
|
||
|
April 29, 2019
|
|
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/s/ Steven Roth
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Name:
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Steven Roth
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Title:
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Chairman of the Board and Chief Executive Officer
of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. |
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April 29, 2019
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/s/ Joseph Macnow
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Name:
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Joseph Macnow
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Title:
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Executive Vice President – Chief Financial Officer
and Chief Administrative Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. |
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