Vornado Realty Trust

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vno-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			For the quarterly period ended:			June 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from:						to


Commission File Number:	001-11954	(Vornado Realty Trust)
Commission File Number:	001-34482	(Vornado Realty L.P.)

Vornado Realty Trust

Vornado Realty L.P.

(Exact name of registrants as specified in its charter)

Vornado Realty Trust

Maryland

22-1657560

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

Vornado Realty L.P.

Delaware

13-3925979

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)


888 Seventh Avenue,	New York,	New York	10019
(Address of principal executive offices) (Zip Code)


(212)			894-7000
(Registrants’ telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Vornado Realty Trust

Common Shares of beneficial interest, $.04 par value per share

VNO

New York Stock Exchange

Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:

Vornado Realty Trust

5.40% Series L

VNO/PL

New York Stock Exchange

Vornado Realty Trust

5.25% Series M

VNO/PM

New York Stock Exchange

Vornado Realty Trust

5.25% Series N

VNO/PN

New York Stock Exchange

Vornado Realty Trust

4.45% Series O

VNO/PO

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Vornado Realty Trust: Yes ☑ No ☐ Vornado Realty L.P.: Yes ☑ No ☐

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

Vornado Realty Trust:

☑

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Vornado Realty L.P.:

☐

Large Accelerated Filer

☐

Accelerated Filer

☑

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Vornado Realty Trust: Yes ☐ No ☑ Vornado Realty L.P.: Yes ☐ No ☑

As of June 30, 2023, 190,543,866 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2023 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” and “VRLP” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.

The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 90.6% limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.

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

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

•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and

•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.

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

To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:

•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:

•Note 10. Redeemable Noncontrolling Interests

•Note 11. Shareholders' Equity/Partners' Capital

•Note 17. Income Per Share/Income Per Class A Unit

•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.

This report also includes separate Part I, Item 4. Controls and Procedures and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

PART I.

Financial Information:

Page Number

Item 1.

Financial Statements of Vornado Realty Trust:

Consolidated Balance Sheets (Unaudited) as of June 30, 2023 and December 31, 2022

Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022

Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022

Consolidated Statements of Changes in Equity (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022

Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2023 and 2022

Financial Statements of Vornado Realty L.P.:

Consolidated Balance Sheets (Unaudited) as of June 30, 2023 and December 31, 2022

Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022

Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022

Consolidated Statements of Changes in Equity (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022

Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2023 and 2022

Vornado Realty Trust and Vornado Realty L.P.:

Notes to Consolidated Financial Statements (Unaudited)

Reports of Independent Registered Public Accounting Firm

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II.

Other Information:

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VORNADO REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(Amounts in thousands, except unit, share, and per share amounts)	As of
	June 30, 2023		December 31, 2022
ASSETS
Real estate, at cost:
Land	$	2,457,589	$	2,451,828
Buildings and improvements	9,839,556		9,804,204
Development costs and construction in progress	1,177,290		933,334
Leasehold improvements and equipment	127,319		125,389
Total	13,601,754		13,314,755
Less accumulated depreciation and amortization	(3,625,270)		(3,470,991)
Real estate, net	9,976,484		9,843,764
Right-of-use assets	685,536		684,380
Cash and cash equivalents	1,133,693		889,689
Restricted cash	178,440		131,468
Investments in U.S. Treasury bills	—		471,962
Tenant and other receivables	87,551		81,170
Investments in partially owned entities	2,641,297		2,665,073

220 Central Park South condominium units ready for sale	39,098		43,599
Receivable arising from the straight-lining of rents	693,220		694,972
Deferred leasing costs, net of accumulated amortization of $249,974 and $237,395	359,752		373,555
Identified intangible assets, net of accumulated amortization of $103,094 and $98,139	134,683		139,638
Other assets	508,085		474,105
	$	16,437,839	$	16,493,375
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net	$	5,715,138	$	5,829,018
Senior unsecured notes, net	1,192,853		1,191,832
Unsecured term loan, net	793,864		793,193
Unsecured revolving credit facilities	575,000		575,000
Lease liabilities	744,696		735,969
Accounts payable and accrued expenses	504,295		450,881
Deferred revenue	35,884		39,882
Deferred compensation plan	99,050		96,322
Other liabilities	302,233		268,166
Total liabilities	9,963,013		9,980,263
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 17,024,444 and 14,416,891 units outstanding	406,741		345,157
Series D cumulative redeemable preferred units - 141,400 units outstanding	3,535		3,535
Total redeemable noncontrolling partnership units	410,276		348,692
Redeemable noncontrolling interest in a consolidated subsidiary	70,020		88,040
Total redeemable noncontrolling interests	480,296		436,732
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares	1,182,459		1,182,459
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,543,866 and 191,866,880 shares	7,601		7,654
Additional capital	8,331,228		8,369,228
Earnings less than distributions	(3,938,202)		(3,894,580)
Accumulated other comprehensive income	151,771		174,967
Total shareholders' equity	5,734,857		5,839,728
Noncontrolling interests in consolidated subsidiaries	259,673		236,652
Total equity	5,994,530		6,076,380
	$	16,437,839	$	16,493,375

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


(Amounts in thousands, except per share amounts)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
REVENUES:
Rental revenues	$	418,834	$	405,194	$	815,627	$	802,477
Fee and other income	53,525		48,300		102,655		93,147
Total revenues	472,359		453,494		918,282		895,624
EXPENSES:
Operating	(222,723)		(222,309)		(451,496)		(438,838)
Depreciation and amortization	(107,162)		(118,662)		(213,727)		(236,105)
General and administrative	(39,410)		(31,902)		(81,005)		(73,118)
(Expense) benefit from deferred compensation plan liability	(2,182)		7,594		(5,910)		9,538
Transaction related costs and other	(30)		(2,960)		(688)		(3,965)
Total expenses	(371,507)		(368,239)		(752,826)		(742,488)

Income from partially owned entities	37,272		25,720		53,938		59,434
(Loss) income from real estate fund investments	(102)		(142)		(121)		5,532
Interest and other investment income, net	13,255		3,036		22,858		4,054
Income (loss) from deferred compensation plan assets	2,182		(7,594)		5,910		(9,538)
Interest and debt expense	(87,165)		(62,640)		(173,402)		(114,749)
Net gains on disposition of wholly owned and partially owned assets	936		28,832		8,456		35,384
Income before income taxes	67,230		72,467		83,095		133,253
Income tax expense	(4,497)		(3,564)		(9,164)		(10,975)
Net income	62,733		68,903		73,931		122,278
Less net loss (income) attributable to noncontrolling interests in:
Consolidated subsidiaries	2,781		826		12,709		(8,548)
Operating Partnership	(3,608)		(3,782)		(4,037)		(5,776)
Net income attributable to Vornado	61,906		65,947		82,603		107,954
Preferred share dividends	(15,529)		(15,529)		(31,058)		(31,058)

NET INCOME attributable to common shareholders	$	46,377	$	50,418	$	51,545	$	76,896

INCOME PER COMMON SHARE - BASIC:


Net income per common share	$	0.24	$	0.26	$	0.27	$	0.40
Weighted average shares outstanding	191,468		191,750		191,668		191,737

INCOME PER COMMON SHARE - DILUTED:


Net income per common share	$	0.24	$	0.26	$	0.27	$	0.40
Weighted average shares outstanding	194,804		192,039		194,364		192,047

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


(Amounts in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	62,733	$	68,903	$	73,931	$	122,278
Other comprehensive income (loss):
Change in fair value of consolidated interest rate swaps and other	61,657		18,380		(19,879)		83,619
Other comprehensive income (loss) of nonconsolidated subsidiaries	185		4,755		(3,144)		13,960


Comprehensive income	124,575		92,038		50,908		219,857
Less comprehensive (income) loss attributable to noncontrolling interests	(4,751)		(4,567)		11,087		(21,069)
Comprehensive income attributable to Vornado	$	119,824	$	87,471	$	61,995	$	198,788

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


(Amounts in thousands, except per share amounts)													Non-controlling Interests in Consolidated Subsidiaries
											Accumulated Other Comprehensive Income
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Three Months Ended June 30, 2023:
Balance as of March 31, 2023	48,793	$	1,182,459	191,881	$	7,654	$	8,367,349	$	(3,961,392)	$	95,562	$	241,026	$	5,932,658
Net income attributable to Vornado	—	—		—	—		—		61,906		—		—		61,906
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		5,995		5,995

Dividends on preferred shares (see Note 11 for dividends per share amounts)	—	—		—	—		—		(15,529)		—		—		(15,529)

Common shares issued upon redemption of Class A units, at redemption value	—	—		385	16		5,355		—		—		—		5,371

Contributions	—	—		—	—		—		—		—		16,200		16,200
Distributions	—	—		—	—		—		—		—		(3,000)		(3,000)
Deferred compensation shares and options	—	—		—	—		85		(6)		—		—		79
Repurchase of common shares	—	—		(1,722)	(69)		—		(23,181)		—		—		(23,250)
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		185		—		185
Change in fair value of consolidated interest rate swaps and other	—	—		—	—		—		—		61,657		—		61,657
Redeemable Class A unit measurement adjustment	—	—		—	—		(41,561)		—		(1,709)		—		(43,270)
Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(3,924)		(548)		(4,472)


Balance as of June 30, 2023	48,793	$	1,182,459	190,544	$	7,601	$	8,331,228	$	(3,938,202)	$	151,771	$	259,673	$	5,994,530

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)


(Amounts in thousands, except per share amounts)											Accumulated Other Comprehensive Income		Non-controlling Interests in Consolidated Subsidiaries
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Three Months Ended June 30, 2022:
Balance as of March 31, 2022	48,793	$	1,182,459	191,743	$	7,649	$	8,097,523	$	(3,154,549)	$	51,776	$	253,112	$	6,437,970
Net income attributable to Vornado	—	—		—	—		—		65,947		—		—		65,947
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		2,590		2,590
Dividends on common shares ($0.53 per share)	—	—		—	—		—		(101,624)		—		—		(101,624)
Dividends on preferred shares (see Note 11 for dividends per share amounts)	—	—		—	—		—		(15,529)		—		—		(15,529)

Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		26	1		859		—		—		—		860

Under dividend reinvestment plan	—	—		7	—		222		—		—		—		222
Contributions	—	—		—	—		—		—		—		3,772		3,772
Distributions	—	—		—	—		—		—		—		(5,467)		(5,467)

Deferred compensation shares and options	—	—		—	—		146		—		—		—		146
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		4,755		—		4,755
Change in fair value of consolidated interest rate swaps and other	—	—		—	—		—		—		18,380		—		18,380
Redeemable Class A unit measurement adjustment	—	—		—	—		240,413		—		—		—		240,413

Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(1,611)		—		(1,611)
Other	—	—		(1)	—		(2)		4		—		(13)		(11)
Balance as of June 30, 2022	48,793	$	1,182,459	191,775	$	7,650	$	8,339,161	$	(3,205,751)	$	73,300	$	253,994	$	6,650,813

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)


(Amounts in thousands, except per share amounts)													Non-controlling Interests in Consolidated Subsidiaries
											Accumulated Other Comprehensive Income
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Six Months Ended June 30, 2023:
Balance as of December 31, 2022	48,793	$	1,182,459	191,867	$	7,654	$	8,369,228	$	(3,894,580)	$	174,967	$	236,652	$	6,076,380
Net income attributable to Vornado	—	—		—	—		—		82,603		—		—		82,603
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		5,311		5,311
Dividends on common shares ($0.375 per share)	—	—		—	—		—		(71,950)		—		—		(71,950)
Dividends on preferred shares (see Note 11 for dividends per share amounts)	—	—		—	—		—		(31,058)		—		—		(31,058)
Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		394	16		5,542		—		—		—		5,558
Under dividend reinvestment plan	—	—		6	—		146		—		—		—		146
Contributions	—	—		—	—		—		—		—		22,328		22,328
Distributions	—	—		—	—		—		—		—		(3,811)		(3,811)
Deferred compensation shares and options	—	—		(1)	—		169		(36)		—		—		133
Repurchase of common shares	—	—		(1,722)	(69)		—		(23,181)		—		—		(23,250)
Other comprehensive loss of nonconsolidated subsidiaries	—	—		—	—		—		—		(3,144)		—		(3,144)
Change in fair value of consolidated interest rate swaps and other	—	—		—	—		—		—		(19,879)		—		(19,879)
Unearned 2020 Out-Performance Plan and 2019 Performance AO LTIP awards	—	—		—	—		20,668		—		—		—		20,668
Redeemable Class A unit measurement adjustment	—	—		—	—		(64,525)		—		(2,588)		—		(67,113)
Noncontrolling interests' share of other comprehensive loss (income)	—	—		—	—		—		—		2,415		(807)		1,608


Balance as of June 30, 2023	48,793	$	1,182,459	190,544	$	7,601	$	8,331,228	$	(3,938,202)	$	151,771	$	259,673	$	5,994,530

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED

(UNAUDITED)


(Amounts in thousands, except per share amounts)											Accumulated Other Comprehensive (Loss) Income		Non-controlling Interests in Consolidated Subsidiaries
	Preferred Shares			Common Shares			Additional Capital		Earnings Less Than Distributions						Total Equity
	Shares	Amount		Shares	Amount
For the Six Months Ended June 30, 2022:
Balance as of December 31, 2021	48,793	$	1,182,459	191,724	$	7,648	$	8,143,093	$	(3,079,320)	$	(17,534)	$	278,892	$	6,515,238
Net income attributable to Vornado	—	—		—	—		—		107,954		—		—		107,954
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries	—	—		—	—		—		—		—		12,269		12,269
Dividends on common shares ($1.06 per share)	—	—		—	—		—		(203,240)		—		—		(203,240)
Dividends on preferred shares (see Note 11 for dividends per share amounts)	—	—		—	—		—		(31,058)		—		—		(31,058)

Common shares issued:
Upon redemption of Class A units, at redemption value	—	—		42	2		1,575		—		—		—		1,577
Under employees' share option plan	—	—		—	—		7		—		—		—		7
Under dividend reinvestment plan	—	—		12	—		434		—		—		—		434
Contributions	—	—		—	—		—		—		—		4,253		4,253
Distributions	—	—		—	—		—		—		—		(41,428)		(41,428)

Deferred compensation shares and options	—	—		(2)	—		292		(85)		—		—		207
Other comprehensive income of nonconsolidated subsidiaries	—	—		—	—		—		—		13,960		—		13,960
Change in fair value of consolidated interest rate swaps and other	—	—		—	—		—		—		83,619		—		83,619
Redeemable Class A unit measurement adjustment	—	—		—	—		193,762		—		—		—		193,762

Noncontrolling interests' share of other comprehensive income	—	—		—	—		—		—		(6,745)		—		(6,745)
Other	—	—		(1)	—		(2)		(2)		—		8		4
Balance as of June 30, 2022	48,793	$	1,182,459	191,775	$	7,650	$	8,339,161	$	(3,205,751)	$	73,300	$	253,994	$	6,650,813

See notes to consolidated financial statements (unaudited).

VORNADO REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(Amounts in thousands)	For the Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities:
Net income	$	73,931	$	122,278
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)	225,694		246,532
Distributions of income from partially owned entities	88,902		95,494
Equity in net income of partially owned entities	(53,938)		(59,434)
Stock-based compensation expense	23,582		19,001
Net gains on disposition of wholly owned and partially owned assets	(8,456)		(35,384)
Change in deferred tax liability	5,600		6,457
Amortization of below-market leases, net	(2,727)		(2,404)
Straight-lining of rents	(694)		(36,679)
Net realized and unrealized income on real estate fund investments	—		1,128
Write-off of lease receivables deemed uncollectible	—		501
Other non-cash adjustments	7,079		1,929
Changes in operating assets and liabilities: