UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 13, 2018
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland | No. 001-11954 | No. 22-1657560 | ||
(State or Other | (Commission | (IRS Employer | ||
Jurisdiction of Incorporation) | File Number) | Identification No.) | ||
VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
(Exact Name of Registrant as Specified in Charter)
Delaware | No. 001-34482 | No. 13-3925979 | ||
(State or Other | (Commission | (IRS Employer | ||
Jurisdiction of Incorporation) | File Number) | Identification No.) | ||
888 Seventh Avenue New York, New York | 10019 | |
(Address of Principal Executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 2.02. Results of Operations and Financial Condition.
On April 13, 2018, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing certain items to be included in its first quarter 2018 results. That press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company or Vornado Realty L.P. under the Securities Act of 1933 or the Exchange Act.
Item 7.01. Regulation FD Disclosure.
As discussed in Item 2.02 above, on April 13, 2018, the Company issued a press release announcing certain items to be included in its first quarter 2018 results. That press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
The following exhibit is being furnished as part of this Current Report on Form 8-K:
Vornado Realty Trust press release dated April 13, 2018. | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VORNADO REALTY TRUST | |||
(Registrant) | |||
By: | /s/ Matthew Iocco | ||
Name: | Matthew Iocco | ||
Title: | Chief Accounting Officer (duly authorized officer and principal accounting officer) | ||
Date: April 13, 2018
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VORNADO REALTY L.P. | |||
(Registrant) | |||
By: | VORNADO REALTY TRUST, | ||
Sole General Partner | |||
By: | /s/ Matthew Iocco | ||
Name: | Matthew Iocco | ||
Title: | Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer) | ||
Date: April 13, 2018
3
EXHIBIT 99.1
CONTACT: | JOSEPH MACNOW (212) 894-7000 |  | |
888 Seventh Avenue | |||
New York, NY 10019 | |||
FOR IMMEDIATE RELEASE – April 13, 2018
Vornado Announces Certain Items to be Included in its First Quarter 2018 Financial Results
NEW YORK…..Vornado Realty Trust (NYSE: VNO) today announced that its financial results for the quarter ended March 31, 2018 will include the following:
• | $34.7 million of expense related to the change in fair value of marketable securities resulting from a new GAAP accounting standard effective January 1, 2018. Previously, changes in the fair value of marketable securities were recognized through “accumulated other comprehensive income” on Vornado’s consolidated balance sheets and did not impact its consolidated statements of income; |
• | $23.5 million of expense related to Vornado’s share of potential additional New York City real property transfer taxes which Vornado is contesting as previously disclosed on Current Report on Form 8-K dated March 2, 2018; |
• | $14.5 million of expense for the write-off of Series G and Series I issuance costs upon their redemption in January 2018 as previously disclosed on Annual Report on Form 10-K dated February 12, 2018; |
• | $6.5 million net loss from other items. |
The above amounts resulted in a reduction in net income of $0.39 per diluted share which will be included in Vornado’s first quarter 2018 “net loss attributable to common shareholders” and will be excluded from “net income attributable to common shareholders, as adjusted.” On an FFO basis, the above amounts resulted in a reduction of $0.37 per diluted share which will be included in “total FFO attributable to common shareholders plus assumed conversions” and will be excluded from “FFO attributable to common shareholders plus assumed conversions, as adjusted.”
The above amounts are preliminary estimates. There can be no assurance that Vornado’s final results will not differ from these preliminary estimates as a result of quarter-end closing, review procedures, or review adjustments, and any such changes could be material.
FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified non-cash items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. In addition to FFO, we also disclose FFO, as adjusted. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, we believe it provides a meaningful presentation of operating performance.
Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2017. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.