UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended: | December 31, 2018 |
OR
¨ | 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) | |||
N/A | |||
(Former name, former address and former fiscal year, if changed since last report) | |||
Securities registered pursuant to Section 12(b) of the Act:
Registrant | Title of Each Class | Name of Exchange on Which Registered | ||
Vornado Realty Trust | Common Shares of beneficial interest, $.04 par value per share | New York Stock Exchange | ||
Cumulative Redeemable Preferred Shares of beneficial interest, no par value: | ||||
Vornado Realty Trust | 5.70% Series K | New York Stock Exchange | ||
Vornado Realty Trust | 5.40% Series L | New York Stock Exchange | ||
Vornado Realty Trust | 5.25% Series M | New York Stock Exchange | ||
Securities registered pursuant to Section 12(g) of the Act:
Registrant | Title of Each Class | |
Vornado Realty L.P. | Class A Units of Limited Partnership Interest | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Vornado Realty Trust: YES ý NO ¨ Vornado Realty L.P.: YES ¨ NO ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Vornado Realty Trust: YES ¨ NO ý Vornado Realty L.P.: YES ¨ NO ý
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 ý NO ¨ Vornado Realty L.P.: YES ý 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 and post such files).
Vornado Realty Trust: YES ý NO ¨ Vornado Realty L.P.: YES ý NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ý
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,” "non-accelerated filer," “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Vornado Realty Trust:
ý Large Accelerated Filer | ¨ Accelerated Filer |
¨ Non-Accelerated Filer | ¨ Smaller Reporting Company |
¨ Emerging Growth Company | |
Vornado Realty L.P.:
¨ Large Accelerated Filer | ¨ Accelerated Filer |
ý 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. ☐
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 ý Vornado Realty L.P.: YES ¨ NO ý
The aggregate market value of the voting and non-voting common shares held by non-affiliates of Vornado Realty Trust, i.e. by persons other than officers and trustees of Vornado Realty Trust, was $12,877,203,000 at June 30, 2018.
As of December 31, 2018, there were 190,535,499 common shares of beneficial interest outstanding of Vornado Realty Trust.
There is no public market for the Class A units of limited partnership interest of Vornado Realty L.P. Based on the June 30, 2018 closing share price of Vornado Realty Trust’s common shares, which are issuable upon redemption of the Class A units, the aggregate market value of the Class A units held by non-affiliates of Vornado Realty L.P., i.e. by persons other than Vornado Realty Trust and its officers and trustees, was $707,001,000 at June 30, 2018.
Documents Incorporated by Reference
Part III: Portions of Proxy Statement for Annual Meeting of Vornado Realty Trust’s Shareholders to be held on May 16, 2019.
EXPLANATORY NOTE
This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, 2018 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” 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 entities/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 93.4% 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 Annual Reports on Form 10-K 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 other 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, the net proceeds of 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 capital sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facility, 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 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; |
• | Item 6. Selected Financial Data; |
• | Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable; and |
• | Item 8. Financial Statements and Supplementary Data which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.: |
• | Note 12. Redeemable Noncontrolling Interests/Redeemable Partnership Units |
• | Note 13. Shareholders' Equity/Partners' Capital |
• | Note 16. Stock-based Compensation |
• | Note 19. Income Per Share/Income Per Class A Unit |
• | Note 24. Summary of Quarterly Results (Unaudited) |
This report also includes separate Part II, Item 9A. Controls and Procedures 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.
INDEX
Item | Financial Information: | Page Number | |||
13. | Certain Relationships and Related Transactions, and Director Independence(1) | ||||
16. | Form 10-K Summary | ||||
____________________
(1) | These items are omitted in whole or in part because Vornado, the Operating Partnership’s sole general partner, will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission no later than 120 days after December 31, 2018, portions of which are incorporated by reference herein. |
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FORWARD-LOOKING STATEMENTS
Certain statements contained herein constitute forward‑looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Annual Report on Form 10‑K. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report on Form 10-K.
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PART I
ITEM 1. | BUSINESS |
Vornado is a fully‑integrated REIT and conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership, a Delaware limited partnership. Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2018.
We currently own all or portions of:
New York:
• | 19.9 million square feet of Manhattan office in 36 properties; |
• | 2.6 million square feet of Manhattan street retail in 71 properties; |
• | 1,999 units in eleven residential properties; |
• | The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn District; and |
• | A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg, L.P. headquarters building. |
Other Real Estate and Related Investments:
• | The 3.7 million square foot theMART in Chicago; |
• | A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco’s financial district aggregating 1.8 million square feet, known as the Bank of America Center; |
• | A 25.0% interest in Vornado Capital Partners, our real estate fund (the "Fund"). We are the general partner and investment manager of the Fund; and |
• | Other real estate and other investments. |
OBJECTIVES AND STRATEGY
Our business objective is to maximize Vornado shareholder value. We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:
• | maintaining a superior team of operating and investment professionals and an entrepreneurial spirit; |
• | investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation; |
• | acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents; |
• | investing in retail properties in select under-stored locations such as the New York City metropolitan area; |
• | developing and redeveloping our existing properties to increase returns and maximize value; and |
• | investing in operating companies that have a significant real estate component. |
We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from asset sales and by accessing the public and private capital markets. We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.
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ACQUISITIONS
We completed the following acquisitions during 2018:
• | $442 million acquisition of the retail condominium at 1535 Broadway; |
• | $44 million acquisition of 537 West 26th Street and 55,000 square feet of additional zoning air rights; and |
• | $42 million purchase price to increase our ownership interest in the joint venture that is developing the Farley Office and Retail Building to 95.0% from 50.1%. |
DISPOSITIONS
We completed the following sale transactions during 2018:
• | $120 million sale of our 49.5% interests in the 666 Fifth Office Condominium. Concurrently with the sale of our interests, the existing mortgage loan on the property was repaid and we received net proceeds of $55.2 million for the participation we held in the mortgage loan; |
• | $82 million sale of the retail condominium at 11 East 68th Street by the Fund (25% interest); and |
• | $45 million sale of 27 Washington Square North. |
220 CENTRAL PARK SOUTH
We completed the following sale transactions during 2018:
• | $215 million net proceeds from the sale of 11 condominium units. |
FINANCINGS
We completed the following financing transactions during 2018:
• | $750 million unsecured term loan extended to February 2024, lowering the interest rate from LIBOR plus 1.15% to LIBOR plus |
1.00%;
• | $675 million refinancing of Independence Plaza ($338 million at our 50.1% interest); |
• | $470 million redemption of all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units; |
• | $255 million refinancing of the Crowne Plaza Times Square Hotel ($84 million at our 32.9% interest); |
• | $205 million refinancing of 150 West 34th Street and $105 million investment in a participation in the refinanced loan; |
• | $120 million refinancing of 4 Union Square South; and |
• | $100 million refinancing of 33-00 Northern Boulevard (Center Building). |
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DEVELOPMENT AND REDEVELOPMENT EXPENDITURES
We are constructing a residential condominium tower containing 397,000 salable square feet at 220 Central Park South ("220 CPS"). The development cost of this project (exclusive of land cost of $515.4 million) is estimated to be approximately $1.4 billion, of which $1.2 billion has been expended as of December 31, 2018.
We are developing a 173,000 square foot Class A office building, located along the western edge of the High Line at 512 West 22nd Street in the West Chelsea submarket of Manhattan (55.0% interest). The development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000. As of December 31, 2018, $95,464,000 has been expended, of which our share is $52,505,000.
We are developing a 34,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway and Houston Street in Manhattan (50.0% interest). The development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of December 31, 2018, $51,202,000 has been expended, of which our share is $25,601,000.
We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and Pine Street. The development cost of this project is estimated to be approximately $46,000,000, of which our share is $32,000,000. As of December 31, 2018, $21,834,000 has been expended, of which our share is $15,284,000.
We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of December 31, 2018, $8,967,000 has been expended, of which our share is $4,484,000.
We are redeveloping PENN1, a 2,545,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. The development cost of this project is estimated to be over $200,000,000, of which $9,725,000 has been expended as of December 31, 2018.
We are in the planning phase to redevelop PENN2, a 1,634,000 square foot office building located on the west side of 7th Avenue between 31st and 33rd Street.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including, in particular, the Penn District.
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DEVELOPMENT AND REDEVELOPMENT EXPENDITURES - continued
Farley Office and Retail Building and Moynihan Train Hall
Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies "Related") is developing the Farley Office and Retail Building (the "Project"), which will include approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $800,000,000 (exclusive of a $230,000,000 upfront contribution and net of anticipated historic tax credits). As of December 31, 2018, $144,491,000 has been expended.
The joint venture has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to Accounting Standards Codification 840-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through December 31, 2018 of $445,693,000 are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.
There can be no assurance that any of our development or redevelopment projects will commence, or if commenced, be completed, or completed on schedule or within budget.
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SEGMENT DATA
We operate in the following reportable segments: New York and Other. Financial information related to these reportable segments for the years ended December 31, 2018, 2017 and 2016 is set forth in Note 25 – Segment Information to our consolidated financial statements in this Annual Report on Form 10-K.
SEASONALITY
Our revenues and expenses are subject to seasonality during the year which impacts quarterly net earnings, cash flows and funds from operations, and therefore impacts comparisons of the current quarter to the previous quarter. The New York segment has historically experienced higher utility costs in the first and third quarters of the year.
TENANTS ACCOUNTING FOR OVER 10% OF REVENUES
None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2018, 2017 and 2016.
CERTAIN ACTIVITIES
We do not base our acquisitions and investments on specific allocations by type of property. We have historically held our properties for long‑term investment; however, it is possible that properties in our portfolio may be sold when circumstances warrant. Further, we have not adopted a policy that limits the amount or percentage of assets which could be invested in a specific property or property type. Generally our activities are reviewed and may be modified from time to time by Vornado’s Board of Trustees without the vote of our shareholders or Operating Partnership unitholders.
EMPLOYEES
As of December 31, 2018, we have approximately 3,928 employees, of which 275 are corporate staff. The New York segment has 3,476 employees, including 2,838 employees of Building Maintenance Services LLC, a wholly owned subsidiary, which provides cleaning, security and engineering services primarily to our New York properties and 460 employees at the Hotel Pennsylvania. theMART has 177 employees. The foregoing does not include employees of partially owned entities.
PRINCIPAL EXECUTIVE OFFICES
Our principal executive offices are located at 888 Seventh Avenue, New York, New York 10019; telephone (212) 894‑7000.
MATERIALS AVAILABLE ON OUR WEBSITE
Copies of our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and amendments to those reports, as well as Reports on Forms 3, 4 and 5 regarding officers, trustees or 10% beneficial owners, filed or furnished pursuant to Section 13(a), 15(d) or 16(a) of the Securities Exchange Act of 1934 are available free of charge through our website (www.vno.com) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Also available on our website are copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Code of Business Conduct and Ethics and Corporate Governance Guidelines. In the event of any changes to these charters or the code or guidelines, changed copies will also be made available on our website. Copies of these documents are also available directly from us free of charge. Our website also includes other financial information, including certain non-GAAP financial measures, none of which is a part of this Annual Report on Form 10-K. Copies of our filings under the Securities Exchange Act of 1934 are also available free of charge from us, upon request.
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ITEM 1A. | RISK FACTORS |
Material factors that may adversely affect our business, operations and financial condition are summarized below. We refer to the equity and debt securities of both Vornado and the Operating Partnership as our “securities” and the investors who own shares of Vornado or units of the Operating Partnership, or both, as our “equity holders.” The risks and uncertainties described herein may not be the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, operations and financial condition. See “Forward-Looking Statements” contained herein on page 6.
OUR INVESTMENTS ARE CONCENTRATED IN THE NEW YORK CITY METROPOLITAN AREA AND CIRCUMSTANCES AFFECTING THIS AREA GENERALLY COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.
A significant portion of our properties are located in the New York City Metropolitan area and are affected by the economic cycles and risks inherent to this area.
In 2018, approximately 89% of our net operating income ("NOI", a non-GAAP measure) came from properties located in the New York City metropolitan area. We may continue to concentrate a significant portion of our future acquisitions and development in this area. Real estate markets are subject to economic downturns and we cannot predict how economic conditions will impact this market in either the short or long term. Declines in the economy or declines in real estate markets in the New York City metropolitan area could hurt our financial performance and the value of our properties. In addition to the factors affecting the national economic condition generally, the factors affecting economic conditions in this region include:
• | financial performance and productivity of the media, advertising, professional services, financial, technology, retail, insurance and real estate industries; |
• | business layoffs or downsizing; |
• | industry slowdowns; |
• | relocations of businesses; |
• | changing demographics; |
• | increased telecommuting and use of alternative work places; |
• | changes in the number of domestic and international tourists to our markets (including, as a result of changes in the relative strengths of world currencies); |
• | infrastructure quality; |
• | changes in rates or the treatment of the deductibility of state and local taxes; and |
• | any oversupply of, or reduced demand for, real estate. |
It is impossible for us to assess the future effects of trends in the economic and investment climates of the geographic areas in which we concentrate, and more generally of the United States, or the real estate markets in these areas. Local, national or global economic downturns could negatively affect our businesses and profitability.
We are subject to risks that affect the general and New York City retail environments.
Certain of our properties are Manhattan street retail properties. As such, these properties are affected by the general and New York City retail environments, including the level of consumer spending and consumer confidence, change in relative strengths of world currencies, the threat of terrorism, increasing competition from retailers, outlet malls, retail websites and catalog companies and the impact of technological change upon the retail environment generally. These factors could adversely affect the financial condition of our retail tenants, or result in the bankruptcy of such tenants, and the willingness of retailers to lease space in our retail locations.
Terrorist attacks may adversely affect the value of our properties and our ability to generate cash flow.
We have significant investments in large metropolitan areas, including principally New York City, Chicago and San Francisco metropolitan areas. In response to a terrorist attack or the perceived threat of terrorism, tenants in these areas may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity and fewer customers may choose to patronize businesses in these areas. This, in turn, would trigger a decrease in the demand for space in these areas, which could increase vacancies in our properties and force us to lease space on less favorable terms. Furthermore, we may experience increased costs in security, equipment and personnel. As a result, the value of our properties and the level of our revenues and cash flows could decline materially.
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Natural disasters and the effects of climate change could have a concentrated impact on the areas where we operate and could adversely impact our results.
Our investments are concentrated in the New York, Chicago and San Francisco metropolitan areas. Natural disasters, including earthquakes, storms, tornados, floods and hurricanes, could impact our properties in these and other areas in which we operate. Potentially adverse consequences of “global warming,” including rising sea levels, could similarly have an impact on our properties. Over time, these conditions could result in declining demand for office space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our properties and requiring us to expend funds as we seek to repair and protect our properties against such risks. The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results.
REAL ESTATE INVESTMENTS’ VALUE AND INCOME FLUCTUATE DUE TO VARIOUS FACTORS.
The value of real estate fluctuates depending on conditions in the general economy and the real estate business. These conditions may also adversely impact our revenues and cash flows.
The factors that affect the value of our real estate investments include, among other things:
• | global, national, regional and local economic conditions; |
• | competition from other available space; |
• | local conditions such as an oversupply of space or a reduction in demand for real estate in the area; |
• | how well we manage our properties; |
• | the development and/or redevelopment of our properties; |
• | changes in market rental rates; |
• | the timing and costs associated with property improvements and rentals; |
• | whether we are able to pass all or portions of any increases in operating costs through to tenants; |
• | changes in real estate taxes and other expenses; |
• | whether tenants and users such as customers and shoppers consider a property attractive; |
• | changes in consumer preferences adversely affecting retailers and retail store values; |
• | changes in space utilization by our tenants due to technology, economic conditions and business environment; |
• | the financial condition of our tenants, including the extent of tenant bankruptcies or defaults; |
• | trends in office real estate; |
• | the impact on our retail tenants and demand for retail space at our properties due to increased competition from online shopping; |
• | availability of financing on acceptable terms or at all; |
• | inflation or deflation; |
• | fluctuations in interest rates; |
• | our ability to obtain adequate insurance; |
• | changes in zoning laws and taxation; |
• | government regulation; |
• | consequences of any armed conflict involving, or terrorist attacks against, the United States or individual acts of violence in public spaces including retail centers; |
• | potential liability under environmental or other laws or regulations; |
• | natural disasters; |
• | general competitive factors; and |
• | climate changes. |
The rents or sales proceeds we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors. If rental revenues, sales proceeds and/or occupancy levels decline, we generally would expect to have less cash available to pay indebtedness and for distribution to equity holders. In addition, some of our major expenses, including mortgage payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.
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Capital markets and economic conditions can materially affect our liquidity, financial condition and results of operations as well as the value of an investment in our debt and equity securities.
There are many factors that can affect the value of our debt and equity securities, including the state of the capital markets and the economy. Demand for office and retail space may decline nationwide due to an economic downturn, bankruptcies, downsizing, layoffs and cost cutting. Government action or inaction may adversely affect the state of the capital markets. The cost and availability of credit may be adversely affected by illiquid credit markets and wider credit spreads, which may adversely affect our liquidity and financial condition, including our results of operations, and the liquidity and financial condition of our tenants. Our inability or the inability of our tenants to timely refinance maturing liabilities and access the capital markets to meet liquidity needs may materially affect our financial condition and results of operations and the value of our securities.
U.S. federal tax reform legislation now and in the future could affect REITs generally, the geographic markets in which we operate, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate.
The Tax Cuts and Jobs Act of 2017 (the “2017 Act”) represented sweeping tax reform legislation that made significant changes to corporate and individual tax rates and the calculation of taxes, as well as international tax rules. As a REIT, we are generally not required to pay federal taxes otherwise applicable to regular corporations if we comply with the various tax regulations governing REITs. Shareholders, however, are generally required to pay taxes on REIT dividends. The 2017 Act and future tax reform legislation could impact our share price or how shareholders and potential investors view an investment in REITs. For example, the decrease in corporate tax rates in the 2017 Act could decrease the attractiveness of the REIT structure relative to companies that are not organized as REITs. In addition, while certain elements of the 2017 Act do not impact us directly as a REIT, they could impact the geographic markets in which we operate as well as our tenants in ways, both positive and negative, that are difficult to anticipate. For example, the limitation in the 2017 Act on the deductibility of certain state and local taxes may make operating in jurisdictions that impose such taxes at higher rates less desirable than operating in jurisdictions imposing such taxes at lower rates. The overall impact of the 2017 Act also depends on the future interpretations and regulations that may be issued by U.S. tax authorities, and it is possible that future guidance could adversely impact us.
Real estate is a competitive business.
We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends.
Competition for acquisitions may reduce the number of acquisition opportunities available to us and increase the costs of those acquisitions.
We may acquire properties when we are presented with attractive opportunities. We may face competition for acquisition opportunities from other well-capitalized investors, including publicly traded and privately held REITs, private real estate funds, domestic and foreign financial institutions, life insurance companies, sovereign wealth funds, pension trusts, partnerships and individual investors which may adversely affect us by causing us the inability to acquire a desired property or cause an increase in the purchase price for such acquisition property.
If we are unable to successfully acquire additional properties, our ability to grow our business could be adversely affected. In addition, increases in the cost of acquisition opportunities could adversely affect our results of operations.
We depend on leasing space to tenants on economically favorable terms and collecting rent from tenants who may not be able to pay.
Our financial results depend significantly on leasing space in our properties to tenants on economically favorable terms. In addition, because a majority of our income comes from renting of real property, our income, funds available to pay indebtedness and funds available for distribution to equity holders will decrease if a significant number of our tenants cannot pay their rent or if we are not able to maintain occupancy levels on favorable terms. If a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and may incur substantial legal and other costs. During periods of economic adversity, there may be an increase in the number of tenants that cannot pay their rent, become insolvent or file for bankruptcy, all of which can result in an increase in vacancy rates and lower income and funds available to pay indebtedness and for distribution to our equity investors.
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We may be adversely affected by trends in office real estate.
Telecommuting, flexible work schedules, open workplaces and teleconferencing are becoming more common. These practices enable businesses to reduce their office space requirements. There is also an increasing trend among some businesses to utilize shared office spaces and co-working spaces. A continuation of the movement towards these practices could, over time, erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations.
We may be unable to renew leases or relet space as leases expire.
When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space. Even if tenants do renew or we can relet the space, the terms of renewal or reletting, taking into account among other things, the cost of improvements to the property and leasing commissions, may be less favorable than the terms in the expired leases. In addition, changes in space utilization by our tenants may impact our ability to renew or relet space without the need to incur substantial costs in renovating or redesigning the internal configuration of the relevant property. If we are unable to promptly renew the leases or relet the space at similar rates or if we incur substantial costs in renewing or reletting the space, our cash flow and ability to service debt obligations and pay dividends and distributions to equity holders could be adversely affected.
Bankruptcy or insolvency of tenants may decrease our revenue, net income and available cash.
From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy or become insolvent in the future. The bankruptcy or insolvency of a major tenant could cause us to suffer lower revenues and operational difficulties, including leasing the remainder of the property. As a result, the bankruptcy or insolvency of a major tenant could result in decreased revenue, net income and funds available to pay our indebtedness or make distributions to equity holders.
We may incur significant costs to comply with environmental laws and environmental contamination may impair our ability to lease and/or sell real estate.
Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may also impair our ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We are also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. Our predecessor companies may be subject to similar liabilities for activities of those companies in the past. We could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure to contamination at or from our properties.
Each of our properties has been subject to varying degrees of environmental assessment. To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to us.
In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such as a “carbon tax”). These costs or taxes could increase our operating costs and decrease the cash available to pay our obligations or distribute to equity holders.
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We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control and similar requirements.
Pursuant to Executive Order 13224 and other laws, the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) maintains a list of persons designated as terrorists or who are otherwise blocked or banned (“Prohibited Persons”) from conducting business or engaging in transactions in the United States and thereby restricts our doing business with such persons. In addition, our leases, loans and other agreements may require us to comply with OFAC and related requirements, and any failure to do so may result in a breach of such agreements. If a tenant or other party with whom we conduct business is placed on the OFAC list or is otherwise a party with whom we are prohibited from doing business, we may be required to terminate the lease or other agreement or face other penalties. Any such termination could result in a loss of revenue or otherwise negatively affect our financial results and cash flows.
Our business and operations would suffer in the event of system failures.
Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by such disruptions.
The occurrence of cyber incidents, or a deficiency in our cyber security, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of which could negatively impact our financial results.
We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons who access our systems from inside or outside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although we have not experienced cyber incidents that are individually, or in the aggregate, material, we have experienced cyber attacks in the past, which have thus far been mitigated by preventative, detective, and responsive measures that we have put in place. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations (including managing our building systems) and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Unauthorized parties, whether within or outside our company, may disrupt or gain access to our systems, or those of third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
A security breach or other significant disruption involving our IT networks and related systems could disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants; result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and outcomes; result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space; require significant management attention and resources to remedy any damages that result; subject us to litigation claims for breach of contract, damages, credits, fines, penalties, governmental investigations and enforcement actions or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.
A cyber attack could interfere with our ability to comply with financial reporting requirements, which could adversely affect us. A cyber attack could also compromise the confidential information of our employees, tenants, customers and vendors. A successful attack could disrupt and materially affect our business operations, including damaging relationships with tenants, customers and vendors. Any compromise of our information security systems could also result in a violation of applicable privacy and other laws, significant legal
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and financial exposure, damage to our reputation, loss or misuse of the information (which may be confidential, proprietary and/or commercially sensitive in nature) and a loss of confidence in our security measures, which could harm our business.
Some of our potential losses may not be covered by insurance.
We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $260,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,453,000 and 19% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Compliance or failure to comply with the Americans with Disabilities Act ("ADA") or other safety regulations and requirements could result in substantial costs.
ADA generally requires that public buildings, including our properties, meet certain federal requirements related to access and use by disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. From time to time persons have asserted claims against us with respect to some of our properties under the ADA, but to date such claims have not resulted in any material expense or liability. If, under the ADA, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to equity holders.
Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these requirements, we could incur fines or private damage awards. We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.
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Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR after 2021 may affect our financial results.
The chief executive of the United Kingdom Financial Conduct Authority ("FCA"), which regulates LIBOR, has recently announced that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United Kingdom or elsewhere. Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. On August 24, 2017, the Federal Reserve Board requested public comment on a proposal by the Federal Reserve Bank of New York, in cooperation with the Office of Financial Research, to produce three new reference rates intended to serve as alternatives to LIBOR. These alternative rates are based on overnight repurchase agreement transactions secured by U.S. Treasury Securities.
Any changes announced by the FCA, other regulators or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to which the LIBOR rates are determined may result in a sudden or prolonged increase or decrease in the reported LIBOR rates. If that were to occur, the level of interest payments we incur may change. In addition, although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable on certain of our obligations if LIBOR is not reported, which include requesting certain rates from major reference banks in London or New York, or alternatively using LIBOR for the immediately preceding interest period or using the initial interest rate, as applicable, uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR rate was available in its current form.
WE MAY ACQUIRE OR SELL ASSETS OR ENTITIES OR DEVELOP PROPERTIES. OUR FAILURE OR INABILITY TO CONSUMMATE THESE TRANSACTIONS OR MANAGE THE RESULTS OF THESE TRANSACTIONS COULD ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL RESULTS.
We may acquire, develop or redevelop real estate and acquire related companies and this may create risks.
We may acquire, develop or redevelop properties or acquire real estate related companies when we believe doing so is consistent with our business strategy. We may not succeed in (i) developing, redeveloping or acquiring real estate and real estate related companies; (ii) completing these activities on time or within budget; or (iii) leasing or selling developed, redeveloped or acquired properties at amounts sufficient to cover our costs. Competition in these activities could also significantly increase our costs. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in weaker than anticipated performance. We may also abandon acquisition or development opportunities that we have begun pursuing and consequently fail to recover expenses already incurred. Furthermore, we may be exposed to the liabilities of properties or companies acquired, some of which we may not be aware of at the time of acquisition.
From time to time we have made, and in the future we may seek to make, one or more material acquisitions. The announcement of such a material acquisition may result in a rapid and significant decline in the price of our securities.
We are continuously looking at material transactions that we believe will maximize shareholder value. However, an announcement by us of one or more significant acquisitions could result in a quick and significant decline in the price of our securities.
It may be difficult to buy and sell real estate quickly, which may limit our flexibility.
Real estate investments are relatively difficult to buy and sell quickly. Consequently, we may have limited ability to vary our portfolio promptly in response to changes in economic or other conditions.
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We may not be permitted to dispose of certain properties or pay down the debt associated with those properties when we might otherwise desire to do so without incurring additional costs. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn similar returns.
As part of an acquisition of a property, or a portfolio of properties, we may agree, and in the past have agreed, not to dispose of the acquired properties or reduce the mortgage indebtedness for a long-term period, unless we pay certain of the resulting tax costs of the seller. These agreements could result in us holding on to properties that we would otherwise sell and not pay down or refinance. In addition, when we dispose of or sell assets, we may not be able to reinvest the sales proceeds and earn returns similar to those generated by the assets that were sold.
From time to time we have made, and in the future we may seek to make, investments in companies over which we do not have sole control. Some of these companies operate in industries with different risks than investing and operating real estate.
From time to time we have made, and in the future we may seek to make, investments in companies that we may not control, including, but not limited to, Alexander’s, Urban Edge Properties (“UE”), Pennsylvania Real Estate Investment Trust (“PREIT”), and other equity and loan investments. Although these businesses generally have a significant real estate component, some of them operate in businesses that are different from investing and operating real estate. Consequently, we are subject to operating and financial risks of those industries and to the risks associated with lack of control, such as having differing objectives than our partners or the entities in which we invest, or becoming involved in disputes, or competing directly or indirectly with these partners or entities. In addition, we rely on the internal controls and financial reporting controls of these entities and their failure to maintain effectiveness or comply with applicable standards may adversely affect us.
We are subject to risks involved in real estate activity through joint ventures and private equity real estate funds.
We have in the past and may in the future acquire or own properties in joint ventures and private equity real estate funds with other persons or entities when we believe circumstances warrant the use of such structures. Joint venture and fund investments involve risk, including: the possibility that our partners might refuse to make capital contributions when due and therefore we may be forced to make contributions to maintain the value of the property; that we may be responsible to our partners for indemnifiable losses; that our partners might at any time have business or economic goals that are inconsistent with ours; and that our partners may be in a position to take action or withhold consent contrary to our recommendations, instructions or requests. We and our respective joint venture partners may each have the right to trigger a buy-sell, put right or forced sale arrangement, which could cause us to sell our interest, or acquire our partner’s interest, or to sell the underlying asset, at a time when we otherwise would not have initiated such a transaction, without our consent or on unfavorable terms. In some instances, joint venture and fund partners may have competing interests in unfavorable terms. In some instances, joint venture and fund partners may have competing interests in our markets that could create conflicts of interest. These conflicts may include compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures or funds does not operate in compliance with REIT requirements. To the extent our partners do not meet their obligations to us or our joint ventures or funds, or they take action inconsistent with the interests of the joint venture or fund, we may be adversely affected.
Our decision to dispose of real estate assets would change the holding period assumption in our valuation analyses, which could result in material impairment losses and adversely affect our financial results.
We evaluate real estate assets for impairment based on the projected cash flow of the asset over our anticipated holding period. If we change our intended holding period, due to our intention to sell or otherwise dispose of an asset, then under accounting principles generally accepted in the United States of America, we must reevaluate whether that asset is impaired. Depending on the carrying value of the property at the time we change our intention and the amount that we estimate we would receive on disposal, we may record an impairment loss that would adversely affect our financial results. This loss could be material to our results of operations in the period that it is recognized.
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We invest in marketable equity securities. The value of these investments may decline as a result of operating performance or economic or market conditions.
We invest in marketable equity securities of publicly-traded companies, such as Lexington Realty Trust. As of December 31, 2018, our marketable securities have an aggregate carrying amount of $152,198,000, at market. Significant declines in the value of these investments due to, among other reasons, operating performance or economic or market conditions, would result in recognized GAAP losses which could be material.
OUR ORGANIZATIONAL AND FINANCIAL STRUCTURE GIVES RISE TO OPERATIONAL AND FINANCIAL RISKS.
We may not be able to obtain capital to make investments.
We depend primarily on external financing to fund the growth of our business. This is because one of the requirements of the Internal Revenue Code of 1986, as amended, for a REIT is that it distributes 90% of its taxable income, excluding net capital gains, to its shareholders. This, in turn, requires the Operating Partnership to make distributions to its unitholders. There is a separate requirement to distribute net capital gains or pay a corporate level tax in lieu thereof. Our access to debt or equity financing depends on the willingness of third parties to lend or make equity investments and on conditions in the capital markets generally. Although we believe that we will be able to finance any investments we may wish to make in the foreseeable future, there can be no assurance that new financing will be available or available on acceptable terms. For information about our available sources of funds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and the notes to the consolidated financial statements in this Annual Report on Form 10-K.
We depend on dividends and distributions from our direct and indirect subsidiaries. The creditors and preferred equity holders of these subsidiaries are entitled to amounts payable to them by the subsidiaries before the subsidiaries may pay any dividends or distributions to us.
Substantially all of Vornado’s assets are held through its Operating Partnership that holds substantially all of its properties and assets through subsidiaries. The Operating Partnership’s cash flow is dependent on cash distributions to it by its subsidiaries, and in turn, substantially all of Vornado’s cash flow is dependent on cash distributions to it by the Operating Partnership. The creditors of each of Vornado’s direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its equity holders. Thus, the Operating Partnership’s ability to make distributions to its equity holders depends on its subsidiaries’ ability first to satisfy their obligations to their creditors and then to make distributions to the Operating Partnership. Likewise, Vornado’s ability to pay dividends to its holders of common and preferred shares depends on the Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred units and then to make distributions to Vornado.
Furthermore, the holders of preferred units of the Operating Partnership are entitled to receive preferred distributions before payment of distributions to the Operating Partnership’s equity holders, including Vornado. Thus, Vornado’s ability to pay cash dividends to its equity holders and satisfy its debt obligations depends on the Operating Partnership’s ability first to satisfy its obligations to its creditors and make distributions to holders of its preferred units and then to its equity holders, including Vornado. As of December 31, 2018, there were four series of preferred units of the Operating Partnership not held by Vornado with a total liquidation value of $55,921,000.
In addition, Vornado’s participation in any distribution of the assets of any of its direct or indirect subsidiaries upon the liquidation, reorganization or insolvency, is only after the claims of the creditors, including trade creditors and preferred equity holders, are satisfied.
We have a substantial amount of indebtedness that could affect our future operations.
As of December 31, 2018, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and deferred financing costs, net, totaled $9.9 billion. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet our required debt service. Our debt service costs generally will not be reduced if developments in the market or at our properties, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from our properties. Should such events occur, our operations may be adversely affected. If a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.
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We have outstanding debt, and the amount of debt and its cost may increase and refinancing may not be available on acceptable terms.
We rely on both secured and unsecured, variable rate and non-variable rate debt to finance acquisitions and development activities and for working capital. If we are unable to obtain debt financing or refinance existing indebtedness upon maturity, our financial condition and results of operations would likely be adversely affected. In addition, the cost of our existing debt may increase, especially in the case of a rising interest rate environment, and we may not be able to refinance our existing debt in sufficient amounts or on acceptable terms. If the cost or amount of our indebtedness increases or we cannot refinance our debt in sufficient amounts or on acceptable terms, we are at risk of credit ratings downgrades and default on our obligations that could adversely affect our financial condition and results of operations.
Covenants in our debt instruments could adversely affect our financial condition and our acquisitions and development activities.
The mortgages on our properties contain customary covenants such as those that limit our ability, without the prior consent of the applicable lender, to further mortgage the applicable property or to discontinue insurance coverage. Our unsecured indebtedness and debt that we may obtain in the future may contain customary restrictions, requirements and other limitations on our ability to incur indebtedness, including covenants that limit our ability to incur debt based upon the level of our ratio of total debt to total assets, our ratio of secured debt to total assets, our ratio of EBITDA to interest expense, and fixed charges, and that require us to maintain a certain ratio of unencumbered assets to unsecured debt. Our ability to borrow is subject to compliance with these and other covenants. In addition, failure to comply with our covenants could cause a default under the applicable debt instrument, and we may then be required to repay such debt with capital from such other sources or give possession of a secured property to the lender. Under those circumstances, other sources of capital may not be available to us, or may be available only on unattractive terms.
A downgrade in our credit ratings could materially adversely affect our business and financial condition.
Our credit rating and the credit ratings assigned to our debt securities and our preferred shares could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and any rating could be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant such action. Moreover, these credit ratings are not recommendations to buy, sell or hold our common shares or any other securities. If any of the credit rating agencies that have rated our securities downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a “watch list” for a possible downgrading or lowering, or otherwise indicates that its outlook for that rating is negative, such action could have a material adverse effect on our costs and availability of funding, which could in turn have a material adverse effect on our financial condition, results of operations, cash flows, the trading/redemption price of our securities, and our ability to satisfy our debt service obligations and to pay dividends and distributions to our equity holders.
Vornado may fail to qualify or remain qualified as a REIT and may be required to pay income taxes at corporate rates.
Although we believe that Vornado will remain organized and will continue to operate so as to qualify as a REIT for federal income tax purposes, Vornado may fail to remain so qualified. Qualifications are governed by highly technical and complex provisions of the Internal Revenue Code for which there are only limited judicial or administrative interpretations and depend on various facts and circumstances that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations or court decisions may significantly change the relevant tax laws and/or the federal income tax consequences of qualifying as a REIT. If, with respect to any taxable year, Vornado fails to maintain its qualification as a REIT and does not qualify under statutory relief provisions, Vornado could not deduct distributions to shareholders in computing our taxable income and would have to pay federal income tax on its taxable income at regular corporate rates. The federal income tax payable would include any applicable alternative minimum tax. If Vornado had to pay federal income tax, the amount of money available to distribute to equity holders and pay its indebtedness would be reduced for the year or years involved, and Vornado would not be required to make distributions to shareholders in that taxable year and in future years until it was able to qualify as a REIT and did so. In addition, Vornado would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost, unless Vornado were entitled to relief under the relevant statutory provisions.
We face possible adverse changes in tax laws, which may result in an increase in our tax liability.
From time to time changes in tax laws or regulations are enacted, which may result in an increase in our tax liability. The shortfall in tax revenues for states and municipalities in recent years may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our financial condition and results of operations and the amount of cash available for payment of dividends and distributions.
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Loss of our key personnel could harm our operations and adversely affect the value of our common shares and Operating Partnership Class A units.
We are dependent on the efforts of Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado. While we believe that we could find a replacement for him and other key personnel, the loss of their services could harm our operations and adversely affect the value of our securities.
VORNADO’S CHARTER DOCUMENTS AND APPLICABLE LAW MAY HINDER ANY ATTEMPT TO ACQUIRE US.
Vornado’s Amended and Restated Declaration of Trust (the “declaration of trust”) sets limits on the ownership of its shares.
Generally, for Vornado to maintain its qualification as a REIT under the Internal Revenue Code, not more than 50% in value of the outstanding shares of beneficial interest of Vornado may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of Vornado’s taxable year. The Internal Revenue Code defines “individuals” for purposes of the requirement described in the preceding sentence to include some types of entities. Under Vornado’s declaration of trust, as amended, no person may own more than 6.7% of the outstanding common shares of any class, or 9.9% of the outstanding preferred shares of any class, with some exceptions for persons who held common shares in excess of the 6.7% limit before Vornado adopted the limit and other persons approved by Vornado’s Board of Trustees. These restrictions on transferability and ownership may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of equity holders.
The Maryland General Corporation Law (the “MGCL”) contains provisions that may reduce the likelihood of certain takeover transactions.
The MGCL imposes conditions and restrictions on certain “business combinations” (including, among other transactions, a merger, consolidation, share exchange, or, in certain circumstances, an asset transfer or issuance of equity securities) between a Maryland REIT and certain persons who beneficially own at least 10% of the corporation’s stock (an “interested shareholder”). Unless approved in advance by the board of trustees of the trust, or otherwise exempted by the statute, such a business combination is prohibited for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. After such five-year period, a business combination with an interested shareholder must be: (a) recommended by the board of trustees of the trust, and (b) approved by the affirmative vote of at least (i) 80% of the trust’s outstanding shares entitled to vote and (ii) two-thirds of the trust’s outstanding shares entitled to vote which are not held by the interested shareholder with whom the business combination is to be effected, unless, among other things, the trust’s common shareholders receive a “fair price” (as defined by the statute) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for his or her shares.
In approving a transaction, Vornado’s Board of Trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board of Trustees. Vornado’s Board of Trustees has adopted a resolution exempting any business combination between Vornado and any trustee or officer of Vornado or its affiliates. As a result, any trustee or officer of Vornado or its affiliates may be able to enter into business combinations with Vornado that may not be in the best interest of our equity holders. With respect to business combinations with other persons, the business combination provisions of the MGCL may have the effect of delaying, deferring or preventing a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders. The business combination statute may discourage others from trying to acquire control of Vornado and increase the difficulty of consummating any offer.
22
Vornado may issue additional shares in a manner that could adversely affect the likelihood of certain takeover transactions.
Vornado’s declaration of trust authorizes the Board of Trustees to:
• | cause Vornado to issue additional authorized but unissued common shares or preferred shares; |
• | classify or reclassify, in one or more series, any unissued preferred shares; |
• | set the preferences, rights and other terms of any classified or reclassified shares that Vornado issues; and |
• | increase, without shareholder approval, the number of shares of beneficial interest that Vornado may issue. |
Vornado’s Board of Trustees could establish a series of preferred shares whose terms could delay, deter or prevent a change in control of Vornado, and therefore of the Operating Partnership, or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders, although Vornado’s Board of Trustees does not now intend to establish a series of preferred shares of this kind. Vornado’s declaration of trust and bylaws contain other provisions that may delay, deter or prevent a change in control of Vornado or other transaction that might involve a premium price or otherwise be in the best interest of our equity holders.
We may change our policies without obtaining the approval of our equity holders.
Our operating and financial policies, including our policies with respect to acquisitions of real estate or other companies, growth, operations, indebtedness, capitalization, dividends and distributions, are exclusively determined by Vornado’s Board of Trustees. Accordingly, our equity holders do not control these policies.
OUR OWNERSHIP STRUCTURE AND RELATED-PARTY TRANSACTIONS MAY GIVE RISE TO CONFLICTS OF INTEREST.
Steven Roth and Interstate Properties may exercise substantial influence over us. They and some of Vornado’s other trustees and officers have interests or positions in other entities that may compete with us.
As of December 31, 2018, Interstate Properties, a New Jersey general partnership, and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial interest of Vornado and 26.2% of the common stock of Alexander’s, which is described below. Steven Roth, David Mandelbaum and Russell B. Wight, Jr. are the three partners of Interstate Properties. Mr. Roth is the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, the managing general partner of Interstate Properties, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. Messrs. Wight and Mandelbaum are Trustees of Vornado and also Directors of Alexander’s.
Because of these overlapping interests, Mr. Roth and Interstate Properties and its partners may have substantial influence over Vornado, and therefore over the Operating Partnership. In addition, certain decisions concerning our operations or financial structure may present conflicts of interest among Messrs. Roth, Mandelbaum and Wight and Interstate Properties and our other equity holders. In addition, Mr. Roth, Interstate Properties and its partners, and Alexander’s currently and may in the future engage in a wide variety of activities in the real estate business which may result in conflicts of interest with respect to matters affecting us, such as which of these entities or persons, if any, may take advantage of potential business opportunities, the business focus of these entities, the types of properties and geographic locations in which these entities make investments, potential competition between business activities conducted, or sought to be conducted, competition for properties and tenants, possible corporate transactions such as acquisitions and other strategic decisions affecting the future of these entities.
We manage and lease the real estate assets of Interstate Properties under a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. See Note 23 – Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for additional information.
23
There may be conflicts of interest between Alexander’s and us.
As of December 31, 2018, we owned 32.4% of the outstanding common stock of Alexander’s. Alexander’s is a REIT that has seven properties, which are located in the greater New York metropolitan area. In addition to the 2.3% that they indirectly own through Vornado, Interstate Properties, which is described above, and its partners owned 26.2% of the outstanding common stock of Alexander’s as of December 31, 2018. Mr. Roth is the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, the managing general partner of Interstate Properties, and the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. Messrs. Wight and Mandelbaum are Trustees of Vornado and also Directors of Alexander’s and general partners of Interstate Properties. Dr. Richard West is a Trustee of Vornado and a Director of Alexander’s. In addition, Joseph Macnow, our Executive Vice President – Chief Financial Officer and Chief Administrative Officer, is the Treasurer of Alexander’s and Matthew Iocco, our Executive Vice President – Chief Accounting Officer, is the Chief Financial Officer of Alexander’s.
We manage, develop and lease Alexander’s properties under management and development agreements and leasing agreements under which we receive annual fees from Alexander’s. See Note 23 – Related Party Transactions to our consolidated financial statements in this Annual Report on Form 10-K for additional information.
THE NUMBER OF SHARES OF VORNADO REALTY TRUST AND THE MARKET FOR THOSE SHARES GIVE RISE TO VARIOUS RISKS.
The trading price of Vornado’s common shares has been volatile and may continue to fluctuate.
The trading price of Vornado’s common shares has been volatile and may continue to fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of Vornado’s common shares and the redemption price of the Operating Partnership’s Class A units. Among those factors are:
• | our financial condition and performance; |
• | the financial condition of our tenants, including the extent of tenant bankruptcies or defaults; |
• | actual or anticipated quarterly fluctuations in our operating results and financial condition; |
• | our dividend policy; |
• | the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities; |
• | uncertainty and volatility in the equity and credit markets; |
• | fluctuations in interest rates; |
• | changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; |
• | failure to meet analysts’ revenue or earnings estimates; |
• | speculation in the press or investment community; |
• | strategic actions by us or our competitors, such as acquisitions or restructurings; |
• | the extent of institutional investor interest in us; |
• | the extent of short-selling of Vornado common shares and the shares of our competitors; |
• | fluctuations in the stock price and operating results of our competitors; |
• | general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies; |
• | domestic and international economic factors unrelated to our performance; |
• | changes in tax laws and rules; and |
• | all other risk factors addressed elsewhere in this Annual Report on Form 10-K. |
A significant decline in Vornado’s stock price could result in substantial losses for our equity holders.
24
Vornado has many shares available for future sale, which could hurt the market price of its shares and the redemption price of the Operating Partnership’s units.
The interests of equity holders could be diluted if we issue additional equity securities. As of December 31, 2018, Vornado had authorized but unissued, 59,464,501 common shares of beneficial interest, $.04 par value and 72,116,023 preferred shares of beneficial interest, no par value; of which 18,882,197 common shares are reserved for issuance upon redemption of Class A Operating Partnership units, convertible securities and employee stock options and 11,200,000 preferred shares are reserved for issuance upon redemption of preferred Operating Partnership units. Any shares not reserved may be issued from time to time in public or private offerings or in connection with acquisitions. In addition, common and preferred shares reserved may be sold upon issuance in the public market after registration under the Securities Act or under Rule 144 under the Securities Act or other available exemptions from registration. We cannot predict the effect that future sales of Vornado’s common and preferred shares or Operating Partnership Class A and preferred units will have on the market prices of our securities.
In addition, under Maryland law, Vornado’s Board of Trustees has the authority to increase the number of authorized shares without shareholder approval.
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
There are no unresolved comments from the staff of the Securities and Exchange Commission as of the date of this Annual Report on Form 10-K.
25
ITEM 2. PROPERTIES
We operate in two reportable segments: New York and Other. The following pages provide details of our real estate properties as of December 31, 2018.
Square Feet | |||||||||||||||||
NEW YORK SEGMENT Property | % Ownership | Type | % Occupancy | In Service | Under Development or Not Available for Lease | Total Property | |||||||||||
PENN1 (ground leased through 2098) | 100.0 | % | Office / Retail | 93.1 | % | 2,376,000 | 169,000 | 2,545,000 | |||||||||
1290 Avenue of the Americas | 70.0 | % | Office / Retail | 100.0 | % | 2,113,000 | — | 2,113,000 | |||||||||
PENN2 | 100.0 | % | Office / Retail | 100.0 | % | 1,398,000 | 236,000 | 1,634,000 | |||||||||
909 Third Avenue (ground leased through 2063) | 100.0 | % | Office | 98.6 | % | 1,352,000 | — | 1,352,000 | |||||||||
Independence Plaza, Tribeca (1,327 units)(1) | 50.1 | % | Retail / Residential | 100.0 | % | (2) | 1,245,000 | 12,000 | 1,257,000 | ||||||||
280 Park Avenue(1) | 50.0 | % | Office / Retail | 93.5 | % | 1,260,000 | — | 1,260,000 | |||||||||
770 Broadway | 100.0 | % | Office / Retail | 100.0 | % | 1,183,000 | — | 1,183,000 | |||||||||
PENN11 | 100.0 | % | Office / Retail | 99.7 | % | 1,151,000 | — | 1,151,000 | |||||||||
90 Park Avenue | 100.0 | % | Office / Retail | 94.9 | % | 962,000 | — | 962,000 | |||||||||
One Park Avenue(1) | 55.0 | % | Office / Retail | 100.0 | % | 943,000 | — | 943,000 | |||||||||
888 Seventh Avenue (ground leased through 2067) | 100.0 | % | Office / Retail | 96.7 | % | 886,000 | — | 886,000 | |||||||||
100 West 33rd Street | 100.0 | % | Office | 100.0 | % | 859,000 | — | 859,000 | |||||||||
Farley Office and Retail Building (ground leased through 2116) | 95.0 | % | Office / Retail | n/a | — | 850,000 | 850,000 | ||||||||||
330 Madison Avenue(1) | 25.0 | % | Office / Retail | 97.0 | % | 846,000 | — | 846,000 | |||||||||
330 West 34th Street (ground leased through 2149 - 34.8% ownership interest in the land) | 100.0 | % | Office / Retail | 98.5 | % | 722,000 | — | 722,000 | |||||||||
85 Tenth Avenue(1) | 49.9 | % | Office / Retail | 99.5 | % | 629,000 | — | 629,000 | |||||||||
650 Madison Avenue(1) | 20.1 | % | Office / Retail | 96.0 | % | 604,000 | — | 604,000 | |||||||||
350 Park Avenue | 100.0 | % | Office / Retail | 97.8 | % | 571,000 | — | 571,000 | |||||||||
150 East 58th Street (ground leased through 2118) | 100.0 | % | Office / Retail | 96.5 | % | 543,000 | — | 543,000 | |||||||||
7 West 34th Street (1) | 53.0 | % | Office / Retail | 99.6 | % | 477,000 | — | 477,000 | |||||||||
33-00 Northern Boulevard (Center Building) | 100.0 | % | Office | 95.5 | % | 471,000 | — | 471,000 | |||||||||
595 Madison Avenue | 100.0 | % | Office / Retail | 91.1 | % | 330,000 | — | 330,000 | |||||||||
640 Fifth Avenue | 100.0 | % | Office / Retail | 100.0 | % | 315,000 | — | 315,000 | |||||||||
50-70 W 93rd Street (325 units)(1) | 49.9 | % | Residential | 96.0 | % | 283,000 | — | 283,000 | |||||||||
Manhattan Mall | 100.0 | % | Retail | 94.9 | % | 256,000 | — | 256,000 | |||||||||
40 Fulton Street | 100.0 | % | Office / Retail | 77.5 | % | 251,000 | — | 251,000 | |||||||||
4 Union Square South | 100.0 | % | Retail | 100.0 | % | 206,000 | — | 206,000 | |||||||||
260 Eleventh Avenue (ground leased through 2114) | 100.0 | % | Office | 100.0 | % | 184,000 | — | 184,000 | |||||||||
512 W 22nd Street(1) | 55.0 | % | Office | n/a | — | 173,000 | 173,000 | ||||||||||
61 Ninth Avenue (ground leased through 2115)(1) | 45.1 | % | Office / Retail | 100.0 | % | 23,000 | 147,000 | 170,000 | |||||||||
825 Seventh Avenue | 51.2 | % | Office (1) / Retail | n/a | — | 169,000 | 169,000 | ||||||||||
1540 Broadway | 100.0 | % | Retail | 100.0 | % | 161,000 | — | 161,000 | |||||||||
608 Fifth Avenue (ground leased through 2033) | 100.0 | % | Office / Retail | 99.9 | % | 137,000 | — | 137,000 | |||||||||
Paramus | 100.0 | % | Office | 87.2 | % | 129,000 | — | 129,000 | |||||||||
666 Fifth Avenue Retail Condominium | 100.0 | % | Retail | 100.0 | % | 114,000 | — | 114,000 | |||||||||
1535 Broadway | 100.0 | % | Retail / Theatre | 98.0 | % | 107,000 | — | 107,000 | |||||||||
57th Street (2 buildings)(1) | 50.0 | % | Office / Retail | 87.9 | % | 103,000 | — | 103,000 | |||||||||
689 Fifth Avenue | 100.0 | % | Office / Retail | 100.0 | % | 98,000 | — | 98,000 | |||||||||
478-486 Broadway (2 buildings) (10 units) | 100.0 | % | Retail / Residential | 100.0 | % | (2) | 85,000 | — | 85,000 | ||||||||
150 West 34th Street | 100.0 | % | Retail | 100.0 | % | 78,000 | — | 78,000 | |||||||||
510 Fifth Avenue | 100.0 | % | Retail | 100.0 | % | 66,000 | — | 66,000 | |||||||||
655 Fifth Avenue | 92.5 | % | Retail | 100.0 | % | 57,000 | — | 57,000 | |||||||||
155 Spring Street | 100.0 | % | Retail | 93.6 | % | 50,000 | — | 50,000 | |||||||||
3040 M Street | 100.0 | % | Retail | 100.0 | % | 44,000 | — | 44,000 | |||||||||
435 Seventh Avenue | 100.0 | % | Retail | 100.0 | % | 43,000 | — | 43,000 | |||||||||
________________________________________
See notes on page 28.
26
ITEM 2. PROPERTIES – CONTINUED
Square Feet | |||||||||||||||||
NEW YORK SEGMENT – CONTINUED Property | % Ownership | Type | % Occupancy | In Service | Under Development or Not Available for Lease | Total Property | |||||||||||
692 Broadway | 100.0 | % | Retail | 100.0 | % | 36,000 | — | 36,000 | |||||||||
606 Broadway | 50.0 | % | Office / Retail | 100.0 | % | 3,000 | 31,000 | 34,000 | |||||||||
697-703 Fifth Avenue | 74.3 | % | Retail | 100.0 | % | 26,000 | — | 26,000 | |||||||||
715 Lexington Avenue | 100.0 | % | Retail | 92.5 | % | 23,000 | — | 23,000 | |||||||||
1131 Third Avenue | 100.0 | % | Retail | 100.0 | % | 23,000 | — | 23,000 | |||||||||
40 East 66th Street (5 units) | 100.0 | % | Retail / Residential | 66.7 | % | (2) | 23,000 | — | 23,000 | ||||||||
131-135 West 33rd Street | 100.0 | % | Retail | 100.0 | % | 23,000 | — | 23,000 | |||||||||
828-850 Madison Avenue | 100.0 | % | Retail | 94.8 | % | 14,000 | 4,000 | 18,000 | |||||||||
443 Broadway | 100.0 | % | Retail | 100.0 | % | 16,000 | — | 16,000 | |||||||||
334 Canal Street (4 units) | 100.0 | % | Retail / Residential | 100.0 | % | (2) | 15,000 | — | 15,000 | ||||||||
537 West 26th Street | 100.0 | % | Retail | n/a | 14,000 | — | 14,000 | ||||||||||
304 Canal Street (4 units) | 100.0 | % | Retail / Residential | n/a | 13,000 | — | 13,000 | ||||||||||
677-679 Madison Avenue (8 units) | 100.0 | % | Retail / Residential | 100.0 | % | (2) | 13,000 | — | 13,000 | ||||||||
431 Seventh Avenue | 100.0 | % | Retail | 100.0 | % | 10,000 | — | 10,000 | |||||||||
138-142 West 32nd Street | 100.0 | % | Retail | 67.3 | % | 8,000 | — | 8,000 | |||||||||
148 Spring Street | 100.0 | % | Retail | 100.0 | % | 8,000 | — | 8,000 | |||||||||
339 Greenwich Street | 100.0 | % | Retail | 100.0 | % | 8,000 | — | 8,000 | |||||||||
150 Spring Street (1 unit) | 100.0 | % | Retail / Residential | 63.2 | % | (2) | 7,000 | — | 7,000 | ||||||||
966 Third Avenue | 100.0 | % | Retail | 100.0 | % | 7,000 | — | 7,000 | |||||||||
968 Third Avenue (1) | 50.0 | % | Retail | 100.0 | % | 7,000 | — | 7,000 | |||||||||
488 Eighth Avenue | 100.0 | % | Retail | 100.0 | % | 6,000 | — | 6,000 | |||||||||
137 West 33rd Street | 100.0 | % | Retail | 100.0 | % | 3,000 | — | 3,000 | |||||||||
Other (8 units) | 100.0 | % | Retail / Residential | 100.0 | % | (2) | 22,000 | — | 22,000 | ||||||||
Hotel Pennsylvania | 100.0 | % | Hotel | n/a | 1,400,000 | — | 1,400,000 | ||||||||||
Alexander's, Inc.: | |||||||||||||||||
731 Lexington Avenue(1) | 32.4 | % | Office / Retail | 99.9 | % | 1,063,000 | — | 1,063,000 | |||||||||
Rego Park II, Queens(1) | 32.4 | % | Retail | 99.9 | % | 609,000 | — | 609,000 | |||||||||
Rego Park I, Queens(1) | 32.4 | % | Retail | 43.1 | % | 343,000 | — | 343,000 | |||||||||
The Alexander Apartment Tower, Queens (312 units)(1) | 32.4 | % | Residential | 95.5 | % | 255,000 | — | 255,000 | |||||||||
Flushing, Queens(1) (1.0 acre ground leased through 2037) | 32.4 | % | Retail | 100.0 | % | 167,000 | — | 167,000 | |||||||||
Paramus, New Jersey (30.3 acres ground leased through 2041)(1) | 32.4 | % | Retail | 100.0 | % | — | — | — | |||||||||
Total New York Segment | 96.7 | % | 27,876,000 | 1,791,000 | 29,667,000 | ||||||||||||
Our Ownership Interest | 97.0 | % | 22,041,000 | 1,486,000 | 23,527,000 | ||||||||||||
________________________________________
See notes on page 28.
27
ITEM 2. PROPERTIES – CONTINUED
Square Feet | |||||||||||||||||
OTHER SEGMENT Property | % Ownership | Type | % Occupancy | In Service | Under Development or Not Available for Lease | Total Property | |||||||||||
theMART: | |||||||||||||||||
theMART, Chicago | 100.0 | % | Office / Retail/Showroom | 94.8 | % | 3,675,000 | — | 3,675,000 | |||||||||
Other (2 properties)(1) | 50.0 | % | Retail | 89.5 | % | 19,000 | — | 19,000 | |||||||||
Total theMART | 94.7 | % | 3,694,000 | — | 3,694,000 | ||||||||||||
Our Ownership Interest | 94.7 | % | 3,685,000 | — | 3,685,000 | ||||||||||||
555 California Street: | |||||||||||||||||
555 California Street | 70.0 | % | Office | 99.3 | % | 1,508,000 | — | 1,508,000 | |||||||||
315 Montgomery Street | 70.0 | % | Office / Retail | 100.0 | % | 235,000 | — | 235,000 | |||||||||
345 Montgomery Street | 70.0 | % | Office / Retail | n/a | — | 78,000 | 78,000 | ||||||||||
Total 555 California Street | 99.4 | % | 1,743,000 | 78,000 | 1,821,000 | ||||||||||||
Our Ownership Interest | 99.4 | % | 1,220,000 | 55,000 | 1,275,000 | ||||||||||||
Vornado Capital Partners Real Estate Fund ("Fund")(3) : | |||||||||||||||||
Crowne Plaza Times Square, NY (0.64 acres owned in fee; 0.18 acres ground leased through 2187 and 0.05 acres ground leased through 2035) (4) | 75.3 | % | Office / Retail/Hotel | 97.6 | % | 243,000 | — | 243,000 | |||||||||
Lucida, 86th Street and Lexington Avenue, NY (ground leased through 2082) (39 units) | 100 | % | Retail / Residential | 100.0 | % | (2) | 155,000 | — | 155,000 | ||||||||
501 Broadway, NY | 100 | % | Retail | 100.0 | % | 9,000 | — | 9,000 | |||||||||
1100 Lincoln Road, Miami, FL | 100 | % | Retail / Theatre | 86.9 | % | 130,000 | — | 130,000 | |||||||||
Total Real Estate Fund | 94.1 | % | 537,000 | — | 537,000 | ||||||||||||
Our Ownership Interest | 94.5 | % | 154,000 | — | 154,000 | ||||||||||||
Other: | |||||||||||||||||
Rosslyn Plaza (197 units)(1) | 46.2 | % | Office / Residential | 61.6 | % | (2) | 685,000 | 304,000 | 989,000 | ||||||||
Wayne Towne Center, Wayne (ground leased through 2064) | 100 | % | Retail | 100.0 | % | 671,000 | 6,000 | 677,000 | |||||||||
Annapolis (ground leased through 2042) | 100 | % | Retail | 100.0 | % | 128,000 | — | 128,000 | |||||||||
Fashion Centre Mall(1) | 7.5 | % | Retail | 99.6 | % | 868,000 | — | 868,000 | |||||||||
Washington Tower(1) | 7.5 | % | Office | 100.0 | % | 170,000 | — | 170,000 | |||||||||
Total Other | 92.5 | % | 2,522,000 | 310,000 | 2,832,000 | ||||||||||||
Our Ownership Interest | 92.8 | % | 1,187,000 | 146,000 | 1,333,000 | ||||||||||||
________________________________________
(1) | Denotes property not consolidated in the accompanying consolidated financial statements and related financial data included in the Annual Report on Form 10-K. |
(2) | Excludes residential occupancy statistics. |
(3) | We own a 25% interest in the Fund. The ownership percentage in this section represents the Fund's ownership in the underlying assets. |
(4) | We own a 32.9% economic interest through the Fund and the Crowne Plaza Joint Venture. |
28
NEW YORK
As of December 31, 2018, our New York segment consisted of 27.9 million square feet in 87 properties. The 27.9 million square feet is comprised of 19.9 million square feet of office in 36 properties, 2.6 million square feet of retail in 71 properties, 1,999 units in eleven residential properties, the 1.4 million square foot Hotel Pennsylvania, and our 32.4% interest in Alexander’s, which owns seven properties in the greater New York metropolitan area. The New York segment also includes 10 garages totaling 1.7 million square feet (4,875 spaces) which are managed by, or leased to, third parties.
New York lease terms generally range from five to seven years for smaller tenants to as long as 20 years for major tenants, and may provide for extension options at market rates. Leases typically provide for periodic step‑ups in rent over the term of the lease and pass through to tenants their share of increases in real estate taxes and operating expenses over a base year. Electricity is provided to tenants on a sub-metered basis or included in rent based on surveys and adjusted for subsequent utility rate increases. Leases also typically provide for free rent and tenant improvement allowances for all or a portion of the tenant’s initial construction costs of its premises.
As of December 31, 2018, the occupancy rate for our New York segment was 97.0%.
Occupancy and weighted average annual rent per square foot (in service):
Office: | ||||||||||||||
Vornado's Ownership Interest | ||||||||||||||
As of December 31, | Total Property Square Feet | Square Feet | Occupancy Rate | Weighted Average Annual Rent Per Square Foot | ||||||||||
2018 | 19,858,000 | 16,632,000 | 97.2 | % | $ | 74.04 | ||||||||
2017 | 20,256,000 | 16,982,000 | 97.1 | % | 71.09 | |||||||||
2016 | 20,227,000 | 16,962,000 | 96.3 | % | 68.90 | |||||||||
2015 | 19,918,000 | 16,734,000 | 97.1 | % | 66.42 | |||||||||
2014 | 18,785,000 | 15,730,925 | 97.7 | % | 65.31 | |||||||||
Retail: | ||||||||||||||
Vornado's Ownership Interest | ||||||||||||||
As of December 31, | Total Property Square Feet | Square Feet | Occupancy Rate | Weighted Average Annual Rent Per Square Foot | ||||||||||
2018 | 2,648,000 | 2,419,000 | 97.3 | % | $ | 228.43 | ||||||||
2017 | 2,720,000 | 2,471,000 | 96.9 | % | 217.17 | |||||||||
2016 | 2,672,000 | 2,464,000 | 97.1 | % | 213.85 | |||||||||
2015 | 2,596,000 | 2,396,000 | 96.1 | % | 202.72 | |||||||||
2014 | 2,436,000 | 2,176,000 | 96.4 | % | 173.55 | |||||||||
Occupancy and average monthly rent per unit (in service):
Residential: | |||||||||||||||
Vornado's Ownership Interest | |||||||||||||||
As of December 31, | Number of Units | Number of Units | Occupancy Rate | Average Monthly Rent Per Unit | |||||||||||
2018 | 1,999 | 963 | 96.6 | % | $ | 3,803 | |||||||||
2017 | 2,009 | 981 | 96.7 | % | 3,722 | ||||||||||
2016 | (1) | 2,004 | 977 | 95.7 | % | 3,576 | |||||||||
2015 | 1,711 | 886 | 95.0 | % | 3,495 | ||||||||||
2014 | 1,678 | 855 | 95.2 | % | 3,146 | ||||||||||
________________________________________
(1) | Includes The Alexander Apartment Tower (32.4% ownership) from the date of stabilization in the third quarter of 2016. |
29
NEW YORK – CONTINUED
Tenants accounting for 2% or more of revenues:
Tenant | Square Feet Leased | 2018 Revenues | Percentage of New York Total Revenues | Percentage of Total Revenues | |||||||||
Swatch Group USA | 32,000 | $ | 62,636,000 | 3.4 | % | 2.9 | % | ||||||
IPG and affiliates | 924,000 | 59,712,000 | 3.3 | % | 2.8 | % | |||||||
Macy's | 646,000 | 42,402,000 | 2.3 | % | 2.0 | % | |||||||
AXA Equitable Life Insurance | 481,000 | 41,752,000 | 2.3 | % | 1.9 | % | |||||||
2018 rental revenue by tenants’ industry:
Industry | Percentage | ||
Office: | |||
Financial Services | 14 | % | |
Advertising/Marketing | 8 | % | |
Communications | 7 | % | |
Family Apparel | 5 | % | |
Technology | 5 | % | |
Legal Services | 4 | % | |
Insurance | 4 | % | |
Real Estate | 3 | % | |
Publishing | 3 | % | |
Home Entertainment & Electronics | 3 | % | |
Government | 2 | % | |
Banking | 2 | % | |
Engineering, Architect & Surveying | 2 | % | |
Health Services | 1 | % | |
Pharmaceutical | 1 | % | |
Other | 7 | % | |
71 | % | ||
Retail: | |||
Women's Apparel | 7 | % | |
Family Apparel | 7 | % | |
Luxury Retail | 6 | % | |
Restaurants | 2 | % | |
Banking | 1 | % | |
Department Stores | 1 | % | |
Discount Stores | 1 | % | |
Other | 4 | % | |
29 | % | ||
Total | 100 | % | |
30
NEW YORK – CONTINUED
Lease expirations as of December 31, 2018, assuming none of the tenants exercise renewal options:
Number of Expiring Leases | Square Feet of Expiring Leases(1) | Percentage of New York Square Feet | Weighted Average Annual Rent of Expiring Leases | |||||||||||||
Year | Total | Per Square Foot | ||||||||||||||
Office: | ||||||||||||||||
Month to month | 12 | 47,000 | 0.3% | $ | 5,010,000 | $ | 106.60 | |||||||||
2019 | 69 | 627,000 | 3.9% | 41,116,000 | 65.58 | (2) | ||||||||||
2020 | 110 | 1,240,000 | 7.8% | 86,369,000 | 69.65 | |||||||||||
2021 | 133 | 1,188,000 | 7.5% | 92,419,000 | 77.79 | |||||||||||
2022 | 82 | 709,000 | 4.5% | 47,069,000 | 66.39 | |||||||||||
2023 | 87 | 1,971,000 | (3) | 12.4% | 159,774,000 | 81.06 | ||||||||||
2024 | 98 | 1,391,000 | 8.8% | 109,744,000 | 78.90 | |||||||||||
2025 | 54 | 804,000 | 5.1% | 60,228,000 | 74.91 | |||||||||||
2026 | 76 | 1,236,000 | 7.8% | 93,992,000 | 76.05 | |||||||||||
2027 | 69 | 1,118,000 | 7.0% | 81,535,000 | 72.93 | |||||||||||
2028 | 54 | 1,022,000 | 6.4% | 72,762,000 | 71.20 | |||||||||||
Retail: | ||||||||||||||||
Month to month | 20 | 71,000 | 3.7% | $ | 9,355,000 | $ | 131.76 | |||||||||
2019 | 27 | 103,000 | 5.4% | 26,474,000 | 257.03 | (4) | ||||||||||
2020 | 23 | 82,000 | 4.3% | 16,051,000 | 195.74 | |||||||||||
2021 | 15 | 58,000 | 3.0% | 9,589,000 | 165.33 | |||||||||||
2022 | 9 | 29,000 | 1.5% | 7,207,000 | 248.52 | |||||||||||
2023 | 18 | 110,000 | 5.8% | 44,107,000 | 400.97 | |||||||||||
2024 | 22 | 298,000 | 15.6% | 84,487,000 | 283.51 | |||||||||||
2025 | 11 | 42,000 | 2.2% | 19,220,000 | 457.62 | |||||||||||
2026 | 17 | 134,000 | 7.0% | 44,523,000 | 332.26 | |||||||||||
2027 | 11 | 32,000 | 1.7% | 22,719,000 | 709.97 | |||||||||||
2028 | 16 | 45,000 | 2.4% | 18,457,000 | 410.16 | |||||||||||
________________________________________
(1) | Excludes storage, vacancy and other. |
(2) | Based on current market conditions, we expect to re-lease this space at rents between $68 to $78 per square foot. |
(3) | Excludes 492,000 square feet leased at 909 Third Avenue to the U.S. Post Office through 2038 (including three 5-year renewal options) for which the annual escalated rent is $12.99 per square foot. |
(4) | Based on current market conditions, we expect to re-lease this space at rents between $250 to $275 per square foot. |
Alexander’s
As of December 31, 2018, we own 32.4% of the outstanding common stock of Alexander’s, which owns seven properties in the greater New York metropolitan area aggregating 2.4 million square feet, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg L.P. headquarters building. Alexander’s had $1.16 billion of outstanding debt, net, at December 31, 2018, of which our pro rata share was $376.2 million, none of which is recourse to us.
Hotel Pennsylvania
We own the Hotel Pennsylvania which is located in New York City on Seventh Avenue at 33rd Street in the heart of the Penn District and consists of a hotel portion containing 1,000,000 square feet of hotel space with 1,700 rooms and a commercial portion containing 400,000 square feet of retail and office space.
Year Ended December 31, | |||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Hotel Pennsylvania: | |||||||||||||||||||
Average occupancy rate | 86.4 | % | 87.3 | % | 84.7 | % | 90.7 | % | 92.0 | % | |||||||||
Average daily rate | $ | 138.35 | $ | 139.09 | $ | 134.38 | $ | 147.46 | $ | 162.01 | |||||||||
Revenue per available room | 119.47 | 121.46 | 113.84 | 133.69 | 149.04 | ||||||||||||||
31
OTHER INVESTMENTS
theMART
As of December 31, 2018, we own the 3.7 million square foot theMART in Chicago, whose largest tenant is Motorola Mobility at 609,000 square feet, the lease of which is guaranteed by Google. theMART is encumbered by a $675,000,000 mortgage loan that bears interest at a fixed rate of 2.70% and matures in September 2021. As of December 31, 2018, theMART had an occupancy rate of 94.7% and a weighted average annual rent per square foot of $48.16.
555 California Street
As of December 31, 2018, we own a 70% controlling interest in a three-building office complex containing 1.8 million square feet, known as the Bank of America Center, located at California and Montgomery Streets in San Francisco’s financial district (“555 California Street”). 555 California Street is encumbered by a $558,914,000 mortgage loan that bears interest at a fixed rate of 5.10% and matures in September 2021. As of December 31, 2018, 555 California Street had an occupancy rate of 99.4% and a weighted average annual rent per square foot of $75.60.
Vornado Capital Partners Real Estate Fund (the “Fund”) and Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”)
As of December 31, 2018, we own a 25.0% interest in the Fund, which currently has four investments, one of which is the Crowne Plaza Times Square Hotel in which we also own an additional interest through the Crowne Plaza Joint Venture. We are the general partner and investment manager of the Fund. As of December 31, 2018, these four investments are carried on our consolidated balance sheet at an aggregate fair value of $318,758,000, including the Crowne Plaza Joint Venture. As of December 31, 2018, our share of unfunded commitments was $16,119,000.
ITEM 3. | LEGAL PROCEEDINGS |
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
32
PART II
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Vornado Realty Trust
Vornado’s common shares are traded on the New York Stock Exchange under the symbol “VNO.”
As of February 1, 2019, there were 935 holders of record of Vornado common shares.
Vornado Realty L.P.
There is no established trading market for the Operating Partnership's Class A units. Class A units that are not held by Vornado 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.
As of February 1, 2019, there were 984 Class A unitholders of record.
Recent Sales of Unregistered Securities
During 2018, the Operating Partnership issued 915,834 Class A units in connection with equity awards issued pursuant to Vornado’s omnibus share plan, including with respect to grants of restricted Vornado common shares and restricted units of the Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options, and consideration received included $19,078,596 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
From time to time, in connection with equity awards granted under our Omnibus Share Plan, we may withhold common shares for tax purposes or acquire common shares as part of the payment of the exercise price. Although we treat these as repurchases for certain financial statement purposes, these withheld or acquired shares are not considered by us as repurchases for this purpose.
Information relating to compensation plans under which Vornado’s equity securities are authorized for issuance is set forth under Part III, Item 12 of this Annual Report on Form 10-K and such information is incorporated by reference herein.
Recent Purchases of Equity Securities
None.
33
Performance Graph
The following graph is a comparison of the five-year cumulative return of Vornado’s common shares, the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index, a peer group index. The graph assumes that $100 was invested on December 31, 2013 in our common shares, the S&P 500 Index and the NAREIT All Equity Index and that all dividends were reinvested without the payment of any commissions. There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below.
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||||
Vornado Realty Trust | $ | 100 | $ | 136 | $ | 131 | $ | 141 | $ | 135 | $ | 111 | |||||||||||
S&P 500 Index | 100 | 114 | 115 | 129 | 157 | 150 | |||||||||||||||||
The NAREIT All Equity Index | 100 | 128 | 132 | 143 | 155 | 149 | |||||||||||||||||
34
ITEM 6. SELECTED FINANCIAL DATA
Vornado Realty Trust
(Amounts in thousands, except per share amounts) | Year Ended December 31, | ||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Operating Data: | |||||||||||||||||||
REVENUES: | |||||||||||||||||||
Property rentals | $ | 1,760,205 | $ | 1,714,952 | $ | 1,662,093 | $ | 1,626,866 | $ | 1,460,391 | |||||||||
Tenant expense reimbursements | 247,128 | 233,424 | 221,563 | 218,739 | 203,120 | ||||||||||||||
Fee and other income | 156,387 | 135,750 | 120,086 | 139,890 | 128,657 | ||||||||||||||
Total revenues | 2,163,720 | 2,084,126 | 2,003,742 | 1,985,495 | 1,792,168 | ||||||||||||||
EXPENSES: | |||||||||||||||||||
Operating | 963,478 | 886,596 | 844,566 | 824,511 | 768,341 | ||||||||||||||
Depreciation and amortization | 446,570 | 429,389 | 421,023 | 379,803 | 351,583 | ||||||||||||||
General and administrative | 141,871 | 150,782 | 143,643 | 148,982 | 130,256 | ||||||||||||||
(Benefit) expense from deferred compensation plan liability | (2,480 | ) | 6,932 | 5,213 | 111 | 11,557 | |||||||||||||
Transaction related costs, impairment loss and other | 31,320 | 1,776 | 9,451 | 12,511 | 18,435 | ||||||||||||||
Total expenses | 1,580,759 | 1,475,475 | 1,423,896 | 1,365,918 | 1,280,172 | ||||||||||||||
Operating income | 582,961 | 608,651 | 579,846 | 619,577 | 511,996 | ||||||||||||||
Income (loss) from partially owned entities | 9,149 | 15,200 | 168,948 | (9,947 | ) | (58,484 | ) | ||||||||||||
(Loss) income from real estate fund investments | (89,231 | ) | 3,240 | (23,602 | ) | 74,081 | 163,034 | ||||||||||||
Interest and other investment income, net | 17,057 | 30,861 | 24,335 | 27,129 | 27,012 | ||||||||||||||
(Loss) income from deferred compensation plan assets | (2,480 | ) | 6,932 | 5,213 | 111 | 11,557 | |||||||||||||
Interest and debt expense | (347,949 | ) | (345,654 | ) | (330,240 | ) | (309,298 | ) | (337,360 | ) | |||||||||
Purchase price fair value adjustment | 44,060 | — | — | — | — | ||||||||||||||
Net gains on disposition of wholly owned and partially owned assets | 246,031 | 501 | 160,433 | 149,417 | 13,568 | ||||||||||||||
Income before income taxes | 459,598 | 319,731 | 584,933 | 551,070 | 331,323 | ||||||||||||||
Income tax (expense) benefit | (37,633 | ) | (42,375 | ) | (7,923 | ) | 84,849 | (9,157 | ) | ||||||||||
Income from continuing operations | 421,965 | 277,356 | 577,010 | 635,919 | 322,166 | ||||||||||||||
Income (loss) from discontinued operations | 638 | (13,228 | ) | 404,912 | 223,511 | 686,860 | |||||||||||||
Net income | 422,603 | 264,128 | 981,922 | 859,430 | 1,009,026 | ||||||||||||||
Less net loss (income) attributable to noncontrolling interests in: | |||||||||||||||||||
Consolidated subsidiaries | 53,023 | (25,802 | ) | (21,351 | ) | (55,765 | ) | (96,561 | ) | ||||||||||
Operating Partnership | (25,672 | ) | (10,910 | ) | (53,654 | ) | (43,231 | ) | (47,613 | ) | |||||||||
Net income attributable to Vornado | 449,954 | 227,416 | 906,917 | 760,434 | 864,852 | ||||||||||||||
Preferred share dividends | (50,636 | ) | (65,399 | ) | (75,903 | ) | (80,578 | ) | (81,464 | ) | |||||||||
Preferred share issuance costs | (14,486 | ) | — | (7,408 | ) | — | — | ||||||||||||
NET INCOME attributable to common shareholders | $ | 384,832 | $ | 162,017 | $ | 823,606 | $ | 679,856 | $ | 783,388 | |||||||||
Per Share Data: | |||||||||||||||||||
Income from continuing operations, net - basic | $ | 2.02 | $ | 0.92 | $ | 2.35 | $ | 2.49 | $ | 0.73 | |||||||||
Income from continuing operations, net - diluted | 2.01 | 0.91 | 2.34 | 2.48 | 0.72 | ||||||||||||||
Net income per common share - basic | 2.02 | 0.85 | 4.36 | 3.61 | 4.18 | ||||||||||||||
Net income per common share - diluted | 2.01 | 0.85 | 4.34 | 3.59 | 4.15 | ||||||||||||||
Dividends per common share | 2.52 | 2.62 | (1) | 2.52 | 2.52 | (2) | 2.92 | ||||||||||||
Balance Sheet Data: | |||||||||||||||||||
Total assets | $ | 17,180,794 | $ | 17,397,934 | $ | 20,814,847 | $ | 21,143,293 | $ | 21,157,980 | |||||||||
Real estate, at cost | 16,237,883 | 14,756,295 | 14,187,820 | 13,545,295 | 12,438,940 | ||||||||||||||
Accumulated depreciation and amortization | (3,180,175 | ) | (2,885,283 | ) | (2,581,514 | ) | (2,356,728 | ) | (2,209,778 | ) | |||||||||
Debt, net | 9,836,621 | 9,729,487 | 9,446,670 | 9,095,670 | 7,557,877 | ||||||||||||||
Total equity | 5,107,883 | 5,007,701 | 7,618,496 | 7,476,078 | 7,489,382 | ||||||||||||||
____________________
(1) | Post spin-off of JBG SMITH Properties (NYSE: JBGS) on July 17, 2017. |
(2) | Post spin-off of Urban Edge Properties (NYSE: UE) on January 15, 2015. |
35
ITEM 6. | SELECTED FINANCIAL DATA – CONTINUED |
Vornado Realty Trust
(Amounts in thousands) | Year Ended December 31, | ||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Other Data: | |||||||||||||||||||
Funds From Operations ("FFO")(1): | |||||||||||||||||||
Net income attributable to common shareholders | $ | 384,832 | $ | 162,017 | $ | 823,606 | $ | 679,856 | $ | 783,388 | |||||||||
FFO adjustments: | |||||||||||||||||||
Depreciation and amortization of real property | 413,091 | 467,966 | 531,620 | 514,085 | 517,493 | ||||||||||||||
Net gains on sale of real estate | (158,138 | ) | (3,797 | ) | (177,023 | ) | (289,117 | ) | (507,192 | ) | |||||||||
Real estate impairment losses | 12,000 | — | 160,700 | 256 | 26,518 | ||||||||||||||
Decrease in fair value of marketable securities | 26,453 | — | — | — | — | ||||||||||||||
After-tax purchase price fair value adjustment on depreciable real estate | (27,289 | ) | — | — | — | — | |||||||||||||
Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO: | |||||||||||||||||||
Depreciation and amortization of real property | 101,591 | 137,000 | 154,795 | 143,960 | 117,766 | ||||||||||||||
Net gains on sale of real estate | (3,998 | ) | (17,777 | ) | (2,853 | ) | (4,513 | ) | (11,580 | ) | |||||||||
Real estate impairment losses | — | 7,692 | 6,328 | 16,758 | — | ||||||||||||||
Decrease in fair value of marketable securities | 3,882 | — | — | — | — | ||||||||||||||
Income tax effect of above adjustments | — | — | — | — | (7,287 | ) | |||||||||||||
367,592 | 591,084 | 673,567 | 381,429 | 135,718 | |||||||||||||||
Noncontrolling interests' share of above adjustments | (22,746 | ) | (36,420 | ) | (41,267 | ) | (22,342 | ) | (8,073 | ) | |||||||||
FFO adjustments, net | 344,846 | 554,664 | 632,300 | 359,087 | 127,645 | ||||||||||||||
FFO attributable to common shareholders | 729,678 | 716,681 | 1,455,906 | 1,038,943 | 911,033 | ||||||||||||||
Convertible preferred share dividends | 62 | 77 | 86 | 92 | 97 | ||||||||||||||
Earnings allocated to Out-Performance Plan units | — | 1,047 | 1,591 | — | — | ||||||||||||||
FFO attributable to common shareholders plus assumed conversions(1) | $ | 729,740 | $ | 717,805 | $ | 1,457,583 | $ | 1,039,035 | $ | 911,130 | |||||||||
________________________________________
(1) | 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 depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified 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 our 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. |
36
ITEM 6. | SELECTED FINANCIAL DATA – CONTINUED |
Vornado Realty L.P.
(Amounts in thousands, except per unit amounts) | Year Ended December 31, | ||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Operating Data: | |||||||||||||||||||
REVENUES: | |||||||||||||||||||
Property rentals | $ | 1,760,205 | $ | 1,714,952 | $ | 1,662,093 | $ | 1,626,866 | $ | 1,460,391 | |||||||||
Tenant expense reimbursements | 247,128 | 233,424 | 221,563 | 218,739 | 203,120 | ||||||||||||||
Fee and other income | 156,387 | 135,750 | 120,086 | 139,890 | 128,657 | ||||||||||||||
Total revenues | 2,163,720 | 2,084,126 | 2,003,742 | 1,985,495 | 1,792,168 | ||||||||||||||
EXPENSES: | |||||||||||||||||||
Operating | 963,478 | 886,596 | 844,566 | 824,511 | 768,341 | ||||||||||||||
Depreciation and amortization | 446,570 | 429,389 | 421,023 | 379,803 | 351,583 | ||||||||||||||
General and administrative | 141,871 | 150,782 | 143,643 | 148,982 | 130,256 | ||||||||||||||
(Benefit) expense from deferred compensation plan liability | (2,480 | ) | 6,932 | 5,213 | 111 | 11,557 | |||||||||||||
Transaction related costs, impairment loss and other | 31,320 | 1,776 | 9,451 | 12,511 | 18,435 | ||||||||||||||
Total expenses | 1,580,759 | 1,475,475 | 1,423,896 | 1,365,918 | 1,280,172 | ||||||||||||||
Operating income | 582,961 | 608,651 | 579,846 | 619,577 | 511,996 | ||||||||||||||
Income (loss) from partially owned entities | 9,149 | 15,200 | 168,948 | (9,947 | ) | (58,484 | ) | ||||||||||||
(Loss) income from real estate fund investments | (89,231 | ) | 3,240 | (23,602 | ) | 74,081 | 163,034 | ||||||||||||
Interest and other investment income, net | 17,057 | 30,861 | 24,335 | 27,129 | 27,012 | ||||||||||||||
(Loss) income from deferred compensation plan assets | (2,480 | ) | 6,932 | 5,213 | 111 | 11,557 | |||||||||||||
Interest and debt expense | (347,949 | ) | (345,654 | ) | (330,240 | ) | (309,298 | ) | (337,360 | ) | |||||||||
Purchase price fair value adjustment | 44,060 | — | — | — | — | ||||||||||||||
Net gains on disposition of wholly owned and partially owned assets | 246,031 | 501 | 160,433 | 149,417 | 13,568 | ||||||||||||||
Income before income taxes | 459,598 | 319,731 | 584,933 | 551,070 | 331,323 | ||||||||||||||
Income tax (expense) benefit | (37,633 | ) | (42,375 | ) | (7,923 | ) | 84,849 | (9,157 | ) | ||||||||||
Income from continuing operations | 421,965 | 277,356 | 577,010 | 635,919 | 322,166 | ||||||||||||||
Income (loss) from discontinued operations | 638 | (13,228 | ) | 404,912 | 223,511 | 686,860 | |||||||||||||
Net income | 422,603 | 264,128 | 981,922 | 859,430 | 1,009,026 | ||||||||||||||
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries | 53,023 | (25,802 | ) | (21,351 | ) | (55,765 | ) | (96,561 | ) | ||||||||||
Net income attributable to Vornado Realty L.P. | 475,626 | 238,326 | 960,571 | 803,665 | 912,465 | ||||||||||||||
Preferred unit distributions | (50,830 | ) | (65,593 | ) | (76,097 | ) | (80,736 | ) | (81,514 | ) | |||||||||
Preferred share issuance costs | (14,486 | ) | — | (7,408 | ) | — | — | ||||||||||||
NET INCOME attributable to Class A unitholders | $ | 410,310 | $ | 172,733 | $ | 877,066 | $ | 722,929 | $ | 830,951 | |||||||||
Per Unit Data: | |||||||||||||||||||
Income from continuing operations, net - basic | $ | 2.01 | $ | 0.91 | $ | 2.34 | $ | 2.49 | $ | 0.71 | |||||||||
Income from continuing operations, net - diluted | 2.00 | 0.90 | 2.32 | 2.46 | 0.70 | ||||||||||||||
Net income per Class A unit - basic | 2.02 | 0.84 | 4.36 | 3.61 | 4.17 | ||||||||||||||
Net income per Class A unit - diluted | 2.00 | 0.83 | 4.32 | 3.57 | 4.14 | ||||||||||||||
Distributions per Class A unit | 2.52 | 2.62 | (1) | 2.52 | 2.52 | (2) | 2.92 | ||||||||||||
Balance Sheet Data: | |||||||||||||||||||
Total assets | $ | 17,180,794 | $ | 17,397,934 | $ | 20,814,847 | $ | 21,143,293 | $ | 21,157,980 | |||||||||
Real estate, at cost | 16,237,883 | 14,756,295 | 14,187,820 | 13,545,295 | 12,438,940 | ||||||||||||||
Accumulated depreciation and amortization | (3,180,175 | ) | (2,885,283 | ) | (2,581,514 | ) | (2,356,728 | ) | (2,209,778 | ) | |||||||||
Debt, net | 9,836,621 | 9,729,487 | 9,446,670 | 9,095,670 | 7,557,877 | ||||||||||||||
Total equity | 5,107,883 | 5,007,701 | 7,618,496 | 7,476,078 | 7,489,382 | ||||||||||||||
________________________________________
(1) | Post spin-off of JBG SMITH (NYSE: JBGS) on July 17, 2017. |
(2) | Post spin-off of Urban Edge Properties (NYSE: UE) on January 15, 2015. |
37
ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Page Number | |
Overview | |
Overview - Leasing activity | |
Critical Accounting Policies | |
Net Operating Income At Share by Segment for the Years Ended December 31, 2018, 2017 and 2016 | |
Results of Operations: | |
Year Ended December 31, 2018 Compared to December 31, 2017 | |
Year Ended December 31, 2017 Compared to December 31, 2016 | |
Supplemental Information: | |
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and 2017 | |
Three Months Ended December 31, 2018 Compared to December 31, 2017 | |
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and September 30, 2018 | |
Three Months Ended December 31, 2018 Compared to September 30, 2018 | |
Related Party Transactions | |
Liquidity and Capital Resources | |
Financing Activities and Contractual Obligations | |
Certain Future Cash Requirements | |
Cash Flows for the Year Ended December 31, 2018 Compared to December 31, 2017 | |
Capital Expenditures for the Year Ended December 31, 2018 | |
Capital Expenditures for the Year Ended December 31, 2017 | |
Capital Expenditures for the Year Ended December 31, 2016 | |
Funds From Operations for the Three Months and Years Ended December 31, 2018 and 2017 | |
38
Overview
Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2018. All references to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.
We own and operate office and retail properties with a concentration in the New York City metropolitan area. In addition, we have a 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area, as well as interests in other real estate and related investments.
Our business objective is to maximize Vornado shareholder value, which we measure by the total return provided to our shareholders. Below is a table comparing Vornado’s performance to the FTSE NAREIT Office Index (“Office REIT”) and the MSCI US REIT Index (“MSCI”) for the following periods ended December 31, 2018:
Total Return(1) | ||||||||||
Vornado | Office REIT | MSCI | ||||||||
Three-month | (14.2 | )% | (11.9 | )% | (6.7 | )% | ||||
One-year | (17.8 | )% | (14.5 | )% | (4.6 | )% | ||||
Three-year | (15.6 | )% | 1.8 | % | 8.9 | % | ||||
Five-year | 10.6 | % | 28.5 | % | 45.6 | % | ||||
Ten-year | 101.8 | % | 146.7 | % | 215.5 | % | ||||
____________________
(1) | Past performance is not necessarily indicative of future performance. |
We intend to achieve this objective by continuing to pursue our investment philosophy and to execute our operating strategies through:
• | maintaining a superior team of operating and investment professionals and an entrepreneurial spirit; |
• | investing in properties in select markets, such as New York City, where we believe there is a high likelihood of capital appreciation; |
• | acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents; |
• | investing in retail properties in select under-stored locations such as the New York City metropolitan area; |
• | developing and redeveloping our existing properties to increase returns and maximize value; and |
• | investing in operating companies that have a significant real estate component. |
We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from asset sales and by accessing the public and private capital markets. We may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire these securities in the future.
We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Item 1A for additional information regarding these factors.
39
Overview - continued
Vornado Realty Trust
Quarter Ended December 31, 2018 Financial Results Summary
Net income attributable to common shareholders for the quarter ended December 31, 2018 was $100,494,000, or $0.53 per diluted share, compared to $27,319,000, or $0.14 per diluted share, for the prior year’s quarter. The quarters ended December 31, 2018 and 2017 include certain items that impact net income attributable to common shareholders, which are listed in the table on page 41. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the quarter ended December 31, 2018 by $49,504,000, or $0.26 per diluted share, and decreased net income attributable to common shareholders for the quarter ended December 31, 2017 by $38,471,000, or $0.20 per diluted share.
Funds From Operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended December 31, 2018 was $210,100,000, or $1.10 per diluted share, compared to $153,151,000, or $0.80 per diluted share, for the prior year’s quarter. The quarters ended December 31, 2018 and 2017 include certain items that impact FFO, which are listed in the table on page 42. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO for the quarter ended December 31, 2018 by $38,673,000, or $0.20 per diluted share and decreased FFO for the quarter ended December 31, 2017 by $33,974,000, or $0.18 per diluted share.
Year Ended December 31, 2018 Financial Results Summary
Net income attributable to common shareholders for the year ended December 31, 2018 was $384,832,000, or $2.01 per diluted share, compared to $162,017,000, or $0.85 per diluted share, for the year ended December 31, 2017. The years ended December 31, 2018 and 2017 include certain items that impact net income attributable to common shareholders, which are listed in the table on page 41. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the year ended December 31, 2018 by $140,938,000, or $0.74 per diluted share, and decreased net income attributable to common shareholders for the year ended December 31, 2017 by $90,847,000, or $0.47 per diluted share.
FFO attributable to common shareholders plus assumed conversions for the year ended December 31, 2018 was $729,740,000, or $3.82 per diluted share, compared to $717,805,000, or $3.75 per diluted share, for the year ended December 31, 2017. The years ended December 31, 2018 and 2017 include certain items that impact FFO, which are listed in the table on page 42. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO by $10,980,000 and $4,782,000, or $0.06 and $0.02 per diluted share, for the years ended December 31, 2018 and 2017, respectively.
40
Overview - continued
Vornado Realty Trust - continued
The following table reconciles the difference between our net income attributable to common shareholders and our net income attributable to common shareholders, as adjusted:
(Amounts in thousands) | For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Certain (income) expense items that impact net income attributable to common shareholders: | |||||||||||||||
After-tax net gain on sale of 220 Central Park South condominium units | $ | (67,336 | ) | $ | — | $ | (67,336 | ) | $ | — | |||||
After-tax purchase price fair value adjustment related to the increase in ownership of the Farley joint venture | (27,289 | ) | — | (27,289 | ) | — | |||||||||
Our share of loss (income) from real estate fund investments (excluding our $4,252 share of One Park Avenue potential additional transfer taxes) | 24,366 | (529 | ) | 23,749 | 10,804 | ||||||||||
Real estate impairment losses (including our share of partially owned entities) | 12,000 | 145 | 12,000 | 7,692 | |||||||||||
Decrease in fair value of marketable securities resulting from a new GAAP accounting standard effective January 1, 2018 (including our share of partially owned entities) | 3,733 | — | 30,335 | — | |||||||||||
(Income) loss from discontinued operations and sold properties (primarily related to JBG SMITH Properties operating results and transaction costs through July 17, 2017 spin-off and 666 Fifth Avenue Office Condominium operations through August 3, 2018 sale) | (242 | ) | 1,664 | 5,727 | 43,615 | ||||||||||
Tax expense related to the reduction of our taxable REIT subsidiaries deferred tax assets | — | 34,800 | — | 34,800 | |||||||||||
Net gains on sale of real estate (including our share of partially owned entities) | — | (585 | ) | (28,104 | ) | (21,574 | ) | ||||||||
Net gain on sale of our ownership interests in 666 Fifth Avenue Office Condominium | — | — | (134,032 | ) | — | ||||||||||
Net gain on the repayment of our loan investment in 666 Fifth Avenue Office Condominium | — | — | (7,308 | ) | — | ||||||||||
Our share of potential additional New York City transfer taxes based on a Tax Tribunal interpretation which Vornado is appealing | — | — | 23,503 | — | |||||||||||
Preferred share issuance costs | — | — | 14,486 | — | |||||||||||
Impairment loss on investment in Pennsylvania Real Estate Investment Trust ("PREIT") | — | — | — | 44,465 | |||||||||||
Net gain resulting from Urban Edge Properties ("UE") operating partnership unit issuances | — | — | — | (21,100 | ) | ||||||||||
Net gain on repayment of our Suffolk Downs JV debt investments | — | — | — | (11,373 | ) | ||||||||||
Other | 1,996 | 5,515 | 4,046 | 9,900 | |||||||||||
(52,772 | ) | 41,010 | (150,223 | ) | 97,229 | ||||||||||
Noncontrolling interests' share of above adjustments | 3,268 | (2,539 | ) | 9,285 | (6,382 | ) | |||||||||
Total of certain (income) expense items that impact net income attributable to common shareholders | $ | (49,504 | ) | $ | 38,471 | $ | (140,938 | ) | $ | 90,847 | |||||
41
Overview - continued
Vornado Realty Trust - continued
The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted:
(Amounts in thousands) | For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions: | |||||||||||||||
After-tax net gain on sale of 220 Central Park South condominium units | $ | (67,336 | ) | $ | — | $ | (67,336 | ) | $ | — | |||||
Our share of FFO from real estate fund investments (excluding our $4,252 share of One Park Avenue potential additional transfer taxes) | 24,366 | (529 | ) | 23,749 | 10,804 | ||||||||||
FFO from discontinued operations and sold properties (primarily related to JBG SMITH Properties operating results and transaction costs through July 17, 2017 spin-off and 666 Fifth Avenue Office Condominium operations through August 3, 2018 sale) | (242 | ) | (4,006 | ) | (2,834 | ) | (73,240 | ) | |||||||
Tax expense related to the reduction of our taxable REIT subsidiaries deferred tax assets | — | 34,800 | — | 34,800 | |||||||||||
Our share of potential additional New York City transfer taxes based on a Tax Tribunal interpretation which Vornado is appealing | — | — | 23,503 | — | |||||||||||
Preferred share issuance costs | — | — | 14,486 | — | |||||||||||
Net gain on the repayment of our loan investment in 666 Fifth Avenue Office Condominium | — | — | (7,308 | ) | — | ||||||||||
Impairment loss on investment in PREIT | — | — | — | 44,465 | |||||||||||
Net gain resulting from UE operating partnership unit issuances | — | — | — | (21,100 | ) | ||||||||||
Net gain on repayment of our Suffolk Downs JV debt investments | — | — | — | (11,373 | ) | ||||||||||
Other | 1,987 | 5,951 | 4,033 | 10,328 | |||||||||||
(41,225 | ) | 36,216 | (11,707 | ) | (5,316 | ) | |||||||||
Noncontrolling interests' share of above adjustments | 2,552 | (2,242 | ) | 727 | 534 | ||||||||||
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net | $ | (38,673 | ) | $ | 33,974 | $ | (10,980 | ) | $ | (4,782 | ) | ||||
42
Overview - continued
Same Store Net Operating Income ("NOI") At Share
The percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are summarized below.
Total | New York(1) | theMART | 555 California Street | ||||||||
Same store NOI at share % increase (decrease): | |||||||||||
Year ended December 31, 2018 compared to December 31, 2017 | 0.8 | % | 1.4 | % | (12.2 | )% | (2) | 14.9 | % | ||
Year ended December 31, 2017 compared to December 31, 2016 | 2.7 | % | 2.7 | % | 4.2 | % | (3) | 1.9 | % | ||
Three months ended December 31, 2018 compared to December 31, 2017 | (6.3 | )% | (3.1 | )% | (56.6 | )% | (2) | 16.8 | % | ||
Three months ended December 31, 2018 compared to September 30, 2018 | (5.3 | )% | (1.1 | )% | (58.0 | )% | (2) | 3.8 | % | ||
Same store NOI at share - cash basis % increase (decrease): | |||||||||||
Year ended December 31, 2018 compared to December 31, 2017 | 3.9 | % | 4.3 | % | (6.5 | )% | (2) | 18.1 | % | ||
Year ended December 31, 2017 compared to December 31, 2016 | 11.8 | % | 11.3 | % | 7.6 | % | (3) | 36.0 | % | ||
Three months ended December 31, 2018 compared to December 31, 2017 | (1.7 | )% | 1.9 | % | (49.8 | )% | (2) | 15.8 | % | ||
Three months ended December 31, 2018 compared to September 30, 2018 | (4.2 | )% | — | % | (52.9 | )% | (2) | 5.7 | % | ||
________________________________________
Increase (Decrease) | |||
(1) | Excluding Hotel Pennsylvania, same store NOI at share % increase (decrease): | ||
Year ended December 31, 2018 compared to December 31, 2017 | 1.5 | % | |
Year ended December 31, 2017 compared to December 31, 2016 | 2.3 | % | |
Three months ended December 31, 2018 compared to December 31, 2017 | (3.0 | )% | |
Three months ended December 31, 2018 compared to September 30, 2018 | (1.7 | )% | |
Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase (decrease): | |||
Year ended December 31, 2018 compared to December 31, 2017 | 4.5 | % | |
Year ended December 31, 2017 compared to December 31, 2016 | 11.0 | % | |
Three months ended December 31, 2018 compared to December 31, 2017 | 2.1 | % | |
Three months ended December 31, 2018 compared to September 30, 2018 | (0.6 | )% | |
(2) | Includes additional real estate tax expense accruals of $15,148,000 and $12,124,000 for the year and three months ended December 31, 2018, respectively, due to an increase in the tax-assessed value of theMART. |
(3) | The year ended December 31, 2016 includes a $2,000,000 reversal of an expense accrued in 2015. Excluding this amount, same store NOI at share increased by 6.4% and same store NOI at share - cash basis increased by 10.0%. |
Calculations of same store NOI at share, reconciliations of our net income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of the Financial Condition and Results of Operations.
43
Overview - continued
Acquisitions
537 West 26th Street
On February 9, 2018, we acquired 537 West 26th Street, a 14,000 square foot commercial property adjacent to our 260 Eleventh Avenue office property, and 55,000 square feet of additional zoning air rights for $44,000,000.
1535 Broadway
On July 30, 2012, we entered into a lease with Host Hotels & Resorts, Inc. (NYSE: HST) (“Host”), under which we redeveloped the retail and signage components of the Marriott Times Square Hotel. We accounted for this lease as a “capital lease” and recorded a $240,000,000 capital lease asset and liability. On September 21, 2018, we acquired the retail condominium from Host for $442,000,000 (inclusive of the $240,000,000 capital lease liability). The original lease transaction provided that we would become the 100% owner through a put/call arrangement, based on a pre-negotiated formula. This transaction satisfies the put/call arrangement. Our 100% fee interest includes 45,000 square feet of retail, the 1,611 seat Marquis Theater and the largest digital sign in New York with a 330 linear foot, 25,000 square foot display.
Farley Office and Retail Building
On October 30, 2018, we increased our ownership interest in the joint venture that is developing the Farley Office and Retail Building to 95.0% from 50.1% by acquiring a 44.9% additional ownership interest from the Related Companies ("Related"). The purchase price was $41,500,000 plus the reimbursement of $33,026,000 of costs funded by Related through October 30, 2018. We consolidate the accounts of the joint venture as of October 30, 2018. In connection therewith, we recorded a net gain of $44,060,000, which is included in "purchase price fair value adjustment" on our consolidated statements of income. As a result of this gain, because we hold our investment in the joint venture through a taxable REIT subsidiary, $16,771,000 of income tax expense was recognized on our consolidated statements of income.
Dispositions
On January 17, 2018, Vornado Capital Partners Real Estate Fund (the "Fund") completed the sale of the retail condominium at 11 East 68th Street, a property located on Madison Avenue and 68th Street, for $82,000,000. From the inception of this investment through its disposition, the Fund realized a $46,259,000 net gain.
On June 21, 2018 we completed the $45,000,000 sale of 27 Washington Square North, which resulted in a net gain of $23,559,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
On August 3, 2018, we completed the sale of our 49.5% interests in the 666 Fifth Avenue Office Condominium. We received net proceeds of $120,000,000 and recognized a financial statement gain of $134,032,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. The gain for tax purposes was approximately $254,000,000. We continue to own all of the 666 Fifth Avenue Retail Condominium encompassing the Uniqlo, Tissot and Hollister stores with 125 linear feet of frontage on Fifth Avenue between 52nd and 53rd Street. Concurrently with the sale of our interests, the existing mortgage loan on the property was repaid and we received net proceeds of $55,244,000 for the participation we held in the mortgage loan. We recognized a financial statement gain of $7,308,000, which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Financings
Preferred Securities
On January 4 and 11, 2018, we redeemed all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units at their redemption price of $25.00 per share/unit, or $470,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption, and expensed $14,486,000 of previously capitalized issuance costs.
44
Overview - continued
Financings - continued
Unsecured Term Loan
On October 26, 2018, we extended our $750,000,000 unsecured term loan from October 2020 to February 2024. The interest rate on the extended unsecured term loan was lowered from LIBOR plus 1.15% to LIBOR plus 1.00% (3.52% as of December 31, 2018). In connection with the extension of our unsecured term loan, we entered into an interest rate swap from LIBOR plus 1.00% to a fixed rate of 3.87% through October 2023.
Other Financings
On January 5, 2018, we completed a $100,000,000 refinancing of 33-00 Northern Boulevard (Center Building), a 471,000 square foot office building in Long Island City, New York. The seven-year loan is at LIBOR plus 1.80%, which was swapped to a fixed rate of 4.14%. We realized net proceeds of approximately $37,200,000 after repayment of the existing 4.43% $59,800,000 mortgage and closing costs.
On April 19, 2018, the joint venture between the Fund and the Crowne Plaza Joint Venture completed a $255,000,000 refinancing of the Crowne Plaza Times Square Hotel. The interest-only loan is at LIBOR plus 3.53% (6.00% at December 31, 2018) and matures in May 2020 with three one-year extension options. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The Crowne Plaza Times Square Hotel was previously encumbered by a $310,000,000 interest-only mortgage at LIBOR plus 2.80%, which was scheduled to mature in December 2018.
On June 11, 2018, the joint venture that owns Independence Plaza, a three-building 1,327 unit residential complex in the Tribeca submarket of Manhattan completed a $675,000,000 refinancing of Independence Plaza. The seven-year interest-only loan matures in July 2025 and has a fixed rate of 4.25%. Our share of net proceeds, after repayment of the existing 3.48% $550,000,000 mortgage and closing costs, was $55,618,000.
On August 9, 2018, we completed a $120,000,000 refinancing of 4 Union Square South, a 206,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.40% (3.75% as of December 31, 2018) and matures in 2025, as extended. The property was previously encumbered by a $113,000,000 mortgage at LIBOR plus 2.15%, which was scheduled to mature in 2019.
On November 16, 2018, we completed a $205,000,000 refinancing of 150 West 34th Street, a 78,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.88% (4.26% as of December 31, 2018) and matures in 2024, as extended. Concurrently, we invested $105,000,000 in a participation in the refinanced mortgage loan, which earns interest at a rate of LIBOR plus 2.00% (4.38% as of December 31, 2018) and also matures in 2024, as extended, and is included in "other assets" on our consolidated balance sheets. The property was previously encumbered by a mortgage of the same amount at LIBOR plus 2.25%, which was scheduled to mature in 2020.
Other Activities
220 Central Park South ("220 CPS")
During the fourth quarter of 2018, we completed the sale of 11 condominium units at 220 CPS for net proceeds aggregating $214,776,000 and resulting in a financial statement net gain of $81,224,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $13,888,000 of income tax expense was recognized in our consolidated statements of income and $213,000,000 of the $950,000,000 220 CPS loan was repaid.
45
Overview - continued
Leasing Activity
The leasing activity and related statistics in the tables below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
(Square feet in thousands) | New York | ||||||||||||||
Office | Retail | theMART | 555 California Street | ||||||||||||
Quarter Ended December 31, 2018: | |||||||||||||||
Total square feet leased | 479 | 26 | 46 | — | |||||||||||
Our share of square feet leased | 415 | 17 | 46 | — | |||||||||||
Initial rent(1) | $ | 72.97 | $ | 211.34 | $ | 60.73 | $ | — | |||||||
Weighted average lease term (years) | 7.7 | 8.2 | 5.6 | — | |||||||||||
Second generation relet space: | |||||||||||||||
Square feet | 357 | 7 | 46 | — | |||||||||||
GAAP basis: | |||||||||||||||
Straight-line rent(2) | $ | 67.56 | $ | 228.99 | $ | 61.28 | $ | — | |||||||
Prior straight-line rent | $ | 63.17 | $ | 222.39 | $ | 56.40 | $ | — | |||||||
Percentage increase | 6.9 | % | 3.0 | % | 8.7 | % | — | % | |||||||
Cash basis: | |||||||||||||||
Initial rent(1) | $ | 67.22 | $ | 219.50 | $ | 60.73 | $ | — | |||||||
Prior escalated rent | $ | 66.41 | $ | 217.08 | $ | 58.87 | $ | — | |||||||
Percentage increase | 1.2 | % | 1.1 | % | 3.2 | % | — | % | |||||||
Tenant improvements and leasing commissions: | |||||||||||||||
Per square foot | $ | 78.71 | $ | 144.50 | $ | 9.03 | $ | — | |||||||
Per square foot per annum: | $ | 10.22 | $ | 17.62 | $ | 1.61 | $ | — | |||||||
Percentage of initial rent | 14.0 | % | 8.3 | % | 2.7 | % | — | % | |||||||
Year Ended December 31, 2018: | |||||||||||||||
Total square feet leased | 1,827 | 255 | 243 | 249 | |||||||||||
Our share of square feet leased | 1,627 | 236 | 243 | 174 | |||||||||||
Initial rent(1) | $ | 79.03 | $ | 171.25 | $ | 53.47 | $ | 89.28 | |||||||
Weighted average lease term (years) | 9.6 | 5.5 | 5.8 | 10.3 | |||||||||||
Second generation relet space: | |||||||||||||||
Square feet | 1,347 | 216 | 232 | 62 | |||||||||||
GAAP basis: | |||||||||||||||
Straight-line rent(2) | $ | 81.57 | $ | 180.01 | $ | 54.11 | $ | 104.06 | |||||||
Prior straight-line rent | $ | 60.99 | $ | 232.98 | $ | 44.77 | $ | 77.46 | |||||||
Percentage increase (decrease) | 33.7 | % | (22.7 | )% | 20.9 | % | 34.3 | % | |||||||
Cash basis: | |||||||||||||||
Initial rent(1) | $ | 79.22 | $ | 164.74 | $ | 53.49 | $ | 97.28 | |||||||
Prior escalated rent | $ | 64.59 | $ | 166.35 | $ | 47.48 | $ | 85.77 | |||||||
Percentage increase (decrease) | 22.7 | % | (1.0 | )% | 12.7 | % | 13.4 | % | |||||||
Tenant improvements and leasing commissions: | |||||||||||||||
Per square foot | $ | 92.69 | $ | 59.17 | $ | 17.63 | $ | 94.98 | |||||||
Per square foot per annum: | $ | 9.66 | $ | 10.76 | $ | 3.04 | $ | 9.22 | |||||||
Percentage of initial rent | 12.2 | % | 6.3 | % | 5.7 | % | 10.3 | % | |||||||
See notes on the following page.
46
Overview - continued
Leasing Activity – continued
(Square feet in thousands) | New York | ||||||||||||||
Office | Retail | theMART | 555 California Street | ||||||||||||
Year Ended December 31, 2017: | |||||||||||||||
Total square feet leased | 1,867 | 126 | 345 | 285 | |||||||||||
Our share of square feet leased: | 1,469 | 97 | 345 | 200 | |||||||||||
Initial rent(1) | $ | 78.72 | $ | 318.67 | $ | 47.60 | $ | 88.42 | |||||||
Weighted average lease term (years) | 8.1 | 7.6 | 6.6 | 7.2 | |||||||||||
Second generation relet space: | |||||||||||||||
Square feet | 1,018 | 61 | 319 | 152 | |||||||||||
GAAP basis: | |||||||||||||||
Straight-line rent(2) | $ | 74.28 | $ | 171.74 | $ | 47.93 | $ | 99.53 | |||||||
Prior straight-line rent | $ | 65.85 | $ | 135.81 | $ | 38.04 | $ | 80.15 | |||||||
Percentage increase | 12.8 | % | 26.5 | % | 26.0 | % | 24.2 | % | |||||||
Cash basis: | |||||||||||||||
Initial rent(1) | $ | 76.03 | $ | 159.53 | $ | 47.55 | $ | 94.14 | |||||||
Prior escalated rent | $ | 69.19 | $ | 127.18 | $ | 40.77 | $ | 84.76 | |||||||
Percentage increase | 9.9 | % | 25.4 | % | 16.6 | % | 11.1 | % | |||||||
Tenant improvements and leasing commissions: | |||||||||||||||
Per square foot | $ | 73.97 | $ | 209.76 | $ | 33.86 | $ | 74.38 | |||||||
Per square foot per annum: | $ | 9.13 | $ | 27.60 | $ | 5.13 | $ | 10.33 | |||||||
Percentage of initial rent | 11.6 | % | 8.7 | % | 10.8 | % | 11.7 | % | |||||||
______________________________________
(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. |
47
Overview - continued
Square footage (in service) and Occupancy as of December 31, 2018:
(Square feet in thousands) | Square Feet (in service) | ||||||||||
Number of properties | Total Portfolio | Our Share | Occupancy % | ||||||||
New York: | |||||||||||
Office | 36 | 19,858 | 16,632 | 97.2 | % | ||||||
Retail (includes retail properties that are in the base of our office properties) | 71 | 2,648 | 2,419 | 97.3 | % | ||||||
Residential - 1,687 units | 10 | 1,533 | 800 | 96.6 | % | ||||||
Alexander's, including 312 residential units | 7 | 2,437 | 790 | 91.4 | % | ||||||
Hotel Pennsylvania | 1 | 1,400 | 1,400 | ||||||||
27,876 | 22,041 | 97.0 | % | ||||||||
Other: | |||||||||||
theMART | 3 | 3,694 | 3,685 | 94.7 | % | ||||||
555 California Street | 3 | 1,743 | 1,220 | 99.4 | % | ||||||
Other | 10 | 2,522 | 1,187 | 92.8 | % | ||||||
7,959 | 6,092 | ||||||||||
Total square feet at December 31, 2018 | 35,835 | 28,133 | |||||||||
Square footage (in service) and Occupancy as of December 31, 2017:
(Square feet in thousands) | Square Feet (in service) | ||||||||||
Number of properties | Total Portfolio | Our Share | Occupancy % | ||||||||
New York: | |||||||||||
Office | 36 | 20,256 | 16,982 | 97.1 | % | ||||||
Retail (includes retail properties that are in the base of our office properties) | 71 | 2,720 | 2,471 | 96.9 | % | ||||||
Residential - 1,697 units | 11 | 1,568 | 835 | 96.7 | % | ||||||
Alexander's, including 312 residential units | 7 | 2,437 | 790 | 99.3 | % | ||||||
Hotel Pennsylvania | 1 | 1,400 | 1,400 | ||||||||
28,381 | 22,478 | 97.2 | % | ||||||||
Other: | |||||||||||
theMART | 3 | 3,689 | 3,680 | 98.6 | % | ||||||
555 California Street | 3 | 1,741 | 1,219 | 94.2 | % | ||||||
Other | 11 | 2,525 | 1,188 | 93.6 | % | ||||||
7,955 | 6,087 | ||||||||||
Total square feet at December 31, 2017 | 36,336 | 28,565 | |||||||||
48
Critical Accounting Policies
In preparing the consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Set forth below is a summary of the accounting policies that we believe are critical to the preparation of our consolidated financial statements. The summary should be read in conjunction with the more complete discussion of our accounting policies included in Note 2 – Basis of Presentation and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K.
Real Estate
Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets.
Upon the acquisition of real estate we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.
As of December 31, 2018 and 2017, the carrying amounts of real estate, net of accumulated depreciation and amortization, were $13.1 billion and $11.9 billion, respectively. As of December 31, 2018 and 2017, the carrying amounts of identified intangible assets (including acquired above-market leases, tenant relationships and acquired in-place leases) were $136,781,000 and $159,260,000, respectively, and the carrying amounts of identified intangible liabilities, a component of “deferred revenue” on our consolidated balance sheets, were $161,594,000 and $205,600,000, respectively.
Our properties, including any related intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated discounted cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
49
Critical Accounting Policies - continued
Partially Owned Entities
We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary, or hold a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. Investments that do not qualify for consolidation or equity method accounting are accounted for under the cost method.
Investments in partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value below the carrying value and we conclude such decline is other-than-temporary. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared. The ultimate realization of our investments in partially owned entities is dependent on a number of factors, including the performance of each investment and market conditions. If our estimates of the projected future cash flows, the nature of development activities for properties for which such activities are planned and the estimated fair value of the investment change based on market conditions or otherwise, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results.
As of December 31, 2018 and 2017, the carrying amounts of investments in partially owned entities were $0.9 billion and $1.1 billion, respectively.
Revenue Recognition
We have the following revenue sources and revenue recognition policies:
• | Base rent is revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease. |
• | 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 rooms are occupied. Food and beverage and banquet revenue are recognized when the services have been transferred. |
• | 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. |
• | Operating expense reimbursements is revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the common areas of our properties. Revenue is generally recognized in the same period as the related expenses are incurred. |
• | Tenant services is revenue arising 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. |
50
Critical Accounting Policies - continued
Revenue Recognition - continued
• | 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. Fee and other income also includes lease termination fee income which is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term. |
Before we recognize revenue, we assess, among other things, its collectability. If our assessment of the collectability of revenue changes, the impact on our consolidated financial statements could be material.
Income Taxes
Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100% of its taxable income and therefore, no provision for Federal income taxes is required. If Vornado fails to distribute the required amount of income to its shareholders, or fails to meet other REIT requirements, it may fail to qualify as a REIT which may result in substantial adverse tax consequences.
Recent Accounting Pronouncements
See Note 2 – Basis of Presentation and Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K for a discussion concerning recent accounting pronouncements.
51
Net Operating Income At Share by Segment for the Years Ended December 31, 2018, 2017 and 2016
NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.
Below is a summary of NOI at share and NOI at share - cash basis by segment for the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, 2018 | ||||||||||
Total | New York | Other | |||||||||
Total revenues | $ | 2,163,720 | $ | 1,836,036 | $ | 327,684 | |||||
Operating expenses | 963,478 | 806,464 | 157,014 | ||||||||
NOI - consolidated | 1,200,242 | 1,029,572 | 170,670 | ||||||||
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (71,186 | ) | (48,490 | ) | (22,696 | ) | |||||
Add: Our share of NOI from partially owned entities | 253,564 | 195,908 | 57,656 | ||||||||
NOI at share | 1,382,620 | 1,176,990 | 205,630 | ||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (44,704 | ) | (45,427 | ) | 723 | ||||||
NOI at share - cash basis | $ | 1,337,916 | $ | 1,131,563 | $ | 206,353 | |||||
(Amounts in thousands) | For the Year Ended December 31, 2017 | ||||||||||
Total | New York | Other | |||||||||
Total revenues | $ | 2,084,126 | $ | 1,779,307 | $ | 304,819 | |||||
Operating expenses | 886,596 | 756,670 | 129,926 | ||||||||
NOI - consolidated | 1,197,530 | 1,022,637 | 174,893 | ||||||||
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (65,311 | ) | (45,899 | ) | (19,412 | ) | |||||
Add: Our share of NOI from partially owned entities | 269,164 | 189,327 | 79,837 | ||||||||
NOI at share | 1,401,383 | 1,166,065 | 235,318 | ||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (86,842 | ) | (79,202 | ) | (7,640 | ) | |||||
NOI at share - cash basis | $ | 1,314,541 | $ | 1,086,863 | $ | 227,678 | |||||
(Amounts in thousands) | For the Year Ended December 31, 2016 | ||||||||||
Total | New York | Other | |||||||||
Total revenues | $ | 2,003,742 | $ | 1,713,374 | $ | 290,368 | |||||
Operating expenses | 844,566 | 716,754 | 127,812 | ||||||||
NOI - consolidated | 1,159,176 | 996,620 | 162,556 | ||||||||
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (66,182 | ) | (47,480 | ) | (18,702 | ) | |||||
Add: Our share of NOI from partially owned entities | 271,114 | 159,386 | 111,728 | ||||||||
NOI at share | 1,364,108 | 1,108,526 | 255,582 | ||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (170,477 | ) | (143,239 | ) | (27,238 | ) | |||||
NOI at share - cash basis | $ | 1,193,631 | $ | 965,287 | $ | 228,344 | |||||
52
Net Operating Income At Share by Segment for the Years Ended December 31, 2018, 2017 and 2016 - continued
The elements of our New York and Other NOI at share for the years ended December 31, 2018, 2017 and 2016 are summarized below.
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
New York: | |||||||||||
Office | $ | 743,001 | $ | 721,183 | $ | 662,221 | |||||
Retail | 353,425 | 359,944 | 364,953 | ||||||||
Residential | 23,515 | 24,370 | 25,060 | ||||||||
Alexander's | 45,133 | 47,302 | 47,295 | ||||||||
Hotel Pennsylvania | 11,916 | 13,266 | 8,997 | ||||||||
Total New York | 1,176,990 | 1,166,065 | 1,108,526 | ||||||||
Other: | |||||||||||
theMART(1) | 90,929 | 102,339 | 98,498 | ||||||||
555 California Street | 54,691 | 47,588 | 45,848 | ||||||||
Other investments(2) | 60,010 | 85,391 | 111,236 | ||||||||
Total Other | 205,630 | 235,318 | 255,582 | ||||||||
NOI at share | $ | 1,382,620 | $ | 1,401,383 | $ | 1,364,108 | |||||
________________________________________
(1) | The year ended December 31, 2018 includes an additional $15,148 real estate tax expense accrual due to an increase in the tax-assessed value of theMART. |
(2) | The years ended December 31, 2018, 2017 and 2016 include $12,145, $20,636 and $25,004, respectively from 666 Fifth Avenue Office Condominium (sold on August 3, 2018). The years ended December 31, 2017 and 2016 include $6,960 and $5,621, respectively from India real estate ventures which were sold in 2017. |
The elements of our New York and Other NOI at share - cash basis for the years ended December 31, 2018, 2017 and 2016 are summarized below.
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
New York: | |||||||||||
Office | $ | 726,108 | $ | 678,839 | $ | 593,785 | |||||
Retail | 324,219 | 324,318 | 292,019 | ||||||||
Residential | 22,076 | 21,626 | 22,285 | ||||||||
Alexander's | 47,040 | 48,683 | 48,070 | ||||||||
Hotel Pennsylvania | 12,120 | 13,397 | 9,128 | ||||||||
Total New York | 1,131,563 | 1,086,863 | 965,287 | ||||||||
Other: | |||||||||||
theMART(1) | 94,070 | 99,242 | 92,571 | ||||||||
555 California Street | 53,488 | 45,281 | 32,601 | ||||||||
Other investments(2) | 58,795 | 83,155 | 103,172 | ||||||||
Total Other | 206,353 | 227,678 | 228,344 | ||||||||
NOI at share - cash basis | $ | 1,337,916 | $ | 1,314,541 | $ | 1,193,631 | |||||
________________________________________
(1) | The year ended December 31, 2018 includes an additional $15,148 real estate tax expense accrual due to an increase in the tax-assessed value of theMART. |
(2) | The years ended December 31, 2018, 2017 and 2016 include $12,025, $20,853 and $22,388, respectively from 666 Fifth Avenue Office Condominium (sold on August 3, 2018). The years ended December 31, 2017 and 2016 include $6,960 and $5,621, respectively from India real estate ventures which were sold in 2017. |
53
Reconciliation of Net Income to Net Operating Income At Share and Net Operating Income At Share - Cash Basis for the Years Ended December 31, 2018, 2017 and 2016
Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Net income | $ | 422,603 | $ | 264,128 | $ | 981,922 | |||||
Deduct: | |||||||||||
Income from partially owned entities | (9,149 | ) | (15,200 | ) | (168,948 | ) | |||||
Loss (income) from real estate fund investments | 89,231 | (3,240 | ) | 23,602 | |||||||
Interest and other investment income, net | (17,057 | ) | (30,861 | ) | (24,335 | ) | |||||
Net gains on disposition of wholly owned and partially owned assets | (246,031 | ) | (501 | ) | (160,433 | ) | |||||
Purchase price fair value adjustment | (44,060 | ) | — | — | |||||||
(Income) loss from discontinued operations | (638 | ) | 13,228 | (404,912 | ) | ||||||
NOI attributable to noncontrolling interests in consolidated subsidiaries | (71,186 | ) | (65,311 | ) | (66,182 | ) | |||||
Add: | |||||||||||
Depreciation and amortization expense | 446,570 | 429,389 | 421,023 | ||||||||
General and administrative expense | 141,871 | 150,782 | 143,643 | ||||||||
Transaction related costs, impairment loss and other | 31,320 | 1,776 | 9,451 | ||||||||
Our share of NOI from partially owned entities | 253,564 | 269,164 | 271,114 | ||||||||
Interest and debt expense | 347,949 | 345,654 | 330,240 | ||||||||
Income tax expense | 37,633 | 42,375 | 7,923 | ||||||||
NOI at share | 1,382,620 | 1,401,383 | 1,364,108 | ||||||||
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (44,704 | ) | (86,842 | ) | (170,477 | ) | |||||
NOI at share - cash basis | $ | 1,337,916 | $ | 1,314,541 | $ | 1,193,631 | |||||
Net Operating Income At Share by Region
Below is a summary of the percentages of NOI at share by geographic region for the year ended December 31, 2018, 2017 and 2016 .
For the Year Ended December 31, | ||||||||
2018 | 2017 | 2016 | ||||||
Region: | ||||||||
New York City metropolitan area | 89 | % | 89 | % | 89 | % | ||
Chicago, IL | 7 | % | 8 | % | 8 | % | ||
San Francisco, CA | 4 | % | 3 | % | 3 | % | ||
100 | % | 100 | % | 100 | % | |||
54
Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017
Revenues
Our revenues, which consist of property rentals, tenant expense reimbursements, and fee and other income, were $2,163,720,000 in the year ended December 31, 2018 compared to $2,084,126,000 in the prior year, an increase of $79,594,000. Below are the details of the increase by segment:
(Amounts in thousands) | |||||||||||
Increase (decrease) due to: | Total | New York | Other | ||||||||
Property rentals: | |||||||||||
Acquisitions, dispositions and other | $ | 362 | $ | 362 | $ | — | |||||
Development and redevelopment | (4,930 | ) | (5,298 | ) | 368 | ||||||
Hotel Pennsylvania | 4,542 | 4,542 | — | ||||||||
Trade shows | 522 | — | 522 | ||||||||
Same store operations | 44,757 | 29,403 | 15,354 | ||||||||
45,253 | 29,009 | 16,244 | |||||||||
Tenant expense reimbursements: | |||||||||||
Acquisitions, dispositions and other | 97 | 97 | — | ||||||||
Development and redevelopment | 379 | (24 | ) | 403 | |||||||
Same store operations | 13,228 | 10,702 | 2,526 | ||||||||
13,704 | 10,775 | 2,929 | |||||||||
Fee and other income: | |||||||||||
BMS cleaning fees | 16,214 | 18,102 | (1) | (1,888 | ) | ||||||
Management and leasing fees | 3,237 | 3,604 | (367 | ) | |||||||
Lease termination fees | (6,027 | ) | (7,097 | ) | 1,070 | ||||||
Other income | 7,213 | 2,336 | 4,877 | ||||||||
20,637 | 16,945 | 3,692 | |||||||||
Total increase in revenues | $ | 79,594 | $ | 56,729 | $ | 22,865 | |||||
________________________________________
(1) | Primarily due to an increase in third party cleaning fees for services provided to JBGS, Skyline Properties and tenants at theMART. |
55
Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued
Expenses
Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative, (benefit) expense from deferred compensation plan liability, and transaction related costs, impairment loss and other, were $1,580,759,000 in the year ended December 31, 2018 compared to $1,475,475,000 in the prior year, an increase of $105,284,000. Below are the details of the increase by segment:
(Amounts in thousands) | ||||||||||||
Increase (decrease) due to: | Total | New York | Other | |||||||||
Operating: | ||||||||||||
Acquisitions, dispositions and other | $ | 671 | $ | 671 | $ | — | ||||||
Development and redevelopment | (98 | ) | (1,312 | ) | 1,214 | |||||||
Non-reimbursable expenses, including bad debt reserves | 1,269 | 790 | 479 | |||||||||
Hotel Pennsylvania | 5,816 | 5,816 | — | |||||||||
Trade shows | (73 | ) | — | (73 | ) | |||||||
BMS expenses | 13,439 | 15,327 | (1) | (1,888 | ) | |||||||
Same store operations | 55,858 | 28,502 | 27,356 | (2) | ||||||||
76,882 | 49,794 | 27,088 | ||||||||||
Depreciation and amortization: | ||||||||||||
Acquisitions, dispositions and other | (1,876 | ) | (1,876 | ) | — | |||||||
Development and redevelopment | 4,381 | 4,376 | 5 | |||||||||
Same store operations | 14,676 | 11,944 | 2,732 | |||||||||
17,181 | 14,444 | 2,737 | ||||||||||
General and administrative | (8,911 | ) | (3) | 95 | (9,006 | ) | ||||||
Benefit from deferred compensation plan liability | (9,412 | ) | — | (9,412 | ) | |||||||
Transaction related costs, impairment loss and other | 29,544 | 25,103 | (4) | 4,441 | ||||||||
Total increase in expenses | $ | 105,284 | $ | 89,436 | $ | 15,848 | ||||||
____________________
(1) | Primarily due to an increase in third party cleaning fees for services provided to JBGS, Skyline Properties and tenants at theMART. |
(2) | Primarily due to additional real estate tax expense accrual of $15,148 due to an increase in the tax-assessed value of theMART in December 2018. |
(3) | Primarily due to higher capitalized development payroll in 2018. |
(4) | Due to a $13,103 potential additional New York City real property transfer tax payment (“Transfer Tax”), which we are contesting, related to the December 2012 acquisition of Independence Plaza and a $12,000 non-cash impairment loss. |
56
Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued
Income from Partially Owned Entities
Below are the components of income from partially owned entities for the years ended December 31, 2018 and 2017.
(Amounts in thousands) | Percentage Ownership at December 31, 2018 | For the Year Ended December 31, | |||||||
2018 | 2017 | ||||||||
Our share of net income (loss): | |||||||||
Alexander's(1) | 32.4% | $ | 15,045 | $ | 31,853 | ||||
UE(2) | 4.5% | 4,460 | 27,328 | ||||||
Partially owned office buildings(3) | Various | (3,085 | ) | 2,109 | |||||
PREIT(4) | 7.9% | (3,015 | ) | (53,325 | ) | ||||
Other investments(5) | Various | (4,256 | ) | 7,235 | |||||
$ | 9,149 | $ | 15,200 | ||||||
____________________
(1) | 2018 includes (i) our $7,708 share of Alexander's potential additional Transfer Tax, (ii) our $3,882 share of expense related to the decrease in fair value of marketable securities held by Alexander’s and (iii) our $1,085 share of a non-cash straight-line rent write-off adjustment related to Sears Roebuck and Co. which filed for Chapter 11 bankruptcy relief and (iv) our $518 share of Alexander’s litigation expense due to a settlement. |
(2) | 2017 includes $21,100 of net gains resulting from UE operating partnership unit issuances. |
(3) | 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 potential additional Transfer Tax related to the March 2011 acquisition of One Park Avenue. |
(4) | 2017 includes a $44,465 non-cash impairment loss. |
(5) | 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) and others. In 2017, we recognized $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV. In 2018 and 2017, we recognized net losses of $4,873 and $25,414, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense. |
(Loss) Income from Real Estate Fund Investments
Below are the components of the loss from our real estate fund investments for the years ended December 31, 2018 and 2017.
(Amounts in thousands) | For the Year Ended December 31, | ||||||
2018 | 2017 | ||||||
Net investment income | $ | 6,105 | $ | 18,507 | |||
Net unrealized loss on held investments | (83,794 | ) | (25,807 | ) | |||
Net realized (loss) gain on exited investments | (912 | ) | 36,078 | ||||
Previously recorded unrealized gain on exited investment | — | (25,538 | ) | ||||
Transfer Tax | (10,630 | ) | — | ||||
(Loss) income from real estate fund investments | (89,231 | ) | 3,240 | ||||
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries | 61,230 | (14,044 | ) | ||||
Loss from real estate fund investments attributable to the Operating Partnership (includes $4,252 of loss related to One Park Avenue potential additional transfer taxes and reduction in carried interest for the year ended December 31, 2018) | (28,001 | ) | (10,804 | ) | |||
Less loss attributable to noncontrolling interests in the Operating Partnership | 1,732 | 673 | |||||
Loss from real estate fund investments attributable to Vornado | $ | (26,269 | ) | $ | (10,131 | ) | |
57
Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued
Interest and Other Investment Income, net
Below are the components of interest and other investment, net for the years ended December 31, 2018 and 2017.
(Amounts in thousands) | For the Year Ended December 31, | ||||||
2018 | 2017 | ||||||
Decrease in fair value of marketable securities(1) | $ | (26,453 | ) | $ | — | ||
Interest on cash and cash equivalents and restricted cash | 15,827 | 8,171 | |||||
Dividends on marketable securities | 13,339 | 13,276 | |||||
Interest on loans receivable(2) | 10,298 | 4,352 | |||||
Other, net | 4,046 | 5,062 | |||||
$ | 17,057 | $ | 30,861 | ||||
____________________
(1) | On January 1, 2018, we adopted ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which requires changes in the fair value of our marketable securities to be recorded in current period earnings. Previously, changes in the fair value of marketable securities were recognized in "accumulated other comprehensive income" on our consolidated balance sheets. |
(2) | Includes $6,707 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us for the year ended December 31, 2018. |
Interest and Debt Expense
Interest and debt expense was $347,949,000 in the year ended December 31, 2018, compared to $345,654,000 in the prior year, an increase of $2,295,000. This increase was primarily due to (i) $25,036,000 of higher interest expense resulting from higher average interest rates on our variable rate loans, and (ii) $9,753,000 of higher interest expense on our $750,000,000 delayed draw term loan which was fully drawn in October 2017, partially offset by (iii) $24,935,000 higher capitalized interest and debt expense and (iv) $6,475,000 lower capital lease interest, resulting from our acquisition of the retail at 1535 Broadway and termination of the existing capital lease structure.
Purchase Price Fair Value Adjustment
The purchase price fair value adjustment of $44,060,000 in the year ended December 31, 2018 represents the difference between the estimated fair market value and the book basis of our 50.1% interest in the joint venture that is developing the Farley Office and Retail Building as a result of our increased ownership in the joint venture to 95.0% from 50.1%.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets
The net gains of $246,031,000 in the year ended December 31, 2018, resulted primarily from the (i) $134,032,000 net gain on sale of our 49.5% interests in 666 Fifth Avenue Office Condominium, (ii) $81,224,000 net gain on sales of 220 CPS condominium units, (iii) $23,559,000 net gain on sale of 27 Washington Square North, and (iv) $7,308,000 net gain from repayment of our interest on the mortgage loan on 666 Fifth Avenue Office Condominium.
Income Tax Expense
In the year ended December 31, 2018, we had an income tax expense of $37,633,000, compared to $42,375,000 in the prior year, a decrease of $4,742,000. This decrease resulted primarily from (i) $34,800,000 of expense in the year ended December 31, 2017 due to the reduction of our taxable REIT subsidiaries' deferred tax assets based on the decrease in corporate tax rates under the December 22, 2017 Tax Cuts and Jobs Act, partially offset by (ii) $16,771,000 of income tax expense in the year ended December 31, 2018 due to the $44,060,000 purchase price fair value adjustment recognized as a result of our increased ownership in the joint venture that is developing the Farley Office and Retail Building, and (iii) $13,888,000 of income tax expense in the year ended December 31, 2018 on the sale of 220 CPS condominium units.
58
Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued
Income (Loss) from Discontinued Operations
We have reclassified the revenues and expenses of our former Washington, DC segment, which was spun off on July 17, 2017, and other related retail assets that were sold to “income (loss) from discontinued operations” and the related assets and liabilities to “other assets” and “other liabilities” for all the periods presented in the accompanying financial statements. The table below sets forth the combined results of assets related to discontinued operations for the years ended December 31, 2018 and 2017.
(Amounts in thousands) | For the Year Ended December 31, | ||||||
2018 | 2017 | ||||||
Total revenues | $ | 1,114 | $ | 261,290 | |||
Total expenses | 1,094 | 212,169 | |||||
20 | 49,121 | ||||||
Net gains on sale of real estate, a lease position and other | 618 | 6,605 | |||||
JBGS spin-off transaction costs | — | (68,662 | ) | ||||
Income from partially-owned entities | — | 435 | |||||
Pretax income (loss) from discontinued operations | 638 | (12,501 | ) | ||||
Income tax expense | — | (727 | ) | ||||
Income (loss) from discontinued operations | $ | 638 | $ | (13,228 | ) | ||
Net Loss (Income) Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net loss attributable to noncontrolling interests in consolidated subsidiaries was $53,023,000 in the year ended December 31, 2018, compared to net income of $25,802,000 in the prior year, a decrease in net income of $78,825,000. This decrease resulted primarily from lower net income allocated to the noncontrolling interests of our real estate fund investments.
Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net income attributable to noncontrolling interests in the Operating Partnership was $25,672,000 in the year ended December 31, 2018, compared to $10,910,000 in the prior year, an increase of $14,762,000. This increase resulted primarily from higher net income subject to allocation to unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $50,636,000 in the year ended December 31, 2018, compared to $65,399,000 in the prior year, a decrease of $14,763,000. The decrease is comprised of $30,651,000 of savings from the redemption of all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares in January 2018, partially offset by a $15,888,000 increase due to the issuance of 5.25% Series M cumulative redeemable preferred shares in December 2017.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $50,830,000 in the year ended December 31, 2018, compared to $65,593,000 in the prior year, a decrease of $14,763,000. The decrease is comprised of $30,651,000 of savings from the redemption of all the outstanding 6.625% Series G and Series I cumulative redeemable preferred units in January 2018, partially offset by a $15,888,000 increase due to the issuance of 5.25% Series M cumulative redeemable preferred units in December 2017.
Preferred Share/Unit Issuance Costs
In the year ended December 31, 2018, we recognized preferred share/unit issuance costs of $14,486,000 representing the write-off of issuance costs upon the redemption of all the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units in January 2018.
59
Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued
Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from operations which are owned by us and in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is NOI at share from operations before straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments which are owned by us and in service in both the current and prior year reporting periods. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2018 compared to December 31, 2017.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
NOI at share for the year ended December 31, 2018 | $ | 1,382,620 | $ | 1,176,990 | $ | 90,929 | $ | 54,691 | $ | 60,010 | ||||||||||
Less NOI at share from: | ||||||||||||||||||||
Acquisitions | (1,534 | ) | (1,385 | ) | (149 | ) | — | — | ||||||||||||
Dispositions | (351 | ) | (351 | ) | — | — | — | |||||||||||||
Development properties | (38,477 | ) | (38,477 | ) | — | — | — | |||||||||||||
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net | 2,301 | 3,025 | (724 | ) | — | — | ||||||||||||||
Other non-operating income, net | (62,732 | ) | (2,722 | ) | — | — | (60,010 | ) | ||||||||||||
Same store NOI at share for the year ended December 31, 2018 | $ | 1,281,827 | $ | 1,137,080 | $ | 90,056 | $ | 54,691 | $ | — | ||||||||||
NOI at share for the year ended December 31, 2017 | $ | 1,401,383 | $ | 1,166,065 | $ | 102,339 | $ | 47,588 | $ | 85,391 | ||||||||||
Less NOI at share from: | ||||||||||||||||||||
Acquisitions | 36 | (164 | ) | 200 | — | — | ||||||||||||||
Dispositions | (1,532 | ) | (1,532 | ) | — | — | — | |||||||||||||
Development properties | (37,307 | ) | (37,307 | ) | — | — | — | |||||||||||||
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net | (2,976 | ) | (2,957 | ) | (19 | ) | — | — | ||||||||||||
Other non-operating income, net | (88,017 | ) | (2,626 | ) | — | — | (85,391 | ) | ||||||||||||
Same store NOI at share for the year ended December 31, 2017 | $ | 1,271,587 | $ | 1,121,479 | $ | 102,520 | $ | 47,588 | $ | — | ||||||||||
Increase (decrease) in same store NOI at share for the year ended December 31, 2018 compared to December 31, 2017 | $ | 10,240 | $ | 15,601 | $ | (12,464 | ) | $ | 7,103 | $ | — | |||||||||
% increase (decrease) in same store NOI at share | 0.8 | % | 1.4 | % | (1) | (12.2 | )% | (2) | 14.9 | % | — | % | ||||||||
____________________
(1) | Excluding Hotel Pennsylvania, same store NOI at share increased by 1.5%. |
(2) | The year ended December 31, 2018 includes an additional $15,148 real estate tax expense accrual due to an increase in the tax-assessed value of theMART. |
60
Results of Operations – Year Ended December 31, 2018 Compared to December 31, 2017 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2018 compared to December 31, 2017.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
NOI at share - cash basis for the year ended December 31, 2018 | $ | 1,337,916 | $ | 1,131,563 | $ | 94,070 | $ | 53,488 | $ | 58,795 | ||||||||||
Less NOI at share - cash basis from: | ||||||||||||||||||||
Acquisitions | (1,235 | ) | (1,086 | ) | (149 | ) | — | — | ||||||||||||
Dispositions | (287 | ) | (287 | ) | — | — | — | |||||||||||||
Development properties | (42,264 | ) | (42,264 | ) | — | — | — | |||||||||||||
Lease termination income | (2,105 | ) | (1,163 | ) | (942 | ) | — | — | ||||||||||||
Other non-operating income, net | (61,515 | ) | (2,720 | ) | — | — | (58,795 | ) | ||||||||||||
Same store NOI at share - cash basis for the year ended December 31, 2018 | $ | 1,230,510 | $ | 1,084,043 | $ | 92,979 | $ | 53,488 | $ | — | ||||||||||
NOI at share - cash basis for the year ended December 31, 2017 | $ | 1,314,541 | $ | 1,086,863 | $ | 99,242 | $ | 45,281 | $ | 83,155 | ||||||||||
Less NOI at share - cash basis from: | ||||||||||||||||||||
Acquisitions | 137 | (63 | ) | 200 | — | — | ||||||||||||||
Dispositions | (1,078 | ) | (1,078 | ) | — | — | — | |||||||||||||
Development properties | (38,211 | ) | (38,211 | ) | — | — | — | |||||||||||||
Lease termination income | (4,958 | ) | (4,927 | ) | (31 | ) | — | — | ||||||||||||
Other non-operating income, net | (86,501 | ) | (3,346 | ) | — | — | (83,155 | ) | ||||||||||||
Same store NOI at share - cash basis for the year ended December 31, 2017 | $ | 1,183,930 | $ | 1,039,238 | $ | 99,411 | $ | 45,281 | $ | — | ||||||||||
Increase (decrease) in same store NOI at share - cash basis for the year ended December 31, 2018 compared to December 31, 2017 | $ | 46,580 | $ | 44,805 | $ | (6,432 | ) | $ | 8,207 | $ | — | |||||||||
% increase (decrease) in same store NOI at share - cash basis | 3.9 | % | 4.3 | % | (1) | (6.5 | )% | (2) | 18.1 | % | — | % | ||||||||
____________________
(1) | Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 4.5%. |
(2) | The year ended December 31, 2018 includes an additional $15,148 real estate tax expense accrual due to an increase in the tax-assessed value of theMART. |
61
Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016
Revenues
Our revenues, which consist of property rentals, tenant expense reimbursements, and fee and other income, were $2,084,126,000 in the year ended December 31, 2017 compared to $2,003,742,000 in the prior year, an increase of $80,384,000. Below are the details of the increase by segment:
(Amounts in thousands) | |||||||||||
Increase (decrease) due to: | Total | New York | Other | ||||||||
Property rentals: | |||||||||||
Acquisitions, dispositions and other | $ | 9,455 | $ | 9,229 | (1) | $ | 226 | ||||
Development and redevelopment | 824 | (93 | ) | 917 | |||||||
Hotel Pennsylvania | 7,974 | 7,974 | (2) | — | |||||||
Trade shows | (634 | ) | — | (634 | ) | ||||||
Same store operations | 35,240 | 25,066 | 10,174 | ||||||||
52,859 | 42,176 | 10,683 | |||||||||
Tenant expense reimbursements: | |||||||||||
Acquisitions, dispositions and other | (2,663 | ) | (2,663 | ) | — | ||||||
Development and redevelopment | 705 | (75 | ) | 780 | |||||||
Same store operations | 13,819 | 11,320 | 2,499 | ||||||||
11,861 | 8,582 | 3,279 | |||||||||
Fee and other income: | |||||||||||
BMS cleaning fees | 10,718 | 13,374 | (3) | (2,656 | ) | ||||||
Management and leasing fees | 1,843 | 1,068 | 775 | ||||||||
Lease termination fees | (599 | ) | 250 | (849 | ) | ||||||
Other income | 3,702 | 483 | 3,219 | ||||||||
15,664 | 15,175 | 489 | |||||||||
Total increase in revenues | $ | 80,384 | $ | 65,933 | $ | 14,451 | |||||
________________________________________
(1) | Primarily due to (i) $20,515 from the write-off of straight-line rents recorded in 2016, partially offset by (ii) $5,050 from the partial sale of 7 West 34th Street in May 2016 and (iii) $7,834 from the write-off of straight-line receivables and acquired below-market leases, net, recorded in 2017. |
(2) | Average occupancy and revenue per available room were 87.3% and $121.46, respectively, for 2017 as compared to 84.7% and $113.84, respectively, for 2016. |
(3) | Primarily due to an increase in third party cleaning agreements for services provided to JBGS, Skyline Properties and tenants at theMART. |
62
Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued
Expenses
Our expenses, which consist primarily of operating, depreciation and amortization, general and administrative, expense from deferred compensation plan liability, and transaction related costs and other, were $1,475,475,000 in the year ended December 31, 2017 compared to $1,423,896,000 in the prior year, an increase of $51,579,000. Below are the details of the increase by segment:
(Amounts in thousands) | |||||||||||
Increase (decrease) due to: | Total | New York | Other | ||||||||
Operating: | |||||||||||
Acquisitions, dispositions and other | $ | (2,978 | ) | $ | (2,978 | ) | $ | — | |||
Development and redevelopment | 69 | 119 | (50 | ) | |||||||
Non-reimbursable expenses, including bad debt reserves | (3,940 | ) | (4,109 | ) | 169 | ||||||
Hotel Pennsylvania | 3,721 | 3,721 | — | ||||||||
Trade shows | (1,222 | ) | — | (1,222 | ) | ||||||
BMS expenses | 15,368 | 12,835 | (1) | 2,533 | |||||||
Same store operations | 31,012 | 30,328 | 684 | ||||||||
42,030 | 39,916 | 2,114 | |||||||||
Depreciation and amortization: | |||||||||||
Acquisitions, dispositions and other | 2,227 | 2,227 | — | ||||||||
Development and redevelopment | 2,752 | 3,182 | (430 | ) | |||||||
Same store operations | 3,387 | (1,503 | ) | 4,890 | |||||||
8,366 | 3,906 | 4,460 | |||||||||
General and administrative | 7,139 | (2) | 4,333 | 2,806 | |||||||
Expense on deferred compensation plan liability | 1,719 | — | 1,719 | ||||||||
Transaction related costs and other | (7,675 | ) | — | (7,675 | ) | ||||||
Total increase in expenses | $ | 51,579 | $ | 48,155 | $ | 3,424 | |||||
________________________________________
(1) | Primarily due to an increase in third party cleaning agreements for services provided to JBGS, Skyline Properties and tenants at theMART. |
(2) | Primarily due to lower capitalized leasing and development payroll for consolidated projects in 2017 and higher franchise tax in 2017. |
63
Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued
Income from Partially Owned Entities
Below are the components of income from partially owned entities for the years ended December 31, 2017 and 2016.
(Amounts in thousands) | Percentage Ownership at December 31, 2017 | Year Ended December 31, | |||||||
2017 | 2016 | ||||||||
Our share of net (loss) income: | |||||||||
PREIT(1) | 8.0% | $ | (53,325 | ) | $ | (5,213 | ) | ||
Alexander's | 32.4% | 31,853 | 34,240 | ||||||
UE(2) | 4.5% | 27,328 | 5,839 | ||||||
Partially owned office buildings(3) | Various | 2,109 | 5,773 | ||||||
Other investments(4) | Various | 7,235 | 128,309 | ||||||
$ | 15,200 | $ | 168,948 | ||||||
____________________
(1) | 2017 includes a $44,465 non-cash impairment loss. |
(2) | 2017 includes $21,100 of net gains resulting from UE operating partnership unit issuances. |
(3) | 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 (in 2017 only) and others. |
(4) | Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, 85 Tenth Avenue (in 2016 only), 666 Fifth Avenue Office Condominium and others. In 2017, we recognized $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV. In 2017 and 2016, we recognized net losses of $25,414 and $41,532, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense. In 2016, the owner of 85 Tenth Avenue completed a 10-year, 4.55% $625,000 refinancing of the property and we received net proceeds of $191,779 in repayment of our existing loans and preferred equity investments. We recognized $160,843 of income as a result of this transaction. |
Loss from Real Estate Fund Investments
Below are the components of the loss from our real estate fund investments for the years ended December 31, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, | ||||||
2017 | 2016 | ||||||
Net investment income | $ | 18,507 | $ | 17,053 | |||
Net realized gain on exited investments | 36,078 | 14,761 | |||||
Net unrealized loss on held investments | (25,807 | ) | (41,162 | ) | |||
Previously recorded unrealized gain on exited investment | (25,538 | ) | (14,254 | ) | |||
Income (loss) from real estate fund investments | 3,240 | (23,602 | ) | ||||
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries | (14,044 | ) | 2,560 | ||||
Loss from real estate fund investments attributable to the Operating Partnership | (10,804 | ) | (21,042 | ) | |||
Less loss attributable to noncontrolling interests in the Operating Partnership | 673 | 1,270 | |||||
Loss from real estate fund investments attributable to Vornado | $ | (10,131 | ) | $ | (19,772 | ) | |
64
Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued
Interest and Other Investment Income, net
Below are the components of interest and other investment, net for the years ended December 31, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, | ||||||
2017 | 2016 | ||||||
Dividends on marketable securities | $ | 13,276 | $ | 13,135 | |||
Interest on cash and cash equivalents and restricted cash | 8,171 | 3,622 | |||||
Interest on loans receivable | 4,352 | 3,890 | |||||
Other, net | 5,062 | 3,688 | |||||
$ | 30,861 | $ | 24,335 | ||||
Interest and Debt Expense
Interest and debt expense was $345,654,000 in the year ended December 31, 2017, compared to $330,240,000 in the prior year, an increase of $15,414,000. This increase was primarily due to (i) $19,887,000 of higher interest expense relating to our variable rate loans, (ii) $9,409,000 of higher interest expense from the refinancing of 350 Park Avenue and the $750,000,000 drawn on our $750,000,000 delayed draw term loan, (iii) $7,052,000 of higher interest expense from the 1535 Broadway capital lease obligation, (iv) $4,836,000 of interest expense relating to the December 27, 2017 prepayment of our $450,000,000 aggregate principal amount of 2.50% senior unsecured notes due 2019, partially offset by (v) $17,888,000 of higher capitalized interest and debt expense, and (vi) $8,626,000 of interest savings from the refinancing of theMART.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets
The net gain of $501,000 in the year ended December 31, 2017, resulted from the sale of residential condominiums. The net gain of $160,433,000 in the prior year primarily consists of a $159,511,000 net gain on sale of our 47% ownership interest in 7 West 34th Street and $714,000 from the sale of residential condominiums.
Income Tax Expense
In the year ended December 31, 2017, we had an income tax expense of $42,375,000, compared to $7,923,000 in the prior year, an increase of $34,452,000. This increase resulted primarily from the $34,800,000 of expense due to the reduction of our taxable REIT subsidiaries' deferred tax assets based on the decrease in corporate tax rates under the December 22, 2017 Tax Cuts and Jobs Act.
65
Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued
(Loss) Income from Discontinued Operations
We have reclassified the revenues and expenses of our former Washington, DC segment which was spun off on July 17, 2017, and other related retail assets that were sold to “income (loss) from discontinued operations” and the related assets and liabilities to “other assets” and “other liabilities” for all the periods presented in the accompanying financial statements. The table below sets forth the combined results of assets related to discontinued operations for the years ended December 31, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, | ||||||
2017 | 2016 | ||||||
Total revenues | $ | 261,290 | $ | 521,084 | |||
Total expenses | 212,169 | 442,032 | |||||
49,121 | 79,052 | ||||||
JBGS spin-off transaction costs | (68,662 | ) | (16,586 | ) | |||
Net gains on sale of real estate, a lease position and other | 6,605 | 20,376 | |||||
Income (loss) from partially-owned entities | 435 | (3,559 | ) | ||||
Net gain on early extinguishment of debt | — | 487,877 | |||||
Impairment losses | — | (161,165 | ) | ||||
Pretax (loss) income from discontinued operations | (12,501 | ) | 405,995 | ||||
Income tax expense | (727 | ) | (1,083 | ) | |||
(Loss) income from discontinued operations | $ | (13,228 | ) | $ | 404,912 | ||
Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net income attributable to noncontrolling interests in consolidated subsidiaries was $25,802,000 in the year ended December 31, 2017, compared to $21,351,000 in the prior year, an increase of $4,451,000. This increase resulted primarily from higher net income allocated to the noncontrolling interests of our real estate fund investments.
Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net income attributable to noncontrolling interests in the Operating Partnership was $10,910,000 in the year ended December 31, 2017, compared to $53,654,000 in the prior year, a decrease of $42,744,000. This decrease resulted primarily from lower net income subject to allocation to unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $65,399,000 in the year ended December 31, 2017, compared to $75,903,000 in the prior year, a decrease of $10,504,000. This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable preferred shares on September 1, 2016.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $65,593,000 in the year ended December 31, 2017, compared to $76,097,000 in the prior year, a decrease of $10,504,000. This decrease resulted primarily from the redemption of the 6.875% Series J cumulative redeemable preferred units on September 1, 2016.
Preferred Share/Unit Issuance Costs
In the year ended December 31, 2016, we recognized a $7,408,000 expense in connection with the write-off of issuance costs upon redeeming all of the outstanding 6.875% Series J cumulative redeemable preferred shares/units on September 1, 2016.
66
Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued
Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from operations which are owned by us and in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is NOI at share from operations before straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments which are owned by us and in service in both the current and prior year reporting periods. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the year ended December 31, 2017 compared to December 31, 2016.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
NOI at share for the year ended December 31, 2017 | $ | 1,401,383 | $ | 1,166,065 | $ | 102,339 | $ | 47,588 | $ | 85,391 | ||||||||||
Less NOI at share from: | ||||||||||||||||||||
Acquisitions | (19,863 | ) | (20,027 | ) | 164 | — | — | |||||||||||||
Dispositions | (698 | ) | (698 | ) | — | — | — | |||||||||||||
Development properties | 816 | 816 | — | — | — | |||||||||||||||
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net | (1,993 | ) | (1,973 | ) | (20 | ) | — | — | ||||||||||||
Other non-operating income, net | (87,694 | ) | (2,303 | ) | — | — | (85,391 | ) | ||||||||||||
Same store NOI at share for the year ended December 31, 2017 | $ | 1,291,951 | $ | 1,141,880 | $ | 102,483 | $ | 47,588 | $ | — | ||||||||||
NOI at share for the year ended December 31, 2016 | $ | 1,364,108 | $ | 1,108,526 | $ | 98,498 | $ | 45,848 | $ | 111,236 | ||||||||||
Less NOI at share from: | ||||||||||||||||||||
Acquisitions | (60 | ) | (60 | ) | — | — | — | |||||||||||||
Dispositions | (3,107 | ) | (3,107 | ) | — | — | — | |||||||||||||
Development properties | 1,161 | 82 | — | 1,079 | — | |||||||||||||||
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net | 10,164 | 10,559 | (157 | ) | (238 | ) | — | |||||||||||||
Other non-operating income, net | (114,846 | ) | (3,610 | ) | — | — | (111,236 | ) | ||||||||||||
Same store NOI at share for the year ended December 31, 2016 | $ | 1,257,420 | $ | 1,112,390 | $ | 98,341 | $ | 46,689 | $ | — | ||||||||||
Increase in same store NOI at share for the year ended December 31, 2017 compared to December 31, 2016 | $ | 34,531 | $ | 29,490 | $ | 4,142 | $ | 899 | $ | — | ||||||||||
% increase in same store NOI at share | 2.7 | % | 2.7 | % | (1) | 4.2 | % | (2) | 1.9 | % | — | % | ||||||||
____________________
(1) | Excluding Hotel Pennsylvania, same store NOI at share increased by 2.3%. |
(2) | The year ended December 31, 2016 includes a $2,000 reversal of an expense accrued in 2015. Excluding this amount, same store NOI at share increased by 6.4%. |
67
Results of Operations – Year Ended December 31, 2017 Compared to December 31, 2016 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART,555 California Street and other investments for the year ended December 31, 2017 compared to December 31, 2016.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
NOI at share - cash basis for the year ended December 31, 2017 | $ | 1,314,541 | $ | 1,086,863 | $ | 99,242 | $ | 45,281 | $ | 83,155 | ||||||||||
Less NOI at share - cash basis from: | ||||||||||||||||||||
Acquisitions | (17,053 | ) | (17,217 | ) | 164 | — | — | |||||||||||||
Dispositions | (698 | ) | (698 | ) | — | — | — | |||||||||||||
Development properties | 814 | 814 | — | — | — | |||||||||||||||
Lease termination income | (4,958 | ) | (4,927 | ) | (31 | ) | — | — | ||||||||||||
Other non-operating income, net | (86,176 | ) | (3,021 | ) | — | — | (83,155 | ) | ||||||||||||
Same store NOI at share - cash basis for the year ended December 31, 2017 | $ | 1,206,470 | $ | 1,061,814 | $ | 99,375 | $ | 45,281 | $ | — | ||||||||||
NOI at share - cash basis for the year ended December 31, 2016 | $ | 1,193,631 | $ | 965,287 | $ | 92,571 | $ | 32,601 | $ | 103,172 | ||||||||||
Less NOI at share - cash basis from: | ||||||||||||||||||||
Acquisitions | (13 | ) | (13 | ) | — | — | — | |||||||||||||
Dispositions | (2,219 | ) | (2,219 | ) | — | — | — | |||||||||||||
Development properties | 1,368 | 289 | — | 1,079 | — | |||||||||||||||
Lease termination income | (7,917 | ) | (7,272 | ) | (248 | ) | (397 | ) | — | |||||||||||
Other non-operating income, net | (105,534 | ) | (2,362 | ) | — | — | (103,172 | ) | ||||||||||||
Same store NOI at share - cash basis for the year ended December 31, 2016 | $ | 1,079,316 | $ | 953,710 | $ | 92,323 | $ | 33,283 | $ | — | ||||||||||
Increase in same store NOI - cash basis for the year ended December 31, 2017 compared to December 31, 2016 | $ | 127,154 | $ | 108,104 | $ | 7,052 | $ | 11,998 | $ | — | ||||||||||
% increase in same store NOI at share - cash basis | 11.8 | % | 11.3 | % | (1) | 7.6 | % | (2) | 36.0 | % | — | % | ||||||||
____________________
(1) | Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 11.0%. |
(2) | The year ended December 31, 2016 includes a $2,000 reversal of an expense accrued in 2015. Excluding this amount, same store NOI at share - cash basis increased by 10.0%. |
68
Supplemental Information
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and 2017
NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.
Below is a summary of NOI at share by segment for the three months ended December 31, 2018 and 2017.
(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: Our share of 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 December 31, 2017 | ||||||||||
Total | New York | Other | |||||||||
Total revenues | $ | 536,226 | $ | 462,597 | $ | 73,629 | |||||
Operating expenses | 225,011 | 195,421 | 29,590 | ||||||||
NOI - consolidated | 311,215 | 267,176 | 44,039 | ||||||||
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (16,533 | ) | (11,648 | ) | (4,885 | ) | |||||
Add: Our share of NOI from partially owned entities | 69,175 | 48,700 | 20,475 | ||||||||
NOI at share | 363,857 | 304,228 | 59,629 | ||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (21,579 | ) | (21,441 | ) | (138 | ) | |||||
NOI at share - cash basis | $ | 342,278 | $ | 282,787 | $ | 59,491 | |||||
69
Supplemental Information - continued
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and 2017 - continued
The elements of our New York and Other NOI at share for the three months ended December 31, 2018 and 2017 are summarized below.
(Amounts in thousands) | For the Three Months Ended December 31, | ||||||
2018 | 2017 | ||||||
New York: | |||||||
Office | $ | 186,832 | $ | 189,481 | |||
Retail | 85,549 | 90,853 | |||||
Residential | 5,834 | 5,920 | |||||
Alexander's | 11,023 | 11,656 | |||||
Hotel Pennsylvania | 5,961 | 6,318 | |||||
Total New York | 295,199 | 304,228 | |||||
Other: | |||||||
theMART(1) | 10,981 | 24,249 | |||||
555 California Street | 14,005 | 12,003 | |||||
Other investments(2) | 9,346 | 23,377 | |||||
Total Other | 34,332 | 59,629 | |||||
NOI at share | $ | 329,531 | $ | 363,857 | |||
________________________________________
(1) | The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART. |
(2) | The three months ended December 31, 2017 includes $5,433 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and $2,958 from our India real estate ventures which were sold in 2017. |
The elements of our New York and Other NOI at share - cash basis for the three months ended December 31, 2018 and 2017 are summarized below.
(Amounts in thousands) | For the Three Months Ended December 31, | ||||||
2018 | 2017 | ||||||
New York: | |||||||
Office | $ | 185,624 | $ | 175,787 | |||
Retail | 80,515 | 83,320 | |||||
Residential | 5,656 | 5,325 | |||||
Alexander's | 11,129 | 12,004 | |||||
Hotel Pennsylvania | 6,009 | 6,351 | |||||
Total New York | 288,933 | 282,787 | |||||
Other: | |||||||
theMART(1) | 12,758 | 24,396 | |||||
555 California Street | 13,784 | 11,916 | |||||
Other investments(2) | 8,524 | 23,179 | |||||
Total Other | 35,066 | 59,491 | |||||
NOI at share - cash basis | $ | 323,999 | $ | 342,278 | |||
________________________________________
(1) | The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART. |
(2) | The three months ended December 31, 2017 include $5,359 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018) and $2,958 from our India real estate ventures which were sold in 2017. |
70
Supplemental Information - continued
Reconciliation of Net Income to Net Operating Income At Share and Net Operating Income At Share - Cash Basis for the Three Months Ended December 31, 2018 and 2017
(Amounts in thousands) | For the Three Months Ended December 31, | ||||||
2018 | 2017 | ||||||
Net income | $ | 97,821 | $ | 53,551 | |||
Deduct: | |||||||
Income from partially owned entities | (3,090 | ) | (9,622 | ) | |||
Loss (income) from real estate fund investments | 51,258 | (4,889 | ) | ||||
Interest and other investment income, net | (7,656 | ) | (8,294 | ) | |||
Net gains on disposition of wholly owned and partially owned assets | (81,203 | ) | — | ||||
Purchase price fair value adjustment | (44,060 | ) | — | ||||
Income from discontinued operations | (257 | ) | (1,273 | ) | |||
NOI attributable to noncontrolling interests in consolidated subsidiaries | (19,771 | ) | (16,533 | ) | |||
Add: | |||||||
Depreciation and amortization expense | 112,869 | 114,166 | |||||
General and administrative expense | 32,934 | 34,916 | |||||
Transaction related costs, impairment loss and other | 14,637 | 703 | |||||
Our share of NOI from partially owned entities | 60,205 | 69,175 | |||||
Interest and debt expense | 83,175 | 93,073 | |||||
Income tax expense | 32,669 | 38,884 | |||||
NOI at share | 329,531 | 363,857 | |||||
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (5,532 | ) | (21,579 | ) | |||
NOI at share - cash basis | $ | 323,999 | $ | 342,278 | |||
Net Operating Income At Share by Region
Below is a summary of the percentages of NOI at share by geographic region for the three months ended December 31, 2018 and 2017.
For the Three Months Ended December 31, | |||||
2018 | 2017 | ||||
Region: | |||||
New York City metropolitan area | 92 | % | 89 | % | |
Chicago, IL | 3 | % | 7 | % | |
San Francisco, CA | 5 | % | 4 | % | |
100 | % | 100 | % | ||
71
Supplemental Information - continued
Three Months Ended December 31, 2018 Compared to December 31, 2017
Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from operations which are owned by us and in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is NOI at share from operations before straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments which are owned by us and in service in both the current and prior year reporting periods. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2018 compared to December 31, 2017.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
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: | ||||||||||||||||||||
Acquisitions | (337 | ) | (337 | ) | — | — | — | |||||||||||||
Dispositions | 19 | 19 | — | — | — | |||||||||||||||
Development properties | (12,623 | ) | (12,637 | ) | — | 14 | — | |||||||||||||
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net | (96 | ) | 368 | (464 | ) | — | — | |||||||||||||
Other non-operating income, net | (10,412 | ) | (1,066 | ) | — | — | (9,346 | ) | ||||||||||||
Same store NOI at share for the three months ended December 31, 2018 | $ | 306,082 | $ | 281,546 | $ | 10,517 | $ | 14,019 | $ | — | ||||||||||
NOI at share for the three months ended December 31, 2017 | $ | 363,857 | $ | 304,228 | $ | 24,249 | $ | 12,003 | $ | 23,377 | ||||||||||
Less NOI at share from: | ||||||||||||||||||||
Acquisitions | 2 | 2 | — | — | — | |||||||||||||||
Dispositions | (23 | ) | (23 | ) | — | — | — | |||||||||||||
Development properties | (12,789 | ) | (12,789 | ) | — | — | — | |||||||||||||
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net | (984 | ) | (984 | ) | — | — | — | |||||||||||||
Other non-operating income, net | (23,377 | ) | — | — | — | (23,377 | ) | |||||||||||||
Same store NOI at share for the three months ended December 31, 2017 | $ | 326,686 | $ | 290,434 | $ | 24,249 | $ | 12,003 | $ | — | ||||||||||
(Decrease) increase in same store NOI at share for the three months ended December 31, 2018 compared to December 31, 2017 | $ | (20,604 | ) | $ | (8,888 | ) | $ | (13,732 | ) | $ | 2,016 | $ | — | |||||||
% (decrease) increase in same store NOI at share | (6.3 | )% | (3.1 | )% | (1) | (56.6 | )% | (2) | 16.8 | % | — | % | ||||||||
____________________
(1) | Excluding Hotel Pennsylvania, same store NOI at share decreased by 3.0%. |
(2) | The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART. |
72
Supplemental Information - continued
Three Months Ended December 31, 2018 Compared to December 31, 2017 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART,555 California Street and other investments for the three months ended December 31, 2018 compared to December 31, 2017.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
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: | ||||||||||||||||||||
Acquisitions | (336 | ) | (336 | ) | — | — | — | |||||||||||||
Dispositions | 19 | 19 | — | — | — | |||||||||||||||
Development properties | (14,628 | ) | (14,642 | ) | — | 14 | — | |||||||||||||
Lease termination income | (563 | ) | (43 | ) | (520 | ) | — | — | ||||||||||||
Other non-operating income, net | (9,590 | ) | (1,066 | ) | — | — | (8,524 | ) | ||||||||||||
Same store NOI at share - cash basis for the three months ended December 31, 2018 | $ | 298,901 | $ | 272,865 | $ | 12,238 | $ | 13,798 | $ | — | ||||||||||
NOI at share - cash basis for the three months ended December 31, 2017 | $ | 342,278 | $ | 282,787 | $ | 24,396 | $ | 11,916 | $ | 23,179 | ||||||||||
Less NOI at share - cash basis from: | ||||||||||||||||||||
Acquisitions | 2 | 2 | — | — | — | |||||||||||||||
Dispositions | 76 | 76 | — | — | — | |||||||||||||||
Development properties | (13,677 | ) | (13,677 | ) | — | — | — | |||||||||||||
Lease termination income | (1,393 | ) | (1,393 | ) | — | — | — | |||||||||||||
Other non-operating income, net | (23,180 | ) | (1 | ) | — | — | (23,179 | ) | ||||||||||||
Same store NOI at share - cash basis for the three months ended December 31, 2017 | $ | 304,106 | $ | 267,794 | $ | 24,396 | $ | 11,916 | $ | — | ||||||||||
(Decrease) increase in same store NOI at share - cash basis for the three months ended December 31, 2018 compared to December 31, 2017 | $ | (5,205 | ) | $ | 5,071 | $ | (12,158 | ) | $ | 1,882 | $ | — | ||||||||
% (decrease) increase in same store NOI at share - cash basis | (1.7 | )% | 1.9 | % | (1) | (49.8 | )% | (2) | 15.8 | % | — | % | ||||||||
____________________
(1) | Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 2.1%. |
(2) | The three months ended December 31, 2018 includes an additional $12,814 real estate tax expense accrual due to an increase in the tax-assessed value of theMART. |
73
Supplemental Information - continued
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and September 30, 2018
NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.
Below is a summary of NOI at share and NOI at share - cash basis by segment for the three months ended December 31, 2018 and September 30, 2018.
(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: Our share of 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 September 30, 2018 | ||||||||||
Total | New York | Other | |||||||||
Total revenues | $ | 542,048 | $ | 462,446 | $ | 79,602 | |||||
Operating expenses | 235,575 | 200,949 | 34,626 | ||||||||
NOI - consolidated | 306,473 | 261,497 | 44,976 | ||||||||
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (16,943 | ) | (11,348 | ) | (5,595 | ) | |||||
Add: Our share of NOI from partially owned entities | 60,094 | 47,179 | 12,915 | ||||||||
NOI at share | 349,624 | 297,328 | 52,296 | ||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (8,743 | ) | (9,125 | ) | 382 | ||||||
NOI at share - cash basis | $ | 340,881 | $ | 288,203 | $ | 52,678 | |||||
74
Supplemental Information - continued
Net Operating Income At Share by Segment for the Three Months Ended December 31, 2018 and September 30, 2018 - continued
The elements of our New York and Other NOI at share for the three months ended December 31, 2018 and September 30, 2018 are summarized below.
(Amounts in thousands) | For the Three Months Ended | ||||||
December 31, 2018 | September 30, 2018 | ||||||
New York: | |||||||
Office | $ | 186,832 | $ | 184,146 | |||
Retail | 85,549 | 92,858 | |||||
Residential | 5,834 | 5,202 | |||||
Alexander's | 11,023 | 10,626 | |||||
Hotel Pennsylvania | 5,961 | 4,496 | |||||
Total New York | 295,199 | 297,328 | |||||
Other: | |||||||
theMART(1) | 10,981 | 25,257 | |||||
555 California Street | 14,005 | 13,515 | |||||
Other investments(2) | 9,346 | 13,524 | |||||
Total Other | 34,332 | 52,296 | |||||
NOI at share | $ | 329,531 | $ | 349,624 | |||
________________________________________
(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. |
(2) | The three months ended September 30, 2018 includes $1,737 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018). |
The elements of our New York and Other NOI at share - cash basis for the three months ended December 31, 2018 and September 30, 2018 are summarized below.
(Amounts in thousands) | For the Three Months Ended | ||||||
December 31, 2018 | September 30, 2018 | ||||||
New York: | |||||||
Office | $ | 185,624 | $ | 181,575 | |||
Retail | 80,515 | 84,976 | |||||
Residential | 5,656 | 5,358 | |||||
Alexander's | 11,129 | 11,774 | |||||
Hotel Pennsylvania | 6,009 | 4,520 | |||||
Total New York | 288,933 | 288,203 | |||||
Other: | |||||||
theMART(1) | 12,758 | 26,234 | |||||
555 California Street | 13,784 | 13,070 | |||||
Other investments(2) | 8,524 | 13,374 | |||||
Total Other | 35,066 | 52,678 | |||||
NOI at share - cash basis | $ | 323,999 | $ | 340,881 | |||
________________________________________
(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. |
(2) | The three months ended September 30, 2018 includes $1,704 from 666 Fifth Avenue Office Condominium (sold on August 3, 2018). |
75
Supplemental Information - continued
Reconciliation of Net Income to Net Operating Income At Share and Net Operating Income At Share - Cash Basis for the Three Months Ended December 31, 2018 and September 30, 2018
(Amounts in thousands) | For the Three Months Ended | ||||||
December 31, 2018 | September 30, 2018 | ||||||
Net income | $ | 97,821 | $ | 219,162 | |||
Deduct: | |||||||
Income from partially owned entities | (3,090 | ) | (7,206 | ) | |||
Loss from real estate fund investments | 51,258 | 190 | |||||
Interest and other investment income, net | (7,656 | ) | (2,893 | ) | |||
Net gains on disposition of wholly owned and partially owned assets | (81,203 | ) | (141,269 | ) | |||
Purchase price fair value adjustment | (44,060 | ) | — | ||||
Income from discontinued operations | (257 | ) | (61 | ) | |||
NOI attributable to noncontrolling interests in consolidated subsidiaries | (19,771 | ) | (16,943 | ) | |||
Add: | |||||||
Depreciation and amortization expense | 112,869 | 113,169 | |||||
General and administrative expense | 32,934 | 31,977 | |||||
Transaction related costs, impairment loss and other | 14,637 | 2,510 | |||||
Our share of NOI from partially owned entities | 60,205 | 60,094 | |||||
Interest and debt expense | 83,175 | 88,951 | |||||
Income tax expense | 32,669 | 1,943 | |||||
NOI at share | 329,531 | 349,624 | |||||
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (5,532 | ) | (8,743 | ) | |||
NOI at share - cash basis | $ | 323,999 | $ | 340,881 | |||
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Supplemental Information - continued
Three Months Ended December 31, 2018 Compared to September 30, 2018
Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from operations which are owned by us and in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is NOI at share from operations before straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments which are owned by us and in service in both the current and prior year reporting periods. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI and same store NOI - cash basis should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended December 31, 2018 compared to September 30, 2018.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
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 | (12,623 | ) | (12,637 | ) | — | 14 | — | |||||||||||||
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net | (96 | ) | 368 | (464 | ) | — | — | |||||||||||||
Other non-operating income, net | (10,412 | ) | (1,066 | ) | — | — | (9,346 | ) | ||||||||||||
Same store NOI at share for the three months ended December 31, 2018 | $ | 306,419 | $ | 281,883 | $ | 10,517 | $ | 14,019 | $ | — | ||||||||||
NOI at share for the three months ended September 30, 2018 | $ | 349,624 | $ | 297,328 | $ | 25,257 | $ | 13,515 | $ | 13,524 | ||||||||||
Less NOI at share from: | ||||||||||||||||||||
Development properties | (13,488 | ) | (13,474 | ) | — | (14 | ) | — | ||||||||||||
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net | 1,581 | 1,800 | (219 | ) | — | — | ||||||||||||||
Other non-operating income, net | (14,103 | ) | (579 | ) | — | — | (13,524 | ) | ||||||||||||
Same store NOI at share for the three months ended September 30, 2018 | $ | 323,614 | $ | 285,075 | $ | 25,038 | $ | 13,501 | $ | — | ||||||||||
(Decrease) increase in same store NOI at share for the three months ended December 31, 2018 compared to September 30, 2018 | $ | (17,195 | ) | $ | (3,192 | ) | $ | (14,521 | ) | $ | 518 | $ | — | |||||||
% (decrease) increase in same store NOI at share | (5.3 | )% | (1.1 | )% | (1) | (58.0 | )% | (2) | 3.8 | % | — | % | ||||||||
____________________
(1) | Excluding Hotel Pennsylvania, same store NOI at share decreased by 1.7%. |
(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. |
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Supplemental Information - continued
Three Months Ended December 31, 2018 Compared to September 30, 2018 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART,555 California Street and other investments for the three months ended December 31, 2018 compared to September 30, 2018.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
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 | (14,628 | ) | (14,642 | ) | — | 14 | — | |||||||||||||
Lease termination income | (563 | ) | (43 | ) | (520 | ) | — | — | ||||||||||||
Other non-operating income, net | (9,590 | ) | (1,066 | ) | — | — | (8,524 | ) | ||||||||||||
Same store NOI at share - cash basis for the three months ended December 31, 2018 | $ | 299,237 | $ | 273,201 | $ | 12,238 | $ | 13,798 | $ | — | ||||||||||
NOI at share - cash basis for the three months ended September 30, 2018 | $ | 340,881 | $ | 288,203 | $ | 26,234 | $ | 13,070 | $ | 13,374 | ||||||||||
Less NOI at share - cash basis from: | ||||||||||||||||||||
Development properties | (14,342 | ) | (14,328 | ) | — | (14 | ) | — | ||||||||||||
Lease termination income | (318 | ) | (58 | ) | (260 | ) | — | — | ||||||||||||
Other non-operating income, net | (13,954 | ) | (580 | ) | — | — | (13,374 | ) | ||||||||||||
Same store NOI at share - cash basis for the three months ended September 30, 2018 | $ | 312,267 | $ | 273,237 | $ | 25,974 | $ | 13,056 | $ | — | ||||||||||
(Decrease) increase in same store NOI at share - cash basis for the three months ended December 31, 2018 compared to September 30, 2018 | $ | (13,030 | ) | $ | (36 | ) | $ | (13,736 | ) | $ | 742 | $ | — | |||||||
% (decrease) increase in same store NOI at share - cash basis | (4.2 | )% | — | % | (1) | (52.9 | )% | (2) | 5.7 | % | — | % | ||||||||
____________________
(1) | Excluding Hotel Pennsylvania, same store NOI at share - cash basis decreased by 0.6%. |
(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. |
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Related Party Transactions
Alexander’s, Inc.
We own 32.4% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board of Trustee’s and its Chief Executive Officer, is also the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 7 - Investments in Partially Owned Entities to our consolidated financial statements in this Annual Report on Form 10-K.
Interstate Properties (“Interstate”)
Interstate is a general partnership in which Mr. Roth is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, respectively, are Interstate’s two other general partners. As of December 31, 2018, Interstate and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial interest of Vornado and 26.2% of Alexander’s common stock.
We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on 60 days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the management agreement terms are fair to us. We earned $453,000, $501,000, and $521,000 of management fees under the agreement for the years ended December 31, 2018, 2017 and 2016, respectively.
Urban Edge Properties
We own 4.5% of UE. In 2018, 2017 and 2016, we provided UE with information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell and (ii) our affiliate, Alexander's, Rego retail assets. Fees paid to UE for servicing the retail assets of Alexander’s are similar to the fees that we are receiving from Alexander’s.
79
Liquidity and Capital Resources
Property rental income is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties. Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to shareholders and distributions to unitholders of the Operating Partnership, as well as acquisition and development costs. Other sources of liquidity to fund cash requirements include proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loan and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity securities; and asset sales.
We anticipate that cash flow from continuing operations over the next twelve months will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to shareholders, debt amortization and recurring capital expenditures. Capital requirements for development expenditures and acquisitions may require funding from borrowings and/or equity offerings.
We expect to generate approximately $1 billion of after tax net income from the sales of 100% of the 220 CPS residential condominium units. As of December 31, 2018, 83% of the condominium units are sold or under sales contracts, with closings scheduled through 2020.
We may from time to time purchase or retire outstanding debt securities or redeem our equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.
Dividends
On January 16, 2019, Vornado declared a quarterly common dividend of $0.66 per share (an indicated annual rate of $2.64 per common share). This dividend, if and when declared by the Board of Trustees for all of 2019, will require Vornado to pay out approximately $503,000,000 of cash for common share dividends. In addition, during 2019, Vornado expects to pay approximately $50,000,000 of cash dividends on outstanding preferred shares and approximately $33,000,000 of cash distributions to unitholders of the Operating Partnership.
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Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations
We have an effective shelf registration for the offering of our equity and debt securities that is not limited in amount due to our status as a “well-known seasoned issuer.” We have issued senior unsecured notes from a shelf registration statement that contain financial covenants that restrict our ability to incur debt, and that require us to maintain a level of unencumbered assets based on the level of our secured debt. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal. As of December 31, 2018, we are in compliance with all of the financial covenants required by our senior unsecured notes and our unsecured revolving credit facilities.
As of December 31, 2018, we had $570,916,000 of cash and cash equivalents and $2,406,663,000 of borrowing capacity under our unsecured revolving credit facilities, net of letters of credit of $13,337,000. A summary of our consolidated debt as of December 31, 2018 and 2017 is presented below.
(Amounts in thousands) | 2018 | 2017 | |||||||||
Consolidated debt: | December 31, Balance | Weighted Average Interest Rate | December 31, Balance | Weighted Average Interest Rate | |||||||
Variable rate | $ | 3,292,382 | 4.31% | $ | 3,492,133 | 3.19% | |||||
Fixed rate | 6,603,465 | 3.65% | 6,311,706 | 3.72% | |||||||
Total | 9,895,847 | 3.87% | 9,803,839 | 3.53% | |||||||
Deferred financing costs, net and other | (59,226 | ) | (74,352 | ) | |||||||
Total, net | $ | 9,836,621 | $ | 9,729,487 | |||||||
Our consolidated outstanding debt, net of deferred financing costs and other, was $9,836,621,000 at December 31, 2018, a $107,134,000 increase from the balance at December 31, 2017. During 2019 and 2020, $95,782,000 and $2,142,369,000, respectively, of our outstanding debt matures; we may refinance this maturing debt as it comes due or choose to repay it using cash and cash equivalents or our unsecured revolving credit facilities. We may also refinance or prepay other outstanding debt depending on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.
Below is a schedule of our contractual obligations and commitments at December 31, 2018.
(Amounts in thousands) | Less than 1 Year | ||||||||||||||||||
Contractual cash obligations (principal and interest(1)): | Total | 1 – 3 Years | 3 – 5 Years | Thereafter | |||||||||||||||
Notes and mortgages payable | $ | 8,937,508 | $ | 2,850,760 | $ | 4,110,306 | $ | 1,426,256 | $ | 550,186 | |||||||||
Operating leases | 1,835,219 | 46,147 | 87,858 | 88,587 | 1,612,627 | ||||||||||||||
Purchase obligations, primarily construction commitments | 487,406 | 487,406 | — | — | — | ||||||||||||||
Senior unsecured notes due 2025 | 545,156 | 15,750 | 31,500 | 31,500 | 466,406 | ||||||||||||||
Senior unsecured notes due 2022 | 460,833 | 20,000 | 40,000 | 400,833 | — | ||||||||||||||
Unsecured term loan | 897,146 | 29,038 | 58,076 | 57,639 | 752,393 | ||||||||||||||
Revolving credit facilities | 85,858 | 2,840 | 83,018 | — | — | ||||||||||||||
Total contractual cash obligations | $ | 13,249,126 | $ | 3,451,941 | $ | 4,410,758 | $ | 2,004,815 | $ | 3,381,612 | |||||||||
Commitments: | |||||||||||||||||||
Capital commitments to partially owned entities | $ | 18,227 | $ | 18,227 | $ | — | $ | — | $ | — | |||||||||
Standby letters of credit | 13,337 | 13,337 | — | — | — | ||||||||||||||
Total commitments | $ | 31,564 | $ | 31,564 | $ | — | $ | — | $ | — | |||||||||
____________________
(1) | Interest on variable rate debt is computed using rates in effect at December 31, 2018. |
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Liquidity and Capital Resources – continued
Financing Activities and Contractual Obligations – continued
Details of 2018 financing activities are provided in the “Overview” of Management’s Discussion and Analysis of Financial Conditions and Results of Operations. Details of 2017 financing activities are discussed below.
Unsecured Revolving Credit Facility
On October 17, 2017, we extended one of our two $1.25 billion unsecured revolving credit facilities from November 2018 to January 2022 with two six-month extension options. The interest rate on the extended facility was lowered from LIBOR plus 1.05% to LIBOR plus 1.00%. The interest rate and facility fees are the same as our other $1.25 billion unsecured revolving credit facility, which matures in February 2021 with two six-month extension options.
Secured Debt
On December 27, 2017, we completed a public offering of $450,000,000 3.50% senior unsecured notes due January 15, 2025. The interest rate on the senior unsecured notes will be payable semi-annually on January 15 and July 15, commencing July 15, 2018. The notes were sold at 99.596% of their face amount to yield 3.565%.
On December 27, 2017, we redeemed all of the $450,000,000 principal amount of our outstanding 2.50% senior unsecured notes which were scheduled to mature on June 30, 2019, at a redemption price of approximately 100.71% of the principal amount plus accrued interest through the date of redemption. In connection therewith, we expensed $4,836,000 of debt prepayment costs and wrote-off unamortized deferred financing costs which are included in "interest and debt expense" on our consolidated statements of income.
Preferred Securities
In December 2017, we sold 12,780,000 5.25% Series M cumulative redeemable preferred shares at a price of $25.00 per share in an underwritten public offering pursuant to an effective registration statement. We received aggregate net proceeds of $309,609,000, after underwriters’ discounts and issuance costs and contributed the net proceeds to the Operating Partnership in exchange for 12,780,000 5.25% Series M preferred units (with economic terms that mirror those of the Series M preferred shares). Dividends on the Series M preferred shares/units are cumulative and payable quarterly in arrears. The Series M preferred shares/units are not convertible into, or exchangeable for, any of our properties or securities. On or after five years from the date of issuance (or sooner under limited circumstances), we may redeem the Series M preferred shares/units at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the date of redemption. The Series M preferred shares/units have no maturity date and will remain outstanding indefinitely unless redeemed by us.
In December 2017, we called for redemption of all of the outstanding 6.625% Series G and 6.625% Series I cumulative redeemable preferred shares/units. As a result, as of December 31, 2017, we reclassed the 6.625% Series G and 6.625% Series I cumulative redeemable preferred shares/units from shareholder's equity/partner's capital to liabilities on our consolidated balance sheets. In January 2018, we completed the redemption of all of the outstanding Series G and Series I cumulative redeemable preferred shares/units.
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Liquidity and Capital Resources – continued
Certain Future Cash Requirements
Capital Expenditures
The following table summarizes anticipated 2019 capital expenditures.
(Amounts in millions, except per square foot data) | Total | New York | theMART | 555 California Street | |||||||||||
Expenditures to maintain assets | $ | 110.0 | $ | 95.0 | $ | 10.0 | $ | 5.0 | |||||||
Tenant improvements | 77.0 | 64.0 | 13.0 | — | |||||||||||
Leasing commissions | 26.0 | 24.0 | 2.0 | — | |||||||||||
Total recurring tenant improvements, leasing commissions and other capital expenditures | $ | 213.0 | $ | 183.0 | $ | 25.0 | $ | 5.0 | |||||||
Square feet budgeted to be leased (in thousands) | 1,100 | 250 | — | ||||||||||||
Weighted average lease term (years) | 10 | 8 | — | ||||||||||||
Tenant improvements and leasing commissions: | |||||||||||||||
Per square foot | $ | 80.00 | $ | 60.00 | $ | — | |||||||||
Per square foot per annum | 8.00 | 7.50 | — | ||||||||||||
The table above excludes anticipated capital expenditures of each of our partially owned non-consolidated subsidiaries, as these entities fund their capital expenditures without additional equity contributions from us.
Development and Redevelopment Expenditures
We are constructing a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost of $515.4 million) is estimated to be approximately $1.4 billion, of which $1.2 billion has been expended as of December 31, 2018.
We are developing a 173,000 square foot Class A office building, located along the western edge of the High Line at 512 West 22nd Street in the West Chelsea submarket of Manhattan (55.0% interest). The development cost of this project is estimated to be approximately $130,000,000, of which our share is $72,000,000. As of December 31, 2018, $95,464,000 has been expended, of which our share is $52,505,000.
We are developing a 34,000 square foot office and retail building at 606 Broadway, located on the northeast corner of Broadway and Houston Street in Manhattan (50.0% interest). The development cost of this project is estimated to be approximately $60,000,000, of which our share is $30,000,000. As of December 31, 2018, $51,202,000 has been expended, of which our share is $25,601,000.
We are redeveloping a 78,000 square foot Class A office building at 345 Montgomery Street, a part of our 555 California Street complex in San Francisco (70.0% interest) located at the corner of California and Pine Street. The development cost of this project is estimated to be approximately $46,000,000, of which our share is $32,000,000. As of December 31, 2018, $21,834,000 has been expended, of which our share is $15,284,000.
We are redeveloping a 165,000 square foot office building at 825 Seventh Avenue, located at the corner of 53rd Street and Seventh Avenue (50.0% interest). The redevelopment cost of this project is estimated to be approximately $30,000,000, of which our share is $15,000,000. As of December 31, 2018, $8,967,000 has been expended, of which our share is $4,484,000.
We are redeveloping PENN1, a 2,545,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. The development cost of this project is estimated to be over $200,000,000, of which $9,725,000 has been expended as of December 31, 2018.
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Liquidity and Capital Resources – continued
Development and Redevelopment Expenditures - continued
We are in the planning phase to redevelop PENN2, a 1,634,000 square foot office building located on the west side of 7th Avenue between 31st and 33rd Street.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan, including, in particular, the Penn District.
Farley Office and Retail Building and Moynihan Train Hall
Our 95.0% joint venture (the remaining 5.0% is owned by the Related Companies "Related") is developing the Farley Office and Retail Building (the "Project"), which will include approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. The total development cost of the Project is estimated to be approximately $800,000,000 (exclusive of a $230,000,000 upfront contribution and net of anticipated historic tax credits). As of December 31, 2018, $144,491,000 has been expended.
The joint venture has entered into a development agreement with Empire State Development (“ESD”), an entity of New York State, to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to Accounting Standards Codification 840-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through December 31, 2018 of $445,693,000 are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.
There can be no assurance that any of our development or redevelopment projects will commence, or if commenced, be completed, or completed on schedule or within budget.
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.
Liquidity and Capital Resources – continued
Insurance
We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $260,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,453,000 and 19% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.
Our mortgage loans are non-recourse to us, except for the mortgage loan secured by 7 West 34th Street, which we guaranteed and therefore is part of our tax basis. In certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of December 31, 2018, the aggregate dollar amount of these guarantees and master leases is approximately $660,000,000.
As of December 31, 2018, $13,337,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.
A joint venture in which we own a 95.0% ownership interest was designated by ESD, an entity of New York State, to develop the Farley Office and Retail Building. The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.
As of December 31, 2018, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $18,000,000.
As of December 31, 2018, we have construction commitments aggregating approximately $404,000,000.
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Liquidity and Capital Resources – continued
Cash Flows for the Year Ended December 31, 2018 Compared to December 31, 2017
Our cash flow activities for the years ended December 31, 2018 and 2017 are summarized as follows:
(Amounts in thousands) | For the Year Ended December 31, | Decrease in Cash Flow | |||||||||
2018 | 2017 | ||||||||||
Net cash provided by operating activities | $ | 802,641 | $ | 860,142 | $ | (57,501 | ) | ||||
Net cash used in investing activities | (877,722 | ) | (206,317 | ) | (671,405 | ) | |||||
Net cash used in financing activities | (1,122,826 | ) | (338,344 | ) | (784,482 | ) | |||||
Cash and cash equivalents and restricted cash was $716,905,000 at December 31, 2018, a $1,197,907,000 decrease from the balance at December 31, 2017.
Net cash provided by operating activities of $802,641,000 for the year ended December 31, 2018 was comprised of $824,306,000 of cash from operations, including distributions of income from partially owned entities of $78,831,000 and return of capital from real estate fund investments of $20,290,000, and a net decrease of $21,665,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.
The following table details the cash used in investing activities for the years ended December 31, 2018 and 2017:
(Amounts in thousands) | For the Year Ended December 31, | (Decrease) Increase in Cash Flow | |||||||||
2018 | 2017 | ||||||||||
Acquisitions of real estate and other | $ | (574,812 | ) | $ | (30,607 | ) | $ | (544,205 | ) | ||
Development costs and construction in progress | (418,186 | ) | (355,852 | ) | (62,334 | ) | |||||
Additions to real estate | (234,602 | ) | (271,308 | ) | 36,706 | ||||||
Proceeds from sales of real estate and related investments | 219,731 | 9,543 | 210,188 | ||||||||
Proceeds from sale of condominium units at 220 Central Park South | 214,776 | — | 214,776 | ||||||||
Investments in loans receivable | (105,000 | ) | — | (105,000 | ) | ||||||
Distributions of capital from partially owned entities | 100,178 | 366,155 | (265,977 | ) | |||||||
Moynihan Train Hall expenditures | (74,609 | ) | — | (74,609 | ) | ||||||
Investments in partially owned entities | (37,131 | ) | (40,537 | ) | 3,406 | ||||||
Proceeds from repayments of loans receivable | 25,757 | 659 | 25,098 | ||||||||
Proceeds from sale of marketable securities | 4,101 | — | 4,101 | ||||||||
Net consolidation of Farley Office and Retail Building | 2,075 | — | 2,075 | ||||||||
Proceeds from the repayment of JBG SMITH Properties loan receivable | — | 115,630 | (115,630 | ) | |||||||
Net cash used in investing activities | $ | (877,722 | ) | $ | (206,317 | ) | $ | (671,405 | ) | ||
86
Liquidity and Capital Resources – continued
Cash Flows for the Year Ended December 31, 2018 Compared to December 31, 2017 - continued
The following table details the cash used in financing activities for the years ended December 31, 2018 and 2017:
(Amounts in thousands) | For the Year Ended December 31, | (Decrease) Increase in Cash Flow | |||||||||
2018 | 2017 | ||||||||||
Repayments of borrowings | $ | (685,265 | ) | $ | (631,681 | ) | $ | (53,584 | ) | ||
Proceeds from borrowings | 526,766 | 1,055,872 | (529,106 | ) | |||||||
Dividends paid on common shares/Distributions to Vornado | (479,348 | ) | (496,490 | ) | 17,142 | ||||||
Redemption of preferred shares/units | (470,000 | ) | — | (470,000 | ) | ||||||
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries | (76,149 | ) | (109,697 | ) | 33,548 | ||||||
Moynihan Train Hall reimbursement from Empire State Development | 74,609 | — | 74,609 | ||||||||
Contributions from noncontrolling interests in consolidated subsidiaries | 61,062 | 1,044 | 60,018 | ||||||||
Dividends paid on preferred shares/Distributions to preferred unitholders | (55,115 | ) | (64,516 | ) | 9,401 | ||||||
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other | (12,969 | ) | (418 | ) | (12,551 | ) | |||||
Debt issuance costs | (12,908 | ) | (12,325 | ) | (583 | ) | |||||
Proceeds received from exercise of Vornado stock options and other | 7,309 | 29,712 | (22,403 | ) | |||||||
Debt prepayment and extinguishment costs | (818 | ) | (3,217 | ) | 2,399 | ||||||
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items) | — | (416,237 | ) | 416,237 | |||||||
Proceeds from issuance of preferred shares/units | — | 309,609 | (309,609 | ) | |||||||
Net cash used in financing activities | $ | (1,122,826 | ) | $ | (338,344 | ) | $ | (784,482 | ) | ||
87
Liquidity and Capital Resources – continued
Capital Expenditures for the Year Ended December 31, 2018
Capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and leasing commissions. Recurring capital expenditures include expenditures to maintain a property’s competitive position within the market and tenant improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases. Non-recurring capital improvements include expenditures to lease space that has been vacant for more than nine months and expenditures completed in the year of acquisition and the following two years that were planned at the time of acquisition, as well as tenant improvements and leasing commissions for space that was vacant at the time of acquisition of a property.
Below is a summary of amounts paid for capital expenditures and leasing commissions for the year ended December 31, 2018.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | |||||||||||
Expenditures to maintain assets | $ | 92,386 | $ | 70,954 | $ | 13,282 | $ | 8,150 | |||||||
Tenant improvements | 100,191 | 76,187 | 15,106 | 8,898 | |||||||||||
Leasing commissions | 33,254 | 29,435 | 459 | 3,360 | |||||||||||
Recurring tenant improvements, leasing commissions and other capital expenditures | 225,831 | 176,576 | 28,847 | 20,408 | |||||||||||
Non-recurring capital expenditures | 43,135 | 31,381 | 260 | 11,494 | |||||||||||
Total capital expenditures and leasing commissions | $ | 268,966 | $ | 207,957 | $ | 29,107 | $ | 31,902 | |||||||
Development and Redevelopment Expenditures for the Year Ended December 31, 2018
Development and redevelopment expenditures consist of all hard and soft costs associated with the development or redevelopment of a property, including capitalized interest, debt and operating costs until the property is substantially completed and ready for its intended use. Our development project estimates below include initial leasing costs, which are reflected as non-recurring capital expenditures in the table above.
Below is a summary of amounts paid for development and redevelopment expenditures in the year ended December 31, 2018. These expenditures include interest and debt expense of $73,166,000, payroll of $12,120,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $66,651,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | ||||||||||||||
220 Central Park South | $ | 295,827 | $ | — | $ | — | $ | — | $ | 295,827 | |||||||||
Farley Office and Retail Building | 18,995 | 18,995 | — | — | — | ||||||||||||||
345 Montgomery Street | 18,187 | — | — | 18,187 | — | ||||||||||||||
606 Broadway | 15,959 | 15,959 | — | — | — | ||||||||||||||
PENN1 | 8,856 | 8,856 | — | — | — | ||||||||||||||
1535 Broadway | 8,645 | 8,645 | — | — | — | ||||||||||||||
Other | 51,717 | 36,660 | 10,790 | 445 | 3,822 | ||||||||||||||
$ | 418,186 | $ | 89,115 | $ | 10,790 | $ | 18,632 | $ | 299,649 | ||||||||||
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Liquidity and Capital Resources – continued
Capital Expenditures for the Year Ended December 31, 2017
Below is a summary of amounts paid for capital expenditures and leasing commissions for the year ended December 31, 2017.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
Expenditures to maintain assets | $ | 111,629 | $ | 79,567 | $ | 12,772 | $ | 9,689 | $ | 9,601 | ||||||||||
Tenant improvements | 128,287 | 83,639 | 8,730 | 19,327 | 16,591 | |||||||||||||||
Leasing commissions | 36,447 | 26,114 | 1,701 | 1,330 | 7,302 | |||||||||||||||
Recurring tenant improvements, leasing commissions and other capital expenditures | 276,363 | 189,320 | 23,203 | 30,346 | 33,494 | |||||||||||||||
Non-recurring capital expenditures | 35,149 | 27,762 | — | 7,159 | 228 | |||||||||||||||
Total capital expenditures and leasing commissions | $ | 311,512 | $ | 217,082 | $ | 23,203 | $ | 37,505 | $ | 33,722 | (1) | |||||||||
___________________
(1) | Effective July 17, 2017, the date of the spin-off of our Washington, DC segment, capital expenditures and leasing commissions of our former Washington, DC segment have been reclassified to the Other segment. |
Development and Redevelopment Expenditures for the Year Ended December 31, 2017
Below is a summary of amounts paid for development and redevelopment expenditures in the year ended December 31, 2017. These expenditures include interest and debt expense of $48,230,000, payroll of $6,044,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $28,197,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | ||||||||||||||
220 Central Park South | $ | 265,791 | $ | — | $ | — | $ | — | $ | 265,791 | |||||||||
606 Broadway | 15,997 | 15,997 | — | — | — | ||||||||||||||
90 Park Avenue | 7,523 | 7,523 | — | — | — | ||||||||||||||
345 Montgomery Street | 5,950 | — | — | 5,950 | — | ||||||||||||||
theMART | 5,342 | — | 5,342 | — | — | ||||||||||||||
PENN1 | 1,462 | 1,462 | — | — | — | ||||||||||||||
Other | 53,787 | 18,392 | 799 | 6,465 | 28,131 | ||||||||||||||
$ | 355,852 | $ | 43,374 | $ | 6,141 | $ | 12,415 | $ | 293,922 | ||||||||||
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Liquidity and Capital Resources – continued
Capital Expenditures for the Year Ended December 31, 2016
Below is a summary of amounts paid for capital expenditures and leasing commissions for the year ended December 31, 2016.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
Expenditures to maintain assets | $ | 119,076 | $ | 65,561 | $ | 20,098 | $ | 9,954 | $ | 23,463 | ||||||||||
Tenant improvements | 219,751 | 112,687 | 29,738 | 9,904 | 67,422 | |||||||||||||||
Leasing commissions | 47,906 | 38,134 | 2,070 | 1,486 | 6,216 | |||||||||||||||
Recurring tenant improvements, leasing commissions and other capital expenditures | 386,733 | 216,382 | 51,906 | 21,344 | 97,101 | |||||||||||||||
Non-recurring capital expenditures | 58,693 | 47,642 | — | 2,154 | 8,897 | |||||||||||||||
Total capital expenditures and leasing commissions | $ | 445,426 | $ | 264,024 | $ | 51,906 | $ | 23,498 | $ | 105,998 | (1) | |||||||||
___________________
(1) | Effective July 17, 2017, the date of the spin-off of our Washington, DC segment, capital expenditures and leasing commissions of our former Washington, DC segment have been reclassified to the Other segment. |
Development and Redevelopment Expenditures for the Year Ended December 31, 2016
Below is a summary of amounts paid for development and redevelopment expenditures in the year ended December 31, 2016. These expenditures include interest and debt expense of $34,097,000, payroll of $12,516,000, and other soft costs (primarily architectural and engineering fees, permits, real estate taxes and professional fees) aggregating $46,995,000, which were capitalized in connection with the development and redevelopment of these projects.
(Amounts in thousands) | Total | New York | theMART | 555 California Street | Other | |||||||||||||||
220 Central Park South | $ | 303,974 | $ | — | $ | — | $ | — | $ | 303,974 | ||||||||||
640 Fifth Avenue | 46,282 | 46,282 | — | — | — | |||||||||||||||
90 Park Avenue | 33,308 | 33,308 | — | — | — | |||||||||||||||
theMART | 24,788 | — | 24,788 | — | — | |||||||||||||||
Wayne Towne Center | 8,461 | — | — | — | 8,461 | |||||||||||||||
330 West 34th Street | 5,492 | 5,492 | — | — | — | |||||||||||||||
Other | 184,260 | 33,121 | 1,384 | 9,150 | 140,605 | (1) | ||||||||||||||
$ | 606,565 | $ | 118,203 | $ | 26,172 | $ | 9,150 | $ | 453,040 | |||||||||||
___________________
(1) | Primarily relates to our former Washington, DC segment which was spun-off on July 17, 2017. |
90
Funds From Operations
Vornado Realty Trust
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 depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified 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 our 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. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 19 – Income Per Share/Income Per Class A Unit, in our consolidated financial statements on page 150 of this Annual Report on Form 10-K.
In accordance with the NAREIT December 2018 restated definition of FFO, we have elected to exclude the mark-to-market adjustments of marketable equity securities from the calculation of FFO. Our FFO for the nine months ended September 30, 2018 has been adjusted to exclude the $26,602,000, or $0.13 per share, decrease in fair value of marketable equity securities previously reported.
FFO attributable to common shareholders plus assumed conversions was $210,100,000, or $1.10 per diluted share, for the three months ended December 31, 2018, compared to $153,151,000, or $0.80 per diluted share, for the prior year's three months. FFO attributable to common shareholders plus assumed conversions was $729,740,000, or $3.82 per diluted share, for the year ended December 31, 2018, compared to $717,805,000, or $3.75 per diluted share, for the prior year. Details of certain items that impact FFO are discussed in the financial results summary of our “Overview.”
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FFO - continued
Vornado Realty Trust - continued
(Amounts in thousands, except per share amounts) | For the Three Months Ended December 31, | For the Year Ended December 31, | |||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions: | |||||||||||||||
Net income attributable to common shareholders | $ | 100,494 | $ | 27,319 | $ | 384,832 | $ | 162,017 | |||||||
Per diluted share | $ | 0.53 | $ | 0.14 | $ | 2.01 | $ | 0.85 | |||||||
FFO adjustments: | |||||||||||||||
Depreciation and amortization of real property | $ | 104,067 | $ | 106,017 | $ | 413,091 | $ | 467,966 | |||||||
Net gains on sale of real estate | — | — | (158,138 | ) | (3,797 | ) | |||||||||
Real estate impairment losses | 12,000 | — | 12,000 | — | |||||||||||
Decrease in fair value of marketable securities | 1,652 | — | 26,453 | — | |||||||||||
After-tax purchase price fair value adjustment on depreciable real estate | (27,289 | ) | — | (27,289 | ) | — | |||||||||
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO: | |||||||||||||||
Depreciation and amortization of real property | 24,309 | 28,247 | 101,591 | 137,000 | |||||||||||
Net gains on sale of real estate | — | (585 | ) | (3,998 | ) | (17,777 | ) | ||||||||
Real estate impairment losses | — | 145 | — | 7,692 | |||||||||||
Decrease in fair value of marketable securities | 2,081 | — | 3,882 | — | |||||||||||
116,820 | 133,824 | 367,592 | 591,084 | ||||||||||||
Noncontrolling interests' share of above adjustments | (7,229 | ) | (8,010 | ) | (22,746 | ) | (36,420 | ) | |||||||
FFO adjustments, net | $ | 109,591 | $ | 125,814 | $ | 344,846 | $ | 554,664 | |||||||
FFO attributable to common shareholders | $ | 210,085 | $ | 153,133 | $ | 729,678 | $ | 716,681 | |||||||
Convertible preferred share dividends | 15 | 18 | 62 | 77 | |||||||||||
Earnings allocated to Out-Performance Plan units | — | — | — | 1,047 | |||||||||||
FFO attributable to common shareholders plus assumed conversions | $ | 210,100 | $ | 153,151 | $ | 729,740 | $ | 717,805 | |||||||
Per diluted share | $ | 1.10 | $ | 0.80 | $ | 3.82 | $ | 3.75 | |||||||
Reconciliation of Weighted Average Shares | |||||||||||||||
Weighted average common shares outstanding | 190,348 | 189,898 | 190,219 | 189,526 | |||||||||||
Effect of dilutive securities: | |||||||||||||||
Employee stock options and restricted share awards | 814 | 1,122 | 933 | 1,448 | |||||||||||
Convertible preferred shares | 37 | 43 | 37 | 46 | |||||||||||
Out-Performance Plan units | — | — | — | 284 | |||||||||||
Denominator for FFO per diluted share | 191,199 | 191,063 | 191,189 | 191,304 | |||||||||||
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows:
(Amounts in thousands, except per share and unit amounts) | 2018 | 2017 | |||||||||||||
December 31, Balance | Weighted Average Interest Rate | Effect of 1% Change In Base Rates | December 31, Balance | Weighted Average Interest Rate | |||||||||||
Consolidated debt: | |||||||||||||||
Variable rate | $ | 3,292,382 | 4.31% | $ | 32,924 | $ | 3,492,133 | 3.19% | |||||||
Fixed rate | 6,603,465 | 3.65% | — | 6,311,706 | 3.72% | ||||||||||
$ | 9,895,847 | 3.87% | 32,924 | $ | 9,803,839 | 3.53% | |||||||||
Pro rata share of debt of non-consolidated entities(1): | |||||||||||||||
Variable rate | $ | 1,300,797 | 4.05% | 13,008 | $ | 1,395,001 | 3.24% | ||||||||
Fixed rate | 1,382,068 | 4.19% | — | 2,035,888 | 4.89% | ||||||||||
$ | 2,682,865 | 4.12% | 13,008 | $ | 3,430,889 | 4.22% | |||||||||
Noncontrolling interests’ share of consolidated subsidiaries | (1,649 | ) | |||||||||||||
Total change in annual net income attributable to the Operating Partnership | 44,283 | ||||||||||||||
Noncontrolling interests’ share of the Operating Partnership | (2,741 | ) | |||||||||||||
Total change in annual net income attributable to Vornado | $ | 41,542 | |||||||||||||
Total change in annual net income attributable to the Operating Partnership per diluted Class A unit | $ | 0.22 | |||||||||||||
Total change in annual net income attributable to Vornado per diluted share | $ | 0.22 | |||||||||||||
_______________________
(1) | As a result of Toys “R” Us (“Toys”) filing a voluntary petition under chapter 11 of the United States Bankruptcy Code, we determined the Company no longer has the ability to exercise significant influence over Toys. Accordingly, we have excluded our share of Toys debt. |
We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of December 31, 2018, we have an interest rate swap on a $375,000,000 mortgage loan on 888 Seventh Avenue that swapped the rate from LIBOR plus 1.60% (3.99% as of December 31, 2018) to a fixed rate of 3.15% through December 2020; an interest rate swap on a $700,000,000 mortgage loan on 770 Broadway that swapped the rate from LIBOR plus 1.75% (4.13% as of December 31, 2018) to a fixed rate of 2.56% through September 2020; and an interest rate swap on a $100,000,000 mortgage loan on 33-00 Northern Boulevard that swapped the rate from LIBOR plus 1.80% (4.19% as of December 31, 2018) to a fixed rate of 4.14% through January 2025.
In connection with the extension of our $750,000,000 unsecured term loan, we entered into an interest rate swap agreement that swapped the rate from LIBOR plus 1.00% (3.52% as of December 31, 2018) to a fixed rate of 3.87% through October 2023.
Fair Value of Debt
The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of December 31, 2018, the estimated fair value of our consolidated debt was $9,856,000,000.
93
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page Number | |
Vornado Realty Trust | |
Consolidated Balance Sheets at December 31, 2018 and 2017 | |
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016 | |
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 | |
Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 | |
Vornado Realty L.P. | |
Consolidated Balance Sheets at December 31, 2018 and 2017 | |
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016 | |
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 | |
Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2017 and 2016 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 | |
94
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Trustees
Vornado Realty Trust
New York, New York
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vornado Realty Trust and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with the accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 11, 2019
We have served as the Company’s auditor since 1976.
95
VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except unit, share and per share amounts) | December 31, 2018 | December 31, 2017 | |||||
ASSETS | |||||||
Real estate, at cost: | |||||||
Land | $ | 3,306,280 | $ | 3,143,648 | |||
Buildings and improvements | 10,110,992 | 9,898,605 | |||||
Development costs and construction in progress | 2,266,491 | 1,615,101 | |||||
Moynihan Train Hall development expenditures | 445,693 | — | |||||
Leasehold improvements and equipment | 108,427 | 98,941 | |||||
Total | 16,237,883 | 14,756,295 | |||||
Less accumulated depreciation and amortization | (3,180,175 | ) | (2,885,283 | ) | |||
Real estate, net | 13,057,708 | 11,871,012 | |||||
Cash and cash equivalents | 570,916 | 1,817,655 | |||||
Restricted cash | 145,989 | 97,157 | |||||
Marketable securities | 152,198 | 182,752 | |||||
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 and $5,526 | 73,322 | 58,700 | |||||
Investments in partially owned entities | 858,113 | 1,056,829 | |||||
Real estate fund investments | 318,758 | 354,804 | |||||
220 Central Park South condominium units ready for sale | 99,627 | — | |||||
Receivable arising from the straight-lining of rents, net of allowance of $1,644 and $954 | 935,131 | 926,711 | |||||
Deferred leasing costs, net of accumulated amortization of $207,529 and $191,827 | 400,313 | 403,492 | |||||
Identified intangible assets, net of accumulated amortization of $172,114 and $150,837 | 136,781 | 159,260 | |||||
Other assets | 431,938 | 469,562 | |||||
$ | 17,180,794 | $ | 17,397,934 | ||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | |||||||
Mortgages payable, net | $ | 8,167,798 | $ | 8,137,139 | |||
Senior unsecured notes, net | 844,002 | 843,614 | |||||
Unsecured term loan, net | 744,821 | 748,734 | |||||
Unsecured revolving credit facilities | 80,000 | — | |||||
Moynihan Train Hall obligation | 445,693 | — | |||||
Accounts payable and accrued expenses | 430,976 | 415,794 | |||||
Deferred revenue | 167,730 | 227,069 | |||||
Deferred compensation plan | 96,523 | 109,177 | |||||
Preferred shares redeemed on January 4 and 11, 2018 | — | 455,514 | |||||
Other liabilities | 311,806 | 468,255 | |||||
Total liabilities | 11,289,349 | 11,405,296 | |||||
Commitments and contingencies | |||||||
Redeemable noncontrolling interests: | |||||||
Class A units - 12,544,477 and 12,528,899 units outstanding | 778,134 | 979,509 | |||||
Series D cumulative redeemable preferred units - 177,101 units outstanding | 5,428 | 5,428 | |||||
Total redeemable noncontrolling interests | 783,562 | 984,937 | |||||
Vornado's shareholders' equity: | |||||||
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,798,580 and 36,799,573 shares | 891,294 | 891,988 | |||||
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,535,499 and 189,983,858 shares | 7,600 | 7,577 | |||||
Additional capital | 7,725,857 | 7,492,658 | |||||
Earnings less than distributions | (4,167,184 | ) | (4,183,253 | ) | |||
Accumulated other comprehensive income | 7,664 | 128,682 | |||||
Total Vornado shareholders' equity | 4,465,231 | 4,337,652 | |||||
Noncontrolling interests in consolidated subsidiaries | 642,652 | 670,049 | |||||
Total equity | 5,107,883 | 5,007,701 | |||||
$ | 17,180,794 | $ | 17,397,934 | ||||
See notes to the consolidated financial statements.
96
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
REVENUES: | |||||||||||
Property rentals | $ | 1,760,205 | $ | 1,714,952 | $ | 1,662,093 | |||||
Tenant expense reimbursements | 247,128 | 233,424 | 221,563 | ||||||||
Fee and other income | 156,387 | 135,750 | 120,086 | ||||||||
Total revenues | 2,163,720 | 2,084,126 | 2,003,742 | ||||||||
EXPENSES: | |||||||||||
Operating | 963,478 | 886,596 | 844,566 | ||||||||
Depreciation and amortization | 446,570 | 429,389 | 421,023 | ||||||||
General and administrative | 141,871 | 150,782 | 143,643 | ||||||||
(Benefit) expense from deferred compensation plan liability | (2,480 | ) | 6,932 | 5,213 | |||||||
Transaction related costs, impairment loss and other | 31,320 | 1,776 | 9,451 | ||||||||
Total expenses | 1,580,759 | 1,475,475 | 1,423,896 | ||||||||
Operating income | 582,961 | 608,651 | 579,846 | ||||||||
Income from partially owned entities | 9,149 | 15,200 | 168,948 | ||||||||
(Loss) income from real estate fund investments | (89,231 | ) | 3,240 | (23,602 | ) | ||||||
Interest and other investment income, net | 17,057 | 30,861 | 24,335 | ||||||||
(Loss) income from deferred compensation plan assets | (2,480 | ) | 6,932 | 5,213 | |||||||
Interest and debt expense | (347,949 | ) | (345,654 | ) | (330,240 | ) | |||||
Purchase price fair value adjustment | 44,060 | — | — | ||||||||
Net gains on disposition of wholly owned and partially owned assets | 246,031 | 501 | 160,433 | ||||||||
Income before income taxes | 459,598 | 319,731 | 584,933 | ||||||||
Income tax expense | (37,633 | ) | (42,375 | ) | (7,923 | ) | |||||
Income from continuing operations | 421,965 | 277,356 | 577,010 | ||||||||
Income (loss) from discontinued operations | 638 | (13,228 | ) | 404,912 | |||||||
Net income | 422,603 | 264,128 | 981,922 | ||||||||
Less net loss (income) attributable to noncontrolling interests in: | |||||||||||
Consolidated subsidiaries | 53,023 | (25,802 | ) | (21,351 | ) | ||||||
Operating Partnership | (25,672 | ) | (10,910 | ) | (53,654 | ) | |||||
Net income attributable to Vornado | 449,954 | 227,416 | 906,917 | ||||||||
Preferred share dividends | (50,636 | ) | (65,399 | ) | (75,903 | ) | |||||
Preferred share issuance costs | (14,486 | ) | — | (7,408 | ) | ||||||
NET INCOME attributable to common shareholders | $ | 384,832 | $ | 162,017 | $ | 823,606 | |||||
INCOME PER COMMON SHARE – BASIC: | |||||||||||
Income from continuing operations, net | $ | 2.02 | $ | 0.92 | $ | 2.35 | |||||
Income (loss) from discontinued operations, net | — | (0.07 | ) | 2.01 | |||||||
Net income per common share | $ | 2.02 | $ | 0.85 | $ | 4.36 | |||||
Weighted average shares outstanding | 190,219 | 189,526 | 188,837 | ||||||||
INCOME PER COMMON SHARE – DILUTED: | |||||||||||
Income from continuing operations, net | $ | 2.01 | $ | 0.91 | $ | 2.34 | |||||
Income (loss) from discontinued operations, net | — | (0.06 | ) | 2.00 | |||||||
Net income per common share | $ | 2.01 | $ | 0.85 | $ | 4.34 | |||||
Weighted average shares outstanding | 191,290 | 191,258 | 190,173 | ||||||||
See notes to consolidated financial statements.
97
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Net income | $ | 422,603 | $ | 264,128 | $ | 981,922 | |||||
Other comprehensive income (loss): | |||||||||||
(Reduction) increase in value of interest rate swaps and other | (14,635 | ) | 15,477 | 27,432 | |||||||
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries | 1,155 | 1,425 | (2,739 | ) | |||||||
(Reduction) increase in unrealized net gain on available-for-sale securities | — | (20,951 | ) | 52,057 | |||||||
Pro rata share of amounts reclassified from accumulated other comprehensive income of a nonconsolidated subsidiary | — | 14,402 | — | ||||||||
Comprehensive income | 409,123 | 274,481 | 1,058,672 | ||||||||
Less comprehensive loss (income) attributable to noncontrolling interests | 28,187 | (37,356 | ) | (79,704 | ) | ||||||
Comprehensive income attributable to Vornado | $ | 437,310 | $ | 237,125 | $ | 978,968 | |||||
See notes to consolidated financial statements.
98
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands) | Preferred Shares | Common Shares | Additional Capital | Earnings Less Than Distributions | Accumulated Other Comprehensive Income (Loss) | 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 (see Note 2) | — | — | — | — | — | 122,893 | (108,374 | ) | — | 14,519 | ||||||||||||||||||||||||
Net income attributable to Vornado | — | — | — | — | — | 449,954 | — | — | 449,954 | |||||||||||||||||||||||||
Net loss attributable to noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | — | (53,023 | ) | (53,023 | ) | |||||||||||||||||||||||
Dividends on common shares | — | — | — | — | — | (479,348 | ) | — | — | (479,348 | ) | |||||||||||||||||||||||
Dividends on preferred shares | — | — | — | — | — | (50,636 | ) | — | — | (50,636 | ) | |||||||||||||||||||||||
Common shares issued: | ||||||||||||||||||||||||||||||||||
Upon redemption of Class A units, at redemption value | — | — | 244 | 10 | 17,058 | — | — | — | 17,068 | |||||||||||||||||||||||||
Under employees' share option plan | — | — | 279 | 12 | 5,907 | (12,185 | ) | — | — | (6,266 | ) | |||||||||||||||||||||||
Under dividend reinvestment plan | — | — | 20 | 1 | 1,389 | — | — | — | 1,390 | |||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | 62,657 | 62,657 | |||||||||||||||||||||||||
Distributions: | ||||||||||||||||||||||||||||||||||
Real estate fund investments | — | — | — | — | — | — | — | (12,665 | ) | (12,665 | ) | |||||||||||||||||||||||
Other | — | — | — | — | — | — | — | (33,250 | ) | (33,250 | ) | |||||||||||||||||||||||
Conversion of Series A preferred shares to common shares | — | (31 | ) | 2 | — | 30 | — | — | — | (1 | ) | |||||||||||||||||||||||
Deferred compensation shares and options | — | — | 6 | — | 1,157 | (121 | ) | — | — | 1,036 | ||||||||||||||||||||||||
Pro rata share of other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | — | 1,155 | — | 1,155 | |||||||||||||||||||||||||
Reduction in value of interest rate swaps | — | — | — | — | — | — | (14,634 | ) | — | (14,634 | ) | |||||||||||||||||||||||
Unearned 2015 Out-Performance Plan awards acceleration | — | — | — | — | 9,046 | — | — | — | 9,046 | |||||||||||||||||||||||||
Adjustments to carry redeemable Class A units at redemption value | — | — | — | — | 198,064 | — | — | — | 198,064 | |||||||||||||||||||||||||
Preferred shares issuance | — | (663 | ) | — | — | — | (14,486 | ) | — | — | (15,149 | ) | ||||||||||||||||||||||
Redeemable noncontrolling interests' share of above adjustments | — | — | — | — | — | — | 836 | — | 836 | |||||||||||||||||||||||||
Consolidation of the Farley joint venture | — | — | — | — | — | — | — | 8,720 | 8,720 | |||||||||||||||||||||||||
Other | — | — | — | — | 548 | (2 | ) | (1 | ) | 164 | 709 | |||||||||||||||||||||||
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 | |||||||||||||||||
See notes to consolidated financial statements.
99
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(Amounts in thousands) | Preferred Shares | Common Shares | Additional Capital | Earnings Less Than Distributions | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests in Consolidated Subsidiaries | Total Equity | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||
Balance, December 31, 2016 | 42,825 | $ | 1,038,055 | 189,101 | $ | 7,542 | $ | 7,153,332 | $ | (1,419,382 | ) | $ | 118,972 | $ | 719,977 | $ | 7,618,496 | |||||||||||||||||
Net income attributable to Vornado | — | — | — | — | — | 227,416 | — | — | 227,416 | |||||||||||||||||||||||||
Net income attributable to noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | — | 25,802 | 25,802 | |||||||||||||||||||||||||
Dividends on common shares | — | — | — | — | — | (496,490 | ) | — | — | (496,490 | ) | |||||||||||||||||||||||
Dividends on preferred shares | — | — | — | — | — | (65,399 | ) | — | — | (65,399 | ) | |||||||||||||||||||||||
Common shares issued: | ||||||||||||||||||||||||||||||||||
Upon redemption of Class A units, at redemption value | — | — | 403 | 16 | 38,731 | — | — | — | 38,747 | |||||||||||||||||||||||||
Under employees' share option plan | — | — | 449 | 18 | 28,235 | — | — | — | 28,253 | |||||||||||||||||||||||||
Under dividend reinvestment plan | — | — | 17 | 1 | 1,458 | — | — | — | 1,459 | |||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | 1,044 | 1,044 | |||||||||||||||||||||||||
Distributions: | ||||||||||||||||||||||||||||||||||
JBG SMITH Properties | — | — | — | — | — | (2,428,345 | ) | — | — | (2,428,345 | ) | |||||||||||||||||||||||
Real estate fund investments | — | — | — | — | — | — | — | (73,850 | ) | (73,850 | ) | |||||||||||||||||||||||
Other | — | — | — | — | — | — | — | (2,618 | ) | (2,618 | ) | |||||||||||||||||||||||
Conversion of Series A preferred shares to common shares | (5 | ) | (162 | ) | 10 | — | 162 | — | — | — | — | |||||||||||||||||||||||
Deferred compensation shares and options | — | — | — | — | 2,246 | (418 | ) | — | — | 1,828 | ||||||||||||||||||||||||
Reduction in unrealized net gain on available-for-sale securities | — | — | — | — | — | — | (20,951 | ) | — | (20,951 | ) | |||||||||||||||||||||||
Pro rata share of amounts reclassified related to a nonconsolidated subsidiary | — | — | — | — | — | — | 14,402 | — | 14,402 | |||||||||||||||||||||||||
Pro rata share of other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | — | 1,425 | — | 1,425 | |||||||||||||||||||||||||
Increase in value of interest rate swaps | — | — | — | — | — | — | 15,476 | — | 15,476 | |||||||||||||||||||||||||
Adjustments to carry redeemable Class A units at redemption value | — | — | — | — | 268,494 | — | — | — | 268,494 | |||||||||||||||||||||||||
Preferred shares issuance | 12,780 | 309,609 | — | — | — | — | — | — | 309,609 | |||||||||||||||||||||||||
Cumulative redeemable preferred shares called for redemption | (18,800 | ) | (455,514 | ) | — | — | — | — | — | — | (455,514 | ) | ||||||||||||||||||||||
Redeemable noncontrolling interests' share of above adjustments | — | — | — | — | — | — | (642 | ) | — | (642 | ) | |||||||||||||||||||||||
Other | — | — | 4 | — | — | (635 | ) | — | (306 | ) | (941 | ) | ||||||||||||||||||||||
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 | |||||||||||||||||
See notes to consolidated financial statements.
100
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(Amounts in thousands) | Preferred Shares | Common Shares | Additional Capital | Earnings Less Than Distributions | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests in Consolidated Subsidiaries | Total Equity | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||
Balance, December 31, 2015 | 52,677 | $ | 1,276,954 | 188,577 | $ | 7,521 | $ | 7,132,979 | $ | (1,766,780 | ) | $ | 46,921 | $ | 778,483 | $ | 7,476,078 | |||||||||||||||||
Net income attributable to Vornado | — | — | — | — | — | 906,917 | — | — | 906,917 | |||||||||||||||||||||||||
Net income attributable to noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | — | 21,351 | 21,351 | |||||||||||||||||||||||||
Dividends on common shares | — | — | — | — | — | (475,961 | ) | — | — | (475,961 | ) | |||||||||||||||||||||||
Dividends on preferred shares | — | — | — | — | — | (75,903 | ) | — | — | (75,903 | ) | |||||||||||||||||||||||
Redemption of Series J preferred shares | (9,850 | ) | (238,842 | ) | — | — | — | (7,408 | ) | — | — | (246,250 | ) | |||||||||||||||||||||
Common shares issued: | ||||||||||||||||||||||||||||||||||
Upon redemption of Class A units, at redemption value | — | — | 376 | 15 | 36,495 | — | — | — | 36,510 | |||||||||||||||||||||||||
Under employees' share option plan | — | — | 123 | 5 | 6,820 | — | — | — | 6,825 | |||||||||||||||||||||||||
Under dividend reinvestment plan | — | — | 16 | 1 | 1,443 | — | — | — | 1,444 | |||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | 19,749 | 19,749 | |||||||||||||||||||||||||
Distributions: | ||||||||||||||||||||||||||||||||||
Real estate fund investments | — | — | — | — | — | — | — | (62,444 | ) | (62,444 | ) | |||||||||||||||||||||||
Other | — | — | — | — | — | — | — | (36,804 | ) | (36,804 | ) | |||||||||||||||||||||||
Conversion of Series A preferred shares to common shares | (2 | ) | (56 | ) | 3 | — | 56 | — | — | — | — | |||||||||||||||||||||||
Deferred compensation shares and options | — | — | 7 | — | 1,788 | (186 | ) | — | — | 1,602 | ||||||||||||||||||||||||
Increase in unrealized net gain on available-for-sale securities | — | — | — | — | — | — | 52,057 | — | 52,057 | |||||||||||||||||||||||||
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries | — | — | — | — | — | — | (2,739 | ) | — | (2,739 | ) | |||||||||||||||||||||||
Increase in value of interest rate swap | — | — | — | — | — | — | 27,434 | — | 27,434 | |||||||||||||||||||||||||
Adjustments to carry redeemable Class A units at redemption value | — | — | — | — | (26,251 | ) | — | — | — | (26,251 | ) | |||||||||||||||||||||||
Redeemable noncontrolling interests' share of above adjustments | — | — | — | — | — | — | (4,699 | ) | — | (4,699 | ) | |||||||||||||||||||||||
Other | — | (1 | ) | (1 | ) | — | 2 | (61 | ) | (2 | ) | (358 | ) | (420 | ) | |||||||||||||||||||
Balance, December 31, 2016 | 42,825 | $ | 1,038,055 | 189,101 | $ | 7,542 | $ | 7,153,332 | $ | (1,419,382 | ) | $ | 118,972 | $ | 719,977 | $ | 7,618,496 | |||||||||||||||||
See notes to consolidated financial statements.
101
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Cash Flows from Operating Activities: | |||||||||||
Net income | $ | 422,603 | $ | 264,128 | $ | 981,922 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization (including amortization of deferred financing costs) | 472,785 | 529,826 | 595,270 | ||||||||
Net gains on disposition of wholly owned and partially owned assets | (246,031 | ) | (501 | ) | (175,735 | ) | |||||
Net realized and unrealized losses on real estate fund investments | 84,706 | 15,267 | 40,655 | ||||||||
Distributions of income from partially owned entities | 78,831 | 82,095 | 214,800 | ||||||||
Purchase price fair value adjustment | (44,060 | ) | — | — | |||||||
Amortization of below-market leases, net | (38,573 | ) | (46,790 | ) | (53,202 | ) | |||||
Decrease in fair value of marketable securities | 26,453 | — | — | ||||||||
Return of capital from real estate fund investments | 20,290 | 91,606 | 71,888 | ||||||||
Change in valuation of deferred tax assets and liabilities | 12,835 | 34,800 | — | ||||||||
Real estate impairment losses | 12,000 | — | 161,165 | ||||||||
Equity in net income of partially owned entities | (9,149 | ) | (15,635 | ) | (165,389 | ) | |||||
Straight-lining of rents | (7,605 | ) | (45,792 | ) | (146,787 | ) | |||||
Net gains on sale of real estate and other | — | (3,489 | ) | (5,074 | ) | ||||||
Net gain on extinguishment of Skyline properties debt | — | — | (487,877 | ) | |||||||
Other non-cash adjustments | 39,221 | 56,480 | 39,406 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Real estate fund investments | (68,950 | ) | — | — | |||||||
Tenant and other receivables, net | (14,532 | ) | 1,183 | (4,271 | ) | ||||||
Prepaid assets | 151,533 | (12,292 | ) | (7,893 | ) | ||||||
Other assets | (84,222 | ) | (79,199 | ) | (76,357 | ) | |||||
Accounts payable and accrued expenses | 5,869 | 3,760 | 13,278 | ||||||||
Other liabilities | (11,363 | ) | (15,305 | ) | (719 | ) | |||||
Net cash provided by operating activities | 802,641 | 860,142 | 995,080 | ||||||||
Cash Flows from Investing Activities: | |||||||||||
Acquisitions of real estate and other | (574,812 | ) | (30,607 | ) | (91,103 | ) | |||||
Development costs and construction in progress | (418,186 | ) | (355,852 | ) | (606,565 | ) | |||||
Additions to real estate | (234,602 | ) | (271,308 | ) | (387,545 | ) | |||||
Proceeds from sales of real estate and related investments | 219,731 | 9,543 | 183,173 | ||||||||
Proceeds from sale of condominium units at 220 Central Park South | 214,776 | — | — | ||||||||
Investments in loans receivable | (105,000 | ) | — | (11,700 | ) | ||||||
Distributions of capital from partially owned entities | 100,178 | 366,155 | 196,635 | ||||||||
Moynihan Train Hall expenditures | (74,609 | ) | — | — | |||||||
Investments in partially owned entities | (37,131 | ) | (40,537 | ) | (127,608 | ) | |||||
Proceeds from repayments of loans receivable | 25,757 | 659 | 45 | ||||||||
Proceeds from sale of marketable securities | 4,101 | — | 3,937 | ||||||||
Net consolidation of Farley Office and Retail Building | 2,075 | — | — | ||||||||
Proceeds from the repayment of JBG SMITH Properties loan receivable | — | 115,630 | — | ||||||||
Net deconsolidation of 7 West 34th Street | — | — | (48,000 | ) | |||||||
Purchases of marketable securities | — | — | (4,379 | ) | |||||||
Net cash used in investing activities | (877,722 | ) | (206,317 | ) | (893,110 | ) | |||||
See notes to consolidated financial statements.
102
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(Amounts in thousands) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Cash Flows from Financing Activities: | |||||||||||
Repayments of borrowings | $ | (685,265 | ) | $ | (631,681 | ) | $ | (1,894,990 | ) | ||
Proceeds from borrowings | 526,766 | 1,055,872 | 2,403,898 | ||||||||
Dividends paid on common shares | (479,348 | ) | (496,490 | ) | (475,961 | ) | |||||
Redemption of preferred shares | (470,000 | ) | — | (246,250 | ) | ||||||
Distributions to noncontrolling interests | (76,149 | ) | (109,697 | ) | (130,590 | ) | |||||
Moynihan Train Hall reimbursement from Empire State Development | 74,609 | — | — | ||||||||
Contributions from noncontrolling interests | 61,062 | 1,044 | 11,950 | ||||||||
Dividends paid on preferred shares | (55,115 | ) | (64,516 | ) | (80,137 | ) | |||||
Repurchase of shares related to stock compensation agreements and related tax withholdings and other | (12,969 | ) | (418 | ) | (186 | ) | |||||
Debt issuance costs | (12,908 | ) | (12,325 | ) | (42,157 | ) | |||||
Proceeds received from exercise of employee share options and other | 7,309 | 29,712 | 8,269 | ||||||||
Debt prepayment and extinguishment costs | (818 | ) | (3,217 | ) | — | ||||||
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items) | — | (416,237 | ) | — | |||||||
Proceeds from issuance of preferred shares | — | 309,609 | — | ||||||||
Net cash used in financing activities | (1,122,826 | ) | (338,344 | ) | (446,154 | ) | |||||
Net (decrease) increase in cash and cash equivalents and restricted cash | (1,197,907 | ) | 315,481 | (344,184 | ) | ||||||
Cash and cash equivalents and restricted cash at beginning of period | 1,914,812 | 1,599,331 | 1,943,515 | ||||||||
Cash and cash equivalents and restricted cash at end of period | $ | 716,905 | $ | 1,914,812 | $ | 1,599,331 | |||||
Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||||||||||
Cash and cash equivalents at beginning of period | $ | 1,817,655 | $ | 1,501,027 | $ | 1,835,707 | |||||
Restricted cash at beginning of period | 97,157 | 95,032 | 99,943 | ||||||||
Restricted cash included in discontinued operations at beginning of period | — | 3,272 | 7,865 | ||||||||
Cash and cash equivalents and restricted cash at beginning of period | $ | 1,914,812 | $ | 1,599,331 | $ | 1,943,515 | |||||
Cash and cash equivalents at end of period | $ | 570,916 | $ | 1,817,655 | $ | 1,501,027 | |||||
Restricted cash at end of period | 145,989 | 97,157 | 95,032 | ||||||||
Restricted cash included in discontinued operations at end of period | — | — | 3,272 | ||||||||
Cash and cash equivalents and restricted cash at end of period | $ | 716,905 | $ | 1,914,812 | $ | 1,599,331 | |||||
See notes to consolidated financial statements.
103
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(Amounts in thousands) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||||
Cash payments for interest, excluding capitalized interest of $67,402, $43,071 and $29,584 | $ | 311,835 | $ | 338,983 | $ | 368,762 | |||||
Cash payments for income taxes | $ | 62,225 | $ | 6,727 | $ | 9,716 | |||||
Non-Cash Investing and Financing Activities: | |||||||||||
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale" | $ | 233,179 | $ | — | $ | — | |||||
Adjustments to carry redeemable Class A units at redemption value | 198,064 | 268,494 | (26,251 | ) | |||||||
Accrued capital expenditures included in accounts payable and accrued expenses | 88,115 | 102,976 | 120,564 | ||||||||
Write-off of fully depreciated assets | (86,064 | ) | (58,810 | ) | (305,679 | ) | |||||
Increase in assets and liabilities resulting from the consolidation of Farley Office and Retail Building: | |||||||||||
Real estate, net | 401,708 | — | — | ||||||||
Mortgage payable, net | 249,459 | — | — | ||||||||
Increase in assets and liabilities resulting from the consolidation of Moynihan Train Hall: | |||||||||||
Real estate, net | 346,926 | — | — | ||||||||
Moynihan Train Hall obligation | 346,926 | — | — | ||||||||
Non-cash distribution to JBG SMITH Properties: | |||||||||||
Assets | — | 3,432,738 | — | ||||||||
Liabilities | — | (1,414,186 | ) | — | |||||||
Equity | — | (2,018,552 | ) | — | |||||||
Reclassification of Series G and Series I cumulative redeemable preferred shares to liabilities upon call for redemption | — | 455,514 | — | ||||||||
Loan receivable established upon the spin-off of JBG SMITH Properties | — | 115,630 | — | ||||||||
(Reduction) increase in unrealized net gain on available-for-sale securities | — | (20,951 | ) | 52,057 | |||||||
Decrease in assets and liabilities resulting from the disposition of Skyline properties: | — | ||||||||||
Real estate, net | — | — | (189,284 | ) | |||||||
Mortgage payable, net | — | — | (690,263 | ) | |||||||
Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated: | |||||||||||
Real estate, net | — | — | (122,047 | ) | |||||||
Mortgage payable, net | — | — | (290,418 | ) | |||||||
See notes to consolidated financial statements.
104
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Vornado Realty L.P.
New York, New York
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vornado Realty L.P. and subsidiaries (the "Partnership") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with the accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2019, expressed an unqualified opinion on the Partnership's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 11, 2019
We have served as the Partnership’s auditor since 1997.
105
VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except unit amounts) | December 31, 2018 | December 31, 2017 | |||||
ASSETS | |||||||
Real estate, at cost: | |||||||
Land | $ | 3,306,280 | $ | 3,143,648 | |||
Buildings and improvements | 10,110,992 | 9,898,605 | |||||
Development costs and construction in progress | 2,266,491 | 1,615,101 | |||||
Moynihan Train Hall development expenditures | 445,693 | — | |||||
Leasehold improvements and equipment | 108,427 | 98,941 | |||||
Total | 16,237,883 | 14,756,295 | |||||
Less accumulated depreciation and amortization | (3,180,175 | ) | (2,885,283 | ) | |||
Real estate, net | 13,057,708 | 11,871,012 | |||||
Cash and cash equivalents | 570,916 | 1,817,655 | |||||
Restricted cash | 145,989 | 97,157 | |||||
Marketable securities | 152,198 | 182,752 | |||||
Tenant and other receivables, net of allowance for doubtful accounts of $4,154 and $5,526 | 73,322 | 58,700 | |||||
Investments in partially owned entities | 858,113 | 1,056,829 | |||||
Real estate fund investments | 318,758 | 354,804 | |||||
220 Central Park South condominium units ready for sale | 99,627 | — | |||||
Receivable arising from the straight-lining of rents, net of allowance of $1,644 and $954 | 935,131 | 926,711 | |||||
Deferred leasing costs, net of accumulated amortization of $207,529 and $191,827 | 400,313 | 403,492 | |||||
Identified intangible assets, net of accumulated amortization of $172,114 and $150,837 | 136,781 | 159,260 | |||||
Other assets | 431,938 | 469,562 | |||||
$ | 17,180,794 | $ | 17,397,934 | ||||
LIABILITIES, REDEEMABLE PARTNERSHIP UNITS AND EQUITY | |||||||
Mortgages payable, net | $ | 8,167,798 | $ | 8,137,139 | |||
Senior unsecured notes, net | 844,002 | 843,614 | |||||
Unsecured term loan, net | 744,821 | 748,734 | |||||
Unsecured revolving credit facilities | 80,000 | — | |||||
Moynihan Train Hall obligation | 445,693 | — | |||||
Accounts payable and accrued expenses | 430,976 | 415,794 | |||||
Deferred revenue | 167,730 | 227,069 | |||||
Deferred compensation plan | 96,523 | 109,177 | |||||
Preferred units redeemed on January 4 and 11, 2018 | — | 455,514 | |||||
Other liabilities | 311,806 | 468,255 | |||||
Total liabilities | 11,289,349 | 11,405,296 | |||||
Commitments and contingencies | |||||||
Redeemable partnership units: | |||||||
Class A units - 12,544,477 and 12,528,899 units outstanding | 778,134 | 979,509 | |||||
Series D cumulative redeemable preferred units - 177,101 units outstanding | 5,428 | 5,428 | |||||
Total redeemable partnership units | 783,562 | 984,937 | |||||
Equity: | |||||||
Partners' capital | 8,624,751 | 8,392,223 | |||||
Earnings less than distributions | (4,167,184 | ) | (4,183,253 | ) | |||
Accumulated other comprehensive income | 7,664 | 128,682 | |||||
Total Vornado Realty L.P. equity | 4,465,231 | 4,337,652 | |||||
Noncontrolling interests in consolidated subsidiaries | 642,652 | 670,049 | |||||
Total equity | 5,107,883 | 5,007,701 | |||||
$ | 17,180,794 | $ | 17,397,934 | ||||
See notes to the consolidated financial statements.
106
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per unit amounts) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
REVENUES: | |||||||||||
Property rentals | $ | 1,760,205 | $ | 1,714,952 | $ | 1,662,093 | |||||
Tenant expense reimbursements | 247,128 | 233,424 | 221,563 | ||||||||
Fee and other income | 156,387 | 135,750 | 120,086 | ||||||||
Total revenues | 2,163,720 | 2,084,126 | 2,003,742 | ||||||||
EXPENSES: | |||||||||||
Operating | 963,478 | 886,596 | 844,566 | ||||||||
Depreciation and amortization | 446,570 | 429,389 | 421,023 | ||||||||
General and administrative | 141,871 | 150,782 | 143,643 | ||||||||
(Benefit) expense from deferred compensation plan liability | (2,480 | ) | 6,932 | 5,213 | |||||||
Transaction related costs, impairment loss and other | 31,320 | 1,776 | 9,451 | ||||||||
Total expenses | 1,580,759 | 1,475,475 | 1,423,896 | ||||||||
Operating income | 582,961 | 608,651 | 579,846 | ||||||||
Income from partially owned entities | 9,149 | 15,200 | 168,948 | ||||||||
(Loss) income from real estate fund investments | (89,231 | ) | 3,240 | (23,602 | ) | ||||||
Interest and other investment income, net | 17,057 | 30,861 | 24,335 | ||||||||
(Loss) income from deferred compensation plan assets | (2,480 | ) | 6,932 | 5,213 | |||||||
Interest and debt expense | (347,949 | ) | (345,654 | ) | (330,240 | ) | |||||
Purchase price fair value adjustment | 44,060 | — | — | ||||||||
Net gains on disposition of wholly owned and partially owned assets | 246,031 | 501 | 160,433 | ||||||||
Income before income taxes | 459,598 | 319,731 | 584,933 | ||||||||
Income tax expense | (37,633 | ) | (42,375 | ) | (7,923 | ) | |||||
Income from continuing operations | 421,965 | 277,356 | 577,010 | ||||||||
Income (loss) from discontinued operations | 638 | (13,228 | ) | 404,912 | |||||||
Net income | 422,603 | 264,128 | 981,922 | ||||||||
Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries | 53,023 | (25,802 | ) | (21,351 | ) | ||||||
Net income attributable to Vornado Realty L.P. | 475,626 | 238,326 | 960,571 | ||||||||
Preferred unit distributions | (50,830 | ) | (65,593 | ) | (76,097 | ) | |||||
Preferred unit issuance costs | (14,486 | ) | — | (7,408 | ) | ||||||
NET INCOME attributable to Class A unitholders | $ | 410,310 | $ | 172,733 | $ | 877,066 | |||||
INCOME PER CLASS A UNIT – BASIC: | |||||||||||
Income from continuing operations, net | $ | 2.01 | $ | 0.91 | $ | 2.34 | |||||
Income (loss) from discontinued operations, net | 0.01 | (0.07 | ) | 2.02 | |||||||
Net income per Class A unit | $ | 2.02 | $ | 0.84 | $ | 4.36 | |||||
Weighted average units outstanding | 202,068 | 201,214 | 200,350 | ||||||||
INCOME PER CLASS A UNIT – DILUTED: | |||||||||||
Income from continuing operations, net | $ | 2.00 | $ | 0.90 | $ | 2.32 | |||||
Income (loss) from discontinued operations, net | — | (0.07 | ) | 2.00 | |||||||
Net income per Class A unit | $ | 2.00 | $ | 0.83 | $ | 4.32 | |||||
Weighted average units outstanding | 203,412 | 203,300 | 202,017 | ||||||||
See notes to consolidated financial statements.
107
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Net income | $ | 422,603 | $ | 264,128 | $ | 981,922 | |||||
Other comprehensive income (loss): | |||||||||||
(Reduction) increase in value of interest rate swaps and other | (14,635 | ) | 15,477 | 27,432 | |||||||
Pro rata share of other comprehensive income (loss) of nonconsolidated subsidiaries | 1,155 | 1,425 | (2,739 | ) | |||||||
(Reduction) increase in unrealized net gain on available-for-sale securities | — | (20,951 | ) | 52,057 | |||||||
Pro rata share of amounts reclassified from accumulated other comprehensive income of a nonconsolidated subsidiary | — | 14,402 | — | ||||||||
Comprehensive income | 409,123 | 274,481 | 1,058,672 | ||||||||
Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries | 53,023 | (25,802 | ) | (21,351 | ) | ||||||
Comprehensive income attributable to Vornado | $ | 462,146 | $ | 248,679 | $ | 1,037,321 | |||||
See notes to consolidated financial statements.
108
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands) | Preferred Units | Class A Units Owned by Vornado | Earnings Less Than Distributions | Accumulated Other Comprehensive Income (Loss) | 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 (see Note 2) | — | — | — | — | 122,893 | (108,374 | ) | — | 14,519 | |||||||||||||||||||||
Net loss attributable to Vornado Realty L.P. | — | — | — | — | 475,626 | — | — | 475,626 | ||||||||||||||||||||||
Net income attributable to redeemable partnership units | — | — | — | — | (25,672 | ) | — | — | (25,672 | ) | ||||||||||||||||||||
Net income attributable to noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | (53,023 | ) | (53,023 | ) | ||||||||||||||||||||
Distributions to Vornado | — | — | — | — | (479,348 | ) | — | — | (479,348 | ) | ||||||||||||||||||||
Distributions to preferred unitholders | — | — | — | — | (50,636 | ) | — | — | (50,636 | ) | ||||||||||||||||||||
Class A Units issued to Vornado: | ||||||||||||||||||||||||||||||
Upon redemption of redeemable Class A units, at redemption value | — | — | 244 | 17,068 | — | — | — | 17,068 | ||||||||||||||||||||||
Under Vornado's employees' share option plan | — | — | 279 | 5,919 | (12,185 | ) | — | — | (6,266 | ) | ||||||||||||||||||||
Under Vornado's dividend reinvestment plan | — | — | 20 | 1,390 | — | — | — | 1,390 | ||||||||||||||||||||||
Contributions | — | — | — | — | — | — | 62,657 | 62,657 | ||||||||||||||||||||||
Distributions: | ||||||||||||||||||||||||||||||
Real estate fund investments | — | — | — | — | — | — | (12,665 | ) | (12,665 | ) | ||||||||||||||||||||
Other | — | — | — | — | — | — | (33,250 | ) | (33,250 | ) | ||||||||||||||||||||
Conversion of Series A preferred units to Class A units | — | (31 | ) | 2 | 30 | — | — | — | (1 | ) | ||||||||||||||||||||
Deferred compensation units and options | — | — | 6 | 1,157 | (121 | ) | — | — | 1,036 | |||||||||||||||||||||
Pro rata share of other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | 1,155 | — | 1,155 | ||||||||||||||||||||||
Reduction in value of interest rate swaps | — | — | — | — | — | (14,634 | ) | — | (14,634 | ) | ||||||||||||||||||||
Unearned 2015 Out-Performance Plan awards acceleration | — | — | — | 9,046 | — | — | — | 9,046 | ||||||||||||||||||||||
Adjustments to carry redeemable Class A units at redemption value | — | — | — | 198,064 | — | — | — | 198,064 | ||||||||||||||||||||||
Preferred units issuance | — | (663 | ) | — | (14,486 | ) | — | — | (15,149 | ) | ||||||||||||||||||||
Redeemable partnership units' share of above adjustments | — | — | — | — | — | 836 | — | 836 | ||||||||||||||||||||||
Consolidation of the Farley joint venture | — | — | — | — | — | — | 8,720 | 8,720 | ||||||||||||||||||||||
Other | — | — | — | 548 | (2 | ) | (1 | ) | 164 | 709 | ||||||||||||||||||||
Balance, December 31, 2018 | 36,800 | $ | 891,294 | 190,535 | $ | 7,733,457 | $ | (4,167,184 | ) | $ | 7,664 | $ | 642,652 | $ | 5,107,883 | |||||||||||||||
See notes to consolidated financial statements.
109
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED
(Amounts in thousands) | Preferred Units | Class A Units Owned by Vornado | Earnings Less Than Distributions | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests in Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||
Units | Amount | Units | Amount | |||||||||||||||||||||||||||
Balance, December 31, 2016 | 42,825 | $ | 1,038,055 | 189,101 | $ | 7,160,874 | $ | (1,419,382 | ) | $ | 118,972 | $ | 719,977 | $ | 7,618,496 | |||||||||||||||
Net income attributable to Vornado Realty L.P. | — | — | — | — | 238,326 | — | — | 238,326 | ||||||||||||||||||||||
Net income attributable to redeemable partnership units | — | — | — | — | (10,910 | ) | — | — | (10,910 | ) | ||||||||||||||||||||
Net income attributable to noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | 25,802 | 25,802 | ||||||||||||||||||||||
Distributions to Vornado | — | — | — | — | (496,490 | ) | — | — | (496,490 | ) | ||||||||||||||||||||
Distributions to preferred unitholders | — | — | — | — | (65,399 | ) | — | — | (65,399 | ) | ||||||||||||||||||||
Class A Units issued to Vornado: | ||||||||||||||||||||||||||||||
Upon redemption of redeemable Class A units, at redemption value | — | — | 403 | 38,747 | — | — | — | 38,747 | ||||||||||||||||||||||
Under Vornado's employees' share option plan | — | — | 449 | 28,253 | — | — | — | 28,253 | ||||||||||||||||||||||
Under Vornado's dividend reinvestment plan | — | — | 17 | 1,459 | — | — | — | 1,459 | ||||||||||||||||||||||
Contributions | — | — | — | — | — | — | 1,044 | 1,044 | ||||||||||||||||||||||
Distributions: | ||||||||||||||||||||||||||||||
JBG SMITH Properties | — | — | — | — | (2,428,345 | ) | — | — | (2,428,345 | ) | ||||||||||||||||||||
Real estate fund investments | — | — | — | — | — | — | (73,850 | ) | (73,850 | ) | ||||||||||||||||||||
Other | — | — | — | — | — | — | (2,618 | ) | (2,618 | ) | ||||||||||||||||||||
Conversion of Series A preferred units to Class A units | (5 | ) | (162 | ) | 10 | 162 | — | — | — | — | ||||||||||||||||||||
Deferred compensation units and options | — | — | — | 2,246 | (418 | ) | — | — | 1,828 | |||||||||||||||||||||
Reduction in unrealized net gain on available-for-sale securities | — | — | — | — | — | (20,951 | ) | — | (20,951 | ) | ||||||||||||||||||||
Pro rata share of amounts reclassified related to a nonconsolidated subsidiary | — | — | — | — | — | 14,402 | — | 14,402 | ||||||||||||||||||||||
Pro rata share of other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | 1,425 | — | 1,425 | ||||||||||||||||||||||
Increase in value of interest rate swaps | — | — | — | — | — | 15,476 | — | 15,476 | ||||||||||||||||||||||
Adjustments to carry redeemable Class A units at redemption value | — | — | — | 268,494 | — | — | — | 268,494 | ||||||||||||||||||||||
Preferred units issuance | 12,780 | 309,609 | — | — | — | — | — | 309,609 | ||||||||||||||||||||||
Cumulative redeemable preferred units called for redemption | (18,800 | ) | (455,514 | ) | — | — | — | — | (455,514 | ) | ||||||||||||||||||||
Redeemable partnership units' share of above adjustments | — | — | — | — | — | (642 | ) | — | (642 | ) | ||||||||||||||||||||
Other | — | — | 4 | — | (635 | ) | — | (306 | ) | (941 | ) | |||||||||||||||||||
Balance, December 31, 2017 | 36,800 | $ | 891,988 | 189,984 | $ | 7,500,235 | $ | (4,183,253 | ) | $ | 128,682 | $ | 670,049 | $ | 5,007,701 | |||||||||||||||
See notes to consolidated financial statements.
110
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED
(Amounts in thousands) | Preferred Units | Class A Units Owned by Vornado | Earnings Less Than Distributions | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests in Consolidated Subsidiaries | Total Equity | ||||||||||||||||||||||||
Units | Amount | Units | Amount | |||||||||||||||||||||||||||
Balance, December 31, 2015 | 52,677 | $ | 1,276,954 | 188,577 | $ | 7,140,500 | $ | (1,766,780 | ) | $ | 46,921 | $ | 778,483 | $ | 7,476,078 | |||||||||||||||
Net income attributable to Vornado Realty L.P. | — | — | — | — | 960,571 | — | — | 960,571 | ||||||||||||||||||||||
Net income attributable to redeemable partnership units | — | — | — | — | (53,654 | ) | — | — | (53,654 | ) | ||||||||||||||||||||
Net income attributable to noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | 21,351 | 21,351 | ||||||||||||||||||||||
Distributions to Vornado | — | — | — | — | (475,961 | ) | — | — | (475,961 | ) | ||||||||||||||||||||
Distributions to preferred unitholders | — | — | — | — | (75,903 | ) | — | — | (75,903 | ) | ||||||||||||||||||||
Redemption of Series J preferred units | (9,850 | ) | (238,842 | ) | — | — | (7,408 | ) | — | — | (246,250 | ) | ||||||||||||||||||
Class A Units issued to Vornado: | ||||||||||||||||||||||||||||||
Upon redemption of redeemable Class A units, at redemption value | — | — | 376 | 36,510 | — | — | — | 36,510 | ||||||||||||||||||||||
Under Vornado's employees' share option plan | — | — | 123 | 6,825 | — | — | — | 6,825 | ||||||||||||||||||||||
Under Vornado's dividend reinvestment plan | — | — | 16 | 1,444 | — | — | — | 1,444 | ||||||||||||||||||||||
Contributions | — | — | — | — | — | — | 19,749 | 19,749 | ||||||||||||||||||||||
Distributions: | ||||||||||||||||||||||||||||||
Real estate fund investments | — | — | — | — | — | — | (62,444 | ) | (62,444 | ) | ||||||||||||||||||||
Other | — | — | — | — | — | — | (36,804 | ) | (36,804 | ) | ||||||||||||||||||||
Conversion of Series A preferred units to Class A units | (2 | ) | (56 | ) | 3 | 56 | — | — | — | — | ||||||||||||||||||||
Deferred compensation units and options | — | — | 7 | 1,788 | (186 | ) | — | — | 1,602 | |||||||||||||||||||||
Increase in unrealized net gain on available-for-sale securities | — | — | — | — | — | 52,057 | — | 52,057 | ||||||||||||||||||||||
Pro rata share of other comprehensive loss of nonconsolidated subsidiaries | — | — | — | — | — | (2,739 | ) | — | (2,739 | ) | ||||||||||||||||||||
Increase in value of interest rate swap | — | — | — | — | — | 27,434 | — | 27,434 | ||||||||||||||||||||||
Adjustments to carry redeemable Class A units at redemption value | — | — | — | (26,251 | ) | — | — | — | (26,251 | ) | ||||||||||||||||||||
Redeemable partnership units' share of above adjustments | — | — | — | — | — | (4,699 | ) | — | (4,699 | ) | ||||||||||||||||||||
Other | — | (1 | ) | (1 | ) | 2 | (61 | ) | (2 | ) | (358 | ) | (420 | ) | ||||||||||||||||
Balance, December 31, 2016 | 42,825 | $ | 1,038,055 | 189,101 | $ | 7,160,874 | $ | (1,419,382 | ) | $ | 118,972 | $ | 719,977 | $ | 7,618,496 | |||||||||||||||
See notes to consolidated financial statements.
111
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Cash Flows from Operating Activities: | |||||||||||
Net income | $ | 422,603 | $ | 264,128 | $ | 981,922 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization (including amortization of deferred financing costs) | 472,785 | 529,826 | 595,270 | ||||||||
Net gains on disposition of wholly owned and partially owned assets | (246,031 | ) | (501 | ) | (175,735 | ) | |||||
Net realized and unrealized losses on real estate fund investments | 84,706 | 15,267 | 40,655 | ||||||||
Distributions of income from partially owned entities | 78,831 | 82,095 | 214,800 | ||||||||
Purchase price fair value adjustment | (44,060 | ) | — | — | |||||||
Amortization of below-market leases, net | (38,573 | ) | (46,790 | ) | (53,202 | ) | |||||
Decrease in fair value of marketable securities | 26,453 | — | — | ||||||||
Return of capital from real estate fund investments | 20,290 | 91,606 | 71,888 | ||||||||
Change in valuation of deferred tax assets and liabilities | 12,835 | 34,800 | — | ||||||||
Real estate impairment losses | 12,000 | — | 161,165 | ||||||||
Equity in net income of partially owned entities | (9,149 | ) | (15,635 | ) | (165,389 | ) | |||||
Straight-lining of rents | (7,605 | ) | (45,792 | ) | (146,787 | ) | |||||
Net gains on sale of real estate and other | — | (3,489 | ) | (5,074 | ) | ||||||
Net gain on extinguishment of Skyline properties debt | — | — | (487,877 | ) | |||||||
Other non-cash adjustments | 39,221 | 56,480 | 39,406 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Real estate fund investments | (68,950 | ) | — | — | |||||||
Tenant and other receivables, net | (14,532 | ) | 1,183 | (4,271 | ) | ||||||
Prepaid assets | 151,533 | (12,292 | ) | (7,893 | ) | ||||||
Other assets | (84,222 | ) | (79,199 | ) | (76,357 | ) | |||||
Accounts payable and accrued expenses | 5,869 | 3,760 | 13,278 | ||||||||
Other liabilities | (11,363 | ) | (15,305 | ) | (719 | ) | |||||
Net cash provided by operating activities | 802,641 | 860,142 | 995,080 | ||||||||
Cash Flows from Investing Activities: | |||||||||||
Acquisitions of real estate and other | (574,812 | ) | (30,607 | ) | (91,103 | ) | |||||
Development costs and construction in progress | (418,186 | ) | (355,852 | ) | (606,565 | ) | |||||
Additions to real estate | (234,602 | ) | (271,308 | ) | (387,545 | ) | |||||
Proceeds from sales of real estate and related investments | 219,731 | 9,543 | 183,173 | ||||||||
Proceeds from sale of condominium units at 220 Central Park South | 214,776 | — | — | ||||||||
Investments in loans receivable | (105,000 | ) | — | (11,700 | ) | ||||||
Distributions of capital from partially owned entities | 100,178 | 366,155 | 196,635 | ||||||||
Moynihan Train Hall expenditures | (74,609 | ) | — | — | |||||||
Investments in partially owned entities | (37,131 | ) | (40,537 | ) | (127,608 | ) | |||||
Proceeds from repayments of loans receivable | 25,757 | 659 | 45 | ||||||||
Proceeds from sale of marketable securities | 4,101 | — | 3,937 | ||||||||
Net consolidation of Farley Office and Retail Building | 2,075 | — | — | ||||||||
Proceeds from the repayment of JBG SMITH Properties loan receivable | — | 115,630 | — | ||||||||
Net deconsolidation of 7 West 34th Street | — | — | (48,000 | ) | |||||||
Purchases of marketable securities | — | — | (4,379 | ) | |||||||
Net cash used in investing activities | (877,722 | ) | (206,317 | ) | (893,110 | ) | |||||
See notes to consolidated financial statements.
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VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(Amounts in thousands) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Cash Flows from Financing Activities: | |||||||||||
Repayments of borrowings | $ | (685,265 | ) | $ | (631,681 | ) | $ | (1,894,990 | ) | ||
Proceeds from borrowings | 526,766 | 1,055,872 | 2,403,898 | ||||||||
Distributions to Vornado | (479,348 | ) | (496,490 | ) | (475,961 | ) | |||||
Redemption of preferred units | (470,000 | ) | — | (246,250 | ) | ||||||
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries | (76,149 | ) | (109,697 | ) | (130,590 | ) | |||||
Moynihan Train Hall reimbursement from Empire State Development | 74,609 | — | — | ||||||||
Contributions from noncontrolling interests in consolidated subsidiaries | 61,062 | 1,044 | 11,950 | ||||||||
Distributions to preferred unitholders | (55,115 | ) | (64,516 | ) | (80,137 | ) | |||||
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other | (12,969 | ) | (418 | ) | (186 | ) | |||||
Debt issuance costs | (12,908 | ) | (12,325 | ) | (42,157 | ) | |||||
Proceeds received from exercise of Vornado stock options and other | 7,309 | 29,712 | 8,269 | ||||||||
Debt prepayment and extinguishment costs | (818 | ) | (3,217 | ) | — | ||||||
Cash and cash equivalents and restricted cash included in the spin-off of JBG SMITH Properties ($275,000 plus The Bartlett financing proceeds less transaction costs and other mortgage items) | — | (416,237 | ) | — | |||||||
Proceeds from issuance of preferred units | — | 309,609 | — | ||||||||
Net cash used in financing activities | (1,122,826 | ) | (338,344 | ) | (446,154 | ) | |||||
Net (decrease) increase in cash and cash equivalents and restricted cash | (1,197,907 | ) | 315,481 | (344,184 | ) | ||||||
Cash and cash equivalents and restricted cash at beginning of period | 1,914,812 | 1,599,331 | 1,943,515 | ||||||||
Cash and cash equivalents and restricted cash at end of period | $ | 716,905 | $ | 1,914,812 | $ | 1,599,331 | |||||
Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||||||||||
Cash and cash equivalents at beginning of period | $ | 1,817,655 | $ | 1,501,027 | $ | 1,835,707 | |||||
Restricted cash at beginning of period | 97,157 | 95,032 | 99,943 | ||||||||
Restricted cash included in discontinued operations at beginning of period | — | 3,272 | 7,865 | ||||||||
Cash and cash equivalents and restricted cash at beginning of period | $ | 1,914,812 | $ | 1,599,331 | $ | 1,943,515 | |||||
Cash and cash equivalents at end of period | $ | 570,916 | $ | 1,817,655 | $ | 1,501,027 | |||||
Restricted cash at end of period | 145,989 | 97,157 | 95,032 | ||||||||
Restricted cash included in discontinued operations at end of period | — | — | 3,272 | ||||||||
Cash and cash equivalents and restricted cash at end of period | $ | 716,905 | $ | 1,914,812 | $ | 1,599,331 | |||||
See notes to consolidated financial statements.
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VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(Amounts in thousands) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||||
Cash payments for interest, excluding capitalized interest of $67,402, $43,071 and $29,584 | $ | 311,835 | $ | 338,983 | $ | 368,762 | |||||
Cash payments for income taxes | $ | 62,225 | $ | 6,727 | $ | 9,716 | |||||
Non-Cash Investing and Financing Activities: | |||||||||||
Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale" | $ | 233,179 | $ | — | $ | — | |||||
Adjustments to carry redeemable Class A units at redemption value | 198,064 | 268,494 | (26,251 | ) | |||||||
Accrued capital expenditures included in accounts payable and accrued expenses | 88,115 | 102,976 | 120,564 | ||||||||
Write-off of fully depreciated assets | (86,064 | ) | (58,810 | ) | (305,679 | ) | |||||
Increase in assets and liabilities resulting from the consolidation of Farley Office and Retail Building: | |||||||||||
Real estate, net | 401,708 | — | — | ||||||||
Mortgage payable, net | 249,459 | — | — | ||||||||
Increase in assets and liabilities resulting from the consolidation of Moynihan Train Hall: | |||||||||||
Real estate, net | 346,926 | — | — | ||||||||
Moynihan Train Hall obligation | 346,926 | — | — | ||||||||
Non-cash distribution to JBG SMITH Properties: | |||||||||||
Assets | — | 3,432,738 | — | ||||||||
Liabilities | — | (1,414,186 | ) | — | |||||||
Equity | — | (2,018,552 | ) | — | |||||||
Reclassification of Series G and Series I cumulative redeemable preferred units to liabilities upon call for redemption | — | 455,514 | — | ||||||||
Loan receivable established upon the spin-off of JBG SMITH Properties | — | 115,630 | — | ||||||||
(Reduction) increase in unrealized net gain on available-for-sale securities | — | (20,951 | ) | 52,057 | |||||||
Decrease in assets and liabilities resulting from the disposition of Skyline properties: | |||||||||||
Real estate, net | — | — | (189,284 | ) | |||||||
Mortgage payable, net | — | — | (690,263 | ) | |||||||
Decrease in assets and liabilities resulting from the deconsolidation of investments that were previously consolidated: | |||||||||||
Real estate, net | — | — | (122,047 | ) | |||||||
Mortgage payable, net | — | — | (290,418 | ) | |||||||
See notes to consolidated financial statements.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. | Organization and Business |
Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors. Vornado is the sole general partner of, and owned approximately 93.4% of the common limited partnership interest in the Operating Partnership as of December 31, 2018. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those entities/subsidiaries consolidated by Vornado.
We currently own all or portions of:
New York:
• | 19.9 million square feet of Manhattan office in 36 properties; |
• | 2.6 million square feet of Manhattan street retail in 71 properties; |
• | 1,999 units in eleven residential properties; |
• | The 1,700 room Hotel Pennsylvania located on Seventh Avenue at 33rd Street in the heart of the Penn District; and |
• | A 32.4% interest in Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX), which owns seven properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.3 million square foot Bloomberg, L.P. headquarters building. |
Other Real Estate and Related Investments:
• | The 3.7 million square foot theMART in Chicago; |
• | A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco’s financial district aggregating 1.8 million square feet, known as the Bank of America Center; |
• | A 25.0% interest in Vornado Capital Partners, our real estate fund. We are the general partner and investment manager of the fund; |
• | Other real estate and other investments. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. | Basis of Presentation and Significant Accounting Policies |
Basis of Presentation
The accompanying consolidated financial statements include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All inter-company amounts have been eliminated. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Certain prior year balances have been reclassified in order to conform to the current period presentation. For the years ended December 31, 2017 and 2016, expense of $6,932,000 and $5,213,000, respectively, related to the mark-to-market of our deferred compensation plan liability was reclassified from "general and administrative" expenses to "expense from deferred compensation plan liability" and income of $6,932,000 and $5,213,000, respectively, related to the mark-to-market of our deferred compensation plan assets was reclassified from "interest and other investment income, net" to "income from deferred compensation plan assets" on our consolidated statements of income. In addition, for the years ended December 31, 2017 and 2016, expense of $1,285,000 and $694,000, respectively, related to New York City Unincorporated Business Tax was reclassified from "general and administrative" expenses to "income tax expense" on our consolidated statements of income. Assets and liabilities related to discontinued operations as of December 31, 2017 were reclassified to “other assets” and “other liabilities”, respectively, on our consolidated balance sheets.
Recently Issued Accounting Literature
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which was effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this standard effective January 1, 2018 using the modified retrospective method applied to all existing contracts not yet completed as of January 1, 2018 and recorded a $14,519,000 cumulative-effect adjustment to beginning accumulated deficit. The adoption of ASC 606 did not have a material impact on our financial statements (see Note 3 - Revenue Recognition).
In January 2016, the FASB issued an update (“ASU 2016-01”) Recognition and Measurement of Financial Assets and Financial Liabilities to ASC Topic 825, Financial Instruments. ASU 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 was effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this update effective January 1, 2018 using the modified retrospective approach. While the adoption of this update requires us to continue to measure “marketable securities” at fair value on each reporting date, the changes in fair value will be recognized in current period earnings as opposed to “other comprehensive income (loss).” As a result, on January 1, 2018 we recorded a decrease to beginning accumulated deficit of $111,225,000 to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. Subsequent changes in the fair value of our marketable securities will be recorded to “interest and other investment income, net” on our consolidated statements of income. For the year ended December 31, 2018, we recorded a decrease of $26,453,000 in the fair value of our marketable securities which is included in “interest and other investment income, net” on our consolidated statements of income.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. | Basis of Presentation and Significant Accounting Policies – continued |
Recently Issued Accounting Literature - continued
In February 2016, the FASB issued an update (“ASU 2016-02”) establishing ASC Topic 842, Leases ("ASC 842"), as amended by subsequent ASUs on the topic, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to apply a two-method approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize an expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The accounting applied by the lessor is largely unchanged from that applied under the existing lease standard. We adopted this standard effective January 1, 2019. We have completed our evaluation of the overall impact of the adoption of ASU 2016-02 on our consolidated financial statements and accounting policies. In transitioning to ASC 842, we elected to use the practical expedient package available to us and did not elect to use hindsight. We have a number of ground leases, which are classified as operating leases, for which we are required to record a right-of-use asset and a lease liability equal to the present value of the remaining minimum lease payments, and will continue to recognize expense on a straight-line basis for these leases. On January 1, 2019, we recorded an aggregate of approximately $527,000,000 of right-of-use assets and corresponding $527,000,000 of lease liabilities as a result of the adoption of this standard.
Under ASU 2016-02, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, we will no longer capitalize internal leasing costs and instead will expense these costs as incurred. During the years ended December 31, 2018, 2017 and 2016, we capitalized internal leasing costs of $5,538,000, $5,243,000, and $7,352,000 respectively, excluding the internal leasing costs of our former Washington, DC segment which was spun-off on July 17, 2017.
In February 2017, the FASB issued an update (“ASU 2017-05”) Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets to ASC Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets. ASU 2017-05 clarifies the scope of recently established guidance on nonfinancial asset derecognition, as well as the accounting for partial sales of nonfinancial assets. This update conforms the derecognition guidance on nonfinancial assets with the model for transactions in ASC 606. ASU 2017-05 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. We adopted this update on January 1, 2018 using the modified retrospective approach applied to all contracts not yet completed. The adoption of this update did not have a material impact on our consolidated financial statements.
In May 2017, the FASB issued an update (“ASU 2017-09”) Scope of Modification Accounting to ASC Topic 718, Compensation - Stock Compensation (“ASC 718”). ASU 2017-09 provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. ASU 2017-09 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017. The adoption of this update on January 1, 2018 did not have a material impact on our consolidated financial statements.
In August 2017, the FASB issued an update (“ASU 2017-12”) Targeted Improvements to Accounting for Hedging Activities to ASC Topic 815, Derivatives and Hedging (“ASC 815”). ASU 2017-12 amends the hedge accounting recognition and presentation requirements in ASC 815. The update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting and increase transparency as to the scope and results of hedge programs. ASU 2017-12 requires subsequent changes in fair value of a hedging instrument that has been designated and qualifies as a cash flow hedge to be recognized as a component of “other comprehensive income (loss).” ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We early adopted ASU 2017-12 on January 1, 2018 using the modified retrospective approach. The adoption of this update did not have a material impact on our consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. | Basis of Presentation and Significant Accounting Policies – continued |
In August 2018, the FASB issued an update (“ASU 2018-13”) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. ASU 2018-13 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2019. An entity is permitted to early adopt by modifying existing disclosures and delay adoption of the additional disclosures until the effective date. We are currently evaluating the impact of the adoption of this update on our consolidated financial statements and disclosures.
In October 2018, the FASB issued an update ("ASU 2018-16") Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes to ASC 815. ASU 2018-16 expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate. ASU 2018-16 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this update effective January 1, 2019. The adoption of this update did not have a material impact on our consolidated financial statements.
Significant Accounting Policies
Real Estate: Real estate is carried at cost, net of accumulated depreciation and amortization. Betterments, major renewals and certain costs directly related to the improvement and leasing of real estate are capitalized. Maintenance and repairs are expensed as incurred. For redevelopment of existing operating properties, the net book value of the existing property under redevelopment plus the cost for the construction and improvements incurred in connection with the redevelopment are capitalized to the extent the capitalized costs of the property do not exceed the estimated fair value of the redeveloped property when complete. If the cost of the redeveloped property, including the net book value of the existing property, exceeds the estimated fair value of the redeveloped property, the excess is charged to expense. Depreciation is recognized on a straight-line basis over the estimated useful lives which range from 7 to 40 years. Tenant allowances are amortized on a straight-line basis over the lives of the related leases, which approximate the useful lives of the assets. Additions to real estate include interest and debt expense capitalized during construction of $73,166,000 and $48,231,000 for the years ended December 31, 2018 and 2017, respectively.
Upon the acquisition of real estate we assess the fair value of acquired assets (including land, buildings and improvements, identified intangibles, such as acquired above and below-market leases, acquired in-place leases and tenant relationships) and acquired liabilities and we allocate the purchase price based on these assessments which are on a relative fair value basis. We assess fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market/economic conditions. We amortize identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired.
Our properties, including any related intangible assets, are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. Impairment analyses are based on our current plans, intended holding periods and available market information at the time the analyses are prepared. If our estimates of the projected future cash flows, anticipated holding periods, or market conditions change, our evaluation of impairment losses may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated discounted cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. We recognized impairment losses of $12,000,000 and $160,700,000 for the years ended December 31, 2018 and 2016, respectively. There were no impairment losses in the year ended December 31, 2017.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. | Basis of Presentation and Significant Accounting Policies – continued |
Significant Accounting Policies - continued
Partially Owned Entities: We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary, or have a majority of the voting interests of the entity. We are deemed to be the primary beneficiary of a VIE when we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. We generally do not control a partially owned entity if the approval of all of the partners/members is contractually required with respect to decisions that most significantly impact the performance of the partially owned entity. This includes decisions regarding operating/capital budgets, and the placement of new or additional financing secured by the assets of the venture, among others. We account for investments under the equity method when the requirements for consolidation are not met, and we have significant influence over the operations of the investee. Equity method investments are initially recorded at cost and subsequently adjusted for our share of net income or loss and cash contributions and distributions each period. Investments that do not qualify for consolidation or equity method accounting are accounted for under the cost method.
Investments in partially owned entities are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recorded when there is a decline in the fair value below the carrying values and we conclude such decline is other-than-temporary. An impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair value. Impairment analyses are based on current plans, intended holding periods and available information at the time the analyses are prepared. In the years ended December 31, 2017 and 2016, we recognized non-cash impairment losses on investments in partially owned entities aggregating $44,465,000 and $20,290,000, respectively. There were no non-cash impairment losses on investments in partially owned entities in the year ended December 31, 2018.
220 Central Park South Condominium Units Ready For Sale: We are constructing a residential condominium tower at 220 Central Park South ("220 CPS"). Condominium units are reclassed from development costs and construction in progress to 220 Central Park South condominium units ready for sale upon receipt of the unit's temporary certificate of occupancy. These units are substantially complete and ready for sale. Each unit is carried at the lower of its carrying amount or fair value less costs to sell. We have used the relative sales value method to allocate costs to individual condominium units. GAAP income is recognized when legal title transfers upon closing of the condominium unit sales. As of December 31, 2018, none of the 220 CPS condominium units ready for sale have a carrying value that exceeds fair value.
Cash and Cash Equivalents: Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value due to their short-term maturities. The majority of our cash and cash equivalents consists of (i) deposits at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation limit, (ii) United States Treasury Bills, and (iii) Certificate of Deposits placed through an Account Registry Service (“CDARS”).
Restricted Cash: Restricted cash consists of security deposits, cash restricted for the purposes of facilitating a Section 1031 Like-Kind exchange, cash restricted in connection with our deferred compensation plan and cash escrowed under loan agreements for debt service, real estate taxes, property insurance and capital improvements.
Allowance for Doubtful Accounts: We periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under the lease agreements. We also maintain an allowance for receivables arising from the straight-lining of rents. These receivables arise from earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates. As of December 31, 2018 and 2017, we had $4,154,000 and $5,526,000, respectively, in allowances for doubtful accounts. In addition, as of December 31, 2018 and 2017, we had $1,644,000 and $954,000, respectively, in allowances for receivables arising from the straight-lining of rents.
Deferred Charges: Direct financing costs are deferred and amortized over the terms of the related agreements as a component of interest expense. Direct costs related to successful leasing activities are capitalized and amortized on a straight-line basis over the lives of the related leases. All other deferred charges are amortized on a straight-line basis, which approximates the effective interest rate method, in accordance with the terms of the agreements to which they relate.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. | Basis of Presentation and Significant Accounting Policies – continued |
Significant Accounting Policies - continued
Income Taxes: Vornado operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856‑860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. Vornado distributes to its shareholders 100% of its REIT taxable income and therefore, no provision for Federal income taxes is required. Dividends distributed for the year ended December 31, 2018, were characterized, for federal income tax purposes, as 91.7% ordinary income and 8.3% long-term capital gain. Dividends distributed for the year ended December 31, 2017, were characterized, for federal income tax purposes, as ordinary income. Dividends distributed for the year ended December 31, 2016, were characterized, for federal income tax purposes, as 83.5% ordinary income and 16.5% long-term capital gain.
We have elected to treat certain consolidated subsidiaries, and may in the future elect to treat newly formed subsidiaries, as taxable REIT subsidiaries pursuant to an amendment to the Internal Revenue Code that became effective January 1, 2001. Taxable REIT subsidiaries may participate in non-real estate related activities and/or perform non-customary services for tenants and are subject to Federal and State income tax at regular corporate tax rates.
On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes numerous changes in existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result of the reduction of federal corporate income tax rates, we decreased the value of our taxable REIT subsidiaries' deferred tax assets which resulted in additional income tax expense of $34,800,000 in the year ended December 31, 2017.
At December 31, 2018 and 2017, our taxable REIT subsidiaries had deferred tax assets, net of valuation allowances, of $109,949,000 and $69,209,000, respectively, and are included in “other assets” on our consolidated balance sheets. At December 31, 2018 and 2017, our taxable REIT subsidiaries had deferred tax liabilities of $28,676,000 and $13,697,000, respectively, which are included in "other liabilities" on our consolidated balance sheets. The deferred tax assets and liabilities relate to net operating loss carryforwards and temporary differences between the book and tax basis of asset and liabilities. During 2018, we utilized $42,035,000 of deferred tax assets related to net operating loss carryforwards associated with our 220 CPS project.
For the years ended December 31, 2018, 2017 and 2016, we recognized $37,633,000, $42,375,000 and $7,923,000 of income tax expense, respectively, based on effective tax rates of approximately 8.2%, 13.3% and 1.4%, respectively. Income tax expense recorded in each of the years primarily relates to our consolidated taxable REIT subsidiaries, and certain state, local, and franchise taxes. The year ended December 31, 2018 included $16,771,000 of income tax expense relating to the purchase price fair value adjustment recorded upon our acquisition of an additional 44.9% ownership interest in Farley Office and Retail Building and $13,888,000 of income tax expense recognized on the sale of 220 Central Park South condominium units. Income tax expense for the year ended December 31, 2017 included $34,800,000 of additional tax expense resulting from the reduction in the federal corporate tax rate, as discussed above. The Company has no uncertain tax positions recognized as of December 31, 2018 and 2017.
The Operating Partnership’s partners are required to report their respective share of taxable income on their individual tax returns.
The following table reconciles net income attributable to Vornado common shareholders to estimated taxable income for the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Net income attributable to Vornado common shareholders | $ | 384,832 | $ | 162,017 | $ | 823,606 | |||||
Book to tax differences (unaudited): | |||||||||||
Depreciation and amortization | 234,325 | 213,083 | 302,092 | ||||||||
Tangible property regulations | (86,040 | ) | — | — | |||||||
Sale of real estate and other capital transactions | 31,527 | 11,991 | (39,109 | ) | |||||||
Vornado stock options | (22,992 | ) | (6,383 | ) | (3,593 | ) | |||||
Earnings of partially owned entities | 15,711 | (3,054 | ) | (149,094 | ) | ||||||
Impairment losses | 11,260 | 49,062 | 170,332 | ||||||||
Straight-line rent adjustments | (7,133 | ) | (36,696 | ) | (137,941 | ) | |||||
Tax expense related to the reduction of our taxable REIT subsidiaries' deferred tax assets | — | 32,663 | — | ||||||||
Net gain on extinguishment of Skyline properties debt | — | — | (457,970 | ) | |||||||
Other, net | 18,956 | 25,057 | 9,121 | ||||||||
Estimated taxable income (unaudited) | $ | 580,446 | $ | 447,740 | $ | 517,444 | |||||
The net basis of Vornado’s assets and liabilities for tax reporting purposes is approximately $1.9 billion lower than the amounts reported in Vornado’s consolidated balance sheet at December 31, 2018.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. | Revenue Recognition |
On January 1, 2018, we adopted ASC 606 which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires us to recognize for certain of our revenue sources the transfer of promised goods or services to customers in an amount that reflects the consideration we are entitled to in exchange for those goods or services. We adopted this standard effective January 1, 2018 using the modified retrospective method applied to all existing contracts not yet completed as of January 1, 2018 and recorded a $14,519,000 cumulative-effect adjustment to beginning accumulated deficit. The adoption of ASC 606 did not have a material impact on our consolidated financial statements.
Our revenues primarily consist of property rentals, tenant expense reimbursements, and fee and other income. We operate in two reportable segments: New York and Other, with a significant portion of our revenues included in the “New York” segment. We have the following revenue sources and revenue recognition policies:
• | Base rent is revenue arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis which includes the effects of rent steps and rent abatements. We commence rental revenue recognition when the tenant takes possession of the leased space and the leased space is substantially ready for its intended use. In addition, in circumstances where we provide a tenant improvement allowance for improvements that are owned by the tenant, we recognize the allowance as a reduction of rental revenue on a straight-line basis over the term of the lease. |
• | 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 rooms are occupied. Food and beverage and banquet revenue are recognized when the services have been transferred. |
• | 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. |
• | Operating expense reimbursements is revenue arising from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the common areas of our properties. Revenue is generally recognized in the same period as the related expenses are incurred. |
• | Tenant services is revenue arising 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. |
• | 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. Fee and other income also includes lease termination fee income which is recognized immediately if a tenant vacates or is recognized on a straight-line basis over the shortened remaining lease term. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. | Revenue Recognition - continued |
Below is a summary of our revenues by segment. Base rent, operating expense reimbursements and lease terminations represent revenues from leases and are recognized in accordance with ASC Topic 840, Leases. Revenues from Hotel Pennsylvania, trade shows, tenant services, BMS cleaning fees, management and leasing fees and other income represent revenues recognized in accordance with ASC 606. Additional financial information related to these reportable segments for the years ended December 31, 2018, 2017 and 2016 is set forth in Note 25 - Segment Information.
(Amounts in thousands) | For the Year Ended December 31, 2018 | |||||||||||
Total | New York | Other | ||||||||||
Base rent | $ | 1,623,122 | $ | 1,371,182 | $ | 251,940 | ||||||
Hotel Pennsylvania | 94,399 | 94,399 | — | |||||||||
Trade shows | 42,684 | — | 42,684 | |||||||||
Property rentals | 1,760,205 | 1,465,581 | 294,624 | |||||||||
Operating expense reimbursements | 193,207 | 177,044 | 16,163 | |||||||||
Tenant services | 53,921 | 41,351 | 12,570 | |||||||||
Tenant expense reimbursements | 247,128 | 218,395 | 28,733 | |||||||||
BMS cleaning fees | 120,357 | 129,088 | (8,731 | ) | (1) | |||||||
Management and leasing fees | 13,324 | 12,203 | 1,121 | |||||||||
Lease termination fees | 2,144 | 858 | 1,286 | |||||||||
Other income | 20,562 | 9,911 | 10,651 | |||||||||
Fee and other income | 156,387 | 152,060 | 4,327 | |||||||||
Total revenues | $ | 2,163,720 | $ | 1,836,036 | $ | 327,684 | ||||||
(Amounts in thousands) | For the Year Ended December 31, 2017 | |||||||||||
Total | New York | Other | ||||||||||
Base rent | $ | 1,583,443 | $ | 1,347,270 | $ | 236,173 | ||||||
Hotel Pennsylvania | 89,302 | 89,302 | — | |||||||||
Trade shows | 42,207 | — | 42,207 | |||||||||
Property rentals | 1,714,952 | 1,436,572 | 278,380 | |||||||||
Operating expense reimbursements | 179,381 | 165,347 | 14,034 | |||||||||
Tenant services | 54,043 | 42,273 | 11,770 | |||||||||
Tenant expense reimbursements | 233,424 | 207,620 | 25,804 | |||||||||
BMS cleaning fees | 104,143 | 110,986 | (6,843 | ) | (1) | |||||||
Management and leasing fees | 10,087 | 8,599 | 1,488 | |||||||||
Lease termination fees | 8,171 | 7,955 | 216 | |||||||||
Other income | 13,349 | 7,575 | 5,774 | |||||||||
Fee and other income | 135,750 | 135,115 | 635 | |||||||||
Total revenues | $ | 2,084,126 | $ | 1,779,307 | $ | 304,819 | ||||||
____________________
See notes on the following page.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. | Revenue Recognition - continued |
(Amounts in thousands) | For the Year Ended December 31, 2016 | |||||||||||
Total | New York | Other | ||||||||||
Base rent | $ | 1,538,605 | $ | 1,313,611 | $ | 224,994 | ||||||
Hotel Pennsylvania | 80,785 | 80,785 | — | |||||||||
Trade shows | 42,703 | — | 42,703 | |||||||||
Property rentals | 1,662,093 | 1,394,396 | 267,697 | |||||||||
Operating expense reimbursements | 166,103 | 154,734 | 11,369 | |||||||||
Tenant services | 55,460 | 44,304 | 11,156 | |||||||||
Tenant expense reimbursements | 221,563 | 199,038 | 22,525 | |||||||||
BMS cleaning fees | 93,425 | 97,612 | (4,187 | ) | (1) | |||||||
Management and leasing fees | 8,243 | 7,531 | 712 | |||||||||
Lease termination fees | 8,770 | 7,705 | 1,065 | |||||||||
Other income | 9,648 | 7,092 | 2,556 | |||||||||
Fee and other income | 120,086 | 119,940 | 146 | |||||||||
Total revenues | $ | 2,003,742 | $ | 1,713,374 | $ | 290,368 | ||||||
____________________
(1) | Represents the elimination of intercompany fees from the New York segment upon consolidation. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. | Acquisitions |
537 West 26th Street
On February 9, 2018, we acquired 537 West 26th Street, a 14,000 square foot commercial property adjacent to our 260 Eleventh Avenue office property, and 55,000 square feet of additional zoning air rights for $44,000,000.
1535 Broadway
On July 30, 2012, we entered into a lease with Host Hotels & Resorts, Inc. (NYSE: HST) (“Host”), under which we redeveloped the retail and signage components of the Marriott Times Square Hotel. We accounted for this lease as a “capital lease” and recorded a $240,000,000 capital lease asset and liability. On September 21, 2018, we acquired the retail condominium from Host for $442,000,000 (inclusive of the $240,000,000 capital lease liability). The original lease transaction provided that we would become the 100% owner through a put/call arrangement, based on a pre-negotiated formula. This transaction satisfies the put/call arrangement. Our 100% fee interest includes 45,000 square feet of retail, the 1,611 seat Marquis Theater and the largest digital sign in New York with a 330 linear foot, 25,000 square foot display.
Farley Office and Retail Building and Moynihan Train Hall
In September 2016, our joint venture with the Related Companies (“Related”) was designated by Empire State Development (“ESD”), an entity of New York State, to develop the Farley Office and Retail Building (the "Project"). The Project will include a new Moynihan Train Hall and approximately 850,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 120,000 square feet of retail space. On June 15, 2017, the joint venture closed a 99-year, triple-net lease with ESD for the commercial space at the Project and made a $230,000,000 upfront contribution towards the construction of the train hall. At that time, we accounted for our investment in the joint venture under the equity method of accounting. The lease calls for annual rent payments of $5,000,000 plus payments in lieu of real estate taxes. Simultaneously, the joint venture completed a $271,000,000 loan facility, of which $257,941,000 is outstanding at December 31, 2018. The interest-only loan is at LIBOR plus 3.25% (4.64% at December 31, 2018) and matures in June 2019 with two one-year extension options.
On October 30, 2018, we increased our ownership interest in the joint venture to 95.0% from 50.1% by acquiring a 44.9% additional ownership interest from Related. The purchase price was $41,500,000 plus the reimbursement of $33,026,000 of costs funded by Related through October 30, 2018. We consolidate the accounts of the joint venture from the date of acquisition as it is a variable interest entity and we are deemed to be the primary beneficiary. In connection therewith, we recorded a net gain of $44,060,000, which is included in "purchase price fair value adjustment" on our consolidated statements of income. As a result of this gain, because we hold our investment in the joint venture through a taxable REIT subsidiary, $16,771,000 of income tax expense was recognized in our consolidated statements of income.
The joint venture has entered into a development agreement with ESD to build the adjacent Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture's obligations. The joint venture has entered into a design-build contract with Skanska Moynihan Train Hall Builders pursuant to which they will build the Moynihan Train Hall, thereby fulfilling all of the joint venture's obligations to ESD. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB. The development expenditures for the Moynihan Train Hall are estimated to be approximately $1.6 billion, which will be funded by governmental agencies. Pursuant to ASC 840-40-55, the joint venture, which we consolidate on our consolidated balance sheets, is required to recognize all development expenditures for the Moynihan Train Hall. Accordingly, the development expenditures paid for by governmental agencies through December 31, 2018 of $445,693,000 are shown as “Moynihan Train Hall development expenditures” with a corresponding obligation recorded in “Moynihan Train Hall obligation” on our consolidated balance sheets. Upon completion of the development, the "Moynihan Train Hall development expenditures" and the offsetting “Moynihan Train Hall obligation” will be removed from our consolidated balance sheets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. | Real Estate Fund Investments |
We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund, which had an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was extended to February 2023. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.
We are also the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.7% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting.
On January 17, 2018, the Fund completed the sale of the retail condominium at 11 East 68th Street, a property located on Madison Avenue and 68th Street, for $82,000,000. From the inception of this investment through its disposition, the Fund realized a $46,259,000 net gain.
In March 2011, a joint venture (the “Joint Venture”) owned 64.7% by the Fund, 30.3% by Vornado and 5.0% by a third party, acquired One Park Avenue for $394,000,000. In connection with the acquisition, the Joint Venture paid $3,000,000 of New York City real property transfer tax (the “Transfer Tax”) and filed a Real Property Tax Return (“RPTR”) with the New York City Department of Finance (the “Department of Finance”). The RPTR was audited by the Department of Finance in 2014 and an increased Transfer Tax was assessed. The Joint Venture appealed the increased Transfer Tax assessment and the Joint Venture's appeal was upheld by a New York City Administrative Law Judge (“ALJ”) in January 2017. The Department of Finance appealed the ALJ's decision and on February 16, 2018 the New York City Tax Appeals Tribunal (the “Tax Tribunal”) reversed the ALJ's decision and assessed $9,491,000 of additional Transfer Tax and $6,764,000 of interest. As a result of the Tax Tribunal's decision, we recorded an expense of $15,608,000, before noncontrolling interests, during the first quarter of 2018, which was subsequently paid on April 5, 2018, in order to permit us to appeal the Tax Tribunal's decision and stop the accrual of interest, of which $10,630,000 is included in “loss (income) from real estate fund investments” and $4,978,000 is included in “income from partially owned entities” (see Note 7 - Investments in Partially Owned Entities) on our consolidated statements of income for the twelve months ended December 31, 2018. We are appealing the Tax Tribunal's decision. Our appeal of the Tax Tribunal's decision is scheduled to be heard by the appellate court in the first half of 2019.
On April 19, 2018, the joint venture between the Fund and the Crowne Plaza Joint Venture completed a $255,000,000 refinancing of the Crowne Plaza Times Square Hotel. The interest-only loan is at LIBOR plus 3.53% (6.00% at December 31, 2018) and matures in May 2020 with three one-year extension options. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The Crowne Plaza Times Square Hotel was previously encumbered by a $310,000,000 interest-only mortgage at LIBOR plus 2.80%, which was scheduled to mature in December 2018.
As of December 31, 2018, we had four real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $318,758,000, or $6,806,000 below our cost, and had remaining unfunded commitments of $50,494,000, of which our share was $16,119,000. At December 31, 2017, we had five real estate fund investments with an aggregate fair value of $354,804,000.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. | Real Estate Fund Investments - continued |
Below is a summary of (loss) income from the Fund and the Crowne Plaza Joint Venture for the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Net investment income | $ | 6,105 | $ | 18,507 | $ | 17,053 | |||||
Net unrealized loss on held investments | (83,794 | ) | (25,807 | ) | (41,162 | ) | |||||
Net realized (loss) gain on exited investments | (912 | ) | 36,078 | 14,761 | |||||||
Previously recorded unrealized gain on exited investment | — | (25,538 | ) | (14,254 | ) | ||||||
Transfer Tax | (10,630 | ) | — | — | |||||||
(Loss) income from real estate fund investments | (89,231 | ) | 3,240 | (23,602 | ) | ||||||
Less loss (income) attributable to noncontrolling interests in consolidated subsidiaries | 61,230 | (14,044 | ) | 2,560 | |||||||
Loss from real estate fund investments attributable to the Operating Partnership (includes $4,252 of loss related to One Park Avenue potential additional transfer taxes and reduction in carried interest for the year ended December 31, 2018) | (28,001 | ) | (10,804 | ) | (21,042 | ) | |||||
Less loss attributable to noncontrolling interests in the Operating Partnership | 1,732 | 673 | 1,270 | ||||||||
Loss from real estate fund investments attributable to Vornado | $ | (26,269 | ) | $ | (10,131 | ) | $ | (19,772 | ) | ||
6. | Marketable Securities |
Our portfolio of marketable securities is comprised of equity securities that are presented on our consolidated balance sheets at fair value. On January 1, 2018, we adopted ASU 2016-01, which requires changes in the fair value of our marketable securities to be recorded in current period earnings. Previously, changes in the fair value of marketable securities were recognized in "accumulated other comprehensive income" on our consolidated balance sheets. As a result, on January 1, 2018 we recorded a decrease to beginning accumulated deficit of $111,225,000 to recognize the unrealized gains previously recorded in “accumulated other comprehensive income” on our consolidated balance sheets. Subsequent changes in the fair value of our marketable securities are recorded to “interest and other investment income, net” on our consolidated statements of income.
We evaluate our portfolio of marketable securities for impairment each reporting period. For each of the securities in our portfolio with unrealized losses, we review the underlying cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline. In our evaluation, we consider our ability and intent to hold these investments for a reasonable period of time sufficient for us to recover our cost basis. We also evaluate the near-term prospects for each of these investments in relation to the severity and duration of the decline.
The table below summarizes the changes of our marketable securities portfolio for the year ended December 31, 2018.
(Amounts in thousands) | For the Year Ended December 31, 2018 | ||||||||||
Total | Lexington Realty Trust | Other | |||||||||
Beginning balance | $ | 182,752 | $ | 178,226 | $ | 4,526 | |||||
(Decrease) increase in fair value of marketable securities(1) | (26,453 | ) | (26,596 | ) | 143 | ||||||
Sale of marketable securities | (4,101 | ) | — | (4,101 | ) | ||||||
Ending balance | $ | 152,198 | $ | 151,630 | $ | 568 | |||||
________________________________________
(1) | Included in “interest and other investment income, net” on our consolidated statements of income (see Note 17 - Interest and Other Investment Income, Net). |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. | Investments in Partially Owned Entities |
Alexander’s
As of December 31, 2018, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable. As of December 31, 2018 and 2017, Alexander’s owed us an aggregate of $708,000 and $2,490,000, respectively, pursuant to such agreements.
As of December 31, 2018 the market value (“fair value” pursuant to ASC 820) of our investment in Alexander’s, based on Alexander’s December 31, 2018 closing share price of $304.74, was $504,061,000, or $396,078,000 in excess of the carrying amount on our consolidated balance sheet. As of December 31, 2018, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $39,046,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income. The basis difference related to the land will be recognized upon disposition of our investment.
Alexander's paid $3,971,000 of Transfer Tax upon the November 2012 sale of its Kings Plaza Regional Shopping Center located in Brooklyn, New York. Alexander's accrued $23,797,000 of potential additional Transfer Tax and related interest based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - Real Estate Fund Investments for details) during the first quarter of 2018 which was subsequently paid on April 5, 2018 in order to preserve Alexander's rights to continue litigation and stop accrual of interest, of which our 32.4% share is $7,708,000 and is included in “income from partially owned entities” on our consolidated statements of income for the year ended December 31, 2018.
Management, Development, Leasing and Other Agreements
We receive an annual fee for managing Alexander’s and all of its properties equal to the sum of (i) $2,800,000, (ii) 2% of the gross revenue from the Rego Park II Shopping Center, (iii) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (iv) $315,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue. In addition, we are entitled to a development fee of 6% of development costs, as defined.
We provide Alexander’s with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander’s tenants. In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties. We are also entitled to a commission upon the sale of any of Alexander’s assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000, and 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more.
Building Maintenance Services (“BMS”), our wholly-owned subsidiary, supervises (i) cleaning, engineering and security services at Alexander’s 731 Lexington Avenue property and (ii) security services at Alexander’s Rego Park I, Rego Park II properties and The Alexander apartment tower. During the years ended December 31, 2018, 2017 and 2016, we recognized $2,705,000, $2,678,000 and $2,583,000 of income, respectively, for these services.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. | Investments in Partially Owned Entities – continued |
Urban Edge Properties (“UE”) (NYSE: UE)
As of December 31, 2018, we own 5,717,184 UE operating partnership units, representing a 4.5% ownership interest in UE. We account for our investment in UE under the equity method and record our share of UE’s net income or loss on a one-quarter lag basis. In 2018, 2017 and 2016, we provided UE with information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell, (ii) our affiliate, Alexander’s, Rego Park retail assets and (iii) Interstate Properties ("Interstate") retail assets. As of December 31, 2018, the fair value of our investment in UE, based on UE’s December 31, 2018 closing share price of $16.62, was $95,020,000, or $49,676,000 in excess of the carrying amount on our consolidated balance sheet.
Pennsylvania Real Estate Investment Trust (“PREIT”) (NYSE: PEI)
As of December 31, 2018, we own 6,250,000 PREIT operating partnership units, representing a 7.9% interest in PREIT. We account for our investment in PREIT under the equity method and record our share of PREIT’s net income or loss on a one-quarter lag basis.
As of December 31, 2018, the fair value of our investment in PREIT, based on PREIT’s December 31, 2018 closing share price of $5.94, was $37,125,000, or $22,366,000 below the carrying amount on our consolidated balance sheet. As of December 31, 2018, the carrying amount of our investment in PREIT exceeds our share of the equity in the net assets of PREIT by approximately $35,744,000. The majority of this basis difference resulted from the excess of the fair value of the PREIT operating units received over our share of the book value of PREIT’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of PREIT’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in PREIT’s net loss. The basis difference related to the land will be recognized upon disposition of our investment.
Independence Plaza
We have a 50.1% economic interest in a joint venture that owns Independence Plaza, a three-building 1,327 unit residential complex in the Tribeca submarket of Manhattan. The joint venture paid $1,730,000 of Transfer Tax upon its acquisition of the property in December 2012. The joint venture accrued $13,103,000 of potential additional Transfer Tax and related interest based on the precedent established by the Tax Tribunal's decision regarding One Park Avenue (see Note 5 - Real Estate Fund Investments for details) during the first quarter of 2018, which was subsequently paid on April 5, 2018, in order to preserve the joint venture's rights to continue litigation and stop accrual of interest. Because we consolidate the entity that incurred the potential additional Transfer Tax, $13,103,000 of expense is included in “transaction related costs, impairment loss and other” and $6,538,000 is allocated to “noncontrolling interests in consolidated subsidiaries” on our consolidated statements of income.
On June 11, 2018, the joint venture completed a $675,000,000 refinancing of Independence Plaza. The seven-year interest-only loan matures in July 2025 and has a fixed rate of 4.25%. Our share of net proceeds, after repayment of the existing 3.48% $550,000,000 mortgage and closing costs, was $55,618,000.
Toys "R" Us, Inc. ("Toys")
On September 18, 2017, Toys filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. In the second quarter of 2018, Toys ceased U.S. operations. On February 1, 2019, the plan of reorganization for Toys "R" Us, Inc., in which we owned a 32.5% interest, was declared effective, and our stock in Toys was canceled. At December 31, 2018 and 2017, we carried our Toys investment at zero. The canceling of our stock in Toys will result in approximately a $420,000,000 capital loss deduction for tax purposes in 2019 (which if not offset by capital gains will result in a capital loss carry over available for five years).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. | Investments in Partially Owned Entities – continued |
666 Fifth Avenue Office Condominium
On August 3, 2018, we completed the sale of our 49.5% interests in the 666 Fifth Avenue Office Condominium. We received net proceeds of $120,000,000 and recognized a financial statement gain of $134,032,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. The gain for tax purposes was approximately $254,000,000. We continue to own all of the 666 Fifth Avenue Retail Condominium encompassing the Uniqlo, Tissot and Hollister stores with 125 linear feet of frontage on Fifth Avenue between 52nd and 53rd Street.
Concurrently with the sale of our interests, the existing mortgage loan on the property was repaid and we received net proceeds of $55,244,000 for the participation we held in the mortgage loan. We recognized a financial statement gain of $7,308,000, which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Below is a schedule summarizing our investments in partially owned entities.
(Amounts in thousands) | Percentage Ownership at December 31, 2018 | As of December 31, | |||||||
2018 | 2017 | ||||||||
Investments: | |||||||||
Partially owned office buildings/land(1) | Various | $ | 499,005 | $ | 504,393 | ||||
Alexander’s | 32.4% | 107,983 | 126,400 | ||||||
PREIT | 7.9% | 59,491 | 66,572 | ||||||
UE | 4.5% | 45,344 | 46,152 | ||||||
Other investments(2) | Various | 146,290 | 313,312 | ||||||
$ | 858,113 | $ | 1,056,829 | ||||||
330 Madison Avenue(3) | 25.0% | $ | (58,117 | ) | $ | (53,999 | ) | ||
7 West 34th Street(4) | 53.0% | (51,579 | ) | (47,369 | ) | ||||
$ | (109,696 | ) | $ | (101,368 | ) | ||||
________________________________________
(1) | Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue, 512 West 22nd Street, 85 Tenth Avenue, 61 Ninth Avenue and others. |
(2) | Includes interests in Independence Plaza, Fashion Centre Mall/Washington Tower, Rosslyn Plaza, 50-70 West 93rd Street, Farley Office and Retail Building (in 2017 only) and others. On October 30, 2018, we increased our ownership interest in the joint venture which owns the Farley Office and Retail Building to 95.0% when we acquired a 44.9% additional ownership interest. Accordingly, beginning October 30, 2018 we consolidated the accounts of the joint venture (see page 124 for details). |
(3) | Our negative basis resulted from a refinancing distribution and is included in "other liabilities" on our consolidated balance sheets. |
(4) | Our negative basis results from a deferred gain from the sale of a 47.0% ownership interest in the property on May 27, 2016 and is included in "other liabilities" on our consolidated balance sheets. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. | Investments in Partially Owned Entities – continued |
Below is a schedule of net income (loss) from partially owned entities.
(Amounts in thousands) | Percentage Ownership at December 31, 2018 | As of December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||||
Our share of net income (loss): | |||||||||||||
Alexander's (see page 127 for details): | |||||||||||||
Equity in net income(1) | 32.4% | $ | 10,485 | $ | 25,820 | $ | 27,470 | ||||||
Management, leasing and development fees | 4,560 | 6,033 | 6,770 | ||||||||||
15,045 | 31,853 | 34,240 | |||||||||||
UE (see page 128 for details): | |||||||||||||
Equity in net income(2) | 4.5% | 4,227 | 26,658 | 5,003 | |||||||||
Management fees | 233 | 670 | 836 | ||||||||||
4,460 | 27,328 | 5,839 | |||||||||||
Partially owned office buildings(3) | Various | (3,085 | ) | 2,109 | 5,773 | ||||||||
PREIT (see page 128 for details)(4) | 7.9% | (3,015 | ) | (53,325 | ) | (5,213 | ) | ||||||
Other investments(5) | Various | (4,256 | ) | 7,235 | 128,309 | ||||||||
$ | 9,149 | $ | 15,200 | $ | 168,948 | ||||||||
____________________
(1) | 2018 includes (i) our $7,708 share of Alexander's potential additional Transfer Tax, (ii) our $3,882 share of expense related to the decrease in fair value of marketable securities held by Alexander’s, (iii) our $1,085 share of a non-cash straight-line rent write-off adjustment related to Sears Roebuck and Co. which filed for Chapter 11 bankruptcy relief and (iv) our $518 share of Alexander’s litigation expense due to a settlement. |
(2) | 2017 includes $21,100 of net gains resulting from UE operating partnership unit issuances. |
(3) | 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 potential additional Transfer Tax related to the March 2011 acquisition of One Park Avenue (see Note 5 - Real Estate Fund Investments). |
(4) | 2017 includes a $44,465 non-cash impairment loss. |
(5) | 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) and others. In 2017, we recognized $26,687 of net gains, comprised of $15,314 for our share of a net gain on the sale of Suffolk Downs and $11,373 for the net gain on repayment of our debt investments in Suffolk Downs JV. In 2018, 2017 and 2016, we recognized net losses of $4,873, $25,414, and $41,532, respectively, from our 666 Fifth Avenue Office Condominium joint venture as a result of our share of depreciation expense. In 2016, the owner of 85 Tenth Avenue completed a 10-year, 4.55% $625,000 refinancing of the property and we received net proceeds of $191,779 in repayment of our existing loans and preferred equity investments. We recognized $160,843 of income and no tax gain as a result of this transaction. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. | Investments in Partially Owned Entities – continued |
Below is a summary of the debt of our partially owned entities as of December 31, 2018 and 2017.
(Amounts in thousands) | Percentage Ownership at December 31, 2018 | Maturity | Interest Rate at December 31, 2018 | 100% Partially Owned Entities’ Debt at December 31,(1) | |||||||||
2018 | 2017 | ||||||||||||
Partially owned office buildings(2): | |||||||||||||
Mortgages payable | Various | 2019-2026 | 4.18% | $ | 3,985,855 | $ | 3,934,894 | ||||||
PREIT: | |||||||||||||
Mortgages payable | 7.9% | 2020-2025 | 3.81% | 1,642,408 | 1,586,045 | ||||||||
UE: | |||||||||||||
Mortgages payable | 4.5% | 2021-2034 | 4.09% | 1,563,375 | 1,415,806 | ||||||||
Alexander's: | |||||||||||||
Mortgages payable | 32.4% | 2021-2025 | 3.67% | 1,170,544 | 1,252,440 | ||||||||
Other(3): | |||||||||||||
Mortgages payable and other | Various | 2019-2025 | 4.57% | 1,358,706 | 8,601,383 | ||||||||
________________________________________
(1) | All amounts are non-recourse to us except the $300,000 mortgage loan on 7 West 34th Street which we guaranteed in connection with the sale of a 47.0% equity interest in May 2016. |
(2) | Includes 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. |
(3) | Includes Independence Plaza, Rosslyn Plaza, Fashion Centre Mall/Washington Tower, 50-70 West 93rd Street, Toys, 666 Fifth Avenue Office Condominium (sold on August 3, 2018), Farley Office and Retail Building (in 2017 only) and others. On October 30, 2018, we increased our ownership interest in the joint venture which owns the Farley Office and Retail Building to 95.0% when we acquired a 44.9% additional ownership interest. Accordingly, beginning October 30, 2018 we consolidated the accounts of the joint venture (see page 124 for details). |
Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $2,682,865,000 and $5,288,276,000 as of December 31, 2018 and 2017, respectively.
Summary of Condensed Combined Financial Information
The following is a summary of condensed combined financial information for all of our partially owned entities, including Alexander’s, as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | Balance as of December 31, | ||||||
2018 | 2017 | ||||||
Balance Sheet: | |||||||
Assets | $ | 13,258,000 | $ | 24,812,000 | |||
Liabilities | 10,456,000 | 22,739,000 | |||||
Noncontrolling interests | 139,000 | 140,000 | |||||
Equity | 2,663,000 | 1,933,000 | |||||
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Income Statement: | |||||||||||
Total revenue | $ | 1,798,000 | $ | 12,991,000 | $ | 13,600,000 | |||||
Net loss | 52,000 | (542,000 | ) | (65,000 | ) | ||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. | 220 Central Park South ("220 CPS") |
We are constructing a residential condominium tower containing 397,000 salable square feet at 220 CPS. The development cost of this project (exclusive of land cost) is estimated to be approximately $1.4 billion, of which $1.2 billion has been expended as of December 31, 2018.
GAAP income from our 220 CPS project is recognized when legal title transfers upon closing of the condominium unit sales. During the fourth quarter of 2018, we completed the sale of 11 condominium units at 220 CPS for net proceeds aggregating $214,776,000 and resulting in a financial statement net gain of $81,224,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $13,888,000 of income tax expense was recognized in our consolidated statements of income and $213,000,000 of the $950,000,000 220 CPS loan was repaid.
For income tax purposes, we recognize revenue associated with our 220 CPS project using the percentage of completion method. On May 25, 2018, the 220 CPS condominium offering plan was declared effective by the Attorney General of the State of New York. We paid $52,200,000 for estimated Federal, state and local income taxes due, which is included in "other assets" on our consolidated balance sheet as of December 31, 2018.
As of December 31, 2018, 83% of the condominium units are sold or under sales contracts, with closings scheduled through 2020.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. | Dispositions |
New York
On June 21, 2018 we completed the $45,000,000 sale of 27 Washington Square North, which resulted in a net gain of $23,559,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Discontinued Operations
Washington, DC
On June 20, 2017, we completed a $220,000,000 financing of The Bartlett residential building. The five-year interest-only loan is at LIBOR plus 1.70% and matures in June 2022. On July 17, 2017, the property, the loan and the $217,000,000 of net proceeds were transferred to JBG SMITH Properties ("JBGS") in connection with the tax-free spin-off of our Washington, DC segment.
On July 17, 2017, prior to completion of the tax-free spin-off of our Washington, DC segment, we repaid the $43,581,000 LIBOR plus 1.25% mortgage encumbering 1700 and 1730 M Street which was scheduled to mature in August 2017. The unencumbered property was then transferred to JBGS in connection with the tax-free spin-off of our Washington, DC segment.
On July 17, 2017, we completed the spin-off of our Washington, DC segment comprised of (i) 37 office properties totaling over 11.1 million square feet, five multifamily properties with 3,133 units and five other assets totaling approximately 406,000 square feet and (ii) 18 future development assets totaling over 10.4 million square feet of estimated potential development density, and (iii) $412.5 million of cash ($275.0 million plus The Bartlett financing proceeds less transaction costs and other mortgage items) to JBGS. On July 18, 2017, JBGS was combined with the management business and certain Washington, DC assets of The JBG Companies (“JBG”), a Washington, DC real estate company. Steven Roth, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado, is the Chairman of the Board of Trustees of JBGS. Mitchell Schear, former President of our Washington, DC business, is a member of the Board of Trustees of JBGS. We are providing transition services to JBGS initially including information technology, financial reporting and payroll services. The spin-off was effected through a tax-free distribution by Vornado to the holders of Vornado common shares of all of the common shares of JBGS at the rate of one JBGS common share for every two common shares of Vornado and the distribution by the Operating Partnership to the holders of its common units of all of the outstanding common units of JBG SMITH Properties LP (“JBGSLP”) at the rate of one JBGSLP common unit for every two common units of VRLP held of record. See JBGS’ Amendment No. 3 on Form 10 (File No. 1-37994) filed with the Securities and Exchange Commission on June 9, 2017 for additional information. Beginning in the third quarter of 2017, the historical financial results of our Washington, DC segment are reflected in our consolidated financial statements as discontinued operations for all periods presented.
On March 15, 2016, we notified the servicer of the $678,000,000 non-recourse mortgage loan on the Skyline properties located in Fairfax, Virginia, that cash flow would be insufficient to service the debt and pay other property related costs and expenses and that we were not willing to fund additional cash shortfalls. Accordingly, at our request, the loan was transferred to the special servicer. Consequently, based on the shortened holding period for the underlying assets, we concluded that the excess of carrying amount over our estimate of fair value was not recoverable and recognized a $160,700,000 non-cash impairment loss in the first quarter of 2016. The Company’s estimate of fair value was derived from a discounted cash flow model based upon market conditions and expectations of growth and utilized unobservable quantitative inputs including a capitalization rate of 8.0% and a discount rate of 8.2%. In the second quarter of 2016, cash flow became insufficient to service the debt and we ceased making debt service payments. Pursuant to the loan agreement, the loan was in default, and was subject to incremental default interest which increased the weighted average interest rate from 2.97% to 4.51% while the outstanding balance remains unpaid. For the year ended December 31, 2016, we recognized $7,823,000 of default interest expense. On August 24, 2016, the Skyline properties were placed in receivership. On December 21, 2016, the disposition of the Skyline properties was completed by the receiver. In connection therewith, the Skyline properties’ assets (approximately $236,535,000) and liabilities (approximately aggregating $724,412,000), were removed from our consolidated balance sheet which resulted in a net gain of $487,877,000. There was no taxable income related to this transaction.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. | Dispositions – continued |
Discontinued Operations - continued
We have reclassified the revenues and expenses of our former Washington, DC segment, which was spun off on July 17, 2017, and other related retail assets that were sold to “income (loss) from discontinued operations” and the related assets and liabilities to “other assets” and “other liabilities” for all of the periods presented in the accompanying financial statements. The tables below set forth the assets and liabilities related to discontinued operations as of December 31, 2018 and 2017, and their combined results of operations and cash flows for the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | Balance as of December 31, | ||||||
2018 | 2017 | ||||||
Assets related to discontinued operations (included in other assets) | $ | 113 | $ | 1,357 | |||
Liabilities related to discontinued operations (included in other liabilities) | $ | 55 | $ | 3,620 | |||
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Income (loss) from discontinued operations: | |||||||||||
Total revenues | $ | 1,114 | $ | 261,290 | $ | 521,084 | |||||
Total expenses | 1,094 | 212,169 | 442,032 | ||||||||
20 | 49,121 | 79,052 | |||||||||
Net gains on sale of real estate, a lease position and other | 618 | 6,605 | 20,376 | ||||||||
JBGS spin-off transaction costs | — | (68,662 | ) | (16,586 | ) | ||||||
Income (loss) from partially-owned entities | — | 435 | (3,559 | ) | |||||||
Net gain on early extinguishment of debt | — | — | 487,877 | ||||||||
Impairment losses | — | — | (161,165 | ) | |||||||
Pretax income (loss) from discontinued operations | 638 | (12,501 | ) | 405,995 | |||||||
Income tax expense | — | (727 | ) | (1,083 | ) | ||||||
Income (loss) from discontinued operations | $ | 638 | $ | (13,228 | ) | $ | 404,912 | ||||
Cash flows related to discontinued operations: | |||||||||||
Cash flows from operating activities | $ | (1,683 | ) | $ | 42,578 | $ | 157,484 | ||||
Cash flows from investing activities | — | (48,377 | ) | (216,125 | ) | ||||||
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. | Identified Intangible Assets and Liabilities |
The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily below-market leases) as of December 31, 2018 and 2017.
(Amounts in thousands) | Balance as of December 31, | ||||||
2018 | 2017 | ||||||
Identified intangible assets: | |||||||
Gross amount | $ | 308,895 | $ | 310,097 | |||
Accumulated amortization | (172,114 | ) | (150,837 | ) | |||
Total, net | $ | 136,781 | $ | 159,260 | |||
Identified intangible liabilities (included in deferred revenue): | |||||||
Gross amount | $ | 503,373 | $ | 530,497 | |||
Accumulated amortization | (341,779 | ) | (324,897 | ) | |||
Total, net | $ | 161,594 | $ | 205,600 | |||
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental income of $38,573,000, $46,103,000 and $51,849,000 for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases, for each of the five succeeding years commencing January 1, 2019 is as follows:
(Amounts in thousands) | |||||
2019 | $ | 24,661 | |||
2020 | 23,591 | ||||
2021 | 18,857 | ||||
2022 | 15,746 | ||||
2023 | 13,215 | ||||
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $18,018,000, $25,057,000 and $28,897,000 for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years commencing January 1, 2019 is as follows:
(Amounts in thousands) | |||||
2019 | $ | 13,726 | |||
2020 | 13,513 | ||||
2021 | 11,974 | ||||
2022 | 10,244 | ||||
2023 | 10,157 | ||||
We are a tenant under ground leases at certain properties. Amortization of these acquired below-market leases, net of above-market leases, resulted in an increase to rent expense (a component of operating expense) of $1,747,000 for each of the years ended December 31, 2018, 2017 and 2016, respectively. Estimated annual amortization of these below-market leases, net of above-market leases, for each of the five succeeding years commencing January 1, 2019 is as follows:
(Amounts in thousands) | |||||
2019 | $ | 1,747 | |||
2020 | 1,747 | ||||
2021 | 1,747 | ||||
2022 | 1,747 | ||||
2023 | 1,747 | ||||
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. | Debt |
Secured Debt
On January 5, 2018, we completed a $100,000,000 refinancing of 33-00 Northern Boulevard (Center Building), a 471,000 square foot office building in Long Island City, New York. The seven-year loan is at LIBOR plus 1.80%, which was swapped to a fixed rate of 4.14%. We realized net proceeds of approximately $37,200,000 after repayment of the existing 4.43% $59,800,000 mortgage and closing costs.
On August 9, 2018, we completed a $120,000,000 refinancing of 4 Union Square South, a 206,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.40% (3.75% as of December 31, 2018) and matures in 2025, as extended. The property was previously encumbered by a $113,000,000 mortgage at LIBOR plus 2.15%, which was scheduled to mature in 2019.
On November 16, 2018, we completed a $205,000,000 refinancing of 150 West 34th Street, a 78,000 square foot Manhattan retail property. The interest-only loan carries a rate of LIBOR plus 1.88% (4.26% as of December 31, 2018) and matures in 2024, as extended. Concurrently, we invested $105,000,000 in a participation in the refinanced mortgage loan, which earns interest at a rate of LIBOR plus 2.00% (4.38% as of December 31, 2018) and also matures in 2024, as extended, and is included in "other assets" on our consolidated balance sheets. The property was previously encumbered by a mortgage of the same amount at LIBOR plus 2.25%, which was scheduled to mature in 2020.
Unsecured Term Loan
On October 26, 2018, we extended our $750,000,000 unsecured term loan from October 2020 to February 2024. The interest rate on the extended unsecured term loan was lowered from LIBOR plus 1.15% to LIBOR plus 1.00% (3.52% as of December 31, 2018). In connection with the extension of our unsecured term loan, we entered into an interest rate swap from LIBOR plus 1.00% to a fixed rate of 3.87% through October 2023.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. | Debt – continued |
The following is a summary of our debt:
(Amounts in thousands) | Weighted Average Interest Rate at December 31, 2018 | Balance at December 31, | |||||||
2018 | 2017 | ||||||||
Mortgages Payable: | |||||||||
Fixed rate | 3.53% | $ | 5,003,465 | $ | 5,461,706 | ||||
Variable rate | 4.33% | 3,212,382 | 2,742,133 | ||||||
Total | 3.84% | 8,215,847 | 8,203,839 | ||||||
Deferred financing costs, net and other | (48,049 | ) | (66,700 | ) | |||||
Total, net | $ | 8,167,798 | $ | 8,137,139 | |||||
Unsecured Debt: | |||||||||
Senior unsecured notes | 4.21% | $ | 850,000 | $ | 850,000 | ||||
Deferred financing costs, net and other | (5,998 | ) | (6,386 | ) | |||||
Senior unsecured notes, net | 844,002 | 843,614 | |||||||
Unsecured term loan | 3.87% | 750,000 | 750,000 | ||||||
Deferred financing costs, net and other | (5,179 | ) | (1,266 | ) | |||||
Unsecured term loan, net | 744,821 | 748,734 | |||||||
Unsecured revolving credit facilities | 3.46% | 80,000 | — | ||||||
Total, net | $ | 1,668,823 | $ | 1,592,348 | |||||
The net carrying amount of properties collateralizing the mortgages payable amounted to $9.1 billion at December 31, 2018.
As of December 31, 2018, the principal repayments required for the next five years and thereafter are as follows:
(Amounts in thousands) | Mortgages Payable | Senior Unsecured Debt and Unsecured Resolving Credit Unsecured Facilities | |||||||
Year Ended December 31, | |||||||||
2019 | $ | 2,569,332 | $ | — | |||||
2020 | 2,192,567 | — | |||||||
2021 | 1,613,948 | 80,000 | |||||||
2022 | 950,000 | 400,000 | |||||||
2023 | 391,800 | — | |||||||
Thereafter | 498,200 | 1,200,000 | |||||||
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. | Redeemable Noncontrolling Interests/Redeemable Partnership Units |
Redeemable noncontrolling interests on Vornado’s consolidated balance sheets and redeemable partnership units on the consolidated balance sheets of the Operating Partnership are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. 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.
Below are the details of redeemable noncontrolling interests/redeemable partnership units as of December 31, 2018 and 2017.
(Amounts in thousands, except units and per unit amounts) | Balance as of December 31, | Units Outstanding at December 31, | Per Unit Liquidation Preference | Preferred or Annual Distribution Rate | ||||||||||||||||||
Unit Series | 2018 | 2017 | 2018 | 2017 | ||||||||||||||||||
Common: | ||||||||||||||||||||||
Class A units held by third parties | $ | 778,134 | $ | 979,509 | 12,544,477 | 12,528,899 | n/a | $ | 2.52 | |||||||||||||
Perpetual Preferred/Redeemable Preferred(1): | ||||||||||||||||||||||
5.00% D-16 Cumulative Redeemable | $ | 1,000 | $ | 1,000 | 1 | 1 | $ | 1,000,000.00 | $ | 50,000.00 | ||||||||||||
3.25% D-17 Cumulative Redeemable | $ | 4,428 | $ | 4,428 | 177,100 | 177,100 | $ | 25.00 | $ | 0.8125 | ||||||||||||
________________________________________
(1) | Holders may tender units for redemption to the Operating Partnership for cash at their stated redemption amount; Vornado, at its option, may assume that obligation and pay the holders either cash or Vornado preferred shares on a one-for-one basis. These units are redeemable at Vornado's option at any time. |
Below is a table summarizing the activity of redeemable noncontrolling interests/redeemable partnership units.
(Amounts in thousands) | |||
Balance, December 31, 2016 | $ | 1,278,446 | |
Net income | 10,910 | ||
Other comprehensive income | 643 | ||
Distributions | (33,229 | ) | |
Redemption of Class A units for Vornado common shares, at redemption value | (38,747 | ) | |
Adjustments to carry redeemable Class A units at redemption value (including $224,069 attributable to the spin-off of JBGS) | (268,494 | ) | |
Other, net | 35,408 | ||
Balance, December 31, 2017 | 984,937 | ||
Net income | 25,672 | ||
Other comprehensive loss | (836 | ) | |
Distributions | (31,828 | ) | |
Redemption of Class A units for Vornado common shares, at redemption value | (17,068 | ) | |
Adjustments to carry redeemable Class A units at redemption value | (198,064 | ) | |
Other, net | 20,749 | ||
Balance, December 31, 2018 | $ | 783,562 | |
Redeemable noncontrolling interests/redeemable partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $50,561,000 as of December 31, 2018 and 2017. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. | Shareholders' Equity/Partners' Capital |
Common Shares (Vornado Realty Trust)
As of December 31, 2018, there were 190,535,499 common shares outstanding. During 2018, we paid an aggregate of $479,348,000 of common dividends comprised of quarterly common dividends of $0.63 per share.
Class A Units (Vornado Realty L.P.)
As of December 31, 2018, there were 190,535,499 Class A units outstanding that were held by Vornado. These units are classified as “partners’ capital” on the consolidated balance sheets of the Operating Partnership. As of December 31, 2018, there were 12,544,477 Class A units outstanding, that were held by third parties. These units are classified outside of “partners’ capital” as “redeemable partnership units” on the consolidated balance sheets of the Operating Partnership (See Note 12 – Redeemable Noncontrolling Interests/Redeemable Partnership Units). During 2018, the Operating Partnership paid an aggregate of $479,348,000 of distributions to Vornado comprised of quarterly common distributions of $0.63 per unit.
Preferred Share/Preferred Units
On January 4 and 11, 2018, we redeemed all of the outstanding 6.625% Series G and Series I cumulative redeemable preferred shares/units at their redemption price of $25.00 per share/unit, or $470,000,000 in the aggregate, plus accrued and unpaid dividends/distributions through the date of redemption, and expensed $14,486,000 of previously capitalized issuance costs.
The following table sets forth the details of our preferred shares of beneficial interest and the preferred units of the Operating Partnership as of December 31, 2018 and 2017.
(Amounts in thousands, except share/unit and per share/per unit amounts) | |||||||||||||||||||||||
Per Share/Unit | |||||||||||||||||||||||
Balance as of December 31, | Shares/Units Outstanding at December 31, | Liquidation Preference | Annual Dividend/ Distribution(1) | ||||||||||||||||||||
Preferred Shares/Units | 2018 | 2017 | 2018 | 2017 | |||||||||||||||||||
Convertible Preferred: | |||||||||||||||||||||||
6.5% Series A: authorized 83,977 shares/units(2) | $ | 1,071 | $ | 1,102 | 18,580 | 19,573 | $ | 50.00 | $ | 3.25 | |||||||||||||
Cumulative Redeemable Preferred: | |||||||||||||||||||||||
5.70% Series K: authorized 12,000,000 shares/units(3) | 290,971 | 290,971 | 12,000,000 | 12,000,000 | 25.00 | 1.425 | |||||||||||||||||
5.40% Series L: authorized 12,000,000 shares/units(3) | 290,306 | 290,306 | 12,000,000 | 12,000,000 | 25.00 | 1.35 | |||||||||||||||||
5.25% Series M: authorized 12,780,000 shares/units(3) | 308,946 | 309,609 | 12,780,000 | 12,780,000 | 25.00 | 1.3125 | |||||||||||||||||
$ | 891,294 | $ | 891,988 | 36,798,580 | 36,799,573 | ||||||||||||||||||
________________________________________
(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. |
During 2018, we paid an aggregate of $55,115,000 of preferred dividends.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. Shareholders' Equity/Partners' Capital - continued
Accumulated Other Comprehensive Income (Loss)
The following table sets forth the changes in accumulated other comprehensive income (loss) by component.
(Amounts in thousands) | For the Year Ended December 31, 2018 | ||||||||||||||||||
Total | Securities available- for-sale | Pro rata share of nonconsolidated subsidiaries' OCI | Interest rate swap | Other | |||||||||||||||
Balance as of December 31, 2017 | $ | 128,682 | $ | 109,554 | $ | 3,769 | $ | 23,542 | $ | (8,183 | ) | ||||||||
Cumulative effect of accounting change (see Note 2) | (108,374 | ) | (109,554 | ) | (1,671 | ) | 2,851 | — | |||||||||||
Net current period other comprehensive income | (12,644 | ) | — | 1,155 | (14,634 | ) | 835 | ||||||||||||
Balance as of December 31, 2018 | $ | 7,664 | $ | — | $ | 3,253 | $ | 11,759 | $ | (7,348 | ) | ||||||||
14. | Variable Interest Entities (“VIEs”) |
Unconsolidated VIEs
As of December 31, 2018 and 2017, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 7 – Investments in Partially Owned Entities). As of December 31, 2018 and 2017, the net carrying amount of our investments in these entities was $257,882,000 and $352,925,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.
Consolidated VIEs
Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Fund and the Crowne Plaza Joint Venture, the Farley joint venture and certain properties that have non-controlling interests. These entities are VIEs because the non-controlling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.
As of December 31, 2018, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,445,436,000 and $2,533,753,000 respectively. As of December 31, 2017, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $3,561,062,000 and $1,753,798,000, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. | Fair Value Measurements |
ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) marketable securities, (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) interest rate swaps and (v) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units, Series D-13 cumulative redeemable preferred units, and 6.625% Series G and Series I cumulative redeemable preferred shares/units which were redeemed on January 4 and 11, 2018 (See Note 13 - Shareholders' Equity/Partners' Capital)). The tables below aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy as of December 31, 2018 and 2017, respectively.
(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 | $ | — | |||||||
(Amounts in thousands) | As of December 31, 2017 | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Marketable securities | $ | 182,752 | $ | 182,752 | $ | — | $ | — | |||||||
Real estate fund investments | 354,804 | — | — | 354,804 | |||||||||||
Deferred compensation plan assets ($11,545 included in restricted cash and $97,632 in other assets) | 109,177 | 69,049 | — | 40,128 | |||||||||||
Interest rate swaps (included in other assets) | 27,472 | — | 27,472 | — | |||||||||||
Total assets | $ | 674,205 | $ | 251,801 | $ | 27,472 | $ | 394,932 | |||||||
Mandatorily redeemable instruments ($50,561 included in other liabilities) | $ | 520,561 | $ | 520,561 | $ | — | $ | — | |||||||
Interest rate swaps (included in other liabilities) | 1,052 | — | 1,052 | — | |||||||||||
Total liabilities | $ | 521,613 | $ | 520,561 | $ | 1,052 | $ | — | |||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. | Fair Value Measurements – continued |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Real Estate Fund Investments
As of December 31, 2018, we had four real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $318,758,000, or $6,806,000 below our cost. These investments are classified as Level 3. We use a discounted cash flow valuation technique to estimate the fair value of each of these investments, which is updated quarterly by personnel responsible for the management of each investment and reviewed by senior management at each reporting period. The discounted cash flow valuation technique requires us to estimate cash flows for each investment over the anticipated holding period, which currently ranges from 0.3 years to 4.0 years. Cash flows are derived from property rental revenue (base rents plus reimbursements) less operating expenses, real estate taxes and capital and other costs, plus projected sales proceeds in the year of exit. Property rental revenue is based on leases currently in place and our estimates for future leasing activity, which are based on current market rents for similar space plus a projected growth factor. Similarly, estimated operating expenses and real estate taxes are based on amounts incurred in the current period plus a projected growth factor for future periods. Anticipated sales proceeds at the end of an investment’s expected holding period are determined based on the net cash flow of the investment in the year of exit, divided by a terminal capitalization rate, less estimated selling costs.
The fair value of each property is calculated by discounting the future cash flows (including the projected sales proceeds), using an appropriate discount rate and then reduced by the property’s outstanding debt, if any, to determine the fair value of the equity in each investment. Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, and current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments as of December 31, 2018 and 2017.
Range | Weighted Average (based on fair value of investments) | ||||||
Unobservable Quantitative Input | December 31, 2018 | December 31, 2017 | December 31, 2018 | December 31, 2017 | |||
Discount rates | 10.0% to 15.0% | 2.0% to 14.9% | 13.4% | 11.9% | |||
Terminal capitalization rates | 5.4% to 7.7% | 4.7% to 6.7% | 5.7% | 5.5% | |||
The above inputs are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.
The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3, for the years ended December 31, 2018 and 2017.
(Amounts in thousands) | For the Year Ended December 31, | ||||||
2018 | 2017 | ||||||
Beginning balance | $ | 354,804 | $ | 462,132 | |||
Net unrealized loss on held investments | (83,794 | ) | (25,807 | ) | |||
Purchases/additional fundings | 68,950 | — | |||||
Dispositions | (20,290 | ) | (91,606 | ) | |||
Net realized (loss) gain on exited investments | (912 | ) | 36,078 | ||||
Previously recorded unrealized gain on exited investment | — | (25,538 | ) | ||||
Other, net | — | (455 | ) | ||||
Ending balance | $ | 318,758 | $ | 354,804 | |||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. | Fair Value Measurements – continued |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Deferred Compensation Plan Assets
Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The quarterly reports provide net asset values on a fair value basis which are audited by independent public accounting firms on an annual basis. The third-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.
The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3, for the years ended December 31, 2018 and 2017.
(Amounts in thousands) | For the Year Ended December 31, | ||||||
2018 | 2017 | ||||||
Beginning balance | $ | 40,128 | $ | 57,444 | |||
Sales | (12,621 | ) | (27,715 | ) | |||
Purchases | 9,183 | 5,786 | |||||
Realized and unrealized (losses) gains | (274 | ) | 2,519 | ||||
Other, net | 1,392 | 2,094 | |||||
Ending balance | $ | 37,808 | $ | 40,128 | |||
Fair Value Measurements on a Nonrecurring Basis
Assets measured at fair value on a nonrecurring basis on our consolidated balance sheets consist primarily of real estate assets required to be measured for impairment at December 31, 2018. There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets at December 31, 2017. The fair values of real estate assets required to be measured for impairment were determined using comparable sales activity.
(Amounts in thousands) | As of December 31, 2018 | ||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Real estate asset | $ | 14,971 | $ | — | $ | — | $ | 14,971 | |||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. | Fair Value Measurements – continued |
Financial Assets and Liabilities not Measured at Fair Value
Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government), and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments as of December 31, 2018 and 2017.
(Amounts in thousands) | As of December 31, 2018 | As of December 31, 2017 | |||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
Cash equivalents | $ | 261,981 | $ | 262,000 | $ | 1,500,227 | $ | 1,500,000 | |||||||
Debt: | |||||||||||||||
Mortgages payable | $ | 8,215,847 | $ | 8,179,000 | $ | 8,203,839 | $ | 8,194,000 | |||||||
Senior unsecured notes | 850,000 | 847,000 | 850,000 | 878,000 | |||||||||||
Unsecured term loan | 750,000 | 750,000 | 750,000 | 750,000 | |||||||||||
Unsecured revolving credit facilities | 80,000 | 80,000 | — | — | |||||||||||
Total | $ | 9,895,847 | (1) | $ | 9,856,000 | $ | 9,803,839 | (1) | $ | 9,822,000 | |||||
____________________
(1) | Excludes $59,226 and $74,352 of deferred financing costs, net and other as of December 31, 2018 and 2017 respectively. |
16. | Stock-based Compensation |
Vornado’s 2010 Omnibus Share Plan (the “Plan”) provides the Compensation Committee of Vornado’s Board of Trustees (the “Committee”) the ability to grant incentive and non-qualified Vornado stock options, restricted stock, Appreciation-Only Long-Term Incentive Plan Units ("AO LTIP Units"), restricted Operating Partnership units (the "OP Units") and out-performance plan awards (the "OPPs" to certain of our employees and officers. Under the Plan, awards may be granted up to a maximum of 6,000,000 Vornado shares, if all awards granted are Full Value Awards, as defined, and up to 12,000,000 Vornado shares, if all of the awards granted are Not Full Value Awards, as defined, plus shares in respect of awards forfeited after May 2010 that were issued pursuant to Vornado’s 2002 Omnibus Share Plan. Full Value Awards are awards of securities, such as Vornado restricted shares, that, if all vesting requirements are met, do not require the payment of an exercise price or strike price to acquire the securities. Not Full Value Awards are awards of securities, such as Vornado stock options, that do require the payment of an exercise price or strike price. This means, for example, if the Committee were to award only Vornado restricted shares, it could award up to 6,000,000 Vornado restricted shares. On the other hand, if the Committee were to award only Vornado stock options, it could award options to purchase up to 12,000,000 Vornado common shares (at the applicable exercise price). The Committee may also issue any combination of awards under the Plan, with reductions in availability of future awards made in accordance with the above limitations. As of December 31, 2018, Vornado has approximately 1,848,000 shares available for future grants under the Plan, if all awards granted are Full Value Awards, as defined.
On February 8, 2019, the Committee approved an amendment to our previously issued OP Units and Vornado restricted stock agreements which provides that the time-based vesting requirement no longer applies to participants who have reached 65 years of age. However, the right to convert such OP units and to sell such Vornado restricted stock are still subject to time-based vesting.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. | Stock-based Compensation - continued |
We account for all equity-based compensation in accordance with ASC 718. Below is a summary of our stock-based based compensation expense, a component of "general and administrative" expenses on our consolidated statements of income, during the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
OP Units | $ | 17,763 | $ | 20,630 | $ | 21,136 | |||||
OPPs | 10,689 | 10,723 | 11,055 | ||||||||
AO LTIP Units | 2,113 | — | — | ||||||||
Vornado stock options | 587 | 747 | 937 | ||||||||
Vornado restricted stock | 570 | 729 | 851 | ||||||||
$ | 31,722 | $ | 32,829 | $ | 33,979 | ||||||
Below is a summary of unrecognized compensation expense for the year ended December 31, 2018.
(Amounts in thousands) | December 31, 2018 | Weighted-Average Remaining Contractual Term | ||||
OP Units | $ | 17,930 | 1.6 | |||
OPPs | 3,798 | 1.8 | ||||
AO LTIP Units | 1,371 | 1.6 | ||||
Vornado stock options | 902 | 1.7 | ||||
Vornado restricted stock | 913 | 1.7 | ||||
$ | 24,914 | 1.6 | ||||
OPPs
OPPs are multi-year, performance-based equity compensation plans under which participants have the opportunity to earn a class of units (“OPP units”) of the Operating Partnership if, and only if, Vornado outperforms a predetermined total shareholder return (“TSR”) and/or outperform the market with respect to a relative TSR during the three-year performance period (the “Performance Period”) as described below. OPP units, if earned, become convertible into Class A units of the Operating Partnership (and ultimately into Vornado common shares) following vesting.
Awards under the 2017 OPP may be earned if Vornado (i) achieves a TSR level greater than 21% over the Performance Period (the “2017 Absolute Component”) and/or (ii) achieves a TSR above that of the SNL US Equity REIT Index over the three-year performance period (the “2017 Relative Component”).
Awards under the 2018 OPP may be earned if Vornado (i) achieves a TSR level greater than 21% over the Performance Period (the “2018 Absolute Component”, collectively with the 2017 Absolute Component, the “Absolute Components”) and/or (ii) achieves a TSR above a benchmark weighted index comprised of 70% of the SNL US Office REIT Index and 30% of the SNL US Retail Index over the Performance Period (the “2018 Relative Component”, collectively with the 2017 Relative Component, the “Relative Components”).
The value of awards under the Relative Components and Absolute Components will be calculated separately and will each be subject to an aggregate $35,000,000 maximum award cap for all participants. The two components will be added together to determine the aggregate award size, which shall also be subject to the aggregate $35,000,000 maximum award cap for all participants. In the event awards are earned under the Absolute Components, but Vornado underperforms the index by more than 200 basis points per annum over the Performance Period (600 basis points over the three years), the amount earned under the Absolute Components will be reduced (and potentially fully negated) based on the degree by which the index exceeds Vornado’s TSR. In the event 2017 awards are earned under the 2017 Relative Component, but Vornado fails to achieve a TSR of at least 3% per annum, award earned under the 2017 Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with no awards being earned in the event Vornado’s TSR during the applicable measurement period is 0% or negative. In the event 2018 awards are earned under the 2018 Relative Component, but Vornado fails to achieve a TSR of at least 3% per annum, awards earned under the 2018 Relative Component will be reduced on a ratable sliding scale based on Vornado’s absolute TSR performance, with awards earned under the Relative Component being reduced by a maximum of 50% in the event Vornado’s TSR during the applicable measurement period is 0% or negative.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. | Stock-based Compensation - continued |
OPPs - continued
If the designated performance objectives are achieved, awards under the 2017 and 2018 OPP will vest ratably in each of years three, four and five. In addition, all of Vornado’s Named Executive Officers (as defined in Vornado’s Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on April 6, 2018) are required to hold any earned and vested awards for one year following each such vesting date. Dividends on awards granted under the 2017 and 2018 OPP accrue during the Performance Period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.
Below is the summary of the OPP units granted during the years December 31, 2018, 2017 and 2016.
Plan Year | Total Plan Notional Amount | Percentage of Notional Amount Granted | Grant Date Fair Value(1) | OPP Units Earned | |||||||||
2018 | $ | 35,000,000 | 78.2 | % | $ | 10,300,000 | To be determined in 2021 | ||||||
2017 | 35,000,000 | 86.6 | % | 10,800,000 | To be determined in 2020 | ||||||||
2016 | 40,000,000 | 86.7 | % | 11,800,000 | Not earned | ||||||||
________________________________________
(1) | During the years ended December 31, 2018, 2017 and 2016, $8,040,000, $7,558,000, and $7,250,000, respectively, was immediately expensed on the respective grant date due to acceleration of vesting for employees who are retirement eligible (have reached age 65 or age 60 with at least 20 years of service). The remaining $10,052,000, in aggregate, is being amortized into expense over a 5-year period from the date of each grant, using a graded vesting attribution model. |
Vornado Stock Options
Vornado stock options are granted at an exercise price equal to the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, generally vest over 4 years and expire 10 years from the date of grant. Compensation expense related to Vornado stock option awards is recognized on a straight-line basis over the vesting period.
Below is a summary of Vornado’s stock option activity for the year ended December 31, 2018.
Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||
Outstanding at January 1, 2018 | 2,823,900 | $ | 46.62 | |||||||||
Granted | 33,897 | 72.40 | ||||||||||
Exercised | (620,157 | ) | 28.52 | |||||||||
Cancelled or expired | (7,347 | ) | 75.25 | |||||||||
Outstanding at December 31, 2018 | 2,230,293 | $ | 51.95 | 1.6 | $ | 26,464,877 | ||||||
Options vested and expected to vest at December 31, 2018 | 2,240,526 | $ | 52.13 | 1.6 | $ | 26,472,765 | ||||||
Options exercisable at December 31, 2018 | 2,162,843 | $ | 51.15 | 1.4 | $ | 26,464,877 | ||||||
The fair value of each option grant is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the years ended December 31, 2018, 2017 and 2016.
December 31, | |||||
2018 | 2017 | 2016 | |||
Expected volatility | 35% | 35% | 35% | ||
Expected life | 5.0 years | 5.0 years | 5.0 years | ||
Risk free interest rate | 2.25% | 1.95% | 1.76% | ||
Expected dividend yield | 2.9% | 3.0% | 3.2% | ||
The weighted average grant date fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was $18.42, $25.84 and $22.14 , respectively. Cash received from option exercises for the years ended December 31, 2018, 2017 and 2016 was $5,927,000, $28,253,000 and $6,825,000, respectively. The total intrinsic value of options exercised during the years ended December 31, 2018, 2017 and 2016 was $25,820,000, $9,178,000 and $5,519,000, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. Stock-based Compensation – continued
AO LTIP Units
AO LTIP Units are a class of partnership interests in the Operating Partnership that are intended to qualify as “profits interests” for federal income tax purposes and generally only allow the recipient to realize value to the extent the fair market value of a Vornado common share exceeds the threshold level set at the time the AO LTIP Units are granted, subject to any vesting conditions applicable to the award. The threshold level is intended to be equal to 100% of the then fair market value of a Vornado common share on the date of grant. The value of vested AO LTIP Units is realized through conversion of the AO LTIP Units into Class A Operating Partnership units. The number of Class A Units into which vested AO LTIP Units may be converted is determined based on the quotient of (i) the excess of the conversion value on the conversion date over the threshold value designated at the time the AO LTIP Unit was granted, divided by (ii) the conversion value on the conversion date. The “conversion value” is the value of a Vornado common share on the conversion date multiplied by the Conversion Factor as defined in the Partnership Agreement, which is currently one. AO LTIP Units have a term of 10 years from the grant date. Each holder will generally receive special income allocations in respect of an AO LTIP Unit equal to 10% (or such other percentage specified in the applicable award agreement) of the income allocated in respect of a Class A Unit. Upon conversion of AO LTIP Units to Class A Units, holders will be entitled to receive in respect of each such AO LTIP Unit, on a per unit basis, a special distribution equal to 10% (or such other percentage specified in the applicable award agreement) of the distributions received by a holder of an equivalent number of Class A Units during the period from the grant date of the AO LTIP Units through the date of conversion.
Below is a summary of AO LTIP Units activity for the year ended December 31, 2018.
Units | Weighted-Average Grant-Date Fair Value | ||||||
Granted at January 12, 2018 | 185,046 | $ | 72.40 | ||||
Cancelled or expired | (6,200 | ) | 72.40 | ||||
Outstanding at December 31, 2018 | 178,846 | 72.40 | |||||
AO LTIP Units granted during the year ended December 31, 2018 had a fair value of $3,484,000. The fair value of each AO LTIP Units granted is estimated on the date of grant using an option-pricing model with the following weighted-average assumptions for grants in the year ended December 31, 2018.
December 31, 2018 | |
Expected volatility | 35% |
Expected life | 5.0 years |
Risk free interest rate | 2.25% |
Expected dividend yield | 2.9% |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. | Stock-based Compensation – continued |
OP Units
OP Units are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant, vest ratably over four years and are subject to a taxable book-up event, as defined. Compensation expense related to OP Units is recognized ratably over the vesting period using a graded vesting attribution model. Distributions paid on unvested OP Units are charged to “net income attributable to noncontrolling interests in the Operating Partnership” on Vornado’s consolidated statements of income and to “preferred unit distributions” on the Operating Partnership’s consolidated statements of income and amounted to $2,559,000, $2,310,000 and $1,968,000 in the years ended December 31, 2018, 2017 and 2016, respectively.
Below is a summary of restricted OP unit activity for the year ended December 31, 2018.
Unvested Units | Units | Weighted-Average Grant-Date Fair Value | |||||
Unvested at January 1, 2018 | 628,962 | $ | 76.13 | ||||
Granted | 267,203 | 65.36 | |||||
Vested | (246,670 | ) | 73.12 | ||||
Cancelled or expired | (7,651 | ) | 76.62 | ||||
Unvested at December 31, 2018 | 641,844 | 72.79 | |||||
OP Units granted in 2018, 2017 and 2016 had a fair value of $17,463,000, $24,927,000 and $18,492,000, respectively. The fair value of OP Units that vested during the years ended December 31, 2018, 2017 and 2016 was $18,037,000, $20,903,000 and $22,701,000, respectively.
Vornado Restricted Stock
Vornado restricted stock awards are granted at the average of the high and low market price of Vornado’s common shares on the NYSE on the date of grant and generally vest over four years. Compensation expense related to Vornado’s restricted stock awards is recognized on a straight-line basis over the vesting period. Dividends paid on unvested Vornado restricted stock are charged directly to retained earnings and amounted to $44,000, $46,000 and $56,000 for the years ended December 31, 2018, 2017 and 2016, respectively.
Below is a summary of Vornado’s restricted stock activity for the year ended December 31, 2018.
Unvested Shares | Shares | Weighted-Average Grant-Date Fair Value | |||||
Unvested at January 1, 2018 | 14,845 | $ | 81.05 | ||||
Granted | 8,602 | 72.40 | |||||
Vested | (6,247 | ) | 78.75 | ||||
Cancelled or expired | (514 | ) | 78.38 | ||||
Unvested at December 31, 2018 | 16,686 | 77.54 | |||||
Vornado restricted stock awards granted in 2018, 2017 and 2016 had a fair value of $623,000, $601,000 and $927,000, respectively. The fair value of restricted stock that vested during the years ended December 31, 2018, 2017 and 2016 was $492,000, $645,000 and $641,000, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. | Interest and Other Investment Income, Net |
The following table sets forth the details of our interest and other investment income, net:
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
(Decrease) increase in fair value of marketable securities: | |||||||||||
Lexington Realty Trust | $ | (26,596 | ) | $ | — | $ | — | ||||
Other | 143 | — | — | ||||||||
(26,453 | ) | — | — | ||||||||
Interest on cash and cash equivalents and restricted cash | 15,827 | 8,171 | 3,622 | ||||||||
Dividends on marketable securities | 13,339 | 13,276 | 13,135 | ||||||||
Interest on loans receivable(1) | 10,298 | 4,352 | 3,890 | ||||||||
Other, net | 4,046 | 5,062 | 3,688 | ||||||||
$ | 17,057 | $ | 30,861 | $ | 24,335 | ||||||
________________________________________
(1) | Includes $6,707 of profit participation in connection with an investment in a mezzanine loan which was previously repaid to us for the year ended December 31, 2018. |
18. | Interest and Debt Expense |
The following table sets forth the details of interest and debt expense.
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Interest expense | $ | 389,136 | $ | 359,819 | $ | 328,398 | |||||
Amortization of deferred financing costs | 31,979 | 34,066 | 32,185 | ||||||||
Capitalized interest and debt expense | (73,166 | ) | (48,231 | ) | (30,343 | ) | |||||
$ | 347,949 | $ | 345,654 | $ | 330,240 | ||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. | Income Per Share/Income Per Class A Unit |
Vornado Realty Trust
The following table provides a reconciliation of both net income attributable to Vornado and the number of common shares used in the computation of (i) basic income per common share - which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares, and (ii) diluted income per common share - which includes the weighted average common shares and dilutive share equivalents. Dilutive share equivalents may include our Series A convertible preferred shares, employee stock options, restricted stock awards, OP Units, AO LTIP Units and OPPs.
(Amounts in thousands, except per share amounts) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Numerator: | |||||||||||
Income from continuing operations, net of income attributable to noncontrolling interests | $ | 449,356 | $ | 239,824 | $ | 526,686 | |||||
Income (loss) from discontinued operations, net of income attributable to noncontrolling interests | 598 | (12,408 | ) | 380,231 | |||||||
Net income attributable to Vornado | 449,954 | 227,416 | 906,917 | ||||||||
Preferred share dividends | (50,636 | ) | (65,399 | ) | (75,903 | ) | |||||
Preferred share issuance costs | (14,486 | ) | — | (7,408 | ) | ||||||
Net income attributable to common shareholders | 384,832 | 162,017 | 823,606 | ||||||||
Earnings allocated to unvested participating securities | (44 | ) | (46 | ) | (96 | ) | |||||
Numerator for basic income per share | 384,788 | 161,971 | 823,510 | ||||||||
Impact of assumed conversions: | |||||||||||
Earnings allocated to Out-Performance Plan units | 174 | 230 | 806 | ||||||||
Convertible preferred share dividends | 62 | — | 86 | ||||||||
Numerator for diluted income per share | $ | 385,024 | $ | 162,201 | $ | 824,402 | |||||
Denominator: | |||||||||||
Denominator for basic income per share – weighted average shares | 190,219 | 189,526 | 188,837 | ||||||||
Effect of dilutive securities (1): | |||||||||||
Employee stock options and restricted share awards | 933 | 1,448 | 1,064 | ||||||||
Out-Performance Plan units | 101 | 284 | 230 | ||||||||
Convertible preferred shares | 37 | — | 42 | ||||||||
Denominator for diluted income per share – weighted average shares and assumed conversions | 191,290 | 191,258 | 190,173 | ||||||||
INCOME PER COMMON SHARE – BASIC: | |||||||||||
Income from continuing operations, net | $ | 2.02 | $ | 0.92 | $ | 2.35 | |||||
Income (loss) from discontinued operations, net | — | (0.07 | ) | 2.01 | |||||||
Net income per common share | $ | 2.02 | $ | 0.85 | $ | 4.36 | |||||
INCOME PER COMMON SHARE – DILUTED: | |||||||||||
Income from continuing operations, net | $ | 2.01 | $ | 0.91 | $ | 2.34 | |||||
Income (loss) from discontinued operations, net | — | (0.06 | ) | 2.00 | |||||||
Net income per common share | $ | 2.01 | $ | 0.85 | $ | 4.34 | |||||
________________________________________
(1) | The effect of dilutive securities in the years ended December 31, 2018, 2017 and 2016 excludes an aggregate of 12,232, 12,165 and 12,022 weighted average common share equivalents, respectively, as their effect was anti-dilutive. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. | Income Per Share/Income Per Class A Unit – continued |
Vornado Realty L.P.
The following table provides a reconciliation of both net income attributable to Vornado Realty L.P. and the number of Class A units used in the computation of (i) basic income per Class A unit - which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units, and (ii) diluted income per Class A unit - which includes the weighted average Class A units and dilutive unit equivalents. Dilutive unit equivalents may include our Series A convertible preferred units, Vornado stock options, Vornado restricted stock awards, OP Units, AO LTIP Units and OPPs.
(Amounts in thousands, except per unit amounts) | Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Numerator: | |||||||||||
Income from continuing operations, net of income attributable to noncontrolling interests | $ | 474,988 | $ | 251,554 | $ | 555,659 | |||||
Income (loss) from discontinued operations | 638 | (13,228 | ) | 404,912 | |||||||
Net income attributable to Vornado Realty L.P. | 475,626 | 238,326 | 960,571 | ||||||||
Preferred unit distributions | (50,830 | ) | (65,593 | ) | (76,097 | ) | |||||
Preferred unit issuance costs | (14,486 | ) | — | (7,408 | ) | ||||||
Net income attributable to Class A unitholders | 410,310 | 172,733 | 877,066 | ||||||||
Earnings allocated to unvested participating securities | (2,973 | ) | (3,232 | ) | (4,177 | ) | |||||
Numerator for basic income per Class A unit | 407,337 | 169,501 | 872,889 | ||||||||
Impact of assumed conversions: | |||||||||||
Convertible preferred unit distributions | 62 | — | 86 | ||||||||
Numerator for diluted income per Class A unit | $ | 407,399 | $ | 169,501 | $ | 872,975 | |||||
Denominator: | |||||||||||
Denominator for basic income per Class A unit – weighted average units | 202,068 | 201,214 | 200,350 | ||||||||
Effect of dilutive securities (1): | |||||||||||
Vornado stock options and restricted unit awards | 1,307 | 2,086 | 1,625 | ||||||||
Convertible preferred units | 37 | — | 42 | ||||||||
Denominator for diluted income per Class A unit – weighted average units and assumed conversions | 203,412 | 203,300 | 202,017 | ||||||||
INCOME PER CLASS A UNIT – BASIC: | |||||||||||
Income from continuing operations, net | $ | 2.01 | $ | 0.91 | $ | 2.34 | |||||
Income (loss) from discontinued operations, net | 0.01 | (0.07 | ) | 2.02 | |||||||
Net income per Class A unit | 2.02 | 0.84 | 4.36 | ||||||||
INCOME PER CLASS A UNIT – DILUTED: | |||||||||||
Income from continuing operations, net | $ | 2.00 | $ | 0.90 | $ | 2.32 | |||||
Income (loss) from discontinued operations, net | — | (0.07 | ) | 2.00 | |||||||
Net income per Class A unit | $ | 2.00 | $ | 0.83 | $ | 4.32 | |||||
________________________________________
(1) | The effect of dilutive securities in the years ended December 31, 2018, 2017 and 2016 excludes an aggregate of 110, 124 and 178 weighted average Class A unit equivalents, respectively, as their effect was anti-dilutive. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
20. | Leases |
As lessor:
We lease space to tenants under operating leases. Most of the leases provide for the payment of fixed base rentals payable monthly in advance. Office building leases generally require the tenants to reimburse us for operating costs and real estate taxes above their base year costs. Certain leases provide for pass-through to tenants for the tenant’s share of real estate taxes, insurance and maintenance. Certain leases also provide for the payment by the lessee of additional rent based on a percentage of the tenants’ sales. As of December 31, 2018, future base rental revenue under non-cancelable operating leases, excluding rents for leases with an original term of less than one year and rents resulting from the exercise of renewal options, are as follows:
(Amounts in thousands) | |||||
Year Ending 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 | ||||
These amounts do not include percentage rentals based on tenants’ sales. These percentage rents approximated $4,746,000, $4,062,000 and $3,590,000, for the years ended December 31, 2018, 2017 and 2016, respectively.
None of our tenants accounted for more than 10% of total revenues in any of the years ended December 31, 2018, 2017 and 2016.
As lessee:
We are a tenant under operating leases for certain properties. These leases have terms that expire during the next ninety-nine years. Future minimum lease payments under operating leases at December 31, 2018 are as follows:
(Amounts in thousands) | |||||
Year Ending December 31: | |||||
2019 | $ | 46,147 | |||
2020 | 45,258 | ||||
2021 | 42,600 | ||||
2022 | 43,840 | ||||
2023 | 44,747 | ||||
Thereafter | 1,612,627 | ||||
Rent expense, a component of “operating" expenses on our consolidated statements of income, was $41,063,000, $40,219,000 and $40,170,000 for the years ended December 31, 2018, 2017 and 2016, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. | Multiemployer Benefit Plans |
Our subsidiaries make contributions to certain multiemployer defined benefit plans (“Multiemployer Pension Plans”) and health plans (“Multiemployer Health Plans”) for our union represented employees, pursuant to the respective collective bargaining agreements.
Multiemployer Pension Plans
Multiemployer Pension Plans differ from single-employer pension plans in that (i) contributions to multiemployer plans may be used to provide benefits to employees of other participating employers and (ii) if other participating employers fail to make their contributions, each of our participating subsidiaries may be required to bear its then pro rata share of unfunded obligations. If a participating subsidiary withdraws from a plan in which it participates, it may be subject to a withdrawal liability. As of December 31, 2018, our subsidiaries’ participation in these plans was not significant to our consolidated financial statements.
In the years ended December 31, 2018, 2017 and 2016, we contributed $10,377,000, $10,113,000 and $9,479,000, respectively, towards Multiemployer Pension Plans, which is included as a component of “operating” expenses on our consolidated statements of income. Our subsidiaries’ contributions did not represent more than 5% of total employer contributions in any of these plans for the years ended December 31, 2018, 2017 and 2016.
Multiemployer Health Plans
Multiemployer Health Plans in which our subsidiaries participate provide health benefits to eligible active and retired employees. In the years ended December 31, 2018, 2017 and 2016, our subsidiaries contributed $30,354,000, $29,549,000 and $32,998,000, respectively, towards these plans, which is included as a component of “operating” expenses on our consolidated statements of income.
22. | Commitments and Contingencies |
Insurance
We maintain general liability insurance with limits of $300,000,000 per occurrence and per property, and all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake. Our California properties have earthquake insurance with coverage of $260,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for terrorism acts with limits of $4.0 billion per occurrence and in the aggregate, and $2.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by Terrorism Risk Insurance Program Reauthorization Act of 2015, which expires in December 2020.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,453,000 and 19% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
22. | Commitments and Contingencies – continued |
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.
Our mortgage loans are non-recourse to us, except for the mortgage loan secured by 7 West 34th Street, which we guaranteed and therefore is part of our tax basis. In certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of December 31, 2018, the aggregate dollar amount of these guarantees and master leases is approximately $660,000,000.
As of December 31, 2018, $13,337,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.
A joint venture in which we own a 95.0% ownership interest was designated by ESD, an entity of New York State, to develop the Farley Office and Retail Building (see Note 4 - Acquisitions). The joint venture entered into a development agreement with ESD and a design-build contract with Skanska Moynihan Train Hall Builders. Under the development agreement with ESD, the joint venture is obligated to build the Moynihan Train Hall, with Vornado and Related each guaranteeing the joint venture’s obligations. Under the design-build agreement, Skanska Moynihan Train Hall Builders is obligated to fulfill all of the joint venture’s obligations. The obligations of Skanska Moynihan Train Hall Builders have been bonded by Skanska USA and bear a full guaranty from Skanska AB.
As of December 31, 2018, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $18,000,000.
As of December 31, 2018, we have construction commitments aggregating approximately $404,000,000.
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VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. | Related Party Transactions |
Alexander’s, Inc.
We own 32.4% of Alexander’s. Steven Roth, the Chairman of Vornado’s Board of Trustee’s and its Chief Executive Officer, is also the Chairman of the Board of Directors and Chief Executive Officer of Alexander’s. We provide various services to Alexander’s in accordance with management, development and leasing agreements. These agreements are described in Note 7 - Investments in Partially Owned Entities.
Interstate Properties (“Interstate”)
Interstate is a general partnership in which Mr. Roth is the managing general partner. David Mandelbaum and Russell B. Wight, Jr., Trustees of Vornado and Directors of Alexander’s, respectively, are Interstate’s two other general partners. As of December 31, 2018, Interstate and its partners beneficially owned an aggregate of approximately 7.1% of the common shares of beneficial interest of Vornado and 26.2% of Alexander’s common stock.
We manage and lease the real estate assets of Interstate pursuant to a management agreement for which we receive an annual fee equal to 4% of annual base rent and percentage rent. The management agreement has a term of one year and is automatically renewable unless terminated by either of the parties on 60 days’ notice at the end of the term. We believe, based upon comparable fees charged by other real estate companies, that the management agreement terms are fair to us. We earned $453,000, $501,000, and $521,000 of management fees under the agreement for the years ended December 31, 2018, 2017 and 2016, respectively.
Urban Edge Properties
We own 4.5% of UE. In 2018, 2017 and 2016, we provided UE with information technology support. UE is providing us with leasing and property management services for (i) certain small retail properties that we plan to sell and (ii) our affiliate, Alexander's, Rego retail assets. Fees paid to UE for servicing the retail assets of Alexander’s are similar to the fees that we are receiving from Alexander’s.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
24. | Summary of Quarterly Results (Unaudited) |
Vornado Realty Trust
The following summary represents the results of operations for each quarter in 2018 and 2017:
(Amounts in thousands, except per share amounts) | Net Income (Loss) Attributable to Common Shareholders (1) | Net Income (Loss) Per Common Share (2) | |||||||||||||
Revenues | Basic | Diluted | |||||||||||||
2018 | |||||||||||||||
December 31 | $ | 543,417 | $ | 100,494 | $ | 0.53 | $ | 0.53 | |||||||
September 30 | 542,048 | 190,645 | 1.00 | 1.00 | |||||||||||
June 30 | 541,818 | 111,534 | 0.59 | 0.58 | |||||||||||
March 31 | 536,437 | (17,841 | ) | (0.09 | ) | (0.09 | ) | ||||||||
2017 | |||||||||||||||
December 31 | $ | 536,226 | $ | 27,319 | $ | 0.14 | $ | 0.14 | |||||||
September 30 | 528,755 | (29,026 | ) | (0.15 | ) | (0.15 | ) | ||||||||
June 30 | 511,087 | 115,972 | 0.61 | 0.61 | |||||||||||
March 31 | 508,058 | 47,752 | 0.25 | 0.25 | |||||||||||
____________________
(1) | Fluctuations among quarters resulted primarily from non-cash impairment losses, net gains on extinguishment of debt, net gains on sale of real estate and other items and from seasonality of business operations. |
(2) | The total for the year may differ from the sum of the quarters as a result of weighting. |
Vornado Realty L.P.
The following summary represents the results of operations for each quarter in 2018 and 2017:
(Amounts in thousands, except per unit amounts) | Net Income (Loss) Attributable to Class A Unitholders (1) | Net Income (Loss) Per Class A Unit (2) | |||||||||||||
Revenues | Basic | Diluted | |||||||||||||
2018 | |||||||||||||||
December 31 | $ | 543,417 | $ | 107,125 | $ | 0.53 | $ | 0.52 | |||||||
September 30 | 542,048 | 203,268 | 1.00 | 0.99 | |||||||||||
June 30 | 541,818 | 118,931 | 0.58 | 0.58 | |||||||||||
March 31 | 536,437 | (19,014 | ) | (0.10 | ) | (0.10 | ) | ||||||||
2017 | |||||||||||||||
December 31 | $ | 536,226 | $ | 29,123 | $ | 0.14 | $ | 0.14 | |||||||
September 30 | 528,755 | (30,952 | ) | (0.16 | ) | (0.16 | ) | ||||||||
June 30 | 511,087 | 123,630 | 0.61 | 0.61 | |||||||||||
March 31 | 508,058 | 50,932 | 0.25 | 0.25 | |||||||||||
____________________
(1) | Fluctuations among quarters resulted primarily from non-cash impairment losses, net gains on extinguishment of debt, net gains on sale of real estate and other items and from seasonality of business operations. |
(2) | The total for the year may differ from the sum of the quarters as a result of weighting. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
25. Segment Information
Net Operating Income ("NOI") represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.
Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, | ||||||||||
2018 | 2017 | 2016 | |||||||||
Net income | $ | 422,603 | $ | 264,128 | $ | 981,922 | |||||
Deduct: | |||||||||||
Income from partially owned entities | (9,149 | ) | (15,200 | ) | (168,948 | ) | |||||
Loss (income) from real estate fund investments | 89,231 | (3,240 | ) | 23,602 | |||||||
Interest and other investment income, net | (17,057 | ) | (30,861 | ) | (24,335 | ) | |||||
Net gains on disposition of wholly owned and partially owned assets | (246,031 | ) | (501 | ) | (160,433 | ) | |||||
Purchase price fair value adjustment | (44,060 | ) | — | — | |||||||
(Income) loss from discontinued operations | (638 | ) | 13,228 | (404,912 | ) | ||||||
NOI attributable to noncontrolling interests in consolidated subsidiaries | (71,186 | ) | (65,311 | ) | (66,182 | ) | |||||
Add: | |||||||||||
Depreciation and amortization expense | 446,570 | 429,389 | 421,023 | ||||||||
General and administrative expense | 141,871 | 150,782 | 143,643 | ||||||||
Transaction related costs, impairment loss and other | 31,320 | 1,776 | 9,451 | ||||||||
NOI from partially owned entities | 253,564 | 269,164 | 271,114 | ||||||||
Interest and debt expense | 347,949 | 345,654 | 330,240 | ||||||||
Income tax expense | 37,633 | 42,375 | 7,923 | ||||||||
NOI at share | 1,382,620 | 1,401,383 | 1,364,108 | ||||||||
Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (44,704 | ) | (86,842 | ) | (170,477 | ) | |||||
NOI at share - cash basis | $ | 1,337,916 | $ | 1,314,541 | $ | 1,193,631 | |||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
25. Segment Information - continued
Below is a summary of NOI at share and selected balance sheet data by segment for the years ended December 31, 2018, 2017 and 2016.
(Amounts in thousands) | For the Year Ended December 31, 2018 | ||||||||||
Total | New York | Other | |||||||||
Total revenues | $ | 2,163,720 | $ | 1,836,036 | $ | 327,684 | |||||
Operating expenses | 963,478 | 806,464 | 157,014 | ||||||||
NOI - consolidated | 1,200,242 | 1,029,572 | 170,670 | ||||||||
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (71,186 | ) | (48,490 | ) | (22,696 | ) | |||||
Add: Our share of NOI from partially owned entities | 253,564 | 195,908 | 57,656 | ||||||||
NOI at share | 1,382,620 | 1,176,990 | 205,630 | ||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (44,704 | ) | (45,427 | ) | 723 | ||||||
NOI at share - cash basis | $ | 1,337,916 | $ | 1,131,563 | $ | 206,353 | |||||
Balance Sheet Data: | |||||||||||
Real estate, at cost | $ | 16,237,883 | $ | 12,351,943 | $ | 3,885,940 | |||||
Investments in partially owned entities | 858,113 | 719,456 | 138,657 | ||||||||
Total assets | 17,180,794 | 14,628,712 | 2,552,082 | ||||||||
(Amounts in thousands) | For the Year Ended December 31, 2017 | ||||||||||
Total | New York | Other | |||||||||
Total revenues | $ | 2,084,126 | $ | 1,779,307 | $ | 304,819 | |||||
Operating expenses | 886,596 | 756,670 | 129,926 | ||||||||
NOI - consolidated | 1,197,530 | 1,022,637 | 174,893 | ||||||||
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (65,311 | ) | (45,899 | ) | (19,412 | ) | |||||
Add: Our share of NOI from partially owned entities | 269,164 | 189,327 | 79,837 | ||||||||
NOI at share | 1,401,383 | 1,166,065 | 235,318 | ||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (86,842 | ) | (79,202 | ) | (7,640 | ) | |||||
NOI at share - cash basis | $ | 1,314,541 | $ | 1,086,863 | $ | 227,678 | |||||
Balance Sheet Data: | |||||||||||
Real estate, at cost | $ | 14,756,295 | $ | 11,025,092 | $ | 3,731,203 | |||||
Investments in partially owned entities | 1,056,829 | 861,430 | 195,399 | ||||||||
Total assets | 17,397,934 | 13,780,817 | 3,617,117 | ||||||||
(Amounts in thousands) | For the Year Ended December 31, 2016 | ||||||||||
Total | New York | Other | |||||||||
Total revenues | $ | 2,003,742 | $ | 1,713,374 | $ | 290,368 | |||||
Operating expenses | 844,566 | 716,754 | 127,812 | ||||||||
NOI - consolidated | 1,159,176 | 996,620 | 162,556 | ||||||||
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries | (66,182 | ) | (47,480 | ) | (18,702 | ) | |||||
Add: Our share of NOI from partially owned entities | 271,114 | 159,386 | 111,728 | ||||||||
NOI at share | 1,364,108 | 1,108,526 | 255,582 | ||||||||
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other | (170,477 | ) | (143,239 | ) | (27,238 | ) | |||||
NOI at share - cash basis | $ | 1,193,631 | $ | 965,287 | $ | 228,344 | |||||
158
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
ITEM 9A. CONTROLS AND PROCEDURES
Vornado Realty Trust
Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15 (e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management of Vornado Realty Trust, together with its consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
As of December 31, 2018, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2018 was effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and our trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2018.
159
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Trustees
Vornado Realty Trust
New York, New York
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Vornado Realty Trust and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our report dated February 11, 2019, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 11, 2019
160
ITEM 9A. - CONTINUED
Vornado Realty L.P.
Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15 (e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the fourth quarter of the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management of Vornado Realty Trust, sole general partner of Vornado Realty L.P., together with Vornado Realty L.P.’s consolidated subsidiaries (the “Company”), is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of Vornado’s principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
As of December 31, 2018, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2018 was effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and Vornado’s trustees; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing on the following page, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2018.
161
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Vornado Realty L.P.
New York, New York
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Vornado Realty L.P. and subsidiaries (the “Partnership”) as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Partnership and our report dated February 11, 2019, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 11, 2019
162
ITEM 9B. | OTHER INFORMATION |
None.
PART III
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Information relating to trustees of Vornado, the Operating Partnership’s sole general partner, including its audit committee and audit committee financial expert, will be contained in Vornado’s definitive Proxy Statement involving the election of Vornado’s trustees which Vornado will file with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 not later than 120 days after December 31, 2018, and such information is incorporated herein by reference. Also incorporated herein by reference is the information under the caption “16(a) Beneficial Ownership Reporting Compliance” of the Proxy Statement.
The following is a list of the names, ages, principal occupations and positions with Vornado of the executive officers of Vornado and the positions held by such officers during the past five years. All executive officers of Vornado have terms of office that run until the next succeeding meeting of the Board of Trustees of Vornado following the Annual Meeting of Vornado’s Shareholders unless they are removed sooner by Vornado’s Board.
Name | Age | PRINCIPAL OCCUPATION, POSITION AND OFFICE (Current and during past five years with Vornado unless otherwise stated) | ||
Steven Roth | 77 | Chairman of the Board; Chief Executive Officer since April 2013 and from May 1989 to May 2009; Managing General Partner of Interstate Properties, an owner of shopping centers and an investor in securities and partnerships; Chief Executive Officer of Alexander’s, Inc. since March 1995, a Director since 1989, and Chairman since May 2004. | ||
David R. Greenbaum | 67 | President of the New York Division since April 1997 (date of our acquisition); President of Mendik Realty (the predecessor to the New York Office division) from 1990 until April 1997. | ||
Michael J. Franco | 50 | Executive Vice President - Chief Investment Officer since April 2015; Executive Vice President - Head of Acquisitions and Capital Markets since November 2010; Managing Director (2003-2010) and Executive Director (2001-2003) of the Real Estate Investing Group of Morgan Stanley. | ||
Joseph Macnow | 73 | Executive Vice President - Chief Financial Officer and Chief Administrative Officer since February 2017; Executive Vice President - Finance and Chief Administrative Officer from June 2013 to February 2017; Executive Vice President - Finance and Administration from January 1998 to June 2013, and Chief Financial Officer from March 2001 to June 2013; Treasurer since May 2017, and Executive Vice President and Chief Financial Officer from August 1995 to April 2017 of Alexander's Inc. | ||
Vornado, the Operating Partnership’s sole general partner, has adopted a Code of Business Conduct and Ethics that applies to, among others, the above executive officers, and its principal accounting officer, Matthew Iocco, Vornado's Executive Vice President - Chief Accounting Officer. Mr. Iocco, 48 years of age, has been the Executive Vice President - Chief Accounting Officer of Vornado since May 2015 and Chief Financial Officer of Alexanders, Inc. since April 2017. From May 2012 to May 2015, Mr. Iocco was the Senior Vice President - Chief Accounting Officer of Vornado. This Code is available on Vornado’s website at www.vno.com.
163
ITEM 11. | EXECUTIVE COMPENSATION |
Information relating to Vornado’s executive officer and trustee compensation will be contained in Vornado’s Proxy Statement referred to above in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Information relating to security ownership of certain beneficial owners and management and related stockholder matters will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.
Equity compensation plan information
The following table provides information as of December 31, 2018 regarding Vornado’s equity compensation plans.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the second column) | ||||||||
Equity compensation plans approved by security holders | 4,567,784 | (1) | $ | 51.95 | 1,847,679 | (2) | |||||
Equity compensation awards not approved by security holders | — | — | — | ||||||||
Total | 4,567,784 | $ | 51.95 | 1,847,679 | |||||||
________________________________________
(1) | Includes an aggregate of 2,337,491 shares/units, comprised of (i) 16,686 restricted Vornado common shares, (ii) 641,844 restricted Operating Partnership units, (iii) 178,846 Appreciation-Only Long-Term Incentive Plan units and (iv) 1,500,115 Out-Performance Plan units, which do not have an exercise price. |
(2) | Based on awards being granted as "Full Value Awards," as defined. If we were to grant "Not Full Value Awards," as defined, the number of securities available for future grants would be 3,695,358. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Information relating to certain relationships and related transactions, and director independence will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” and such information is incorporated herein by reference.
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Information relating to principal accounting fees and services will be contained in Vornado’s Proxy Statement referred to in Item 10, “Directors, Executive Officers and Corporate Governance,” under the caption “Ratification of The Appointment of Independent Accounting Firm” and such information is incorporated herein by reference.
164
PART IV
Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) | The following documents are filed as part of this report: |
1. | The consolidated financial statements are set forth in Item 8 of this Annual Report on Form 10-K. |
The following financial statement schedules should be read in conjunction with the financial statements included in Item 8 of this Annual Report on Form 10-K.
Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated financial statements or the notes thereto.
165
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
December 31, 2018
(Amounts in Thousands)
Column A | Column B | Column C | Column D | Column E | ||||||||||||
Description | Balance at Beginning of Year | Additions Charged Against Operations | Uncollectible Accounts Written-off | Balance at End of Year | ||||||||||||
Year Ended December 31, 2018 | ||||||||||||||||
Allowance for doubtful accounts | $ | 6,480 | $ | 1,910 | $ | (2,592 | ) | $ | 5,798 | |||||||
Year Ended December 31, 2017 | ||||||||||||||||
Allowance for doubtful accounts | $ | 8,621 | $ | 26 | $ | (2,167 | ) | $ | 6,480 | |||||||
Year Ended December 31, 2016 | ||||||||||||||||
Allowance for doubtful accounts | $ | 10,075 | $ | 1,827 | $ | (3,281 | ) | $ | 8,621 | |||||||
166
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | COLUMN F | COLUMN G | COLUMN H | COLUMN I | ||||||||||||||||||||||||||
Encumbrances (2) | Initial cost to company (1) | Costs capitalized subsequent to acquisition | Gross amount at which carried at close of period | Accumulated depreciation and amortization | Date of construction (4) | Date acquired | Life on which depreciation in latest income statement is computed | |||||||||||||||||||||||||||
Land | Buildings and improvements | Land | Buildings and improvements | Total (3) | ||||||||||||||||||||||||||||||
New York | ||||||||||||||||||||||||||||||||||
Manhattan | ||||||||||||||||||||||||||||||||||
1290 Avenue of the Americas | $ | 950,000 | $ | 515,539 | $ | 923,653 | $ | 231,245 | $ | 515,539 | $ | 1,154,898 | $ | 1,670,437 | $ | 336,807 | 1963 | 2007 | (5) | |||||||||||||||
697-703 Fifth Avenue | 450,000 | 152,825 | 584,230 | 566 | 152,825 | 584,796 | 737,621 | 61,014 | 2014 | (5) | ||||||||||||||||||||||||
350 Park Avenue | 400,000 | 265,889 | 363,381 | 50,265 | 265,889 | 413,646 | 679,535 | 130,828 | 1960 | 2006 | (5) | |||||||||||||||||||||||
666 Fifth Avenue (Retail Condo) | 390,000 | 189,005 | 471,072 | — | 189,005 | 471,072 | 660,077 | 73,059 | 2012 | (5) | ||||||||||||||||||||||||
PENN1 | — | — | 412,169 | 257,803 | — | 669,972 | 669,972 | 300,399 | 1972 | 1998 | (5) | |||||||||||||||||||||||
100 West 33rd Street | 398,402 | 242,776 | 247,970 | 35,200 | 242,776 | 283,170 | 525,946 | 88,054 | 1911 | 2007 | (5) | |||||||||||||||||||||||
1535 Broadway | — | 130,433 | 322,581 | 161,766 | 130,439 | 484,341 | 614,780 | 36,439 | 2012 | (5) | ||||||||||||||||||||||||
150 West 34th Street | 205,000 | 119,657 | 268,509 | — | 119,657 | 268,509 | 388,166 | 24,054 | 1900 | 2015 | (5) | |||||||||||||||||||||||
1540 Broadway | — | 105,914 | 214,208 | 28,868 | 105,914 | 243,076 | 348,990 | 61,252 | 2006 | (5) | ||||||||||||||||||||||||
655 Fifth Avenue | 140,000 | 102,594 | 231,903 | — | 102,594 | 231,903 | 334,497 | 30,681 | 2013 | (5) | ||||||||||||||||||||||||
PENN2 | 575,000 | 53,615 | 164,903 | 119,920 | 52,689 | 285,749 | 338,438 | 161,909 | 1968 | 1997 | (5) | |||||||||||||||||||||||
90 Park Avenue | — | 8,000 | 175,890 | 183,882 | 8,000 | 359,772 | 367,772 | 128,983 | 1964 | 1997 | (5) | |||||||||||||||||||||||
Manhattan Mall | 181,598 | 88,595 | 113,473 | 71,596 | 88,595 | 185,069 | 273,664 | 65,646 | 2009 | 2007 | (5) | |||||||||||||||||||||||
770 Broadway | 700,000 | 52,898 | 95,686 | 135,290 | 52,898 | 230,976 | 283,874 | 93,238 | 1907 | 1998 | (5) | |||||||||||||||||||||||
888 Seventh Avenue | 375,000 | — | 117,269 | 142,980 | — | 260,249 | 260,249 | 122,204 | 1980 | 1998 | (5) | |||||||||||||||||||||||
PENN11 | 450,000 | 40,333 | 85,259 | 110,281 | 40,333 | 195,540 | 235,873 | 79,373 | 1923 | 1997 | (5) | |||||||||||||||||||||||
640 Fifth Avenue | — | 38,224 | 25,992 | 160,092 | 38,224 | 186,084 | 224,308 | 61,374 | 1950 | 1997 | (5) | |||||||||||||||||||||||
909 Third Avenue | 350,000 | — | 120,723 | 107,457 | — | 228,180 | 228,180 | 98,992 | 1969 | 1999 | (5) | |||||||||||||||||||||||
150 East 58th Street | — | 39,303 | 80,216 | 47,732 | 39,303 | 127,948 | 167,251 | 60,078 | 1969 | 1998 | (5) | |||||||||||||||||||||||
595 Madison Avenue | — | 62,731 | 62,888 | 40,335 | 62,731 | 103,223 | 165,954 | 41,920 | 1968 | 1999 | (5) | |||||||||||||||||||||||
330 West 34th Street | — | — | 8,599 | 145,486 | — | 154,085 | 154,085 | 30,432 | 1925 | 1998 | (5) | |||||||||||||||||||||||
828-850 Madison Avenue | — | 107,937 | 28,261 | 2,115 | 107,937 | 30,376 | 138,313 | 9,658 | 2005 | (5) | ||||||||||||||||||||||||
33-00 Northern Boulevard | 100,000 | 46,505 | 86,226 | 7,518 | 46,505 | 93,744 | 140,249 | 9,831 | 1915 | 2015 | (5) | |||||||||||||||||||||||
715 Lexington Avenue | — | — | 26,903 | 63,249 | 63,000 | 27,152 | 90,152 | 9,346 | 1923 | 2001 | (5) | |||||||||||||||||||||||
478-486 Broadway | — | 30,000 | 20,063 | 36,107 | 30,000 | 56,170 | 86,170 | 13,790 | 2009 | 2007 | (5) | |||||||||||||||||||||||
4 Union Square South | 120,000 | 24,079 | 55,220 | 3,037 | 24,079 | 58,257 | 82,336 | 21,022 | 1965/2004 | 1993 | (5) | |||||||||||||||||||||||
Farley Office and Retail Building | 257,941 | — | 476,235 | 33,988 | — | 510,223 | 510,223 | — | 1912 | 2018 | (5) | |||||||||||||||||||||||
Moynihan Train Hall | — | — | 346,926 | 98,767 | — | 445,693 | 445,693 | — | 1912 | 2018 | (5) | |||||||||||||||||||||||
260 Eleventh Avenue | — | — | 80,482 | 1,966 | — | 82,448 | 82,448 | 7,734 | 1911 | 2015 | (5) | |||||||||||||||||||||||
510 Fifth Avenue | — | 34,602 | 18,728 | 35,545 | 48,403 | 40,472 | 88,875 | 9,616 | 2010 | (5) | ||||||||||||||||||||||||
606 Broadway | 51,290 | 45,406 | 8,993 | 39,821 | — | 94,220 | 94,220 | — | 2016 | (5) | ||||||||||||||||||||||||
40 Fulton Street | — | 15,732 | 26,388 | 23,527 | 15,732 | 49,915 | 65,647 | 22,146 | 1987 | 1998 | (5) | |||||||||||||||||||||||
689 Fifth Avenue | — | 19,721 | 13,446 | 25,575 | 19,721 | 39,021 | 58,742 | 13,986 | 1925 | 1998 | (5) | |||||||||||||||||||||||
443 Broadway | — | 11,187 | 41,186 | — | 11,187 | 41,186 | 52,373 | 5,821 | 2013 | (5) | ||||||||||||||||||||||||
167
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(Amounts in thousands)
COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | COLUMN F | COLUMN G | COLUMN H | COLUMN I | ||||||||||||||||||||||||||
Encumbrances (2) | Initial cost to company (1) | Costs capitalized subsequent to acquisition | Gross amount at which carried at close of period | Accumulated depreciation and amortization | Date of construction (4) | Date acquired | Life on which depreciation in latest income statement is computed | |||||||||||||||||||||||||||
Land | Buildings and improvements | Land | Buildings and improvements | Total (3) | ||||||||||||||||||||||||||||||
New York - continued | ||||||||||||||||||||||||||||||||||
Manhattan - continued | ||||||||||||||||||||||||||||||||||
40 East 66th Street | $ | — | $ | 13,616 | $ | 34,635 | $ | 248 | $ | 13,616 | $ | 34,883 | $ | 48,499 | $ | 11,415 | 2005 | (5) | ||||||||||||||||
155 Spring Street | — | 13,700 | 30,544 | 4,872 | 13,700 | 35,416 | 49,116 | 9,910 | 2007 | (5) | ||||||||||||||||||||||||
435 Seventh Avenue | 95,782 | 19,893 | 19,091 | 40 | 19,893 | 19,131 | 39,024 | 7,903 | 2002 | 1997 | (5) | |||||||||||||||||||||||
3040 M Street | — | 7,830 | 27,490 | 3,583 | 7,830 | 31,073 | 38,903 | 10,940 | 2006 | (5) | ||||||||||||||||||||||||
608 Fifth Avenue | — | — | — | 39,608 | — | 39,608 | 39,608 | 11,836 | 1932 | 2012 | (5) | |||||||||||||||||||||||
692 Broadway | — | 6,053 | 22,908 | 3,690 | 6,053 | 26,598 | 32,651 | 9,185 | 2005 | (5) | ||||||||||||||||||||||||
131-135 West 33rd Street | — | 8,315 | 21,312 | 24 | 8,315 | 21,336 | 29,651 | 1,424 | 2016 | (5) | ||||||||||||||||||||||||
265 West 34th Street | — | 28,500 | — | 295 | 28,500 | 295 | 28,795 | — | 1920 | 2015 | (5) | |||||||||||||||||||||||
304 Canal Street | — | 3,511 | 12,905 | (731 | ) | 3,511 | 12,174 | 15,685 | 714 | 1910 | 2014 | (5) | ||||||||||||||||||||||
677-679 Madison Avenue | — | 13,070 | 9,640 | 541 | 13,070 | 10,181 | 23,251 | 3,169 | 2006 | (5) | ||||||||||||||||||||||||
1135 Third Avenue | — | 7,844 | 7,844 | 5,708 | 7,844 | 13,552 | 21,396 | 1,901 | 1997 | (5) | ||||||||||||||||||||||||
486 Eighth Avenue | — | 20,000 | 71 | 244 | 20,000 | 315 | 20,315 | — | 1928 | 2016 | (5) | |||||||||||||||||||||||
431 Seventh Avenue | — | 16,700 | 2,751 | — | 16,700 | 2,751 | 19,451 | 808 | 2007 | (5) | ||||||||||||||||||||||||
138-142 West 32nd Street | — | 9,252 | 9,936 | 37 | 9,252 | 9,973 | 19,225 | 973 | 1920 | 2015 | (5) | |||||||||||||||||||||||
334 Canal Street | — | 1,693 | 6,507 | 7,603 | 1,693 | 14,110 | 15,803 | 1,300 | 2011 | (5) | ||||||||||||||||||||||||
267 West 34th Street | — | 5,099 | 10,037 | (9,760 | ) | 5,099 | 277 | 5,376 | — | 2013 | (5) | |||||||||||||||||||||||
1540 Broadway Garage | — | 4,086 | 8,914 | — | 4,086 | 8,914 | 13,000 | 2,815 | 1990 | 2006 | (5) | |||||||||||||||||||||||
966 Third Avenue | — | 8,869 | 3,631 | — | 8,869 | 3,631 | 12,500 | 484 | 2013 | (5) | ||||||||||||||||||||||||
148 Spring Street | — | 3,200 | 8,112 | 406 | 3,200 | 8,518 | 11,718 | 2,277 | 2008 | (5) | ||||||||||||||||||||||||
150 Spring Street | — | 3,200 | 5,822 | 300 | 3,200 | 6,122 | 9,322 | 1,664 | 2008 | (5) | ||||||||||||||||||||||||
137 West 33rd Street | — | 6,398 | 1,550 | — | 6,398 | 1,550 | 7,948 | 145 | 1932 | 2015 | (5) | |||||||||||||||||||||||
488 Eighth Avenue | — | 10,650 | 1,767 | (4,653 | ) | 6,859 | 905 | 7,764 | 245 | 2007 | (5) | |||||||||||||||||||||||
484 Eighth Avenue | — | 3,856 | 762 | 758 | 3,856 | 1,520 | 5,376 | — | 1997 | (5) | ||||||||||||||||||||||||
825 Seventh Avenue | — | 1,483 | 697 | 159 | 1,483 | 856 | 2,339 | 400 | 1997 | (5) | ||||||||||||||||||||||||
537 West 26th Street | — | 10,370 | 17,632 | 16,263 | 26,632 | 17,633 | 44,265 | 414 | 2018 | (5) | ||||||||||||||||||||||||
339 Greenwich | — | 2,622 | 12,333 | — | 2,622 | 12,333 | 14,955 | 572 | 2017 | (5) | ||||||||||||||||||||||||
Other (Including Signage) | — | 86,299 | 506 | 115,778 | 86,299 | 116,284 | 202,583 | 35,135 | ||||||||||||||||||||||||||
Total Manhattan | 6,190,013 | 2,859,609 | 6,597,028 | 2,586,992 | 2,902,555 | 9,141,074 | 12,043,629 | 2,325,315 | ||||||||||||||||||||||||||
Other Properties | ||||||||||||||||||||||||||||||||||
Hotel Pennsylvania | — | 29,903 | 121,712 | 111,168 | 29,903 | 232,880 | 262,783 | 118,994 | 1919 | 1997 | (5) | |||||||||||||||||||||||
Paramus | — | — | — | 24,935 | 1,036 | 23,899 | 24,935 | 16,849 | 1967 | 1987 | (5) | |||||||||||||||||||||||
Total Other Properties | — | 29,903 | 121,712 | 136,103 | 30,939 | 256,779 | 287,718 | 135,843 | ||||||||||||||||||||||||||
Total New York | 6,190,013 | 2,889,512 | 6,718,740 | 2,723,095 | 2,933,494 | 9,397,853 | 12,331,347 | 2,461,158 | ||||||||||||||||||||||||||
168
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(Amounts in thousands)
COLUMN A | COLUMN B | COLUMN C | COLUMN D | COLUMN E | COLUMN F | COLUMN G | COLUMN H | COLUMN I | ||||||||||||||||||||||||||
Encumbrances (2) | Initial cost to company (1) | Costs capitalized subsequent to acquisition | Gross amount at which carried at close of period | Accumulated depreciation and amortization | Date of construction (4) | Date acquired | Life on which depreciation in latest income statement is computed | |||||||||||||||||||||||||||
Land | Buildings and improvements | Land | Buildings and improvements | Total (3) | ||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||
theMART | ||||||||||||||||||||||||||||||||||
Illinois | ||||||||||||||||||||||||||||||||||
theMART, Chicago | $ | 675,000 | $ | 64,528 | $ | 319,146 | $ | 414,820 | $ | 64,535 | $ | 733,959 | $ | 798,494 | $ | 311,470 | 1930 | 1998 | (5) | |||||||||||||||
527 West Kinzie, Chicago | — | 5,166 | — | 32 | 5,166 | 32 | 5,198 | — | 1998 | |||||||||||||||||||||||||
Total Illinois | 675,000 | 69,694 | 319,146 | 414,852 | 69,701 | 733,991 | 803,692 | 311,470 | ||||||||||||||||||||||||||
New York | ||||||||||||||||||||||||||||||||||
MMPI Piers | — | — | — | 16,412 | — | 16,412 | 16,412 | 3,003 | 2008 | (5) | ||||||||||||||||||||||||
Total theMART | 675,000 | 69,694 | 319,146 | 431,264 | 69,701 | 750,403 | 820,104 | 314,473 | ||||||||||||||||||||||||||
555 California Street | 558,914 | 221,903 | 893,324 | 186,321 | 209,916 | 1,091,632 | 1,301,548 | 294,139 | 1922,1969 -1970 | 2007 | (5) | |||||||||||||||||||||||
220 Central Park South | 737,369 | 115,720 | 16,445 | 1,339,283 | — | 1,471,448 | 1,471,448 | — | 2005 | (5) | ||||||||||||||||||||||||
Borgata Land, Atlantic City, NJ | 54,551 | 83,089 | — | — | 83,089 | — | 83,089 | — | 2010 | (5) | ||||||||||||||||||||||||
40 East 66th Residential | — | 29,199 | 85,798 | (93,222 | ) | 8,454 | 13,321 | 21,775 | 3,923 | 2005 | (5) | |||||||||||||||||||||||
677-679 Madison | — | 1,462 | 1,058 | 284 | 1,626 | 1,178 | 2,804 | 478 | 2006 | (5) | ||||||||||||||||||||||||
Annapolis | — | — | 9,652 | — | — | 9,652 | 9,652 | 3,960 | 2005 | |||||||||||||||||||||||||
Wayne Towne Center | — | — | 26,137 | 56,955 | — | 83,092 | 83,092 | 20,474 | 2010 | |||||||||||||||||||||||||
Other | — | — | — | 4,597 | — | 4,597 | 4,597 | 1,350 | 2005 | (5) | ||||||||||||||||||||||||
Total Other | 2,025,834 | 521,067 | 1,351,560 | 1,925,482 | 372,786 | 3,425,323 | 3,798,109 | 638,797 | ||||||||||||||||||||||||||
Leasehold improvements equipment and other | — | — | — | 108,427 | — | 108,427 | 108,427 | 80,220 | ||||||||||||||||||||||||||
December 31, 2018 | $ | 8,215,847 | $ | 3,410,579 | $ | 8,070,300 | $ | 4,757,004 | $ | 3,306,280 | $ | 12,931,603 | $ | 16,237,883 | $ | 3,180,175 | ||||||||||||||||||
________________________________________
(1) | Initial cost is cost as of January 30, 1982 (the date on which we commenced real estate operations) unless acquired subsequent to that date see Column H. |
(2) | Represents the contractual debt obligations. |
(3) | The net basis of Vornado's assets and liabilities for tax reporting purposes is approximately $1.9 billion lower than the amounts reported for financial statement purposes. |
(4) | Date of original construction –– many properties have had substantial renovation or additional construction –– see Column D. |
(5) | Depreciation of the buildings and improvements are calculated over lives ranging from the life of the lease to forty years. |
169
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
(Amounts in thousands)
The following is a reconciliation of real estate assets and accumulated depreciation:
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
Real Estate | |||||||||||
Balance at beginning of period | $ | 14,756,295 | $ | 14,187,820 | $ | 13,545,295 | |||||
Additions during the period: | |||||||||||
Land | 170,065 | 21,298 | 30,805 | ||||||||
Buildings & improvements | 1,665,684 | 598,820 | 854,194 | ||||||||
16,592,044 | 14,807,938 | 14,430,294 | |||||||||
Less: Assets sold, written-off and deconsolidated | 354,161 | 51,643 | 242,474 | ||||||||
Balance at end of period | $ | 16,237,883 | $ | 14,756,295 | $ | 14,187,820 | |||||
Accumulated Depreciation | |||||||||||
Balance at beginning of period | $ | 2,885,283 | $ | 2,581,514 | $ | 2,356,728 | |||||
Additions charged to operating expenses | 381,500 | 360,391 | 346,755 | ||||||||
3,266,783 | 2,941,905 | 2,703,483 | |||||||||
Less: Accumulated depreciation on assets sold, written-off and deconsolidated | 86,608 | 56,622 | 121,969 | ||||||||
Balance at end of period | $ | 3,180,175 | $ | 2,885,283 | $ | 2,581,514 | |||||
170
Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES - continued |
(b) | Exhibits: |
Exhibit No. | |||||
— | Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado | * | |||
Realty Trust, Vornado Realty L.P., JBG Properties, Inc., JBG/Operating Partners, L.P., | |||||
certain affiliates of JBG Properties Inc. and JBG/Operating Partners set forth on | |||||
Schedule A thereto, JBG SMITH Properties and JBG SMITH Properties LP. Incorporated by | |||||
reference to Exhibit 2.1 to Vornado Realty Trust's Annual Report on Form 10-K for the year ended | |||||
December 31, 2016 (File No. 001-11954), filed February 13, 2017 | |||||
— | Articles of Restatement of Vornado Realty Trust, as filed with the State | * | |||
Department of Assessments and Taxation of Maryland on July 30, 2007 - Incorporated | |||||
by reference to Exhibit 3.75 to Vornado Realty Trust’s Quarterly Report on Form 10-Q | |||||
for the quarter ended June 30, 2007 (File No. 001-11954), filed on July 31, 2007 | |||||
— | Amended and Restated Bylaws of Vornado Realty Trust, as amended on March 2, 2000 - | * | |||
Incorporated by reference to Exhibit 3.12 to Vornado Realty Trust’s Annual Report on | |||||
Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on | |||||
Thursday, March 9, 2000 | |||||
— | Articles Supplementary, 5.40% Series L Cumulative Redeemable Preferred Shares of | * | |||
Beneficial Interest, liquidation preference $25.00 per share, no par value – Incorporated by | |||||
reference to Exhibit 3.6 to Vornado Realty Trust’s Registration Statement on Form 8-A | |||||
(File No. 001-11954), filed on January 25, 2013 | |||||
— | Articles Supplementary Classifying Vornado Realty Trust's 5.25% Series M Cumulative Redeemable Preferred | * | |||
Shares of Beneficial Interest, liquidation preference $25.00 per share, no par value - Incorporated by | |||||
reference to Exhibit 3.7 to Vornado Realty Trust's Registration Statement on | |||||
Form 8-A (File No. 001-11954), filed on December 13, 2017 | |||||
3.5 | — | Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., | * | ||
dated as of October 20, 1997 (the “Partnership Agreement”) – Incorporated by reference | |||||
to Exhibit 3.26 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter | |||||
ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003 | |||||
— | Amendment to the Partnership Agreement, dated as of December 16, 1997 – Incorporated by | * | |||
reference to Exhibit 3.27 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for | |||||
the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003 | |||||
3.7 | — | Second Amendment to the Partnership Agreement, dated as of April 1, 1998 – Incorporated | * | ||
by reference to Exhibit 3.5 to Vornado Realty Trust’s Registration Statement on Form S-3 | |||||
(File No. 333-50095), filed on April 14, 1998 | |||||
3.8 | — | Third Amendment to the Partnership Agreement, dated as of November 12, 1998 - | * | ||
Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on | |||||
Form 8-K (File No. 001-11954), filed on November 30, 1998 | |||||
3.9 | — | Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 - | * | ||
Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on | |||||
Form 8-K (File No. 001-11954), filed on February 9, 1999 | |||||
3.10 | — | Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by | * | ||
reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on March 17, 1999 | |||||
3.11 | — | Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated | * | ||
by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on July 7, 1999 | |||||
3.12 | — | Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated | * | ||
by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on July 7, 1999 | |||||
__________________________________________ | |||||
* | Incorporated by reference | ||||
171
3.13 | — | Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated | * | ||
by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on July 7, 1999 | |||||
3.14 | — | Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 - | * | ||
Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on | |||||
Form 8-K (File No. 001-11954), filed on October 25, 1999 | |||||
3.15 | — | Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 - | * | ||
Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust's Current Report on | |||||
Form 8-K (File No. 001-11954), filed on October 25, 1999 | |||||
3.16 | — | Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 - | * | ||
Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on | |||||
Form 8-K (File No. 001-11954), filed on December 23, 1999 | |||||
3.17 | — | Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated | * | ||
by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on May 19, 2000 | |||||
3.18 | — | Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 - | * | ||
Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on | |||||
Form 8-K (File No. 001-11954), filed on June 16, 2000 | |||||
3.19 | — | Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 - | * | ||
Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on | |||||
Form 8-K (File No. 001-11954), filed on December 28, 2000 | |||||
3.20 | — | Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 - | * | ||
Incorporated by reference to Exhibit 4.35 to Vornado Realty Trust’s Registration | |||||
Statement on Form S-8 (File No. 333-68462), filed on August 27, 2001 | |||||
3.21 | — | Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated | * | ||
by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on October 12, 2001 | |||||
3.22 | — | Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 - | * | ||
Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on | |||||
Form 8-K (File No. 001-11954), filed on October 12, 2001 | |||||
3.23 | — | Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 - | * | ||
Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on | |||||
Form 8-K/A (File No. 001-11954), filed on March 18, 2002 | |||||
3.24 | — | Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated | * | ||
by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q | |||||
for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002 | |||||
3.25 | — | Twentieth Amendment to the Partnership Agreement, dated April 9, 2003 - Incorporated by | * | ||
reference to Exhibit 3.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for | |||||
the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003 | |||||
3.26 | — | Twenty-First Amendment to the Partnership Agreement, dated as of July 31, 2003 - | * | ||
Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report | |||||
on Form 10-Q for the quarter ended September 30, 2003 (File No. 001-11954), filed on | |||||
November 7, 2003 | |||||
3.27 | — | Twenty-Second Amendment to the Partnership Agreement, dated as of November 17, 2003 – | * | ||
Incorporated by reference to Exhibit 3.49 to Vornado Realty Trust’s Annual Report on | |||||
Form 10-K for the year ended December 31, 2003 (File No. 001-11954), filed on | |||||
March 3, 2004 | |||||
__________________________________________ | |||||
* | Incorporated by reference | ||||
172
3.28 | — | Twenty-Third Amendment to the Partnership Agreement, dated May 27, 2004 – Incorporated | * | ||
by reference to Exhibit 99.2 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on June 14, 2004 | |||||
3.29 | — | Twenty-Fourth Amendment to the Partnership Agreement, dated August 17, 2004 – | * | ||
Incorporated by reference to Exhibit 3.57 to Vornado Realty Trust and Vornado Realty | |||||
L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on | |||||
January 26, 2005 | |||||
3.30 | — | Twenty-Fifth Amendment to the Partnership Agreement, dated November 17, 2004 – | * | ||
Incorporated by reference to Exhibit 3.58 to Vornado Realty Trust and Vornado Realty | |||||
L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on | |||||
January 26, 2005 | |||||
3.31 | — | Twenty-Sixth Amendment to the Partnership Agreement, dated December 17, 2004 – | * | ||
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on | |||||
Form 8-K (File No. 000-22685), filed on December 21, 2004 | |||||
3.32 | — | Twenty-Seventh Amendment to the Partnership Agreement, dated December 20, 2004 – | * | ||
Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.’s Current Report on | |||||
Form 8-K (File No. 000-22685), filed on December 21, 2004 | |||||
3.33 | — | Twenty-Eighth Amendment to the Partnership Agreement, dated December 30, 2004 - | * | ||
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on | |||||
Form 8-K (File No. 000-22685), filed on January 4, 2005 | |||||
3.34 | — | Twenty-Ninth Amendment to the Partnership Agreement, dated June 17, 2005 - Incorporated | * | ||
by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K | |||||
(File No. 000-22685), filed on June 21, 2005 | |||||
3.35 | — | Thirtieth Amendment to the Partnership Agreement, dated August 31, 2005 - Incorporated by | * | ||
reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K | |||||
(File No. 000-22685), filed on September 1, 2005 | |||||
3.36 | — | Thirty-First Amendment to the Partnership Agreement, dated September 9, 2005 - | * | ||
Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on | |||||
Form 8-K (File No. 000-22685), filed on September 14, 2005 | |||||
3.37 | — | Thirty-Second Amendment and Restated Agreement of Limited Partnership, dated as of | * | ||
December 19, 2005 – Incorporated by reference to Exhibit 3.59 to Vornado Realty L.P.’s | |||||
Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 | |||||
(File No. 000-22685), filed on May 8, 2006 | |||||
3.38 | — | Thirty-Third Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of April 25, 2006 – Incorporated by reference to Exhibit 10.2 to | |||||
Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on May 1, 2006 | |||||
3.39 | — | Thirty-Fourth Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of May 2, 2006 – Incorporated by reference to Exhibit 3.1 to | |||||
Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on | |||||
May 3, 2006 | |||||
3.40 | — | Thirty-Fifth Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of August 17, 2006 – Incorporated by reference to Exhibit 3.1 to | |||||
Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on August 23, 2006 | |||||
3.41 | — | Thirty-Sixth Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of October 2, 2006 – Incorporated by reference to Exhibit 3.1 to | |||||
Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on January 22, 2007 | |||||
__________________________________________ | |||||
* | Incorporated by reference | ||||
173
3.42 | — | Thirty-Seventh Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.1 to | |||||
Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on | |||||
June 27, 2007 | |||||
3.43 | — | Thirty-Eighth Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.2 to | |||||
Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on | |||||
June 27, 2007 | |||||
3.44 | — | Thirty-Ninth Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.3 to | |||||
Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on | |||||
June 27, 2007 | |||||
3.45 | — | Fortieth Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.4 to | |||||
Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on | |||||
June 27, 2007 | |||||
3.46 | — | Forty-First Amendment to Second Amended and Restated Agreement of Limited | * | ||
Partnership, dated as of March 31, 2008 – Incorporated by reference to Exhibit 3.44 to | |||||
Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, | |||||
2008 (file No. 001-11954), filed on May 6, 2008 | |||||
3.47 | — | Forty-Second Amendment to Second Amended and Restated Agreement of Limited Partnership, | * | ||
dated as of December 17, 2010 – Incorporated by reference to Exhibit 99.1 to Vornado | |||||
Realty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2010 | |||||
3.48 | — | Forty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership, | * | ||
dated as of April 20, 2011 – Incorporated by reference to Exhibit 3.1 to Vornado | |||||
Realty L.P.'s Current Report on Form 8-K (File No. 000-22685), filed on April 21, 2011 | |||||
3.49 | — | Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership | * | ||
of Vornado Realty L.P., dated as of March 30, 2012 - Incorporated by reference to Exhibit 99.1 | |||||
to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on | |||||
April 5, 2012 | |||||
3.50 | — | Forty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership | * | ||
dated as of July 18, 2012 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s | |||||
Current Report on Form 8-K (File No. 001-34482), filed on July 18, 2012 | |||||
3.51 | — | Forty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership, | * | ||
dated as of January 25, 2013 – Incorporated by reference to Exhibit 3.1 to Vornado Realty | |||||
L.P.’s Current Report on Form 8-K (File No. 001-34482), filed on January 25, 2013 | |||||
3.52 | — | Forty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership | * | ||
of Vornado Realty L.P., dated April 1, 2015 - Incorporated by reference to Exhibit 3.1 | |||||
to Vornado Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on | |||||
April 2, 2015 | |||||
** | — | Forty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of | * | ||
Vornado Realty L.P., dated December 13, 2017 - Incorporated by reference to Exhibit 3.2 to Vornado | |||||
Realty L.P.'s Current Report on Form 8-K (File No. 001-34482), filed on December 13, 2017 | |||||
** | — | Forty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership | * | ||
of Vornado Realty L.P dated as of January 12, 2018 - Incorporated by reference to Exhibit 3.53 | |||||
to Vornado Realty Trust's Annual Report on 10-K for the year ended December 31, 2017 | |||||
(File No. 001-11954), filed on February 12, 2018 | |||||
— | Articles of Amendment to Declaration of Trust, dated June 13, 2018 - Incorporated by reference | * | |||
to Exhibit 3.54 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended | |||||
June 30, 2018 (File No. 001-11954), filed on July 30, 2018 | |||||
__________________________________________ | |||||
* | Incorporated by reference | ||||
** | Management contract or compensatory agreement | ||||
174
— | Amended and Restated Bylaws of Vornado Related Trust, as amended on July 25, 2018 - Incorporated | * | |||
by reference to Exhibit 3.55 to Vornado Realty Trust's Quarterly Report on Form 10-Q for the | |||||
quarter ended June 30, 2018 (File No. 001-11954), filed on July 30, 2018 | |||||
Indenture, dated as of November 25, 2003, between Vornado Realty L.P. and The Bank of | * | ||||
New York, as Trustee - Incorporated by reference to Exhibit 4.10 to Vornado Realty | |||||
Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 | |||||
(File No. 001-11954), filed on April 28, 2005 | |||||
— | Indenture, dated as of November 20, 2006, among Vornado Realty Trust, as Issuer, Vornado | * | |||
Realty L.P., as Guarantor and The Bank of New York, as Trustee – Incorporated by | |||||
reference to Exhibit 4.1 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on November 27, 2006 | |||||
Certain instruments defining the rights of holders of long-term debt securities of Vornado | |||||
Realty Trust and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation | |||||
S-K. Vornado Realty Trust hereby undertakes to furnish to the Securities and Exchange | |||||
Commission, upon request, copies of such instruments | |||||
10.1 | — | Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29, | * | ||
1992 - Incorporated by reference to Vornado Realty Trust’s Annual Report on Form 10-K | |||||
for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993 | |||||
10.2 | ** | — | Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992 | * | |
– Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the year | |||||
ended December 31, 1992 (File No. 001-11954), filed February 16, 1993 | |||||
** | — | Employment Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust, | * | ||
The Mendik Company, L.P. and David R. Greenbaum - Incorporated by reference to | |||||
Exhibit 10.4 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on April 30, 1997 | |||||
— | Tax Reporting and Protection Agreement, dated December 31, 2001, by and among Vornado, | * | |||
Vornado Realty L.P., Charles E. Smith Commercial Realty L.P. and Charles E. Smith | |||||
Commercial Realty L.L.C. - Incorporated by reference to Exhibit 10.3 to Vornado Realty | |||||
Trust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 2002 | |||||
** | — | Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between | * | ||
Alexander’s, Inc. and Vornado Realty L.P. - Incorporated by reference to Exhibit | |||||
10(i)(E)(3) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 | |||||
(File No. 001-06064), filed on August 7, 2002 | |||||
** | — | 59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between | * | ||
Vornado Realty L.P., 731 Residential LLC and 731 Commercial LLC - Incorporated by | |||||
reference to Exhibit 10(i)(E)(4) to Alexander’s Inc.’s Quarterly Report for the quarter | |||||
ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002 | |||||
— | Amended and Restated Management and Development Agreement, dated as of July 3, 2002, | * | |||
by and between Alexander's, Inc., the subsidiaries party thereto and Vornado | |||||
Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(1) to Alexander's | |||||
Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-06064), | |||||
filed on August 7, 2002 | |||||
** | — | Form of Vornado Realty Trust's 2002 Omnibus Share Plan - Incorporated by reference to | * | ||
Exhibit 4.2 to Vornado Realty Trust's Registration Statement on Form S-8 | |||||
(File No. 333-102216), filed on December 26, 2002. | |||||
** | — | Amended and Restated Employment Agreement between Vornado Realty Trust and Joseph | * | ||
Macnow dated July 27, 2006 – Incorporated by reference to Exhibit 10.54 to Vornado | |||||
Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 | |||||
(File No. 001-11954), filed on August 1, 2006 | |||||
__________________________________________ | |||||
* | Incorporated by reference | ||||
** | Management contract or compensatory agreement | ||||
175
** | — | Second Amendment to Real Estate Retention Agreement, dated January 1, 2007, by and between | * | ||
Vornado Realty L.P. and Alexander’s Inc. – Incorporated by reference to Exhibit 10.55 | |||||
to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended | |||||
December 31, 2006 (File No. 001-11954), filed on February 27, 2007 | |||||
** | — | Amendment to 59th Street Real Estate Retention Agreement, dated January 1, 2007, by and | * | ||
among Vornado Realty L.P., 731 Retail One LLC, 731 Restaurant LLC, 731 Office One | |||||
LLC and 731 Office Two LLC. – Incorporated by reference to Exhibit 10.56 to | |||||
Vornado Realty Trust’s Annual Report on Form 10-K for the year ended | |||||
December 31, 2006 (File No. 001-11954), filed on February 27, 2007 | |||||
** | — | Employment Agreement between Vornado Realty Trust and Mitchell Schear, as of April 19, | * | ||
2007 – Incorporated by reference to Exhibit 10.46 to Vornado Realty Trust’s Quarterly | |||||
Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-11954), | |||||
filed on May 1, 2007 | |||||
** | — | Amendment to Employment Agreement between Vornado Realty Trust and Joseph Macnow, | * | ||
dated December 29, 2008 - Incorporated by reference to Exhibit 10.48 to Vornado Realty | |||||
Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. | |||||
001-11954) filed on February 24, 2009 | |||||
** | — | Amendment to Employment Agreement between Vornado Realty Trust and David R. | * | ||
Greenbaum, dated December 29, 2008 - Incorporated by reference to Exhibit 10.49 to | |||||
Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, | |||||
2008 (File No. 001-11954) filed on February 24, 2009 | |||||
** | — | Amendment to Indemnification Agreement between Vornado Realty Trust and David R. | * | ||
Greenbaum, dated December 29, 2008 - Incorporated by reference to Exhibit 10.50 to | |||||
Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, | |||||
2008 (File No. 001-11954) filed on February 24, 2009 | |||||
** | — | Amendment to Employment Agreement between Vornado Realty Trust and Mitchell N. | * | ||
Schear, dated December 29, 2008 - Incorporated by reference to Exhibit 10.51 to Vornado | |||||
Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File | |||||
No. 001-11954) filed on February 24, 2009 | |||||
** | — | Vornado Realty Trust's 2010 Omnibus Share Plan - Incorporated by reference to Exhibit 10.41 to | * | ||
Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 | |||||
(File No. 001-11954) filed on August 3, 2010 | |||||
** | — | Form of Vornado Realty Trust 2010 Omnibus Share Plan Incentive / Non-Qualified Stock Option | * | ||
Agreement. Incorporated by reference to Exhibit 99.1 to Vornado Realty Trust's Current | |||||
Report on Form 8-K (File No. 001-11954) filed on April 5, 2012 | |||||
** | — | Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted Stock Agreement. | * | ||
Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust's Current Report on Form | |||||
8-K (File No. 001-11954) filed on April 5, 2012 | |||||
** | — | Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement. | * | ||
Incorporated by reference to Exhibit 99.3 to Vornado Realty Trust's Current Report on Form | |||||
8-K (File No. 001-11954) filed on April 5, 2012 | |||||
** | — | Form of Vornado Realty Trust 2012 Outperformance Plan Award Agreement. | * | ||
Incorporated by reference to Exhibit 10.45 to Vornado Realty Trust's Annual Report on Form | |||||
10-K for the year ended December 31, 2012 (File No. 001-11954) filed on February 26, 2013 | |||||
__________________________________________ | |||||
* | Incorporated by reference | ||||
** | Management contract or compensatory agreement | ||||
176
** | — | Form of Vornado Realty Trust 2013 Outperformance Plan Award Agreement. Incorporated | * | ||
by reference to Exhibit 10.50 to Vornado Realty Trust’s Quarterly Report on Form 10-Q | |||||
for the quarter ended March 31, 2013 (File No. 001-11954), filed on May 6, 2013 | |||||
** | — | Employment agreement between Vornado Realty Trust and Stephen W. Theriot dated | * | ||
June 1, 2013 - Incorporated by reference to Exhibit 10.51 to Vornado Realty Trust’s | |||||
Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-11954), | |||||
filed on August 5, 2013 | |||||
** | — | Employment agreement between Vornado Realty Trust and Michael J. Franco dated | * | ||
January 10, 2014 - Incorporated by reference to Exhibit 10.52 to Vornado Realty Trust's | |||||
Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-11954), | |||||
filed on May 5, 2014 | |||||
** | — | Form of Vornado Realty Trust 2014 Outperformance Plan Award Agreement. Incorporated | * | ||
by reference to Exhibit 10.53 to Vornado Realty Trust's Quarterly Report on Form 10-Q | |||||
for the quarter ended March 31, 2014 (File No. 001-11954), filed on May 5, 2014 | |||||
— | Amended and Restated Revolving Credit Agreement dated as of September 30, 2014, by and | * | |||
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. Incorporated by reference to Exhibit 10.54 to | |||||
Vornado Realty Trust's Quarterly Report on Form 10-Q for the quarter ended | |||||
September 30, 2014 (File No. 001-11954), filed on November 3, 2014 | |||||
** | — | Form of Vornado Realty Trust 2016 Outperformance Plan Award Agreement. Incorporated by | * | ||
reference to Exhibit 99.1 to Vornado Realty Trust’s Current Report on Form 8-K | |||||
(File No. 001-11954), filed on January 21, 2016 | |||||
— | Term Loan Agreement dated as of October 30, 2015, by and 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. | |||||
Incorporated by reference to Exhibit 10.32 to Vornado Realty Trust's Annual Report on | |||||
Form 10-K for the year ended December 31, 2015 (File No. 001-11954), filed on | |||||
February 16, 2016 | |||||
— | Amended and Restated Revolving Credit Agreement dated as of November 7, 2016, 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. Incorporated by reference to Exhibit 10.29 to Vornado Realty Trust's | |||||
Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-11954), | |||||
filed on February 13, 2017 | |||||
** | — | Amendment to Employment Agreement, dated March 10, 2017, between Vornado Realty Trust | * | ||
and Mitchell Schear. Incorporated by reference to Exhibit 10.30 to Vornado Realty | |||||
Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 | |||||
(File No. 001-11954), filed on May 1, 2017 | |||||
** | — | Consulting Agreement, dated March 10, 2017, between JBG SMITH Properties and Mitchell | * | ||
Schear. Incorporated by reference to Exhibit 10.31 to Vornado Realty Trust's | |||||
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 | |||||
(File No. 001-11954), filed on May 1, 2017 | |||||
__________________________________________ | |||||
* | Incorporated by reference | ||||
** | Management contract or compensatory agreement | ||||
177
** | — | Form of 2017 Amendment to Vornado Realty Trust 2015, 2016, 2017 Outperformance Plan | * | ||
Award Agreements. Incorporated by reference to Exhibit 10.32 to Vornado Realty Trust's | |||||
Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 | |||||
(File No. 001-11954), filed on July 31, 2017 | |||||
— | Amended and Restated Revolving Credit Agreement dated as of October 17, 2017, 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. Incorporated by reference to Exhibit 10.33 to Vornado Realty Trust's | |||||
Annual Report on Form 10-K for the year ended December 31, 2017 | |||||
(File No. 001-11954), filed on February 12, 2018 | |||||
** | — | Form of Vornado Realty Trust 2010 Omnibus Share Plan AO LTIP Unit Award Agreement | * | ||
Incorporated by reference to Exhibit 10.33 to Vornado Realty Trust's | |||||
Annual Report on Form 10-K for the year ended December 31, 2017 | |||||
(File No. 001-11954), filed on February 12, 2018 | |||||
** | — | Form of Vornado Realty Trust 2018 Outperformance Plan Award Agreement | * | ||
Incorporated by reference to Exhibit 10.35 to Vornado Realty Trust's Quarterly Report on Form 10-Q | |||||
for the quarter ended March 31, 2018 (File No. 001-11954) filed on April 30, 2018 | |||||
** | — | Form of Performance Conditioned AO LTIP Award Agreement | *** | ||
** | — | Form of 2019 Amendment to Restricted LTIP Unit and Restricted Stock Agreements | *** | ||
** | — | Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted LTIP Unit Agreement | *** | ||
** | — | Form of Vornado Realty Trust 2010 Omnibus Share Plan Restricted Stock Agreement | *** | ||
__________________________________________ | |||||
* | Incorporated by reference | ||||
** | Management contract or compensatory agreement | ||||
*** | Filed herewith | ||||
178
— | Subsidiaries of Vornado Realty Trust and Vornado Realty L.P. | *** | |
— | Consent of Independent Registered Public Accounting Firm for Vornado Realty Trust | *** | |
— | Consent of Independent Registered Public Accounting Firm for 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. | *** |
101.SCH | — | XBRL Taxonomy Extension Schema of Vornado Realty Trust and Vornado Realty L.P. | *** |
101.CAL | — | XBRL Taxonomy Extension Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P. | *** |
101.DEF | — | XBRL Taxonomy Extension Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P. | *** |
101.LAB | — | XBRL Taxonomy Extension Label Linkbase of Vornado Realty Trust and Vornado Realty L.P. | *** |
101.PRE | — | XBRL Taxonomy Extension Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P. | *** |
__________________________________________ | |||
*** | Filed herewith | ||
ITEM 16. FORM 10-K SUMMARY
None.
179
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VORNADO REALTY TRUST | ||
(Registrant) | ||
Date: February 11, 2019 | By: | /s/ Matthew Iocco |
Matthew Iocco, Chief Accounting Officer (duly authorized officer and principal accounting officer) | ||
180
SIGNATURES - continued
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature | Title | Date | |||
By: | /s/Steven Roth | Chairman of the Board of Trustees | February 11, 2019 | ||
(Steven Roth) | and Chief Executive Officer (Principal Executive Officer) | ||||
By: | /s/Candace K. Beinecke | Trustee | February 11, 2019 | ||
(Candace K. Beinecke) | |||||
By: | /s/Michael D. Fascitelli | Trustee | February 11, 2019 | ||
(Michael D. Fascitelli) | |||||
By: | /s/Robert P. Kogod | Trustee | February 11, 2019 | ||
(Robert P. Kogod) | |||||
By: | /s/Michael Lynne | Trustee | February 11, 2019 | ||
(Michael Lynne) | |||||
By: | /s/David Mandelbaum | Trustee | February 11, 2019 | ||
(David Mandelbaum) | |||||
By: | /s/Mandakini Puri | Trustee | February 11, 2019 | ||
(Mandakini Puri) | |||||
By: | /s/Daniel R. Tisch | Trustee | February 11, 2019 | ||
(Daniel R. Tisch) | |||||
By: | /s/Richard R. West | Trustee | February 11, 2019 | ||
(Richard R. West) | |||||
By: | /s/Russell B. Wight, Jr. | Trustee | February 11, 2019 | ||
(Russell B. Wight, Jr.) | |||||
By: | /s/Joseph Macnow | Chief Financial Officer | February 11, 2019 | ||
(Joseph Macnow) | (Principal Financial Officer) | ||||
By: | /s/Matthew Iocco | Chief Accounting Officer | February 11, 2019 | ||
(Matthew Iocco) | (Principal Accounting Officer) | ||||
181
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VORNADO REALTY L.P. | ||
(Registrant) | ||
Date: February 11, 2019 | By: | /s/ Matthew Iocco |
Matthew Iocco, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer) | ||
182
SIGNATURES - continued
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature | Title | Date | |||
By: | /s/Steven Roth | Chairman of the Board of Trustees and | February 11, 2019 | ||
(Steven Roth) | Chief Executive Officer of Vornado Realty Trust (Principal Executive Officer) | ||||
By: | /s/Candace K. Beinecke | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(Candace K. Beinecke) | |||||
By: | /s/Michael D. Fascitelli | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(Michael D. Fascitelli) | |||||
By: | /s/Robert P. Kogod | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(Robert P. Kogod) | |||||
By: | /s/Michael Lynne | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(Michael Lynne) | |||||
By: | /s/David Mandelbaum | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(David Mandelbaum) | |||||
By: | /s/Mandakini Puri | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(Mandakini Puri) | |||||
By: | /s/Daniel R. Tisch | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(Daniel R. Tisch) | |||||
By: | /s/Richard R. West | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(Richard R. West) | |||||
By: | /s/Russell B. Wight, Jr. | Trustee of Vornado Realty Trust | February 11, 2019 | ||
(Russell B. Wight, Jr.) | |||||
By: | /s/Joseph Macnow | Chief Financial Officer of Vornado Realty Trust | February 11, 2019 | ||
(Joseph Macnow) | (Principal Financial Officer) | ||||
By: | /s/Matthew Iocco | Chief Accounting Officer of Vornado Realty Trust | February 11, 2019 | ||
(Matthew Iocco) | (Principal Accounting Officer) | ||||
183
EXHIBIT 10.36
VORNADO REALTY TRUST 2010 OMNIBUS SHARE PLAN
FORM OF PERFORMANCE CONDITIONED AO LTIP UNIT AWARD AGREEMENT
PERFORMANCE CONDITIONED AO LTIP UNIT AWARD AGREEMENT made as of date set forth on Schedule A hereto between Vornado Realty Trust, a Maryland real estate investment trust (the “Company”), its subsidiary Vornado Realty L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
RECITALS
A. In accordance with the Vornado Realty Trust 2010 Omnibus Share Plan, as it may be amended from time to time (the “Share Plan”), the Company desires in connection with the employment of the Employee, to provide the Employee with an opportunity to acquire Class A Units (as defined in the agreement of limited partnership of the Partnership, as amended (the “Partnership Agreement”)) (“Class A Units”) upon conversion of AO LTIP Units (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Share Plan and in the Partnership Agreement, and thereby provide additional incentive for the Employee to promote the progress and success of the business of the Company, the Partnership and its subsidiaries (the “Award”). The Award was approved by the Compensation Committee (the “Committee”) of the Board of Trustees of the Company (the “Board”) pursuant to authority delegated to it by the Board, including authority to make grants of equity interests in the Partnership which may, under certain circumstances, be redeemed through the delivery of common shares of beneficial interest, par value $0.04 per share, of the Company (the “Common Shares”) reserved for issuance under the Share Plan.
B. Schedule A hereto sets forth certain significant details of the AO LTIP Unit grant herein, including regarding the right to convert AO LTIP Units into Class A Units, and is incorporated herein by reference. Capitalized terms used herein and not otherwise defined have the meanings provided on Schedule A or, if such terms are not defined on Schedule A, the meanings provided in the Share Plan.
NOW, THEREFORE, the Company, the Partnership and the Employee hereby agree as follows:
AGREEMENT
1. GRANT OF AO LTIP UNITS: On the terms and conditions set forth below, as well as the terms and conditions of the Share Plan and subject to adjustment as provided in Section 7 hereof, the Company hereby grants to the Employee an aggregate of such number of AO LTIP Units as is set forth on Schedule A having an AO LTIP Unit Participation Threshold as is set forth on Schedule A (the “Award AO LTIP Units”).
.
.
2. TERMS AND CONDITIONS OF AWARD:
(I) The term of the Award shall be the time period indicated on Schedule A from the Grant Date set forth on Schedule A until the Final Conversion Date set forth on Schedule A, subject to earlier termination or cancellation as provided in this Agreement.
(II) Except as otherwise permitted under Section 6 hereof, the Award AO LTIP Units shall not be convertible into Class A Units unless (i) they are Vested AO LTIP Units and (ii) the Employee shall, at the time of conversion, be an employee of the Company or its affiliates.
(III) Conversion of Award AO LTIP Units into Class A Units is subject to satisfaction of a performance condition that the Common Share Price equal or exceed 110% of the AO LTIP Unit Participation Threshold (as defined in Schedule A) during each of at least 20 consecutive trading days during the period commencing on the Grant Date (as set forth in Schedule A) and ending on the End Date (as set forth in Schedule A) (the “Performance Condition”). Unless and until the Performance Condition has been satisfied, the Employee (or his or her successors, heirs, assigns, or personal representatives, as applicable) will not have the right to convert his or her Award AO LTIP Units into Class A Units. If the Performance Condition has not been satisfied, on the End Date, on such date all Award AO LTIP Units, whether vested or unvested, shall, without payment of any consideration by the Partnership, automatically and without notice be forfeited and be and become null and void, and neither the Employee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such vested or unvested Award AO LTIP Units.
For purposes of this Section 2(III), the following terms shall have the following meanings:
“Common Share Price” means, as of a particular date, the Fair Market Value of one Common Share.
“Fair Market Value” means, as of any given date, the fair market value of a security determined by the Committee using any reasonable method and in good faith (such determination will be made in a manner that satisfies Section 409A of the Code and in good-faith as required by Section 422(c)(1) of the Code); provided that with respect to a Common Share “Fair Market Value” means the value of such Common Share determined as follows: (A) if on the determination date the Common Shares are listed on the New York Stock Exchange, The NASDAQ Stock Market, Inc. or another national securities exchange or is publicly traded on an established securities market, the Fair Market Value of a Common Share shall be the closing price of the Common Shares on such exchange or in such market (if there is more than one such exchange or market, the Committee shall determine the appropriate exchange or market) on the determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean
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between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Common Shares is reported for such trading day, on the next preceding day on which any sale shall have been reported; or (B) if the Common Shares are not listed on such an exchange, quoted on such system or traded on such a market, the Fair Market Value of a Common Share shall be the value of a Common Shares as determined by the Committee in good faith in a manner consistent with Code Section 409A.
3. RESTRICTIONS ON TRANSFER: Except as otherwise permitted by the Committee, none of the Award AO LTIP Units granted hereunder nor any of the Class A Units into which such Award AO LTIP Units may be converted (the “Award Class A Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “Transfer”), and the Redemption Right (as defined in the Partnership Agreement) may not be exercised with respect to the Award Class A Units, provided that, at any time after the date that is at least two (2) years after the Grant Date, (i) Award AO LTIP Units may be Transferred to the Employee’s Family Members by gift or pursuant to domestic relations order in settlement of marital property rights; (ii) Award AO LTIP Units may be Transferred to an entity in which fifty percent (50%) of the voting interests are owned by Family Members (or the Employee) in exchange for an interest in such entity; and (iii) the Redemption Right may be exercised with respect to Award Class A Units issued upon conversion of Award AO LTIP Units in accordance with this Agreement and such Award Class A Units may be Transferred to the Partnership or the Company in connection with the exercise of the Redemption Right, in each case in accordance with and to the extent otherwise permitted by the terms of the Partnership Agreement. Additionally, the transferee must agree in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and the Partnership Agreement and that subsequent transfers shall be prohibited except those in accordance with this Section 3 and all Transfers of Award AO LTIP Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”)) and the applicable terms and conditions of the Partnership Agreement. In connection with any Transfer of Award AO LTIP Units, the Partnership may require the Employee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of Award AO LTIP Units not in accordance with the terms and conditions of this Section 3 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award AO LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award AO LTIP Units. Except as provided expressly in this Section 3, this Agreement is personal to the Employee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.
For purposes of this Section 3, “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which
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any one or more of these persons (or the Employee) control the management of assets, and any other entity in which one or more of these persons (or the Employee) own more than fifty percent (50%) of the voting interests.
4. CONVERSION: Subject to the satisfaction of the Performance Condition, from and after the date on which an Award AO LTIP Unit vests, as set forth on Schedule A, it shall be convertible into Class A Units in accordance with the terms of the Partnership Agreement. The “Mandatory Conversion Date” for the Award AO LTIP Units will be the earlier of: (i) the Termination Conversion Date (as set forth on Schedule A) and (ii) the Final Conversion Date (as set forth on Schedule A). As set forth in the Partnership Agreement, any Award AO LTIP Units that are “Vested AO LTIP Units” and have not been converted prior to the Mandatory Conversion Date will automatically be converted on such date so long as the Performance Condition has been satisfied. In addition, as set forth in the Partnership Agreement, the Company, as the general partner of the Partnership, may elect to convert the Award AO LTIP Units as provided in the Partnership Agreement.
Notwithstanding the foregoing or anything to the contrary set forth herein, upon (a) the occurrence of a Change in Control (as defined below) and (b) the termination of employment of the Employee with the Company or its affiliates within 24 months after such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then all unvested Award AO LTIP Units shall become Vested AO LTIP Units and be subject to conversion into Class A Units, subject to the satisfaction of the Performance Condition, as provided in the Partnership Agreement at the times and in the manner set forth herein and in the Partnership Agreement. For purposes of this Agreement, a “Change in Control” of the Company means the occurrence of one of the following events:
(i) individuals who, on the date hereof, constitute the Board (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a trustee subsequent to the date hereof whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee; or
(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the date hereof, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph
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(ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned subsidiary of the Company (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the date hereof) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(1) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”); or
(iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all or substantially all of the Company’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (E) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a “Non-Qualifying Transaction”); or
(iv) Board approval of a liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Company’s shareholders in substantially the same proportions as such shareholders owned the Company Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Employee under this Agreement.
For the purposes of this Section 4 and Section 6, “Cause” will mean (A) if the Employee is a party to any employment, consulting or similar service agreement (including without limitation a separation, severance or similar agreement if any) between the Employee on the one hand and the Company or one of its affiliates on the other hand (a “Service Agreement”) immediately prior to the termination of the Employee’s employment with the Company or one of its affiliates and “Cause” or a substantially equivalent term is defined therein, then “Cause” shall have the meaning set forth in such Service Agreement for such term (or its substantial equivalent); or (B) if the Employee is not party to a Service Agreement immediately prior to such termination or the Employee’s Service Agreement does not define “Cause” or a substantially equivalent term, then “Cause” shall mean: with respect to the Employee, the Employee’s: (i) conviction of, or plea of guilty or nolo contendre to, a felony pertaining or
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otherwise relating to his or her employment with the Company or an affiliate; or (ii) willful misconduct that is materially economically injurious to the Company or any of its affiliates, in each case as determined in the Company’s sole discretion.
For the purposes of this Section 4, “Good Reason” will mean (A) if the Employee is a party to a Service Agreement immediately prior to the termination of the Employee’s employment with the Company or one of its affiliates, and “Good Reason” or a substantially equivalent term is defined therein, then “Good Reason” shall have the meaning set forth in such Service Agreement for such term (or its substantial equivalent), or (B) if the Employee is not party to a Service Agreement immediately prior to such termination or the Employee’s Service Agreement does not define “good reason” or a substantially equivalent term, then “good reason” shall mean: (i) the assignment to the Employee of duties materially and adversely inconsistent with the Employee’s status as of the Grant Date or a material and adverse alteration in the nature of the Employee’s duties, responsibilities or authority; (ii) a reduction in the Employee’s base salary; or (iii) a relocation of the Employee’s own office location to a location more than thirty (30) miles from its location as of the Grant Date.
5. DISTRIBUTIONS: The holder of the Award AO LTIP Units shall be entitled to receive distributions with respect to such Award AO LTIP Units to the extent provided for in the Partnership Agreement. The Distribution Measurement Date (as defined in the Partnership Agreement) with respect to the Award AO LTIP Units shall be the Grant Date. The AO LTIP Unit Sharing Percentage (as defined in the Partnership Agreement) with respect to the Award AO LTIP Units shall be 10%.
6. TERMINATION OF EMPLOYMENT: Any Award AO LTIP Units held by the Employee upon termination of employment shall be treated as follows:
(I) If the Employee’s termination of employment is (i) due to death, Disability (as defined below) or Retirement (as defined below), (ii) a qualifying termination in connection with a Change in Control pursuant to Section 4, or (iii) termination by the Company without Cause, all unvested Award AO LTIP Units shall become Vested AO LTIP Units and, subject to satisfaction of the Performance Condition, be entitled to conversion into Class A Units as provided in the Partnership Agreement until the Final Conversion Date by the Employee or his or her permitted transferee (or in the event of death his or her designated beneficiary, or, if none, the person(s) to whom such Employee’s rights under the Award are transferred by will or the laws of descent and distribution);
(II) If the Employee’s termination of employment is (i) termination by the Company for Cause or (ii) due to resignation by the Employee for any reason other than as provided in Section 6(I) above, all unvested Award AO LTIP Units shall terminate on the date of termination and all Vested AO LTIP Units as of the date of termination, to the extent convertible under the terms of the Partnership Agreement as of the date of termination (including satisfaction of the Performance Condition on or prior to such date) shall be entitled to conversion into Class A Units as provided in the Partnership Agreement until the Mandatory Conversion Date;
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(III) Notwithstanding the foregoing, in the event that the Employee is a party to a Service Agreement (to the extent in effect as of the date of termination) that would provide for stock options or AO LTIPs awarded by the Company to the Employee to vest and/or remain exercisable or convertible through a date after the date on which the Employee ceases to be an employee of the Company or any of its subsidiaries that is later than the Termination Conversion Date provided on Schedule A, then the Termination Conversion Date shall be such later date (but in no event after the Final Conversion Date). An Employee’s status as an employee shall not be considered terminated in the case of a leave of absence agreed to in writing by the Company (including, but not limited to, military and sick leave); provided, that, such leave is for a period of not more than one year or re-employment upon expiration of such leave is guaranteed by contract or statute.
For purposes of this Section 6, “Disability” will mean: (A) if the Employee is a party to a Service Agreement immediately prior to the applicable event, and “Disability” is defined therein, then “Disability” shall have the meaning set forth in such definition; or (B) if the Employee is not party to a Service Agreement immediately prior to such event or the Employee’s Service Agreement does not define “Disability” or a substantially equivalent term, then “Disability” shall mean a disability which renders the Employee incapable of performing all of his or her material duties for a period of at least 180 consecutive or non-consecutive days during any consecutive twelve-month period.
For purposes of this Section 6, “Retirement” will mean: (A) if the Employee is a party to a Service Agreement immediately prior to such event, and “Retirement” is defined therein, then “Retirement” shall have the meaning set forth in such Service Agreement, or (B) if the Employee is not party to a Service Agreement immediately prior to such event and/or the Employee’s Service Agreement does not define “Retirement” or a substantially equivalent term, then “Retirement” shall mean the Employee’s termination of his or her employment with the Company and its affiliates after attainment of age 65 or attainment of age 60 and completion of twenty (20) years of employment with the Company and/or an affiliate.
7. CHANGES IN CAPITAL STRUCTURE: If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of the Company, spin-off of a subsidiary, business unit or significant portion of its assets or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital stock of the Company or any other event that constitutes a change in stock under the terms of the Share Plan shall occur, (iii) any extraordinary dividend or other distribution to holders of Common Shares or Class A Units shall be declared and paid other than in the ordinary course, or (iv) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable or proportionate adjustment in the terms of this Award, this Agreement or the Award AO LTIP Units to avoid distortion in the value of this Award, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Award and the terms of the Award AO LTIP Units prior to such event, including, without limitation: (A) interpretations of
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or modifications to any defined term in this Agreement; (B) adjustments in any calculations provided for in this Agreement, and (C) substitution of other awards under the Share Plan or otherwise.
8. MISCELLANEOUS:
(a)Amendment. This Agreement may be amended or modified only with the consent of the Company and the Partnership acting through the Committee; provided that any such amendment or modification materially and adversely affecting the rights of the Employee hereunder must be consented to by the Employee to be effective as against the Employee. Notwithstanding the foregoing, this Agreement may be amended in writing signed only by the Company and the Partnership to correct any errors or ambiguities in this Agreement and/or to make such changes that do not materially adversely affect the Employee’s rights hereunder. This grant shall in no way affect the Employee’s participation or benefits under any other plan or benefit program maintained or provided by the Company or the Partnership.
(b) Incorporation of Share Plan; Committee Determinations. The provisions of the Share Plan are hereby incorporated by reference as if set forth herein. In the event of a conflict between this Agreement and the Share Plan, the Share Plan shall govern. The Committee will make the determinations and certifications required by this Award as promptly as reasonably practicable following the occurrence of the event or events necessitating such determinations or certifications.
(c) Payments by Award Recipients; Status as Partner. No amount shall be payable to the Company or the Partnership by the Employee at any time in respect of this Agreement. The Employee shall have no rights with respect to this Agreement (and the Award evidenced hereby) unless he or she shall have accepted this Agreement by (i) signing and delivering to the Partnership a copy of this Agreement and (ii) unless the Employee is already a Partner (as defined in the Partnership Agreement), signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A). Upon acceptance of this Agreement by the Employee, Exhibit A of the Partnership Agreement shall be updated to reflect the issuance to the Employee of the AO LTIP Units so accepted. Thereupon, the Employee shall have all the rights of a Limited Partner of the Partnership with respect to the number of AO LTIP Units specified on Schedule A hereto, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified herein. Award AO LTIP Units constitute and shall be treated for all purposes as the property of the Employee, subject to the terms of this Agreement and the Partnership Agreement.
(d) Status of Award AO LTIP Units under the Share Plan. This Award constitutes an award of OP Units by the Company under the Share Plan. The Award AO LTIP Units are interests in the Partnership. The number of Common Shares reserved for issuance under the Share Plan underlying outstanding Award AO LTIP Units will be determined by the Committee in light of all applicable circumstances, including calculations made or to be made hereunder, vesting, capital account allocations and/or balances under the Partnership Agreement, the conversion ratio in effect between AO LTIP Units and Class A Units and the conversion factor in effect with respect to the redemption of Class A Units by delivery of Common Shares. Upon any permitted exercise by a holder of the redemption right with respect to Award Class A
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Units, the Company will have the right at its option, as set forth in the Partnership Agreement, to issue Common Shares in exchange for Award Class A Units in accordance with the Partnership Agreement, subject to certain limitations set forth in the Partnership Agreement, and such Common Shares, if issued, will be issued under the Share Plan. The Employee must be eligible to receive the Award AO LTIP Units in compliance with applicable federal and state securities laws and to that effect is required to complete, execute and deliver certain covenants, representations and warranties (attached as Exhibit B). The Employee acknowledges that the Employee will have no right to approve or disapprove such determination by the Committee.
(e) Legend. The records of the Partnership evidencing the Award AO LTIP Units shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such Award AO LTIP Units are subject to restrictions as set forth herein, in the Share Plan, and in the Partnership Agreement.
(f) Compliance With Law. The Partnership and the Employee will make reasonable efforts to comply with all applicable securities laws. In addition, notwithstanding any provision of this Agreement to the contrary, no Award AO LTIP Units will become vested or be paid at a time that such vesting or payment would result in a violation of any such law.
(g) Investment Representations; Registration. The Employee hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Employee. The Partnership will have no obligation to register under the Securities Act any Award AO LTIP Units or any Award Class A Units or any other securities issued pursuant to this Agreement or upon conversion or redemption of Award AO LTIP Units or Award Class A Units. The Employee agrees that any sale of Award Class A Units or of Common Shares received upon the redemption of Award Class A Units shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider trading policy. In addition, any such sale shall only be made in compliance with the registration requirements of the Securities Act or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).
(h) Section 83(b) Election. In connection with the issuance of AO LTIP Units pursuant hereto the Employee hereby agrees to make an election to include in gross income in the year of transfer the applicable AO LTIP Units pursuant to Section 83(b) of the the Internal Revenue Code of 1986, as amended (the “Code”) substantially in the form attached hereto as Exhibit C and to supply the necessary information in accordance with the regulations promulgated thereunder. The Employee agrees to file the election (or to permit the Partnership to file such election on the Employee’s behalf) within thirty (30) days after the award of the AO LTIP Units hereunder.
(i) Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision,
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together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.
(j) Governing Law. This Agreement is made under, and will be construed in accordance with, the laws of State of New York, without giving effect to the principles of conflict of laws of such State.
(k) No Obligation to Continue Position as an Employee, Consultant or Advisor. Neither the Company nor any affiliate is obligated by or as a result of this Agreement to continue to have the Employee as an employee, consultant or advisor and this Agreement shall not interfere in any way with the right of the Company or any subsidiary to terminate the Employee’s employment with the Company and its subsidiaries at any time.
(l) Notices. Any notice to be given to the Company shall be addressed to the Secretary of the Company at 888 Seventh Avenue, New York, New York 10019 and any notice to be given the Employee shall be addressed to the Employee at the Employee’s address as it appears on the employment records of the Company, or at such other address as the Company or the Employee may hereafter designate in writing to the other.
(m) Withholding and Taxes. No later than the date as of which an amount first becomes includible in the gross income of the Employee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to this Award, the Employee will pay to the Company or, if appropriate, any of its affiliates, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount; provided, however, that if any Award AO LTIP Units or Class A Units into which Award AO LTIP Units have been converted are withheld (or returned), the number of Award AO LTIP Units or Award Class A Units so withheld (or returned) shall be limited to a number which has a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Employee.
(n) Headings. The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
(o) Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
(p) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and the Partnership, on the one hand, and any successors to the Employee, on the other hand, by will or the laws of descent
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and distribution, but this Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Employee.
(q) Section 409A. This Agreement shall be construed, administered and interpreted in accordance with a good faith interpretation of Section 409A of the Code. Any provision of this Agreement that is inconsistent with Section 409A of the Code, or that may result in penalties under Section 409A of the Code, shall be amended, with the reasonable cooperation of the Employee, the Company and the Partnership, to the extent necessary to exempt it from, or bring it into compliance with Section 409A of the Code.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be executed as of the [__] day of 20__.
VORNADO REALTY TRUST | ||||
By: | ||||
VORNADO REALTY L.P. | ||||
By: Vornado Realty Trust, its general partner | ||||
By: | ||||
EMPLOYEE | ||||
Name: | ||||
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SCHEDULE A TO AO LTIP UNIT AWARD AGREEMENT
(Terms being defined are in quotation marks.)
Date of AO LTIP Unit Award Agreement: | _____________, 20__ | ||||
Name of Employee: | ____________________________ | ||||
Number of AO LTIP Units: | _________________ | ||||
“AO LTIP Unit Participation Threshold”: | $__.__ | ||||
“Grant Date”: | ___________, 20__ | ||||
Distributions: | Upon conversion into Class A Units, special distribution per AO LTIP Unit that was converted equal to 10% of the per unit distributions received by holders of Class A Units during the period from the Grant Date to the date of conversion. | ||||
“End Date” “Final Conversion Date”: “Mandatory Conversion Date”: “Performance Condition”: | _____________, 20__ _____________, 20__ See Section 4 See Section 2(III) | ||||
Vesting: | Number of AO LTIP Units that vest on each of the following dates: [_________, 20__: __%] [_________, 20__: __%] [_________, 20__: __%] [_________, 20__: __%] | ||||
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“Termination Conversion Date”: | The date following the applicable date of termination of employment that falls on the last day of the period set forth below: Death (Section 6(I)(i)): Final Conversion Date Disability (Section 6(I)(i)): Final Conversion Date Retirement (Section 6(I)(i): Final Conversion Date Qualifying Termination in connection with a Change of Control (Section 6(I)(ii)): Final Conversion Date By the Company Without Cause (Section 6(I)(iii)): Final Conversion Date By the Company for Cause (Section 6(II)(i)): 60 days By the Employee Other Than as provided in Section 6(I): 60 days | ||||
Initials of Company representative:
Initials of Employee:
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EXHIBIT A
FORM OF LIMITED PARTNER SIGNATURE PAGE
The Employee, desiring to become one of the within named Limited Partners of Vornado Realty L.P., hereby accepts all of the terms and conditions of (including, without limitation, the Section 15.11 “Power of Attorney” thereof), and becomes a party to, the Second Amended and Restated Agreement of Limited Partnership, dated as of October 20, 1997, of Vornado Realty L.P., as amended (the “Partnership Agreement”). The Employee agrees that this signature page may be attached to any counterpart of the Partnership Agreement and further agrees as follows (where the term “Limited Partner” refers to the Employee):
1.The Limited Partner hereby confirms that it has reviewed the terms of the Partnership Agreement and affirms and agrees that it is bound by each of the terms and conditions of the Partnership Agreement, including, without limitation, the provisions thereof relating to limitations and restrictions on the transfer of Partnership Units (as defined in the Partnership Agreement).
2. The Limited Partner hereby confirms that it is acquiring the Partnership Units for its own account as principal, for investment and not with a view to resale or distribution, and that the Partnership Units may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the Partnership (which it has no obligation to file) or that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state and foreign securities laws, and the General Partner (as defined in the Partnership Agreement) may refuse to transfer any Partnership Units as to which evidence of such registration or exemption from registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration. If the General Partner delivers to the Limited Partner Common Shares of Beneficial Interest of the General Partner (“Common Shares”) upon redemption of any Partnership Units, the Common Shares will be acquired for the Limited Partner’s own account as principal, for investment and not with a view to resale or distribution, and the Common Shares may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the General Partner with respect to such Common Shares (which it has no obligation under the Partnership Agreement to file) or that is exempt from the registration requirements of the Securities Act and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Common Shares as to which evidence of such registration or exemption from such registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration.
3. The Limited Partner hereby affirms that it has appointed the General Partner, any Liquidator (as defined in the Partnership Agreement) and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, in accordance with Section 15.11 of the Partnership Agreement, which section is hereby
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incorporated by reference. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.
4. The Limited Partner hereby confirms that, notwithstanding any provisions of the Partnership Agreement to the contrary, the Award LTIP Units shall not be redeemable by the Limited Partner pursuant to Section 8.6 of the Partnership Agreement.
5. (a) The Limited Partner hereby irrevocably consents in advance to any amendment to the Partnership Agreement, as may be recommended by the General Partner, intended to avoid the Partnership being treated as a publicly-traded partnership within the meaning of Section 7704 of the Internal Revenue Code, including, without limitation, (x) any amendment to the provisions of Section 8.6 of the Partnership Agreement intended to increase the waiting period between the delivery of a Notice of Redemption (as defined in the Partnership Agreement) and the Specified Redemption Date (as defined in the Partnership Agreement) and/or the Valuation Date (as defined in the Partnership Agreement) to up to sixty (60) days or (y) any other amendment to the Partnership Agreement intended to make the redemption and transfer provisions, with respect to certain redemptions and transfers, more similar to the provisions described in Treasury Regulations Section 1.7704-1(f).
(b) The Limited Partner hereby appoints the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to execute and deliver any amendment referred to in the foregoing paragraph 5(a) on the Limited Partner’s behalf. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.
6. The Limited Partner agrees that it will not transfer any interest in the Partnership Units (x) through (i) a national, non-U.S., regional, local or other securities exchange, or (ii) an over-the-counter market (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (y) to or through (a) a person, such as a broker or dealer, that makes a market in, or regularly quotes prices for, interests in the Partnership or (b) a person that regularly makes available to the public (including customers or subscribers) bid or offer quotes with respect to any interests in the Partnership and stands ready to effect transactions at the quoted prices for itself or on behalf of others.
7. The Limited Partner acknowledges that the General Partner shall be a third party beneficiary of the representations, covenants and agreements set forth in Sections 4 and 6 hereof. The Limited Partner agrees that it will transfer, whether by assignment or otherwise, Partnership Units only to the General Partner or to transferees that provide the Partnership and the General Partner with the representations and covenants set forth in Sections 4 and 6 hereof.
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8. This Acceptance shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.
Signature Line for Limited Partner:
Name: ______________________
Date: __________ __, 20__
Address of Limited Partner:
______________________
______________________
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EXHIBIT B
EMPLOYEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES
The Employee hereby represents, warrants and covenants as follows:
(a) The Employee has received and had an opportunity to review the following documents (the “Background Documents”):
(i) The Company’s latest Annual Report to Stockholders;
(ii) The Company’s Proxy Statement for its most recent Annual Meeting of Stockholders;
(iii) The Company’s Report on Form 10-K for the fiscal year most recently ended;
(iv) The Company’s Form 10-Q, if any, for the most recently ended quarter if one has been filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (iii) above;
(v) Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;
(vi) The Partnership Agreement;
(vii) The Share Plan; and
(viii) The Company’s Declaration of Trust, as amended.
The Employee also acknowledges that any delivery of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the Partnership of the suitability of the Employee as a holder of AO LTIP Units shall not constitute an offer of AO LTIP Units until such determination of suitability shall be made.
(b) The Employee hereby represents and warrants that
(i) The Employee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Employee, together with the business and financial experience of those persons, if any, retained by the Employee to represent or advise him with respect to the grant to him of AO LTIP Units, the potential conversion of AO LTIP Units into Class A Units of the Partnership (“Common Units”) and the potential redemption of such Common Units for the Company’s Common Shares (“REIT Shares”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Employee (I) is capable of evaluating the merits and risks of an
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investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of protecting his own interest or has engaged representatives or advisors to assist him in protecting his interests, and (III) is capable of bearing the economic risk of such investment.
(ii) The Employee, after due inquiry, hereby certifies that for purposes of Rule 506(d) and Rule 506(e) of the Securities Act, he is not subject to any felony or misdemeanor conviction related to any securities matter; any federal or state order, judgment, decree or injunction related to any securities, insurance, banking or U.S. Postal Service matter; any SEC disciplinary or cease and desist order; or any suspension, expulsion or bar related to a registered national securities exchange, national or affiliated securities association or member thereof, whether it occurred or was issued before, on or after September 23, 2013, and agrees that he will notify the Company immediately upon becoming aware that the foregoing is not, or is no longer, complete and accurate in every material respect, including as a result of events occurring after the date hereof.
(iii) The Employee understands that (A) the Employee is responsible for consulting his own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Employee is or by reason of the award of AO LTIP Units may become subject, to his particular situation; (B) the Employee has not received or relied upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Employee provides or will provide services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Employee believes to be necessary and appropriate to make an informed decision to accept this Award of AO LTIP Units; and (D) an investment in the Partnership and/or the Company involves substantial risks. The Employee has been given the opportunity to make a thorough investigation of matters relevant to the AO LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents). The Employee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Employee to verify the accuracy of information conveyed to the Employee. The Employee confirms that all documents, records, and books pertaining to his receipt of AO LTIP Units which were requested by the Employee have been made available or delivered to the Employee. The Employee has had an opportunity to ask questions of and receive answers from the Partnership and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the AO LTIP Units. The Employee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Employee by the Partnership or the Company.
(iv) The AO LTIP Units to be issued, the Common Units issuable upon conversion of the AO LTIP Units and any REIT Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the Employee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Employee’s right (subject to the terms of the AO LTIP Units, the Share Plan and this
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Agreement) at all times to sell or otherwise dispose of all or any part of his AO LTIP Units, Common Units or REIT Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his assets being at all times within his control.
(v) The Employee acknowledges that (A) neither the AO LTIP Units to be issued, nor the Common Units issuable upon conversion of the AO LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such AO LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Employee contained herein, (C) such AO LTIP Units or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such AO LTIP Units and Common Units and (E) neither the Partnership nor the Company has any obligation or intention to register such AO LTIP Units or the Common Units issuable upon conversion of the AO LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for REIT Shares, the Company may issue such REIT Shares under the Share Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Employee is eligible to receive such REIT Shares under the Share Plan at the time of such issuance, (II) the Company has filed a Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such REIT Shares and (III) such Form S-8 is effective at the time of the issuance of such REIT Shares. The Employee hereby acknowledges that because of the restrictions on transfer or assignment of such AO LTIP Units acquired hereby and the Common Units issuable upon conversion of the AO LTIP Units which are set forth in the Partnership Agreement or this Agreement, the Employee may have to bear the economic risk of his ownership of the AO LTIP Units acquired hereby and the Common Units issuable upon conversion of the AO LTIP Units for an indefinite period of time.
(vi) The Employee has determined that the AO LTIP Units are a suitable investment for the Employee.
(vii) No representations or warranties have been made to the Employee by the Partnership or the Company, or any officer, trustee, shareholder, agent, or affiliate of any of them, and the Employee has received no information relating to an investment in the Partnership or the AO LTIP Units except the information specified in paragraph (b) above.
(c) So long as the Employee holds any AO LTIP Units, the Employee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of AO LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code, applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.
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(d) The address set forth on the signature page of this Agreement is the address of the Employee’s principal residence, and the Employee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.
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EXHIBIT C
Section 83(b) Election
The undersigned hereby elects pursuant to §83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the units described below over the amount paid for those shares.
1. | The name, taxpayer identification number, address of the undersigned, and the taxable year for which this election is being made are: |
Taxpayer’s Name: ___________________________________
Taxpayer’s Social Security Number: ___________________________________
Address: ___________________________________
Taxable Year: Calendar Year 20___
2. | The property which is the subject of this election is _____________ AO LTIP Units in Vornado Realty L.P. |
3. | The property was transferred to the undersigned on _______________ ___, 20___. |
4. | The property is subject to the following restrictions: |
The AO LTIP Units will be subject to restrictions on transfer and risk of forfeiture upon termination of service relationship and in certain other events.
5. | The fair market value of the property at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in §1.83-3(h) of the Income Tax Regulations) is $0. |
6. | For the property transferred, the undersigned paid $0. |
7. | The amount to include in gross income is $0. |
The undersigned taxpayer will file this election with the Internal Revenue Service Office with which the taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election will also be furnished to the
_________________
1 The 83(b) Election must be filed no later than 30 days after the date on which the property is transferred. The IRS has indicated that the election form should be sent to the IRS address listed for the taxpayer’s state under “Are you not including a check or money order . . .” given in Where Do You File in the Instructions for Form 1040 and the Instructions for Form 1040A (this information can also be found by clicking on your state at: http://www.irs.gov/file/content/0,,id=105690,00.html).
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person for whom the services were performed. The undersigned is the person performing services in connection with which the property was transferred.
Dated: __________________, 20__ ______________________________
Taxpayer
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Schedule to Section 83(b) Election – Vesting Provisions of AO LTIP Units
AO LTIP Units are subject to time-based vesting with 25% vesting on each of the first four anniversaries following the award, provided that the Taxpayer remains an employee of Vornado Realty Trust or its subsidiaries through such dates, subject to acceleration in the event of certain extraordinary transactions. AO LTIP Units are subject to forfeiture in the event of failure to satisfy a performance-based condition (trading at or above 110% of the AO LTIP Unit Participation Threshold for any 20 consecutive trading days on or before the fourth anniversary following the award).
EXHIBIT 10.37
FORM OF 2019 AMENDMENT
TO RESTRICTED LTIP UNIT AND RESTRICTED STOCK AGREEMENTS
TO RESTRICTED LTIP UNIT AND RESTRICTED STOCK AGREEMENTS
THIS AMENDMENT (this “Amendment”) is made and entered into as of [ ], 2019.
W I T N E S S E T H:
WHEREAS, VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary VORNADO REALTY L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the person named on the signature page hereof (the “Grantee”) are parties to one or more Restricted LTIP Unit Agreements (collectively, the “LTIP Unit Agreements”) and/or the Company and the Grantee are parties to one or more Restricted Stock Agreements (collectively, the “Restricted Stock Agreements” and, together with the LTIP Unit Agreements, the “Agreements”), in each case dated 2016, 2017, 2018 and/or 2019 whereby the Grantee was awarded by the Compensation Committee of the Board of Trustees of the Company (the “Committee”) awards of Restricted LTIP Units or Restricted Stock (collectively, the “Awards”) pursuant to the Company’s 2010 Omnibus Share Plan, as amended; and
WHEREAS, the Committee resolved to amend the Agreements with respect to vesting of the Awards upon retirement.
NOW, THEREFORE, the Company and, with respect to the LTIP Unit Agreements, the Partnership, with Grantee’s approval, hereby amend the Agreements as follows:
SECTION 1. The first sentence of Section 3 of each of the Restricted Stock Agreements is amended by replacing it in its entirety with the following text:
If the employment of the Employee by the Company or its affiliates terminates for any reason except Retirement, death or following a Change in Control as described below, the shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company. Upon the Employee’s Retirement, any shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall not be forfeited, and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed with the Company and the Employee shall have the right to receive a cash amount in accordance with Section 2 equal to dividends payable on such shares of Restricted Stock following the Employee’s Retirement as if the Employee was employed on the applicable payroll date.
SECTION 2. The first sentence of Section 3 of each of the LTIP Unit Agreements is amended by replacing it in its entirety with the following text:
If the employment of the Employee by the Company or an affiliate terminates for any reason except Retirement, death or following a Change in Control as described below, the Restricted LTIP Units for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company for delivery to the Partnership and cancellation. Upon the Employee’s Retirement, any Restricted LTIP Units for which the applicable Vesting Period has not expired as of the date of such termination
shall not be forfeited and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed by the Company and the Employee shall have the right to receive distributions in accordance with Section 2 with respect to such Restricted LTIP Units following the Employee’s Retirement as if the Employee was employed on the applicable payroll date.
SECTION 3. Section 3 of each of the Agreements is amended by adding the following paragraph to the end of such Section:
For the purposes of this Section, “Retirement” will mean (A) if the Employee is a party to an employment agreement with the Company or an affiliate thereof immediately prior to such event, and “Retirement” is defined therein, then “Retirement” shall have the meaning set forth in such agreement, or (B) if the Employee is not party to an employment agreement with the Company or an affiliate thereof immediately prior to such event or if the Employee is party to such an agreement and such agreement does not define “Retirement” or a substantially equivalent term, then “Retirement” shall mean the Employee’s termination of his or her employment with the Company and its affiliates after attainment of age 65.
SECTION 4. All other terms of the Agreements shall be unaffected by this Amendment and shall remain in full force and effect in accordance with their terms.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on the day and year first written above.
VORNADO REALTY TRUST | ||||
By: | ||||
VORNADO REALTY L.P. | ||||
By: | Vornado Realty Trust, its general partner | |||
By: | ||||
Grantee’s consent: | ||||
Name: | ||||
EXHIBIT 10.38
FORM OF VORNADO REALTY TRUST 2010 OMNIBUS SHARE PLAN
RESTRICTED LTIP UNIT AGREEMENT
RESTRICTED LTIP UNIT AGREEMENT made as of date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), its subsidiary Vornado Realty L.P., a Delaware limited partnership (the “Partnership”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
RECITALS
A. In accordance with the Vornado Realty Trust 2010 Omnibus Share Plan, as it may be amended from time to time (the “Plan”), the Company desires in connection with the employment of the Employee, to provide the Employee with an opportunity to acquire LTIP Units (as defined in the agreement of limited partnership of the Partnership, as amended (the “Partnership Agreement”)) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein, in the Plan and in the Partnership Agreement, and thereby provide additional incentive for the Employee to promote the progress and success of the business of the Company, the Partnership and its subsidiaries.
B. Schedule A hereto sets forth certain significant details of the LTIP Unit grant herein and is incorporated herein by reference. Capitalized terms used herein and not otherwise defined have the meanings provided on Schedule A.
NOW, THEREFORE, the Company, the Partnership and the Employee hereby agree as follows:
AGREEMENT
1. Grant of Restricted LTIP Units. On the terms and conditions set forth below, as well as the terms and conditions of the Plan, the Company hereby grants to the Employee such number of LTIP Units as is set forth on Schedule A (the “Restricted LTIP Units”).
2. Vesting Period. The vesting period of the Restricted LTIP Units (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted LTIP Units are fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter, the number of LTIP Units equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the Restricted LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise
disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding).
The Employee shall be entitled to receive distributions with respect to Restricted LTIP Units to the extent provided for in the Partnership Agreement, as modified hereby, if applicable. The Distribution Participation Date (as defined in the Partnership Agreement) for the Restricted LTIP Units shall be the Grant Date. Notwithstanding the foregoing, the Employee shall not have the right to receive cash distributions paid on Restricted LTIP Units for which the applicable Vesting Period has not expired unless the Employee is employed by the Company or an affiliate on the payroll date coinciding with or immediately following the date any such distributions are payable.
The Employee shall have the right to vote the Restricted LTIP Units if and when voting is allowed under the Partnership Agreement, regardless of whether the applicable Vesting Period has expired.
3. Forfeiture of Restricted LTIP Units. If the employment of the Employee by the Company or an affiliate terminates for any reason except Retirement, death or following a Change in Control as described below, the Restricted LTIP Units for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company for delivery to the Partnership and cancellation. Upon the Employee’s Retirement, any Restricted LTIP Units for which the applicable Vesting Period has not expired as of the date of such termination shall not be forfeited and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed by the Company and the Employee shall have the right to receive distributions in accordance with Section 2 with respect to such Restricted LTIP Units following the Employee’s Retirement as if the Employee was employed on the applicable payroll date. Upon the Employee’s death, all of the Restricted LTIP Units (whether or not vested) shall become fully vested and shall not be forfeitable. Upon the occurrence of (a) a Change in Control of the Company, and (b) the termination of employment of the Employee with the Company or its affiliates within 24 months of such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then any Restricted LTIP Units for which the applicable Vesting Period has not expired, shall become fully vested and shall not be forfeitable. For purposes of this Restricted LTIP Unit Agreement, a “Change in Control” of the Company means the occurrence of one of the following events:
(i) individuals who, on the Grant Date, constitute the Board of Trustees of the Company (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board of Trustees (the “Board”), provided that any person becoming a trustee subsequent to the Grant Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without
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objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee;
(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Grant Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned subsidiary of the Company (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the Grant Date) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”);
(iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all or substantially all of the Company’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (F) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a “Non-Qualifying Transaction”); or
(iv) Board approval of a liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating
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trust) are beneficially owned, directly or indirectly, by the Company’s shareholders in substantially the same proportions as such shareholders owned the Company’s Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Employee under this Restricted LTIP Unit Agreement.
For the purposes of this Section, “Cause” will mean with respect to the Employee, the Employee’s: (a) conviction of, or plea of guilty or nolo contendre to, a felony pertaining or otherwise relating to his or her employment with the Company or an affiliate; or (b) willful misconduct that is materially economically injurious to the Company or any of its affiliates, in each case as determined in the Company’s sole discretion. For the purposes of this Section, “Good Reason” will mean (a) the assignment to the Employee of duties materially and adversely inconsistent with the Employee’s status prior to the Change in Control or a material and adverse alteration in the nature of the Employee’s duties, responsibilities or authority; (b) a reduction in the Employee’s base salary; or (c) a relocation of the Employee’s own office location to a location more than 30 miles from its location prior to the Change in Control. In the event the Employee is a party to an employment agreement with the Company or an affiliate thereof, and the definitions of Cause or Good Reason contained herein conflict with terms provided therefor in such employment agreement (or similar terms or provisions intended to cover substantially similar circumstances) the definitions contained in such employment agreement will govern.
For the purposes of this Section, “Retirement” will mean (A) if the Employee is a party to an employment agreement with the Company or an affiliate thereof immediately prior to such event, and “Retirement” is defined therein, then “Retirement” shall have the meaning set forth in such agreement, or (B) if the Employee is not party to an employment agreement with the Company or an affiliate thereof immediately prior to such event or if the Employee is party to such an agreement and such agreement does not define “Retirement” or a substantially equivalent term, then “Retirement” shall mean the Employee’s termination of his or her employment with the Company and its affiliates after attainment of age 65.
4. Certificates. Each certificate, if any, issued in respect of the Restricted LTIP Units awarded under this Restricted LTIP Unit Agreement shall be registered in the Employee’s name and held by the Company until the expiration of the applicable Vesting Period. If certificates representing the LTIP Units are issued by the Partnership at the time, at the expiration of each Vesting Period, the Company shall deliver to the Employee (or, if applicable, to the Employee’s legal representatives, beneficiaries or heirs) certificates representing the number of LTIP Units that vested upon the expiration of such Vesting Period. The Employee agrees that any resale of the LTIP Units received upon the expiration of the applicable Vesting Period (or shares of Company’s common shares of beneficial interest, par value $0.04 per share (the “Common Shares”) received upon redemption of or in exchange for LTIP Units or Class A Units of the Partnership into which LTIP Units may have been converted) shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable
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Company employee manual or insider trading policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).
5. Tax Withholding. The Company or its applicable affiliate has the right to withhold from cash compensation payable to the Employee all applicable income and employment taxes due and owing at the time the applicable portion of the Restricted LTIP Units becomes includible in the Employee’s income (the “Withholding Amount”), and/or to delay delivery of Restricted LTIP Units until appropriate arrangements have been made for payment of such withholding. In the alternative, the Company has the right to retain and cancel, or sell or otherwise dispose of such number of Restricted LTIP Units as have a market value determined at date the applicable LTIP Units vest, approximately equal to the Withholding Amount with any excess proceeds being paid to Employee.
6. Certain Adjustments. If (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or stock of the Company or other transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, significant repurchases of stock, or other similar change in the capital structure of the Company, or any extraordinary dividend or other distribution to holders of Common Shares or Class A Units other than regular dividends shall occur, or (iii) any other event shall occur that in each case in the good faith judgment of the Committee necessitates action by way of appropriate equitable adjustment in the terms of this Restricted LTIP Unit Agreement, the Plan or the LTIP Units, then the Committee shall take such action as it deems necessary to maintain the Employee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement and the terms of the LTIP Units prior to such event, including, without limitation: (A) adjustments in the LTIP Units; and (B) substitution of other awards under the Plan or otherwise. In the event of any change in the outstanding Common Shares (or corresponding change in the Conversion Factor applicable to Class A Units of the Partnership) by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders of the Company other than regular dividends, any Class A Units, shares or other securities received by the Employee with respect to the applicable Restricted LTIP Units for which the Vesting Period shall not have expired will be subject to the same restrictions as the Restricted LTIP Units with respect to an equivalent number of shares or securities and shall be deposited with the Company.
7. No Right to Employment. Nothing herein contained shall affect the right of the Company or any affiliate to terminate the Employee’s services, responsibilities and duties at any time for any reason whatsoever.
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8. Notice. Any notice to be given to the Company shall be addressed to the Executive Vice President of the Company at 888 Seventh Avenue, New York, New York 10019 and any notice to be given the Employee shall be addressed to the Employee at the Employee’s address as it appears on the employment records of the Company, or at such other address as the Company or the Employee may hereafter designate in writing to the other.
9. Governing Law. This Restricted LTIP Unit Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without references to principles of conflict of laws.
10. Successors and Assigns. This Restricted LTIP Unit Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and any successors to the Employee by will or the laws of descent and distribution, but this Restricted LTIP Unit Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Employee. None of the LTIP Units shall be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding) (each such action a “Transfer”), or redeemed in accordance with the Partnership Agreement (a) prior to vesting and (b) unless such Transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act, and such Transfer is in accordance with the applicable terms and conditions of the Partnership Agreement. Any attempted Transfer of LTIP Units not in accordance with the terms and conditions of this Section 10 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP Units as a result of any such Transfer, and shall otherwise refuse to recognize any such Transfer.
11. Severability. If, for any reason, any provision of this Restricted LTIP Unit Agreement is held invalid, such invalidity shall not affect any other provision of this Restricted LTIP Unit Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Restricted LTIP Unit Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Restricted LTIP Unit Agreement, shall to the full extent consistent with law continue in full force and effect.
12. Headings. The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Restricted LTIP Unit Agreement.
13. Counterparts. This Restricted LTIP Unit Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
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14. Miscellaneous. This Restricted LTIP Unit Agreement may not be amended except in writing signed by the Company and the Employee. Notwithstanding the foregoing, this Restricted LTIP Unit Agreement may be amended in writing signed only by the Company to: (a) correct any errors or ambiguities in this Restricted LTIP Unit Agreement; and/or (b) to make such changes that do not materially adversely affect the Employee’s rights hereunder. This grant shall in no way affect the Employee’s participation or benefits under any other plan or benefit program maintained or provided by the Company. In the event of a conflict between this Restricted LTIP Unit Agreement and the Plan, the Plan shall govern.
15. Conflict With Employment Agreement. If (and only if) the Employee and the Company or its affiliates have entered into an employment agreement, in the event of any conflict between any of the provisions of this Agreement and any such employment agreement the provisions of such employment agreement will govern. As further provided in Section 7, nothing herein shall imply that any employment agreement exists between the Employee and the Company or its affiliates.
16. Status as a Partner. As of the Grant Date, the Employee shall be admitted as a partner of the Partnership with beneficial ownership of the number of LTIP Units issued to the Employee as of such date pursuant to this Restricted LTIP Unit Agreement by: (A) signing and delivering to the Partnership a copy of this Agreement; and (B) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A).
17. Status of LTIP Units under the Plan. The LTIP Units are both issued as equity securities of the Partnership and granted as awards under the Plan. The Company will have the right at its option, as set forth in the Partnership Agreement, to issue Common Shares in exchange for Class A Units into which LTIP Units may have been converted pursuant to the Partnership Agreement, subject to certain limitations set forth in the Partnership Agreement, and such Common Shares, if issued, will be issued under the Plan. The Employee must be eligible to receive the LTIP Units in compliance with applicable federal and state securities laws and to that effect is required to complete, execute and deliver certain covenants, representations and warranties (attached as Exhibit B). The Employee acknowledges that the Employee will have no right to approve or disapprove such determination by the Company.
18. Investment Representations; Registration. The Employee hereby makes the covenants, representations and warranties and set forth on Exhibit B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Restricted LTIP Unit Agreement by the Employee. The Partnership will have no obligation to register under the Securities Act any LTIP Units or any other securities issued pursuant to this Restricted LTIP Unit Agreement or upon conversion or exchange of LTIP Units.
19. Section 83(b) Election. In connection with this Restricted LTIP Unit Agreement the Employee hereby agrees to make an election to include in gross income in
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the year of transfer the applicable LTIP Units pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, substantially in the form attached hereto as Exhibit C and to supply the necessary information in accordance with the regulations promulgated thereunder.
[signature page follows]
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IN WITNESS WHEREOF, this Restricted LTIP Unit Agreement has been executed by the parties hereto as of the date and year first above written.
VORNADO REALTY TRUST | ||||||||
By: | ||||||||
VORNADO REALTY L.P. | ||||||||
By: Vornado Realty Trust, its general partner | ||||||||
By: | ||||||||
EMPLOYEE | ||||||||
Name: | ||||||||
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EXHIBIT A
FORM OF LIMITED PARTNER SIGNATURE PAGE
The Employee, desiring to become one of the within named Limited Partners of Vornado Realty L.P., hereby accepts all of the terms and conditions of (including, without limitation, the provisions related to powers of attorney), and becomes a party to, the Second Amended and Restated Agreement of Limited Partnership, dated as of October 20, 1997, of Vornado Realty L.P., as amended (the “Partnership Agreement”). The Employee agrees that this signature page may be attached to any counterpart of the Partnership Agreement and further agrees as follows (where the term “Limited Partner” refers to the Employee: Capitalized terms used but not defined herein have the meaning ascribed thereto in the Partnership Agreement
1. The Limited Partner hereby confirms that it has reviewed the terms of the Partnership Agreement and affirms and agrees that it is bound by each of the terms and conditions of the Partnership Agreement, including, without limitation, the provisions thereof relating to limitations and restrictions on the transfer of Partnership Units.
2. The Limited Partner hereby confirms that it is acquiring the Partnership Units for its own account as principal, for investment and not with a view to resale or distribution, and that the Partnership Units may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the Partnership (which it has no obligation to file) or that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Partnership Units as to which evidence of such registration or exemption from registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration. If the General Partner delivers to the Limited Partner Common Shares of Beneficial Interest of the General Partner (“Common Shares”) upon redemption of any Partnership Units, the Common Shares will be acquired for the Limited Partner’s own account as principal, for investment and not with a view to resale or distribution, and the Common Shares may not be transferred or otherwise disposed of by the Limited Partner otherwise than in a transaction pursuant to a registration statement filed by the General Partner with respect to such Common Shares (which it has no obligation under the Partnership Agreement to file) or that is exempt from the registration requirements of the Securities Act and all applicable state and foreign securities laws, and the General Partner may refuse to transfer any Common Shares as to which evidence of such registration or exemption from such registration satisfactory to the General Partner is not provided to it, which evidence may include the requirement of a legal opinion regarding the exemption from such registration.
3. The Limited Partner hereby affirms that it has appointed the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and
Ex. A-1
attorney-in-fact, with full power and authority in its name, place and stead, in accordance with Section 15.11 of the Partnership Agreement, which section is hereby incorporated by reference. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.
4. The Limited Partner hereby confirms that, notwithstanding any provisions of the Partnership Agreement to the contrary, the LTIP Units shall not be redeemable by the Limited Partner pursuant to Section 8.6 of the Partnership Agreement.
5. a. The Limited Partner hereby irrevocably consents in advance to any amendment to the Partnership Agreement, as may be recommended by the General Partner, intended to avoid the Partnership being treated as a publicly-traded partnership within the meaning of Section 7704 of the Internal Revenue Code, including, without limitation, (x) any amendment to the provisions of Section 8.6 of the Partnership Agreement intended to increase the waiting period between the delivery of a Notice of Redemption and the Specified Redemption Date and/or the Valuation Date to up to sixty (60) days or (y) any other amendment to the Partnership Agreement intended to make the redemption and transfer provisions, with respect to certain redemptions and transfers, more similar to the provisions described in Treasury Regulations Section 1.7704-1(f).
b. The Limited Partner hereby appoints the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to execute and deliver any amendment referred to in the foregoing paragraph 5(a) on the Limited Partner’s behalf. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the death, incompetency, dissolution, disability, incapacity, bankruptcy or termination of the Limited Partner and shall extend to the Limited Partner’s heirs, executors, administrators, legal representatives, successors and assigns.
6. The Limited Partner agrees that it will not transfer any interest in the Partnership Units (x) through (i) a national, non-U.S., regional, local or other securities exchange, (ii) PORTAL or (iii) an over-the-counter market (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (y) to or through (a) a person, such as a broker or dealer, that makes a market in, or regularly quotes prices for, interests in the Partnership or (b) a person that regularly makes available to the public (including customers or subscribers) bid or offer quotes with respect to any interests in the Partnership and stands ready to effect transactions at the quoted prices for itself or on behalf of others.
Ex. A-2
7. The Limited Partner acknowledges that the General Partner shall be a third party beneficiary of the representations, covenants and agreements set forth in Sections 4 and 6 hereof. The Limited Partner agrees that it will transfer, whether by assignment or otherwise, Partnership Units only to the General Partner or to transferees that provide the Partnership and the General Partner with the representations and covenants set forth in Sections 4 and 6 hereof.
8. This Acceptance shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.
Signature Line for Limited Partner: | |||||
Name: | |||||
Date: | , 20__ | ||||
Address of Limited Partner: | |||||
Ex. A-3
.EXHIBIT B
EMPLOYEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES
The Employee hereby represents, warrants and covenants as follows:
(a) The Employee has received and had an opportunity to review the following documents (the “Background Documents”):
(i) Vornado Realty Trust’s latest Annual Report to Shareholders;
(ii) Vornado Realty Trust’s Proxy Statement for its most recent Annual Meeting of Shareholders;
(iii) Vornado Realty Trust’s and Vornado Realty L.P.’s Report on Form 10-K for the fiscal year most recently ended;
(iv) Vornado Realty Trust’s and Vornado Realty L.P.’s Form 10-Q, if any, for the most recently ended quarter filed by Vornado Realty Trust and Vornado Realty L.P. with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (iii) above;
(v) Each of the Current Report(s) on Form 8-K of Vornado Realty Trust and Vornado Realty L.P., if any, filed since the end of the fiscal year most recently ended for which a Form 10-K has been filed by Vornado Realty Trust and Vornado Realty L.P.;
(vi) The Partnership Agreement;
(vii) Vornado Realty Trust’s 2010 Omnibus Share Plan; and
(viii) Vornado Realty L.P.’s Second Amended and Restated Agreement of Limited Partnership, as amended.
The Employee also acknowledges that any delivery of the Background Documents and other information relating to Vornado Realty Trust and Vornado Realty L.P. prior to the determination by Vornado Realty L.P. of the suitability of the Employee as a holder of LTIP Units shall not constitute an offer of LTIP Units until such determination of suitability shall be made.
(b) The Employee hereby represents and warrants that
(i) The Employee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Employee,
Ex. B-1
together with the business and financial experience of those persons, if any, retained by the Employee to represent or advise him with respect to the grant to him of LTIP Units, the potential conversion of LTIP Units into Class A Units of the Partnership (“Common Units”) and the potential redemption of such Common Units for Vornado Realty Trust’s Common Shares (“REIT Shares”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Employee (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in Vornado Realty Trust and of making an informed investment decision, (II) is capable of protecting his own interest or has engaged representatives or advisors to assist him in protecting his interests, and (III) is capable of bearing the economic risk of such investment.
(ii) The Employee understands that (A) the Employee is responsible for consulting his own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Employee is or by reason of the award of LTIP Units may become subject, to his particular situation; (B) the Employee has not received or relied upon business or tax advice from Vornado Realty Trust, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Employee provides services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Employee believes to be necessary and appropriate to make an informed decision to accept this award of LTIP Units; and (D) an investment in the Partnership and/or Vornado Realty Trust involves substantial risks. The Employee has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and Vornado Realty Trust and their respective activities (including, but not limited to, the Background Documents). The Employee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Employee to verify the accuracy of information conveyed to the Employee. The Employee confirms that all documents, records, and books pertaining to his receipt of LTIP Units which were requested by the Employee have been made available or delivered to the Employee. The Employee has had an opportunity to ask questions of and receive answers from the Partnership and Vornado Realty Trust, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Employee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Employee by the Partnership or Vornado Realty Trust.
(iii) The LTIP Units to be issued, the Common Units issuable upon conversion of the LTIP Units and any REIT Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the
Ex. B-2
Employee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Employee’s right (subject to the terms of the LTIP Units, the Stock Plan and this Agreement) at all times to sell or otherwise dispose of all or any part of his LTIP Units, Common Units or REIT Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his assets being at all times within his control.
(iv) The Employee acknowledges that (A) neither the LTIP Units to be issued, nor the Common Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and Vornado Realty Trust on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Employee contained herein, (C) such LTIP Units or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Common Units and (E) neither the Partnership nor Vornado Realty Trust has any obligation or intention to register such LTIP Units or the Common Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for REIT Shares, Vornado Realty Trust may issue such REIT Shares under the 2010 Omnibus Share Plan (the “Stock Plan”) and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Employee is eligible to receive such REIT Shares under the Stock Plan at the time of such issuance, (II) Vornado Realty Trust has filed a Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such REIT Shares and (III) such Form S-8 is effective at the time of the issuance of such REIT Shares. The Employee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units which are set forth in the Partnership Agreement or this Agreement, the Employee may have to bear the economic risk of his ownership of the LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units for an indefinite period of time.
(v) The Employee has determined that the LTIP Units are a suitable investment for the Employee.
(vi) No representations or warranties have been made to the Employee by the Partnership or Vornado Realty Trust, or any officer, director,
Ex. B-3
shareholder, agent, or affiliate of any of them, and the Employee has received no information relating to an investment in the Partnership or the LTIP Units except the information specified in paragraph (b) above.
(c) So long as the Employee holds any LTIP Units, the Employee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code, applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.
(d) The Employee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached hereto as Exhibit C. The Employee agrees to file the election (or to permit the Partnership to file such election on the Employee’s behalf) within thirty (30) days after the award of the LTIP Units hereunder with the IRS Service Center at which such Employee files his personal income tax returns, and to file a copy of such election with the Employee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Employee.
(e) The address set forth on the signature page of this Agreement is the address of the Employee’s principal residence, and the Employee has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.
Ex. B-4
SCHEDULE A TO RESTRICTED LTIP UNIT AGREEMENT
.
(Terms being defined are in quotation marks.)
Date of Restricted LTIP Unit Agreement: | |
Name of Employee: | |
Number of LTIP Units Subject to Grant: | |
Date of Grant: | |
Date on Which Restricted LTIP Units are Fully Vested: | |
Vesting Period: | [__] years |
“Annual Vesting Amount” Insert the number of LTIP Units that vest each year or other applicable vesting schedule. | [__] |
“Annual Vesting Date” (or if such date is not a business day, on the next succeeding business day): Insert the calendar date of each year on which LTIP Units will vest or other appropriate vesting schedule. | |
Additional Matters: | |
Initials of Vornado Realty Trust representative:
Initials of Employee:
EXHIBIT 10.39
FORM OF VORNADO REALTY TRUST 2010 OMNIBUS SHARE PLAN
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT made as of date set forth on Schedule A hereto between VORNADO REALTY TRUST, a Maryland real estate investment trust (the “Company”), and the employee of the Company or one of its affiliates listed on Schedule A (the “Employee”).
RECITALS
A. In accordance with the Vornado Realty Trust 2010 Omnibus Share Plan, as it may be amended from time to time (the “Plan”), the Company desires in connection with the employment of the Employee, to provide the Employee with an opportunity to acquire shares of the Company’s common shares of beneficial interest, par value $0.04 per share (the “Common Shares”), and thereby provide additional incentive for the Employee to promote the progress and success of the business of the Company and its subsidiaries.
B. Schedule A hereto sets forth certain significant details of the share grant herein and is incorporated herein by reference. Capitalized terms used herein and not otherwise defined have the meanings provided on Schedule A.
NOW, THEREFORE, the Company and the Employee hereby agree as follows:
AGREEMENT
1. Grant of Restricted Stock. On the terms and conditions set forth below, as well as the terms and conditions of the Plan, the Company hereby grants to the Employee such number of Common Shares as is set forth on Schedule A (the “Restricted Stock”).
2. Vesting Period. The vesting period of the Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding).
The Employee shall not have the right to receive dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is employed by the Company or its affiliates on the payroll date coinciding with or immediately following the date any such dividends are paid on the Restricted Shares.
The Employee shall have the right to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expired.
3. Forfeiture of Restricted Stock. If the employment of the Employee by the Company or its affiliates terminates for any reason except Retirement, death or following a Change in Control as described below, the shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall be forfeited and returned to the Company. Upon the Employee’s Retirement, any shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination shall not be forfeited, and shall continue to vest in accordance with the vesting schedule set forth on Schedule A as if the Employee had remained employed with the Company and the Employee shall have the right to receive a cash amount in accordance with Section 2 equal to dividends payable on such shares of Restricted Stock following the Employee’s Retirement as if the Employee was employed on the applicable payroll date. Upon the Employee’s death, all of the shares of Restricted Stock (whether or not vested) shall become fully vested and shall not be forfeitable. Upon the occurrence of (a) a Change in Control of the Company, and (b) the termination of employment of the Employee with the Company or its affiliates within 24 months of such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then any shares of Restricted Stock for which the applicable Vesting Period has not expired, shall become fully vested and shall not be forfeitable. For purposes of this Restricted Stock Agreement, a “Change in Control” of the Company means the occurrence of one of the following events:
(i) individuals who, on the Grant Date, constitute the Board of Trustees of the Company (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board of Trustees (the “Board”), provided that any person becoming a trustee subsequent to the Grant Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be an Incumbent Trustee;
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(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Grant Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) the Company or any majority-owned subsidiary of the Company (provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned subsidiary), (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any such majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the partners (as of the Grant Date) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the “Interstate Partners”), (b) any entities the majority of the voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”);
(iii) the consummation of a merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all or substantially all of the Company’s assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the total voting power of the entity resulting from such Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (F) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a “Non-Qualifying Transaction”); or
(iv) Board approval of a liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Company’s shareholders in substantially the same proportions as such shareholders owned the Company’s Voting Securities immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Employee under this Restricted Stock Agreement.
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For the purposes of this Section, “Cause” will mean with respect to the Employee, the Employee’s: (a) conviction of, or plea of guilty or nolo contendre to, a felony pertaining or otherwise relating to his or her employment with the Company or an affiliate; or (b) willful misconduct that is materially economically injurious to the Company or any of its affiliates, in each case as determined in the Company’s sole discretion. For the purposes of this Section, “Good Reason” will mean (a) the assignment to the Employee of duties materially and adversely inconsistent with the Employee’s status prior to the Change in Control or a material and adverse alteration in the nature of the Employee’s duties, responsibilities or authority; (b) a reduction in the Employee’s base salary; or (c) a relocation of the Employee’s own office location to a location more than 30 miles from its location prior to the Change in Control. In the event the Employee is a party to an employment agreement with the Company or an affiliate thereof, and the definitions of Cause or Good Reason contained herein conflict with terms provided therefor in such employment agreement (or similar terms or provisions intended to cover substantially similar circumstances) the definitions contained in such employment agreement will govern.
For the purposes of this Section, “Retirement” will mean (A) if the Employee is a party to an employment agreement with the Company or an affiliate thereof immediately prior to such event, and “Retirement” is defined therein, then “Retirement” shall have the meaning set forth in such agreement, or (B) if the Employee is not party to an employment agreement with the Company or an affiliate thereof immediately prior to such event or if the Employee is party to such an agreement and such agreement does not define “Retirement” or a substantially equivalent term, then “Retirement” shall mean the Employee’s termination of his or her employment with the Company and its affiliates after attainment of age 65.
4. Certificates. Each certificate issued in respect of the Restricted Stock awarded under this Restricted Stock Agreement shall be registered in the Employee’s name and held by the Company until the expiration of the applicable Vesting Period. At the expiration of each Vesting Period, the Company shall deliver to the Employee (or, if applicable, to the Employee’s legal representatives, beneficiaries or heirs) certificates representing the number of Common Shares that vested upon the expiration of such Vesting Period. The Employee agrees that any resale of the Common Shares received upon the expiration of the applicable Vesting Period shall not occur during the “blackout periods” forbidding sales of Company securities, as set forth in the then applicable Company employee manual or insider trading policy. In addition, any resale shall be made in compliance with the registration requirements of the Securities Act of 1933, as amended, or an applicable exemption therefrom, including, without limitation, the exemption provided by Rule 144 promulgated thereunder (or any successor rule).
5. Tax Withholding. The Company or its applicable affiliate has the right to withhold from cash compensation payable to the Employee all applicable income and employment taxes due and owing at the time the applicable portion of the Restricted Stock becomes includible in the Employee’s income (the “Withholding Amount”), and/or to delay delivery of Restricted Stock until appropriate arrangements have been made for
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payment of such withholding. In the alternative, the Company has the right to retain and cancel, or sell or otherwise dispose of such number of shares of Restricted Stock as have a market value determined at date the applicable shares vest, approximately equal to the Withholding Amount with any excess proceeds being paid to Employee.
6. Certain Adjustments. In the event of any change in the outstanding Common Shares by reason of any share dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distribution to common shareholders other than regular dividends, any shares or other securities received by the Employee with respect to the applicable Restricted Stock for which the Vesting Period shall not have expired will be subject to the same restrictions as the Restricted Stock with respect to an equivalent number of shares and shall be deposited with the Company.
7. No Right to Employment. Nothing herein contained shall affect the right of the Company or any affiliate to terminate the Employee’s services, responsibilities and duties at any time for any reason whatsoever.
8. Notice. Any notice to be given to the Company shall be addressed to the Secretary of the Company at 888 Seventh Avenue, New York, New York 10019 and any notice to be given the Employee shall be addressed to the Employee at the Employee’s address as it appears on the employment records of the Company, or at such other address as the Company or the Employee may hereafter designate in writing to the other.
9. Governing Law. This Restricted Stock Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without references to principles of conflict of laws.
10. Successors and Assigns. This Restricted Stock Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and any successors to the Employee by will or the laws of descent and distribution, but this Restricted Stock Agreement shall not otherwise be assignable or otherwise subject to hypothecation by the Employee.
11. Severability. If, for any reason, any provision of this Restricted Stock Agreement is held invalid, such invalidity shall not affect any other provision of this Restricted Stock Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Restricted Stock Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Restricted Stock Agreement, shall to the full extent consistent with law continue in full force and effect.
5
12. Headings. The headings of paragraphs hereof are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Restricted Stock Agreement.
13. Counterparts. This Restricted Stock Agreement may be executed in multiple counterparts with the same effect as if each of the signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.
14. Miscellaneous. This Restricted Stock Agreement may not be amended except in writing signed by the Company and the Employee. Notwithstanding the foregoing, this Restricted Stock Agreement may be amended in writing signed only by the Company to: (a) correct any errors or ambiguities in this Restricted Stock Agreement; and/or (b) to make such changes that do not materially adversely affect the Employee’s rights hereunder. This grant shall in no way affect the Employee’s participation or benefits under any other plan or benefit program maintained or provided by the Company. In the event of a conflict between this Restricted Stock Agreement and the Plan, the Plan shall govern.
15. CONFLICT WITH EMPLOYMENT AGREEMENT. If (and only if) the Employee and the Company or its affiliates have entered into an employment agreement, in the event of any conflict between any of the provisions of this Agreement and any such employment agreement the provisions of such employment agreement will govern. As further provided in Section 7, nothing herein shall imply that any employment agreement exists between the Employee and the Company or its affiliates.
[signature page follows]
6
IN WITNESS WHEREOF, this Restricted Stock Agreement has been executed by the parties hereto as of the date and year first above written.
VORNADO REALTY TRUST | ||
By: | ||
Name: | ||
Title: | ||
Name | ||
7
SCHEDULE A TO RESTRICTED STOCK AGREEMENT
(Terms being defined are in quotation marks.)
Date of Restricted Stock Agreement: | |
Name of Employee: | |
Number of Common Shares Subject to Grant: | |
Date of Grant: | |
Date on Which Restricted Stock is Fully Vested: | |
Vesting Period: | [__] years |
“Annual Vesting Amount” Insert the number of Restricted Shares that vest each year or other applicable vesting schedule. | [__] |
“Annual Vesting Date” (or if such date is not a business day, on the next succeeding business day): Insert the calendar date of each year on which Restricted Shares will vest or other appropriate vesting schedule. | |
Initials of Company representative:
Initials of Employee:
8
EXHIBIT 21
All of the following are subsidiaries of both Vornado Realty Trust and Vornado Realty, L.P. as of December 31, 2018, except Vornado Realty, L.P. is a subsidiary of only Vornado Realty Trust.
VORNADO REALTY TRUST AND VORNADO REALTY L.P. | ||||||
FORM 10-K | ||||||
SUBSIDIARIES OF THE REGISTRANT | ||||||
AS OF DECEMBER 31, 2018 | ||||||
State of | ||||||
Name of Subsidiary | Organization | |||||
1 | 11 East 68th Street LLC | Delaware | 1 | |||
2 | 11 East 68th TRS LLC | Delaware | 2 | |||
3 | 1290 Management II, LLC | Delaware | 3 | |||
4 | 131 West 33rd Street Owner LLC | Delaware | 4 | |||
5 | 137 West 33rd Street Owner LLC | Delaware | 5 | |||
6 | 138-142 West 32nd EAT LLC | Delaware | 6 | |||
7 | 144-150 West 34th Street EAT LLC | Delaware | 7 | |||
8 | 144-150 West 34th Street Owner II LLC | Delaware | 8 | |||
9 | 148 Spring Street, LLC | Delaware | 9 | |||
10 | 150 East 58th Street, L.L.C. | New York | 10 | |||
11 | 150 Spring Street LLC | Delaware | 11 | |||
12 | 1535 Broadway LLC | Delaware | 12 | |||
13 | 1800 Park REIT LLC | Delaware | 13 | |||
14 | 201 East 66th Street LLC | New York | 14 | |||
15 | 205-217 E. 138th Street LLC | Delaware | 15 | |||
16 | 220 Building Owner LLC | Delaware | 16 | |||
17 | 265 West 34th Street Owner LLC | Delaware | 17 | |||
18 | 27 Washington Sq North Owner LLC | Delaware | 18 | |||
19 | 280 Park Administration LLC | Delaware | 19 | |||
20 | 280 Park Cleaning LLC | Delaware | 20 | |||
21 | 280 Park Junior Mezzanine LLC | Delaware | 21 | |||
22 | 280 Park Senior Mezzanine LLC | Delaware | 22 | |||
23 | 29 West 57th Street Owner LLC | Delaware | 23 | |||
24 | 304-306 Canal Street LLC | Delaware | 24 | |||
25 | 31 West 57th Street Owner LLC | Delaware | 25 | |||
26 | 330 Madison Company LLC | Delaware | 26 | |||
27 | 330 Madison Property Owner LLC | Delaware | 27 | |||
28 | 334 Canal Street LLC | Delaware | 28 | |||
29 | 350 Park EAT LLC | Delaware | 29 | |||
30 | 4 USS LLC | Delaware | 30 | |||
31 | 40 East 14 Realty Associates, L.L.C. | New York | 31 | |||
32 | 40 Fulton Street LLC | New York | 32 | |||
33 | 401 Commercial Son II LLC | Delaware | 33 | |||
34 | 401 Commercial Son, LLC | Delaware | 34 | |||
35 | 401 Commercial, L.P. | Delaware | 35 | |||
36 | 401 General Partner, L.L.C. | Delaware | 36 | |||
37 | 401 Hotel General Partner, L.L.C. | Delaware | 37 | |||
38 | 401 Hotel REIT, LLC | Delaware | 38 | |||
39 | 401 Hotel TRS, Inc. | Delaware | 39 | |||
40 | 401 Hotel, L.P. | Delaware | 40 | |||
41 | 408 West 15th Street Owner LLC | Delaware | 41 | |||
42 | 480-486 Broadway, LLC | Delaware | 42 | |||
43 | 486 8th Avenue Owner LLC | Delaware | 43 | |||
44 | 488 Eighth Avenue Owner LLC | Delaware | 44 | |||
45 | 49 West 57th Street Owner LLC | Delaware | 45 | |||
46 | 50 East 86th Street Owner LLC | Delaware | 46 | |||
47 | 501 Broadway Parallel REIT LLC | Delaware | 47 | |||
48 | 501 Broadway REIT LLC | Delaware | 48 | |||
49 | 527 West Kinzie LLC | Delaware | 49 | |||
50 | 555 California Restaurant LLC | Delaware | 50 | |||
51 | 555 California Restaurant Trust | Maryland | 51 | |||
52 | 555 California Services JV LLC | Delaware | 52 | |||
53 | 555 California TRS LLC | Delaware | 53 | |||
54 | 58 Central Park III LLC | Delaware | 54 | |||
55 | 58 Central Park LLC | Delaware | 55 | |||
56 | 61 Ninth Avenue Development Holdings LLC | Delaware | 56 | |||
57 | 61 Ninth Avenue Development LLC | Delaware | 57 | |||
58 | 61 Ninth Avenue Development Member LLC | Delaware | 58 | |||
59 | 61 Ninth Avenue Management LLC | Delaware | 59 | |||
60 | 61 Ninth Retail Manager LLC | Delaware | 60 | |||
61 | 650 Madison GP LLC | Delaware | 61 | |||
62 | 650 Madison GP LP | Delaware | 62 | |||
63 | 650 Madison Junior Mezz LLC | Delaware | 63 | |||
64 | 650 Madison Office Manager LLC | Delaware | 64 | |||
65 | 650 Madison Owner LLC | Delaware | 65 | |||
66 | 650 Madison Retail Manager LLC | Delaware | 66 | |||
67 | 650 Madison Senior Mezz LLC | Delaware | 67 | |||
68 | 655 Fifth Avenue LLC | Delaware | 68 | |||
69 | 655 Fifth Avenue Owner LLC | Delaware | 69 | |||
70 | 655 Fifth Holdings LLC | Delaware | 70 | |||
71 | 655 Fifth II LLC | Delaware | 71 | |||
72 | 655 Fifth III LLC | Delaware | 72 | |||
73 | 655 Fifth IV LLC | Delaware | 73 | |||
74 | 689 Fifth Avenue L.L.C. | New York | 74 | |||
75 | 697 Fifth/2 East 55th Street Manager LLC | Delaware | 75 | |||
76 | 697 Fifth/2 East 55th Street TIC A Holdings LLC | Delaware | 76 | |||
77 | 697 Fifth/2 East 55th Street TIC A Mezz LLC | Delaware | 77 | |||
78 | 697 Fifth/2 East 55th Street TIC A Titleholder LLC | Delaware | 78 | |||
79 | 697 Fifth/2 East 55th Street TIC B Lower-Tier LLC | Delaware | 79 | |||
80 | 697 Fifth/2 East 55th Street TIC B Mezz LLC | Delaware | 80 | |||
81 | 697 Fifth/2 East 55th Street TIC B Upper-Tier LLC | Delaware | 81 | |||
82 | 697 Fifth/2 East 55th TIC B Holdings LLC | Delaware | 82 | |||
83 | 697 Fifth/2 East 55th TIC B Mortgage Borrower LLC | Delaware | 83 | |||
84 | 6M Investor LP | Delaware | 84 | |||
85 | 6M REIT LLC | Delaware | 85 | |||
86 | 7 West 34th Street LLC | New York | 86 | |||
87 | 715 Lexington Avenue LLC | New York | 87 | |||
88 | 715 Lexington Avenue TIC II LLC | Delaware | 88 | |||
89 | 715 Lexington Avenue TIC LLC | Delaware | 89 | |||
90 | 770 Broadway Company LLC | New York | 90 | |||
91 | 770 Broadway Mezzanine LLC | Delaware | 91 | |||
92 | 770 Broadway Owner LLC | Delaware | 92 | |||
93 | 825 Seventh Avenue Holding Corporation | New York | 93 | |||
94 | 825 Seventh Avenue Holding L.L.C. | New York | 94 | |||
95 | 85 Tenth Junior Mezz LLC | Delaware | 95 | |||
96 | 888 Seventh Avenue LLC | Delaware | 96 | |||
97 | 909 Third Avenue Assignee LLC | New York | 97 | |||
98 | 909 Third Company, L.P. | New York | 98 | |||
99 | 909 Third GP, LLC | Delaware | 99 | |||
100 | 968 Third, L.L.C. | New York | 100 | |||
101 | Alexander's, Inc. | Delaware | 101 | |||
102 | Arbor Property, L.P. | Delaware | 102 | |||
103 | Art on theMart LLC | Delaware | 103 | |||
104 | Art Patron Holdings LLC | Delaware | 104 | |||
105 | Balena Real Estate Development II LLC | Delaware | 105 | |||
106 | Balena Real Estate Development III LLC | Delaware | 106 | |||
107 | Balena Real Estate Development IV LLC | Delaware | 107 | |||
108 | Balena Real Estate Development LLC | Delaware | 108 | |||
109 | Bensalem VF, L.L.C. | Pennsylvania | 109 | |||
110 | Building Maintenance Service LLC | Delaware | 110 | |||
111 | Circle 1 LLC | Delaware | 111 | |||
112 | CPTS Domestic Owner LLC | Delaware | 112 | |||
113 | CPTS Hotel Lessee LLC | Delaware | 113 | |||
114 | CPTS Hotel Lessee Mezz 1 LLC | Delaware | 114 | |||
115 | CPTS Hotel Lessee Mezz 2 LLC | Delaware | 115 | |||
116 | CPTS Hotel Lessee Mezz 3 LLC | Delaware | 116 | |||
117 | CPTS Parallel Owner LLC | Delaware | 117 | |||
118 | CPTS TRS LLC | Delaware | 118 | |||
119 | CV Harlem Park LLC | Delaware | 119 | |||
120 | Design Center Owner (D.C.), L.L.C. | Delaware | 120 | |||
121 | Durham Leasing II L.L.C. | New Jersey | 121 | |||
122 | Durham Leasing L.L.C. | New Jersey | 122 | |||
123 | Eleven Penn Plaza LLC | New York | 123 | |||
124 | Farley Building Leasing LLC | Delaware | 124 | |||
125 | Farley Building Master Tenant LLC | Delaware | 125 | |||
126 | Farley Building TRS LLC | Delaware | 126 | |||
127 | Farley Cleaning LLC | Delaware | 127 | |||
128 | Farley Developer LLC | Delaware | 128 | |||
129 | Farley Lease Management LLC | Delaware | 129 | |||
130 | Farley Property Manager LLC | Delaware | 130 | |||
131 | Franconia GP, L.L.C. | Delaware | 131 | |||
132 | Fuller Madison LLC | New York | 132 | |||
133 | Gallery Market Holding Company, L.L.C. | Pennsylvania | 133 | |||
134 | Gallery Market Holding Company, L.P. | Pennsylvania | 134 | |||
135 | Gallery Market Properties Holding Company, L.L.C. | Pennsylvania | 135 | |||
136 | Gallery Market Properties Holding Company, L.P. | Pennsylvania | 136 | |||
137 | Garfield Parcel L.L.C. | New Jersey | 137 | |||
138 | Geneva Associates Owner LLC | Delaware | 138 | |||
139 | Green Acres 666 Fifth Retail EAT TIC Owner LLC | Delaware | 139 | |||
140 | Green Acres 666 Fifth Retail TIC Owner LLC | Delaware | 140 | |||
141 | Green Acres Mall, L.L.C. | Delaware | 141 | |||
142 | Guard Management Service Corp. | Delaware | 142 | |||
143 | HBR Properties Annapolis, L.L.C. | Delaware | 143 | |||
144 | HBR Properties, L.L.C. | Delaware | 144 | |||
145 | IP Mezz Borrower I LLC | Delaware | 145 | |||
146 | IP Mezz Borrower II LLC | Delaware | 146 | |||
147 | IP Mortgage Borrower LLC | Delaware | 147 | |||
148 | LaSalle Hubbard L.L.C. | Delaware | 148 | |||
149 | Leva II Holdings LLC | Delaware | 149 | |||
150 | Leva III Holdings LLC | Delaware | 150 | |||
151 | Lincoln Road II LLC | Delaware | 151 | |||
152 | Lincoln Road Management LLC | Delaware | 152 | |||
153 | Lincoln Road Parallel REIT LLC | Delaware | 153 | |||
154 | Lincoln Road REIT LLC | Delaware | 154 | |||
155 | M 330 Associates L.P. | New York | 155 | |||
156 | M 393 Associates LLC | New York | 156 | |||
157 | Mart Parking II, LLC | Delaware | 157 | |||
158 | Mart Parking LLC | Delaware | 158 | |||
159 | Mart Trade Show L.L.C. | Delaware | 159 | |||
160 | Menands Holding Corporation | New York | 160 | |||
161 | Menands VF L.L.C. | New York | 161 | |||
162 | Merchandise Mart First Mezzanine Borrower L.L.C. | Delaware | 162 | |||
163 | Merchandise Mart Holdco L.L.C. | Delaware | 163 | |||
164 | Merchandise Mart L.L.C. | Delaware | 164 | |||
165 | Merchandise Mart Properties, Inc. | Delaware | 165 | |||
166 | Merchandise Mart Second Mezzanine Borrower L.L.C. | Delaware | 166 | |||
167 | MMPI Piers MTS L.L.C. | Delaware | 167 | |||
168 | MMPI Volta LLC | Delaware | 168 | |||
169 | Mortgage Owner LLC | Delaware | 169 | |||
170 | Moynihan Interim Tenant LLC | Delaware | 170 | |||
171 | Moynihan Train Hall Developer LLC | Delaware | 171 | |||
172 | MTS-MM L.L.C. | Delaware | 172 | |||
173 | New Jersey GL LLC | Delaware | 173 | |||
174 | Ninety Park Lender LLC | New York | 174 | |||
175 | Ninety Park Lender QRS, Inc. | Delaware | 175 | |||
176 | Ninety Park Manager LLC | New York | 176 | |||
177 | Ninety Park Property LLC | New York | 177 | |||
178 | Office Center Owner (D.C.) L.L.C. | Delaware | 178 | |||
179 | One Park Owner JV LP | Delaware | 179 | |||
180 | One Penn Plaza LLC | New York | 180 | |||
181 | One Penn Plaza TRS, Inc. | Delaware | 181 | |||
182 | Orleans Hubbard LLC | Delaware | 182 | |||
183 | Paris Associates Owner LLC | Delaware | 183 | |||
184 | PCJ I Inc. | New York | 184 | |||
185 | Peak Power One LLC | Delaware | 185 | |||
186 | Penn Plaza Insurance Company, L.L.C. | Vermont | 186 | |||
187 | Philadelphia VF L.L.C. | Pennsylvania | 187 | |||
188 | Philadelphia VF L.P. | Pennsylvania | 188 | |||
189 | Piers 92/94 LLC | Delaware | 189 | |||
190 | Pike Holding Company, L.L.C. | Pennsylvania | 190 | |||
191 | Pike Holding Company, L.P. | Pennsylvania | 191 | |||
192 | Pike VF L.L.C. | Pennsylvania | 192 | |||
193 | Pike VF L.P. | Pennsylvania | 193 | |||
194 | Powerspace & Services, Inc. | Delaware | 194 | |||
195 | Rahway Leasing L.L.C. | New Jersey | 195 | |||
196 | RTR VW LLC | Delaware | 196 | |||
197 | RV Farley Developer LLC | Delaware | 197 | |||
198 | RVS Partners LLC | Delaware | 198 | |||
199 | Shenandoah Parent LLC | Delaware | 199 | |||
200 | Skyline Parent LLC | Delaware | 200 | |||
201 | SMB Administration LLC | Delaware | 201 | |||
202 | SMB Tenant Services LLC | Delaware | 202 | |||
203 | SO Hudson 555 Management, Inc. | Delaware | 203 | |||
204 | SO Hudson Westside I Corp. | Delaware | 204 | |||
205 | T53 Condominium, L.L.C. | New York | 205 | |||
206 | The Armory Show Inc. | New York | 206 | |||
207 | The Palisades A/V Company, L.L.C. | Delaware | 207 | |||
208 | The Park Laurel Condominium | Delaware | 208 | |||
209 | The Pennsy Holdings LLC | Delaware | 209 | |||
210 | Thebes I LLC | Delaware | 210 | |||
211 | theMart Manager LLC | Delaware | 211 | |||
212 | TheMart Tots LLC | Delaware | 212 | |||
213 | TMO 1 LLC | Delaware | 213 | |||
214 | Trees Acquisition Subsidiary, Inc. | Delaware | 214 | |||
215 | Two Guys From Harrison N.Y. L.L.C. | New York | 215 | |||
216 | Two Penn Plaza REIT, Inc. | New York | 216 | |||
217 | Umbra Holdings LLC | Delaware | 217 | |||
218 | Upper Moreland Holding Company, L.L.C. | Pennsylvania | 218 | |||
219 | Upper Moreland Holding Company, L.P. | Pennsylvania | 219 | |||
220 | Upper Moreland VF, L.L.C. | Pennsylvania | 220 | |||
221 | VBL Company, L.L.C. | New York | 221 | |||
222 | VCP COI One Park LP | Delaware | 222 | |||
223 | VCP IM L.L.C. | Delaware | 223 | |||
224 | VCP Lincoln Road LLC | Delaware | 224 | |||
225 | VCP LP L.L.C. | Delaware | 225 | |||
226 | VCP One Park Parallel REIT LLC | Delaware | 226 | |||
227 | VCP Parallel COI One Park LP | Delaware | 227 | |||
228 | VFC New Jersey Holding, L.L.C. | Delaware | 228 | |||
229 | Virgin Sign L.L.C. | Delaware | 229 | |||
230 | VMS Lender LLC | Delaware | 230 | |||
231 | VNK L.L.C. | Delaware | 231 | |||
232 | VNO 100 West 33rd Street LLC | Delaware | 232 | |||
233 | VNO 11 East 68th Street Holding Company LLC | Delaware | 233 | |||
234 | VNO 11 East 68th Street Mezz LLC | Delaware | 234 | |||
235 | VNO 11 East 68th Street Property Owner LLC | Delaware | 235 | |||
236 | VNO 125 West 31st Street Mezz LLC | Delaware | 236 | |||
237 | VNO 154 Spring Street LLC | Delaware | 237 | |||
238 | VNO 155 Spring Street LLC | Delaware | 238 | |||
239 | VNO 1750 Pennsylvania Avenue LLC | Delaware | 239 | |||
240 | VNO 1800 Park LLC | Delaware | 240 | |||
241 | VNO 220 Development LLC | Delaware | 241 | |||
242 | VNO 225 West 58th Street LLC | Delaware | 242 | |||
243 | VNO 225 West 58th Street Mezz Owner LLC | Delaware | 243 | |||
244 | VNO 267 West 34th LLC | Delaware | 244 | |||
245 | VNO 280 Park JV Member LLC | Delaware | 245 | |||
246 | VNO 33 West 57th Street LLC | Delaware | 246 | |||
247 | VNO 33-00 Northern Blvd LLC | Delaware | 247 | |||
248 | VNO 3500 US Highway 9 LLC | Delaware | 248 | |||
249 | VNO 401 Commercial Lessee LLC | Delaware | 249 | |||
250 | VNO 431 Seventh Avenue LLC | Delaware | 250 | |||
251 | VNO 435 Seventh Avenue LLC | Delaware | 251 | |||
252 | VNO 443 Broadway Holdings II LLC | Delaware | 252 | |||
253 | VNO 443 Broadway Holdings III LLC | Delaware | 253 | |||
254 | VNO 443 Broadway LLC | Delaware | 254 | |||
255 | VNO 501 Broadway LLC | Delaware | 255 | |||
256 | VNO 510 Fifth LLC | Delaware | 256 | |||
257 | VNO 510 West 22nd JV Member LLC | Delaware | 257 | |||
258 | VNO 510 West 22nd Lender LLC | Delaware | 258 | |||
259 | VNO 535-545 5th Loan LLC | Delaware | 259 | |||
260 | VNO 537 West 26th Street Owner LLC | Delaware | 260 | |||
261 | VNO 555 Fifth LLC | Delaware | 261 | |||
262 | VNO 606 Broadway LLC | Delaware | 262 | |||
263 | VNO 606 Broadway Manager Member LLC | Delaware | 263 | |||
264 | VNO 61 Ninth Avenue Member LLC | Delaware | 264 | |||
265 | VNO 63rd Street LLC | Delaware | 265 | |||
266 | VNO 650 Madison Investor LLC | Delaware | 266 | |||
267 | VNO 650 Madison LLC | Delaware | 267 | |||
268 | VNO 655 Partners LLC | Delaware | 268 | |||
269 | VNO 666 Fifth Holding LLC | Delaware | 269 | |||
270 | VNO 666 Fifth Retail TIC Lessee LLC | Delaware | 270 | |||
271 | VNO 7 West 34th Street Owner LLC | Delaware | 271 | |||
272 | VNO 7 West 34th Street Sub LLC | Delaware | 272 | |||
273 | VNO 701 Seventh Avenue Mezz LLC | Delaware | 273 | |||
274 | VNO 701 Seventh Avenue TRS LLC | Delaware | 274 | |||
275 | VNO 757 Third Avenue LLC | Delaware | 275 | |||
276 | VNO 86 Lex LLC | Delaware | 276 | |||
277 | VNO 93rd Street LLC | Delaware | 277 | |||
278 | VNO 966 Third Avenue LLC | Delaware | 278 | |||
279 | VNO AC LLC | Delaware | 279 | |||
280 | VNO Belmont Wonderland LLC | Delaware | 280 | |||
281 | VNO Building Acquisition LLC | Delaware | 281 | |||
282 | VNO Capital Partners REIT LLC | Delaware | 282 | |||
283 | VNO Capital Partners TRS LLC | Delaware | 283 | |||
284 | VNO CP Co-Investor LP | Delaware | 284 | |||
285 | VNO CP GP LLC | Delaware | 285 | |||
286 | VNO CP LLC | Delaware | 286 | |||
287 | VNO CPPIB Member LLC | Delaware | 287 | |||
288 | VNO Fashion LLC | Delaware | 288 | |||
289 | VNO IF GP LLC | Delaware | 289 | |||
290 | VNO IP Loan LLC | Delaware | 290 | |||
291 | VNO IP Warrant LLC | Delaware | 291 | |||
292 | VNO Island Global LLC | Delaware | 292 | |||
293 | VNO LF 50 West 57th Street Holding LLC | Delaware | 293 | |||
294 | VNO LF 50 West 57th Street JV LLC | Delaware | 294 | |||
295 | VNO LF 50 West 57th Street LLC | Delaware | 295 | |||
296 | VNO LF 50 West 57th Street Management LLC | Delaware | 296 | |||
297 | VNO LNR Holdco, L.L.C. | Delaware | 297 | |||
298 | VNO Morris Avenue GL LLC | Delaware | 298 | |||
299 | VNO New York Office Management LLC | Delaware | 299 | |||
300 | VNO One Park LLC | Delaware | 300 | |||
301 | VNO One Park Management LLC | Delaware | 301 | |||
302 | VNO Pentagon City LLC | Delaware | 302 | |||
303 | VNO Roosevelt Hotel Mezz II LLC | Delaware | 303 | |||
304 | VNO RTR AP, LLC | Delaware | 304 | |||
305 | VNO SC Note LLC | Delaware | 305 | |||
306 | VNO SM GP LLC | Delaware | 306 | |||
307 | VNO SM LLC | Delaware | 307 | |||
308 | VNO Suffolk II LLC | Delaware | 308 | |||
309 | VNO Surplus 2006 LLC | Delaware | 309 | |||
310 | VNO T-Hotel Loan LLC | Delaware | 310 | |||
311 | VNO TRU Kennedy Road LLC | Delaware | 311 | |||
312 | VNO TRU Mall Drive L.P. | Delaware | 312 | |||
313 | VNO TRU MICH L.P. | Delaware | 313 | |||
314 | VNO TRU Military Road L.P. | Delaware | 314 | |||
315 | VNO TRU Rand Road LLC | Delaware | 315 | |||
316 | VNO TRU TX LLC | Delaware | 316 | |||
317 | VNO VE LLC | Delaware | 317 | |||
318 | VNO Wayne License LLC | Delaware | 318 | |||
319 | VNO Wayne Towne Center Holding LLC | Delaware | 319 | |||
320 | VNO Wayne Towne Center LLC | Delaware | 320 | |||
321 | VNO/Farley BL Member LLC | Delaware | 321 | |||
322 | VNO/Farley Developer LLC | Delaware | 322 | |||
323 | VNO/Farley PM Member LLC | Delaware | 323 | |||
324 | Vornado 1399 LLC | Delaware | 324 | |||
325 | Vornado 1540 Broadway LLC | Delaware | 325 | |||
326 | Vornado 220 Central Park South II LLC | Delaware | 326 | |||
327 | Vornado 220 Central Park South LLC | Delaware | 327 | |||
328 | Vornado 25W14 LLC | Delaware | 328 | |||
329 | Vornado 3040 M Street LLC | Delaware | 329 | |||
330 | Vornado 330 W 34 Mezz LLC | Delaware | 330 | |||
331 | Vornado 330 West 34th Street L.L.C. | Delaware | 331 | |||
332 | Vornado 40 East 66th Street LLC | Delaware | 332 | |||
333 | Vornado 40 East 66th Street Member LLC | Delaware | 333 | |||
334 | Vornado 40 East 66th Street TRS LLC | Delaware | 334 | |||
335 | Vornado 401 Commercial LLC | Delaware | 335 | |||
336 | Vornado 601 Madison Avenue, L.L.C. | Delaware | 336 | |||
337 | Vornado 620 Sixth Avenue L.L.C. | Delaware | 337 | |||
338 | Vornado 640 Fifth Avenue L.L.C. | Delaware | 338 | |||
339 | Vornado 677 Madison LLC | Delaware | 339 | |||
340 | Vornado 692 Broadway, L.L.C. | Delaware | 340 | |||
341 | Vornado 90 Park Avenue L.L.C. | Delaware | 341 | |||
342 | Vornado 90 Park Member L.L.C. | Delaware | 342 | |||
343 | Vornado 90 Park QRS, Inc. | Delaware | 343 | |||
344 | Vornado Acquisition Co. LLC | Delaware | 344 | |||
345 | Vornado Air Rights LLC | Delaware | 345 | |||
346 | Vornado Auto L.L.C. | Delaware | 346 | |||
347 | Vornado BAP LLC | Delaware | 347 | |||
348 | Vornado Capital Partners GP LLC | Delaware | 348 | |||
349 | Vornado Capital Partners Parallel GP LLC | Delaware | 349 | |||
350 | Vornado Capital Partners Parallel LP | Delaware | 350 | |||
351 | Vornado Capital Partners Parallel REIT LLC | Delaware | 351 | |||
352 | Vornado Capital Partners, L.P. | Delaware | 352 | |||
353 | Vornado Cogen Holdings LLC | Delaware | 353 | |||
354 | Vornado Communications, LLC | Delaware | 354 | |||
355 | Vornado Concierge LLC | Delaware | 355 | |||
356 | Vornado Condominium Management LLC | Delaware | 356 | |||
357 | Vornado Dune LLC | Delaware | 357 | |||
358 | Vornado Eleven Penn Plaza LLC | Delaware | 358 | |||
359 | Vornado Eleven Penn Plaza Owner LLC | Delaware | 359 | |||
360 | Vornado Everest Lender, L.L.C. | Delaware | 360 | |||
361 | Vornado Everest, L.L.C. | Delaware | 361 | |||
362 | Vornado Farley Member LLC | Delaware | 362 | |||
363 | Vornado Finance GP L.L.C. | Delaware | 363 | |||
364 | Vornado Finance L.P. | Delaware | 364 | |||
365 | Vornado Fort Lee L.L.C. | Delaware | 365 | |||
366 | Vornado Fortress LLC | Delaware | 366 | |||
367 | Vornado Green Acres Acquisition L.L.C. | Delaware | 367 | |||
368 | Vornado Green Acres Holdings L.L.C. | Delaware | 368 | |||
369 | Vornado Green Acres SPE Managing Member, Inc. | Delaware | 369 | |||
370 | Vornado Harlem Park LLC | Delaware | 370 | |||
371 | Vornado India Retail Management LLC | Delaware | 371 | |||
372 | Vornado Investment Corporation | Delaware | 372 | |||
373 | Vornado Investments L.L.C. | Delaware | 373 | |||
374 | Vornado Lending L.L.C. | New Jersey | 374 | |||
375 | Vornado Lodi L.L.C. | Delaware | 375 | |||
376 | Vornado LXP, L.L.C. | Delaware | 376 | |||
377 | Vornado M 330 L.L.C. | Delaware | 377 | |||
378 | Vornado M 393 L.L.C. | Delaware | 378 | |||
379 | Vornado Management Corp. | Delaware | 379 | |||
380 | Vornado Manhattan House Mortgage LLC | Delaware | 380 | |||
381 | Vornado Marketing LLC | Delaware | 381 | |||
382 | Vornado New York RR One L.L.C. | Delaware | 382 | |||
383 | Vornado Newkirk Advisory LLC | Delaware | 383 | |||
384 | Vornado Newkirk L.L.C. | Delaware | 384 | |||
385 | Vornado Office Inc. | Delaware | 385 | |||
386 | Vornado Office Management LLC | Delaware | 386 | |||
387 | Vornado PC LLC | Delaware | 387 | |||
388 | Vornado Penn Plaza Master Plan Developer LLC | Delaware | 388 | |||
389 | Vornado Property Advisor LLC | Delaware | 389 | |||
390 | Vornado Realty L.L.C. | Delaware | 390 | |||
391 | Vornado Realty, L.P. | Delaware | 391 | |||
392 | Vornado Records 2006, L.L.C. | Delaware | 392 | |||
393 | Vornado Retail Finance Manager LLC | Delaware | 393 | |||
394 | Vornado Rosslyn LLC | Delaware | 394 | |||
395 | Vornado RTR DC LLC | Delaware | 395 | |||
396 | Vornado RTR Lessee JV LLC | Delaware | 396 | |||
397 | Vornado RTR Sub LLC | Delaware | 397 | |||
398 | Vornado RTR Urban Development LLC | Delaware | 398 | |||
399 | Vornado RTR Urban Development TMP LLC | Delaware | 399 | |||
400 | Vornado RTR, Inc. | Delaware | 400 | |||
401 | Vornado San Jose LLC | Delaware | 401 | |||
402 | Vornado Savanna LLC | Delaware | 402 | |||
403 | Vornado Savanna SM LLC | Delaware | 403 | |||
404 | Vornado SB 9 L.P. | Delaware | 404 | |||
405 | Vornado SB LLC | Delaware | 405 | |||
406 | Vornado SC Properties II LLC | Delaware | 406 | |||
407 | Vornado SC Properties LLC | Delaware | 407 | |||
408 | Vornado Shenandoah Holdings II LLC | Delaware | 408 | |||
409 | Vornado Sign LLC | Delaware | 409 | |||
410 | Vornado Springfield Mall LLC | Delaware | 410 | |||
411 | Vornado Square Mile LLC | Delaware | 411 | |||
412 | Vornado Suffolk LLC | Delaware | 412 | |||
413 | Vornado Sun LLC | Delaware | 413 | |||
414 | Vornado Title L.L.C. | Delaware | 414 | |||
415 | Vornado Toys Bridge LLC | Delaware | 415 | |||
416 | Vornado Truck LLC | Delaware | 416 | |||
417 | Vornado TSQ LLC | Delaware | 417 | |||
418 | Vornado Two Penn Plaza L.L.C. | Delaware | 418 | |||
419 | Vornado Two Penn Property L.L.C. | Delaware | 419 | |||
420 | Vornado Westbury Retail II LLC | Delaware | 420 | |||
421 | Vornado Westbury Retail LLC | Delaware | 421 | |||
422 | VRT Development Rights LLC | New York | 422 | |||
423 | VSPS LLC | Delaware | 423 | |||
424 | Washington Design Center L.L.C. | Delaware | 424 | |||
425 | Washington Design Center Subsidiary L.L.C. | Delaware | 425 | |||
426 | Washington Mart SPE LLC | Delaware | 426 | |||
427 | Washington Office Center L.L.C. | Delaware | 427 | |||
428 | WDC 666 Fifth Retail TIC Owner LLC | Delaware | 428 | |||
429 | Wells Kinzie L.L.C. | Delaware | 429 | |||
430 | West 57th Street Holding LLC | Delaware | 430 | |||
431 | West 57th Street JV LLC | Delaware | 431 | |||
432 | West 57th Street Management LLC | Delaware | 432 | |||
433 | WOC 666 Fifth Retail TIC Owner LLC | Delaware | 433 | |||
434 | WREC San Pasqual LLC | Delaware | 434 | |||
435 | York VF L.L.C. | Pennsylvania | 435 | |||
436 | 436 | |||||
437 | 437 | |||||
438 | 438 | |||||
439 | 439 | |||||
440 | 440 | |||||
441 | 441 | |||||
442 | 442 | |||||
443 | 443 | |||||
444 | 444 | |||||
445 | 445 | |||||
446 | 446 | |||||
447 | 447 | |||||
448 | 448 | |||||
449 | 449 | |||||
450 | 450 | |||||
451 | 451 | |||||
452 | 452 | |||||
453 | 453 | |||||
454 | 454 | |||||
455 | 455 | |||||
456 | 456 | |||||
457 | 457 | |||||
458 | 458 | |||||
459 | 459 | |||||
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements of our reports dated February 11, 2019, relating to the financial statements of Vornado Realty Trust and subsidiaries, and the effectiveness of Vornado Realty Trust and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Vornado Realty Trust and Vornado Realty L.P. for the year ended December 31, 2018:
Amendment No.1 to Registration Statement No. 333-36080 on Form S-3
Registration Statement No. 333-64015 on Form S-3
Amendment No.1 to Registration Statement No. 333-50095 on Form S-3
Registration Statement No. 333-52573 on Form S-8
Registration Statement No. 333-76327 on Form S-3
Amendment No.1 to Registration Statement No. 333-89667 on Form S-3
Amendment No.1 to Registration Statement No. 333-102215 on Form S-3
Amendment No.1 to Registration Statement No. 333-102217 on Form S-3
Registration Statement No. 333-105838 on Form S-3
Registration Statement No. 333-107024 on Form S-3
Registration Statement No. 333-114146 on Form S-3
Registration Statement No. 333-121929 on Form S-3
Amendment No.1 to Registration Statement No. 333-120384 on Form S-3
Registration Statement No. 333-126963 on Form S-3
Registration Statement No. 333-139646 on Form S-3
Registration Statement No. 333-141162 on Form S-3
Registration Statement No. 333-150592 on Form S-3
Registration Statement No. 333-166856 on Form S-3
Registration Statement No. 333-172880 on Form S-8
Registration Statement No. 333-191865 on Form S-4
and in the following joint registration statements of Vornado Realty Trust and Vornado Realty L.P.:
Registration Statement No. 333-203294 on Form S-3
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 11, 2019
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement No. 333-203294 on Form S-3 of our reports dated February 11, 2019, relating to the financial statements of Vornado Realty L.P., and subsidiaries, and the effectiveness of Vornado Realty L. P. and subsidiaries' internal control over financial reporting, appearing in the Annual Report on Form 10-K of Vornado Realty L.P. and subsidiaries and Vornado Realty Trust for the year ended December 31, 2018.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
February 11, 2019
EXHIBIT 31.1
CERTIFICATION
I, Steven Roth, certify that:
1. | I have reviewed this Annual Report on Form 10-K 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 controls 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. |
February 11, 2019 | ||
/s/ Steven Roth | ||
Steven Roth | ||
Chairman of the Board and Chief Executive Officer | ||
EXHIBIT 31.2
CERTIFICATION
I, Joseph Macnow, certify that:
1. | I have reviewed this Annual Report on Form 10-K 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 controls 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. |
February 11, 2019 | ||
/s/ Joseph Macnow | ||
Joseph Macnow | ||
Executive Vice President – Chief Financial Officer and Chief Administrative Officer | ||
EXHIBIT 31.3
CERTIFICATION
I, Steven Roth, certify that:
1. | I have reviewed this Annual Report on Form 10-K 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 controls 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. |
February 11, 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. | ||
EXHIBIT 31.4
CERTIFICATION
I, Joseph Macnow, certify that:
1. | I have reviewed this Annual Report on Form 10-K 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 controls 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. |
February 11, 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. | ||
EXHIBIT 32.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty Trust (the “Company”), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 11, 2019 | /s/ Steven Roth | ||
Name: | Steven Roth | ||
Title: | Chairman of the Board and Chief Executive Officer | ||
EXHIBIT 32.2
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty Trust (the “Company”), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 11, 2019 | /s/ Joseph Macnow | ||
Name: | Joseph Macnow | ||
Title: | Executive Vice President – Chief Financial Officer and Chief Administrative Officer | ||
EXHIBIT 32.3
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 11, 2019 | /s/ Steven Roth | |||
Name: | Steven Roth | |||
Title: | Chairman of the Board and Chief Executive Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. | |||
EXHIBIT 32.4
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsection (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of Vornado Realty L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 10-K for the year ended December 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
February 11, 2019 | /s/ Joseph Macnow | |||
Name: | Joseph Macnow | |||
Title: | Executive Vice President – Chief Financial Officer and Chief Administrative Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. | |||