• Vornado Announces First Quarter 2023 Financial Results

    Source: Nasdaq GlobeNewswire / 01 May 2023 16:27:11   America/New_York

    NEW YORK, May 01, 2023 (GLOBE NEWSWIRE) -- Vornado Realty Trust (NYSE: VNO) reported today:

    Quarter Ended March 31, 2023 Financial Results

    NET INCOME attributable to common shareholders for the quarter ended March 31, 2023 was $5,168,000, or $0.03 per diluted share, compared to $26,478,000, or $0.14 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table below, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarter ended March 31, 2023 was $2,373,000, or $0.01 per diluted share, and $31,682,000, or $0.16 per diluted share for the prior year's quarter.

    FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended March 31, 2023 was $119,083,000, or $0.61 per diluted share, compared to $154,908,000, or $0.80 per diluted share, for the prior year's quarter. Adjusting for the items that impact period-to-period comparability listed in the table on the following page, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarter ended March 31, 2023 was $116,288,000, or $0.60 per diluted share, and $152,313,000, or $0.79 per diluted share for the prior year's quarter.

    The following table reconciles net income attributable to common shareholders to net income attributable to common shareholders, as adjusted (non-GAAP):

    (Amounts in thousands, except per share amounts)For the Three Months Ended
    March 31,
      2023   2022 
    Net income attributable to common shareholders$5,168  $26,478 
    Per diluted share$0.03  $0.14 
        
    Certain (income) expense items that impact net income attributable to common shareholders:   
    After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units$(6,173) $(5,412)
    Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 2,875   3,173 
    Other 288   7,829 
      (3,010)  5,590 
    Noncontrolling interests' share of above adjustments 215   (386)
    Total of certain (income) expense items that impact net income attributable to common shareholders$(2,795) $5,204 
    Per diluted share (non-GAAP)$(0.02) $0.02 
        
    Net income attributable to common shareholders, as adjusted (non-GAAP)$2,373  $31,682 
    Per diluted share (non-GAAP)$0.01  $0.16 

    The following table reconciles FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):

    (Amounts in thousands, except per share amounts)For the Three Months Ended
    March 31,
      2023   2022 
    FFO attributable to common shareholders plus assumed conversions (non-GAAP)$119,083  $154,908 
    Per diluted share (non-GAAP)$0.61  $0.80 
        
    Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:   
    After-tax net gain on sale of 220 CPS condominium units$(6,173) $(5,412)
    Deferred tax liability on our investment in The Farley Building (held through a taxable REIT subsidiary) 2,875   3,173 
    Other 288   (549)
      (3,010)  (2,788)
    Noncontrolling interests' share of above adjustments 215   193 
    Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net$(2,795) $(2,595)
    Per diluted share (non-GAAP)$(0.01) $(0.01)
        
    FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)$116,288  $152,313 
    Per diluted share (non-GAAP)$0.60  $0.79 

    FFO, as Adjusted Bridge - Q1 2023 vs. Q1 2022

    The following table bridges our FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended March 31, 2022 to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended March 31, 2023:

    (Amounts in millions, except per share amounts)FFO, as Adjusted
     Amount Per Share
    FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended March 31, 2022$152.3  $0.79 
        
    Decrease in FFO, as adjusted due to:   
    Increase in interest expense, net of increase in interest income (30.0)  
    Tenant related items (4.6)  
    Sale of 33‐00 Northern Boulevard, 40 Fulton Street and street retail properties (2.8)  
    Other, net (1.3)  
      (38.7)  
    Noncontrolling interests' share of above items and impact of assumed conversions of convertible securities 2.7   
    Net decrease (36.0)  (0.19)
        
    FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the three months ended March 31, 2023$116.3  $0.60 

    See page 9 for a reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three months ended March 31, 2023 and 2022. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided above.

    Dividends/Share Repurchase Program:

    On April 26, 2023, Vornado announced that it will postpone dividends on its common shares until the end of 2023, at which time, upon finalization of its 2023 taxable income, including the impact of asset sales, it will pay the 2023 dividend in either (i) cash, or (ii) a combination of cash and securities, as determined by its Board of Trustees.

    Vornado also announced that its Board of Trustees has authorized the repurchase of up to $200,000,000 of its outstanding common shares under a newly established share repurchase program. Cash retained from dividends or from asset sales will be used to reduce debt and/or fund share repurchases.

    350 Park Avenue:

    On January 24, 2023, we and the Rudin family (“Rudin”) completed agreements with Citadel Enterprise Americas LLC (“Citadel”) and with an affiliate of Kenneth C. Griffin, Citadel’s Founder and CEO (“KG”), for a series of transactions relating to 350 Park Avenue and 40 East 52nd Street.

    Pursuant to the agreements, Citadel master leases 350 Park Avenue, a 585,000 square foot Manhattan office building, on an “as is” basis for ten years, with an initial annual net rent of $36,000,000. Per the terms of the lease, no tenant allowance or free rent was provided. Citadel will also master lease Rudin’s adjacent property at 40 East 52nd Street (390,000 square feet).

    In addition, we have entered into a joint venture with Rudin (“Vornado/Rudin”) to purchase 39 East 51st Street for $40,000,000 and, upon formation of the KG joint venture described below, will combine that property with 350 Park Avenue and 40 East 52nd Street to create a premier development site (collectively, the “Site”). The purchase is expected to close in the second quarter of 2023.

    From October 2024 to June 2030, KG will have the option to either:

    • acquire a 60% interest in a joint venture with Vornado/Rudin that would value the Site at $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin) and build a new 1,700,000 square foot office tower (the “Project”) pursuant to East Midtown Subdistrict zoning with Vornado/Rudin as developer. KG would own 60% of the joint venture and Vornado/Rudin would own 40% (with Vornado owning 36% and Rudin owning 4% of the joint venture along with a $250,000,000 preferred equity interest in the Vornado/Rudin joint venture).

      • at the joint venture formation, Citadel or its affiliates will execute a pre-negotiated 15-year anchor lease with renewal options for approximately 850,000 square feet (with expansion and contraction rights) at the Project for its primary office in New York City;
      • the rent for Citadel’s space will be determined by a formula based on a percentage return (that adjusts based on the actual cost of capital) on the total Project cost;
      • the master leases will terminate at the scheduled commencement of demolition;
    • or, exercise an option to purchase the Site for $1.4 billion ($1.085 billion to Vornado and $315,000,000 to Rudin), in which case Vornado/Rudin would not participate in the new development.

    Further, Vornado/Rudin will have the option from October 2024 to September 2030 to put the Site to KG for $1.2 billion ($900,000,000 to Vornado and $300,000,000 to Rudin). For ten years following any put option closing, unless the put option is exercised in response to KG’s request to form the joint venture or KG makes a $200,000,000 termination payment, Vornado/Rudin will have the right to invest in a joint venture with KG on the terms described above if KG proceeds with development of the Site.

    Dispositions:

    Alexander's, Inc. ("Alexander's")

    On March 8, 2023, Alexander's entered into an agreement to sell the Rego Park III land parcel, located in Queens, New York, for $71,060,000, inclusive of consideration for Brownfield tax benefits and reimbursement of costs for plans, specifications and improvements to date. Alexander's anticipates the closing of the sale in the second quarter of 2023 and will recognize a financial statement gain of approximately $54,000,000. Upon completion of the sale, we will recognize our approximate $16,000,000 share of the net gain.

    Financings:

    150 West 34th Street Loan Participation

    On January 9, 2023, our $105,000,000 participation in the $205,000,000 mortgage loan on 150 West 34th Street was repaid, which reduced “other assets” and “mortgages payable, net” on our consolidated balance sheets by $105,000,000. The remaining $100,000,000 mortgage loan balance bears interest at SOFR plus 1.86%, subject to an interest rate cap arrangement with a SOFR strike rate of 4.10%, and matures in May 2024.

    Financings - continued:

    Interest Rate Hedging Activities

    We entered into the following interest rate swap agreements during the three months ended March 31, 2023. For further detail on our interest rate swap and cap arrangements see page 28 of our Supplemental Operating and Financial Data package for the quarter ended March 31, 2023.

    (Amounts in thousands) Notional Amount All-In Swapped Rate Swap Expiration Date Variable Rate Spread
    555 California Street (effective 05/24) $840,000 5.92% 05/26 L+193
    Unsecured term loan(1) (effective 10/23)  150,000 5.13% 07/25 S+130

    ____________________

    (1) The unsecured term loan, which matures in December 2027, is subject to various interest rate swap arrangements through August 2027, see below for details:

      Swapped Balance All-In Swapped Rate Unswapped Balance
    (bears interest at S+130)
    Through 10/23 $800,000 4.05% $—
    10/23 through 07/25  700,000 4.53%  100,000
    07/25 through 10/26  550,000 4.36%  250,000
    10/26 through 08/27  50,000 4.04%  750,000


    Leasing Activity For the Three Months Ended March 31, 2023    :

    The leasing activity and related statistics below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with 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.

    • 777,000 square feet of New York Office space (771,000 square feet at share) at an initial rent of $101.02 per square foot and a weighted average lease term of 9.5 years. The changes in the GAAP and cash mark-to-market rent on the 677,000 square feet of second generation space were positive 8.5% and positive 1.7%, respectively. Tenant improvements and leasing commissions were $2.48 per square foot per annum, or 2.5% of initial rent.
    • 25,000 square feet of New York Retail space (20,000 square feet at share) at an initial rent of $373.07 per square foot and a weighted average lease term of 6.8 years. The changes in the GAAP and cash mark-to-market rent on the 7,000 square feet of second generation space were positive 2.9% and positive 2.4%, respectively. Tenant improvements and leasing commissions were $26.54 per square foot per annum, or 7.1% of initial rent.
    • 79,000 square feet at THE MART (all at share) at an initial rent of $56.44 per square foot and a weighted average lease term of 6.8 years. The changes in the GAAP and cash mark-to-market rent on the 51,000 square feet of second generation space were negative 1.5% and negative 7.9%, respectively. Tenant improvements and leasing commissions were $8.04 per square foot per annum, or 14.2% of initial rent.
    • 4,000 square feet at 555 California Street (3,000 square feet at share) at an initial rent of $156.96 per square foot and a weighted average lease term of 7.0 years. The 4,000 square feet was first generation space. Tenant improvements and leasing commissions were $39.07 per square foot per annum, or 24.9% of initial rent.

    Same Store Net Operating Income ("NOI") At Share:

    Below is the percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, THE MART and 555 California Street.

     Total New York THE MART 555 California Street
    Same store NOI at share % increase (decrease)(1):       
    Three months ended March 31, 2023 compared to March 31, 20220.0% 1.6% (22.6)% 4.3%
    Three months ended March 31, 2023 compared to December 31, 2022(4.2)% (2.7)% (26.9)% 1.7%
            
    Same store NOI at share - cash basis % increase (decrease)(1):       
    Three months ended March 31, 2023 compared to March 31, 20221.5% 3.8% (28.2)% 8.3%
    Three months ended March 31, 2023 compared to December 31, 2022(3.5)% (0.6)% (36.1)% 0.3%

    ____________________

    (1) See pages 11 through 14 for same store NOI at share and same store NOI at share - cash basis reconciliations.

    NOI At Share:

    The elements of our New York and Other NOI at share for the three months ended March 31, 2023 and 2022 and December 31, 2022 are summarized below.

    (Amounts in thousands)For the Three Months Ended
     March 31, December 31,
    2022
      2023  2022 
    NOI at share:     
    New York:     
    Office(1)$174,270 $177,809 $184,045
    Retail 47,196  52,105  50,083
    Residential 5,458  4,774  4,978
    Alexander's 9,070  8,979  9,489
    Total New York 235,994  243,667  248,595
    Other:     
    THE MART 15,409  19,914  21,276
    555 California Street 16,929  16,235  16,641
    Other investments 5,151  4,442  5,243
    Total Other 37,489  40,591  43,160
          
    NOI at share$273,483 $284,258 $291,755

    _______________________
    See notes below.

    NOI At Share - Cash Basis:

    The elements of our New York and Other NOI at share - cash basis for the three months ended March 31, 2023 and 2022 and December 31, 2022 are summarized below.

    (Amounts in thousands)For the Three Months Ended
     March 31, December 31,
    2022
      2023  2022 
    NOI at share - cash basis:     
    New York:     
    Office(1)$182,081 $177,827 $182,648
    Retail 44,034  47,393  46,168
    Residential 5,051  4,689  4,660
    Alexander's 9,861  9,783  10,236
    Total New York 241,027  239,692  243,712
    Other:     
    THE MART 14,675  20,436  23,163
    555 California Street 17,718  16,360  17,672
    Other investments 5,115  4,640  5,052
    Total Other 37,508  41,436  45,887
          
    NOI at share - cash basis$278,535 $281,128 $289,599

    ______________________

    (1) Includes Building Maintenance Services NOI of $6,289, $5,782 and $8,305, respectively, for the three months ended March 31, 2023 and 2022 and December 31, 2022.

    PENN District - Active Development/Redevelopment Summary as of March 31, 2023

    (Amounts in thousands of dollars, except square feet)    
        Property
    Rentable
    Sq. Ft.
    		   Cash Amount
    Expended
    		 Remaining Expenditures
    		 Stabilization Year
    		 Projected
    Incremental
    Cash Yield
    Active PENN District Projects Segment  Budget(1)    
    PENN 2 - as expanded New York 1,795,000 750,000 452,509 297,491 2025  9.5% 
    PENN 1 (including LIRR Concourse Retail)(2) New York 2,547,000 450,000 384,843 65,157 N/A  13.2%(2)(3)
    Districtwide Improvements New York N/A 100,000 42,098 57,902 N/A  N/A  
    Total Active PENN District Projects     1,300,000 879,450 420,550    10.1% 

    ________________________________

    (1) Excluding debt and equity carry.
    (2) Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.2% projected return is before the ground rent reset in June 2023, which may be material.
    (3) Projected to be achieved as pre-redevelopment leases roll, which have an approximate average remaining term of 3.4 years.

    There can be no assurance that the above projects will be completed, completed on schedule or within budget. In addition, there can be no assurance that the Company will be successful in leasing the properties on the expected schedule or at the assumed rental rates.

    Conference Call and Audio Webcast

    As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, May 2, 2023 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 833-816-1409 (domestic) or 412-317-0502 (international) and asking the operator to join the Vornado Realty Trust conference call. A live webcast of the conference call will be available on Vornado’s website at www.vno.com in the Investor Relations section and an online playback of the webcast will be available on the website following the conference call.

    Contact

    Thomas J. Sanelli
    (212) 894-7000

    Supplemental Data

    Further details regarding results of operations, properties and tenants can be accessed at the Company’s website www.vno.com. Vornado Realty Trust is a fully - integrated equity real estate investment trust.

    Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "would," "may" or other similar expressions in this press release. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost, projected incremental cash yield, stabilization date and cost to complete; estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions, including the form of any 2023 dividend payments, and the amount and form of potential share repurchases and/or asset sales. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2022. Currently, some of the factors are the increase in interest rates and inflation and the continuing effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect that these factors have had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general.


    VORNADO REALTY TRUST
    CONSOLIDATED BALANCE SHEETS

    (Amounts in thousands)As of March 31, Increase
    (Decrease)
      2023   2022  
    ASSETS     
    Real estate, at cost:     
    Land$2,451,828  $2,451,828  $— 
    Buildings and improvements 9,838,757   9,804,204   34,553 
    Development costs and construction in progress 1,058,518   933,334   125,184 
    Leasehold improvements and equipment 125,982   125,389   593 
    Total 13,475,085   13,314,755   160,330 
    Less accumulated depreciation and amortization (3,546,942)  (3,470,991)  (75,951)
    Real estate, net 9,928,143   9,843,764   84,379 
    Right-of-use assets 685,152   684,380   772 
    Cash, cash equivalents, restricted cash and investments in U.S. Treasury bills:     
    Cash and cash equivalents 890,957   889,689   1,268 
    Restricted cash 142,882   131,468   11,414 
    Investments in U.S. Treasury bills 276,645   471,962   (195,317)
    Total 1,310,484   1,493,119   (182,635)
    Tenant and other receivables 95,034   81,170   13,864 
    Investments in partially owned entities 2,633,558   2,665,073   (31,515)
    220 CPS condominium units ready for sale 37,644   43,599   (5,955)
    Receivable arising from the straight-lining of rents 691,271   694,972   (3,701)
    Deferred leasing costs, net 366,960   373,555   (6,595)
    Identified intangible assets, net 137,161   139,638   (2,477)
    Other assets 387,011   474,105   (87,094)
    Total assets$16,272,418  $16,493,375  $(220,957)
    LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY     
    Liabilities:     
    Mortgages payable, net$5,717,338  $5,829,018  $(111,680)
    Senior unsecured notes, net 1,192,342   1,191,832   510 
    Unsecured term loan, net 793,517   793,193   324 
    Unsecured revolving credit facilities 575,000   575,000   — 
    Lease liabilities 740,301   735,969   4,332 
    Accounts payable and accrued expenses 441,741   450,881   (9,140)
    Deferred revenue 37,879   39,882   (2,003)
    Deferred compensation plan 98,996   96,322   2,674 
    Other liabilities 312,107   268,166   43,941 
    Total liabilities 9,909,221   9,980,263   (71,042)
    Redeemable noncontrolling interests 430,539   436,732   (6,193)
    Shareholders' equity 5,691,632   5,839,728   (148,096)
    Noncontrolling interests in consolidated subsidiaries 241,026   236,652   4,374 
    Total liabilities, redeemable noncontrolling interests and equity$16,272,418  $16,493,375  $(220,957)



    VORNADO REALTY TRUST
    OPERATING RESULTS

    (Amounts in thousands, except per share amounts)For the Three Months Ended
    March 31,
      2023   2022 
    Revenues$445,923  $442,130 
        
    Net income$11,198  $53,375 
    Less net loss (income) attributable to noncontrolling interests in:   
    Consolidated subsidiaries 9,928   (9,374)
    Operating Partnership (429)  (1,994)
    Net income attributable to Vornado 20,697   42,007 
    Preferred share dividends (15,529)  (15,529)
    Net income attributable to common shareholders$5,168  $26,478 
        
    Income per common share - basic:   
    Net income per common share$0.03  $0.14 
    Weighted average shares outstanding 191,869   191,724 
        
    Income per common share - diluted:   
    Net income per common share$0.03  $0.14 
    Weighted average shares outstanding 191,881   192,038 
        
    FFO attributable to common shareholders plus assumed conversions (non-GAAP)$119,083  $154,908 
    Per diluted share (non-GAAP)$0.61  $0.80 
        
    FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)$116,288  $152,313 
    Per diluted share (non-GAAP)$0.60  $0.79 
        
    Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share 194,409   193,174 


    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 certain 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 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. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period to period FFO, as one of several criteria to determine performance-based compensation for senior management. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. In addition to FFO attributable to common shareholders plus assumed conversions, we also disclose FFO attributable to common shareholders plus assumed conversions, as adjusted. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, we believe it provides a meaningful presentation of operating performance. Reconciliations of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions are provided on the following page. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 2 of this press release.


    VORNADO REALTY TRUST
    NON-GAAP RECONCILIATIONS

    The following table reconciles net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:

    (Amounts in thousands, except per share amounts)For the Three Months Ended
    March 31,
      2023   2022 
    Net income attributable to common shareholders$5,168  $26,478 
    Per diluted share$0.03  $0.14 
        
    FFO adjustments:   
    Depreciation and amortization of real property$94,792  $105,962 
    Net gain on sale of real estate —   (551)
    Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:   
    Depreciation and amortization of real property 27,469   32,139 
      122,261   137,550 
    Noncontrolling interests' share of above adjustments (8,746)  (9,506)
    FFO adjustments, net$113,515  $128,044 
        
    FFO attributable to common shareholders$118,683  $154,522 
    Impact of assumed conversion of dilutive convertible securities 400   386 
    FFO attributable to common shareholders plus assumed conversions$119,083  $154,908 
    Per diluted share$0.61  $0.80 
        
    Reconciliation of weighted average shares outstanding:   
    Weighted average common shares outstanding 191,869   191,724 
    Effect of dilutive securities:   
    Convertible securities 2,470   1,136 
    Share-based payment awards 70   314 
    Denominator for FFO per diluted share 194,409   193,174 


    VORNADO REALTY TRUST
    NON-GAAP RECONCILIATIONS - CONTINUED

    Below is a reconciliation of net income (loss) to NOI at share and NOI at share - cash basis for the three months ended March 31, 2023 and 2022 and December 31, 2022.

     For the Three Months Ended
    (Amounts in thousands)March 31, December 31,
    2022
      2023   2022  
    Net income (loss)$11,198  $53,375  $(525,002)
    Depreciation and amortization expense 106,565   117,443   133,871 
    General and administrative expense 41,595   41,216   31,439 
    Transaction related costs, impairment losses and other 658   1,005   26,761 
    (Income) loss from partially owned entities (16,666)  (33,714)  545,126 
    Loss (income) from real estate fund investments 19   (5,674)  1,880 
    Interest and other investment income, net (9,603)  (1,018)  (10,587)
    Interest and debt expense 86,237   52,109   88,242 
    Net gains on disposition of wholly owned and partially owned assets (7,520)  (6,552)  (65,241)
    Income tax expense 4,667   7,411   6,974 
    NOI from partially owned entities 68,097   78,692   77,221 
    NOI attributable to noncontrolling interests in consolidated subsidiaries (11,764)  (20,035)  (18,929)
    NOI at share 273,483   284,258   291,755 
    Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other 5,052   (3,130)  (2,156)
    NOI at share - cash basis$278,535  $281,128  $289,599 


    NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis 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 at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.

    VORNADO REALTY TRUST
    NON-GAAP RECONCILIATIONS - CONTINUED

    Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives 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, THE MART, 555 California Street and other investments for the three months ended March 31, 2023 compared to March 31, 2022.

    (Amounts in thousands)Total New York THE MART 555 California Street Other
    NOI at share for the three months ended March 31, 2023$273,483  $235,994  $15,409  $16,929  $5,151 
    Less NOI at share from:         
    Dispositions 134   134   —   —   — 
    Development properties (7,545)  (7,545)  —   —   — 
    Other non-same store (income) expense, net (1,487)  3,664   —   —   (5,151)
    Same store NOI at share for the three months ended March 31, 2023$264,585  $232,247  $15,409  $16,929  $— 
              
    NOI at share for the three months ended March 31, 2022$284,258  $243,667  $19,914  $16,235  $4,442 
    Less NOI at share from:         
    Dispositions (3,232)  (3,232)  —   —   — 
    Development properties (7,440)  (7,440)  —   —   — 
    Other non-same store income, net (8,918)  (4,476)  —   —   (4,442)
    Same store NOI at share for the three months ended March 31, 2022$264,668  $228,519  $19,914  $16,235  $— 
              
    (Decrease) increase in same store NOI at share$(83) $3,728  $(4,505) $694  $— 
              
    % (decrease) increase in same store NOI at share 0.0%  1.6% (22.6)%  4.3%  0.0%


    VORNADO REALTY TRUST
    NON-GAAP RECONCILIATIONS - CONTINUED

    Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, THE MART, 555 California Street and other investments for the three months ended March 31, 2023 compared to March 31, 2022.

    (Amounts in thousands)Total New York THE MART 555 California Street Other
    NOI at share - cash basis for the three months ended March 31, 2023$278,535  $241,027  $14,675  $17,718  $5,115 
    Less NOI at share - cash basis from:         
    Dispositions 134   134   —   —   — 
    Development properties (6,770)  (6,770)  —   —   — 
    Other non-same store income, net (6,070)  (955)  —   —   (5,115)
    Same store NOI at share - cash basis for the three months ended March 31, 2023$265,829  $233,436  $14,675  $17,718  $— 
              
    NOI at share - cash basis for the three months ended March 31, 2022$281,128  $239,692  $20,436  $16,360  $4,640 
    Less NOI at share - cash basis from:         
    Dispositions (3,252)  (3,252)  —   —   — 
    Development properties (6,756)  (6,756)  —   —   — 
    Other non-same store income, net (9,332)  (4,692)  —   —   (4,640)
    Same store NOI at share - cash basis for the three months ended March 31, 2022$261,788  $224,992  $20,436  $16,360  $— 
              
    Increase (decrease) in same store NOI at share - cash basis$4,041  $8,444  $(5,761) $1,358  $— 
              
    % increase (decrease) in same store NOI at share - cash basis 1.5%  3.8% (28.2)%  8.3%  0.0%


    VORNADO REALTY TRUST
    NON-GAAP RECONCILIATIONS - CONTINUED

    Below are reconciliations of NOI at share to same store NOI at share for our New York segment, THE MART, 555 California Street and other investments for the three months ended March 31, 2023 compared to December 31, 2022.

    (Amounts in thousands)Total New York THE MART 555 California Street Other
    NOI at share for the three months ended March 31, 2023$273,483  $235,994  $15,409  $16,929  $5,151 
    Less NOI at share from:         
    Dispositions 134   134   —   —   — 
    Development properties (7,545)  (7,545)  —   —   — 
    Other non-same store (income) expense, net (1,189)  3,962   —   —   (5,151)
    Same store NOI at share for the three months ended March 31, 2023$264,883  $232,545  $15,409  $16,929  $— 
              
    NOI at share for the three months ended December 31, 2022$291,755  $248,595  $21,276  $16,641  $5,243 
    Less NOI at share from:         
    Dispositions (1,499)  (1,499)  —   —   — 
    Development properties (5,423)  (5,423)  —   —   — 
    Other non-same store income, net (8,201)  (2,756)  (202)  —   (5,243)
    Same store NOI at share for the three months ended December 31, 2022$276,632  $238,917  $21,074  $16,641  $— 
              
    (Decrease) increase in same store NOI at share$(11,749) $(6,372) $(5,665) $288  $— 
              
    % (decrease) increase in same store NOI at share(4.2)% (2.7)% (26.9)%  1.7%  0.0%


    VORNADO REALTY TRUST
    NON-GAAP RECONCILIATIONS - CONTINUED

    Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, THE MART, 555 California Street and other investments for the three months ended March 31, 2023 compared to December 31, 2022.

    (Amounts in thousands)Total New York THE MART 555 California Street Other
    NOI at share - cash basis for the three months ended March 31, 2023$278,535  $241,027  $14,675  $17,718  $5,115 
    Less NOI at share - cash basis from:         
    Dispositions 134   134   —   —   — 
    Development properties (6,770)  (6,770)  —   —   — 
    Other non-same store income, net (5,709)  (594)  —   —   (5,115)
    Same store NOI at share - cash basis for the three months ended March 31, 2023$266,190  $233,797  $14,675  $17,718  $— 
              
    NOI at share - cash basis for the three months ended December 31, 2022$289,599  $243,712  $23,163  $17,672  $5,052 
    Less NOI at share - cash basis from:         
    Dispositions (1,184)  (1,184)  —   —   — 
    Development properties (4,555)  (4,555)  —   —   — 
    Other non-same store income, net (8,075)  (2,821)  (202)  —   (5,052)
    Same store NOI at share - cash basis for the three months ended December 31, 2022$275,785  $235,152  $22,961  $17,672  $— 
              
    (Decrease) increase in same store NOI at share - cash basis$(9,595) $(1,355) $(8,286) $46  $— 
              
    % (decrease) increase in same store NOI at share - cash basis(3.5)% (0.6)% (36.1)%  0.3%  0.0%

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