• Vornado Announces Second Quarter 2019 Financial Results

    Source: Nasdaq GlobeNewswire / 29 Jul 2019 16:33:40   America/New_York

    NEW YORK, July 29, 2019 (GLOBE NEWSWIRE) -- VORNADO REALTY TRUST (NYSE: VNO) reported today:

    Quarter Ended June 30, 2019 Financial Results

    NET INCOME attributable to common shareholders for the quarter ended June 30, 2019 was $2.400 billion, or $12.56 per diluted share, compared to $111,534,000, or $0.58 per diluted share, for the prior year's quarter. Adjusting net income attributable to common shareholders for the items that impact the comparability of period-to-period net income listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarters ended June 30, 2019 and 2018 was $42,552,000 and $68,759,000, or $0.22 and $0.36 per diluted share, respectively.

    FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended June 30, 2019 was $164,329,000, or $0.86 per diluted share, compared to $194,653,000, or $1.02 per diluted share, for the prior year's quarter.  Adjusting FFO attributable to common shareholders plus assumed conversions for the items that impact the comparability of period-to-period FFO listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarters ended June 30, 2019 and 2018 was $173,775,000 and $186,405,000, or $0.91 and $0.98 per diluted share, respectively.

    The decreases in "net income attributable to common shareholders, as adjusted" and "FFO attributable to common shareholders plus assumed conversions, as adjusted" were partially due to $8,387,000 (at share), or $0.04 per diluted share, from the non-cash write-off of straight-line rent receivables and $5,645,000, or $0.03 per diluted share, of non-cash expense for the time-based equity compensation granted in connection with the previously announced new leadership group.

    Six Months Ended June 30, 2019 Financial Results

    NET INCOME attributable to common shareholders for the six months ended June 30, 2019 was $2.582 billion, or $13.51 per diluted share, compared to $93,693,000, or $0.49 per diluted share, for the six months ended June 30, 2018. Adjusting net income attributable to common shareholders for the items that impact the comparability of period-to-period net income listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the six months ended June 30, 2019 and 2018 was $67,466,000 and $124,234,000, or $0.35 and $0.65 per diluted share, respectively.

    FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the six months ended June 30, 2019 was $412,013,000, or $2.16 per diluted share, compared to $329,653,000, or $1.72 per diluted share, for the six months ended June 30, 2018. Adjusting FFO attributable to common shareholders plus assumed conversions for the items that impact the comparability of period-to-period FFO listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the six months ended June 30, 2019 and 2018 was $323,790,000 and $359,276,000, or $1.70 and $1.88 per diluted share, respectively.

    The decreases in "net income attributable to common shareholders, as adjusted" and "FFO attributable to common shareholders plus assumed conversions, as adjusted" were partially due to (i) $8,387,000 (at share), or $0.04 per diluted share, from the non-cash write-off of straight-line rent receivables, (ii) $5,645,000, or $0.03 per diluted share, of non-cash expense for the time-based equity compensation granted in connection with the previously announced new leadership group and (iii) $13,633,000, or $0.07 per share, of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement to participants who have reached 65 years of age.

    The following table reconciles our 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
    June 30,
     For the Six Months Ended
    June 30,
     2019 2018 2019 2018
    Net income attributable to common shareholders$2,400,195  $111,534  $2,581,683  $93,693 
    Per diluted share$12.56  $0.58  $13.51  $0.49 
            
    Certain (income) expense items that impact net income attributable to common shareholders:       
    Net gain on transfer to Fifth Avenue and Times Square retail JV, net of $11,945 attributable to noncontrolling interests$(2,559,154) $  $(2,559,154) $ 
    Non-cash impairment losses and related write-offs, substantially 608 Fifth Avenue108,592    108,592   
    After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units(88,921)   (219,875)  
    Our share of loss (income) from real estate fund investments20,758  (551) 23,662  (1,365)
    Mark-to-market (increase) decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019)(1,313)   14,336   
    Net gains on sale of real estate  (24,449)   (24,436)
    Mark-to-market (increase) decrease in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)  (15,883) (16,068) 16,992 
    Profit participation on the April 2018 sale of 701 Seventh Avenue  (5,457)   (5,457)
    Previously capitalized internal leasing costs(1)  (1,358)   (2,706)
    Our share of loss from 666 Fifth Avenue Office Condominium (49.5% interest)  1,269    4,761 
    Net gain from sale of Urban Edge Properties ("UE") common shares (sold on March 4, 2019)    (62,395)  
    Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022    22,540   
    Our share of disputed additional New York City transfer taxes      23,503 
    Preferred share issuance costs      14,486 
    Other2,802  817  3,954  6,792 
     (2,517,236) (45,612) (2,684,408) 32,570 
    Noncontrolling interests' share of above adjustments159,593  2,837  170,191  (2,029)
    Total of certain (income) expense items that impact net income attributable to common shareholders$(2,357,643) $(42,775) $(2,514,217) $30,541 
            
    Net income attributable to common shareholders, as adjusted (non-GAAP)$42,552  $68,759  $67,466  $124,234 
    Per diluted share (non-GAAP)$0.22  $0.36  $0.35  $0.65 

    ____________________________________________________________
    See notes on the following page.

     

    The following table reconciles our 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
    June 30,
     For the Six Months Ended
    June 30,
     2019 2018 2019 2018
    FFO attributable to common shareholders plus assumed conversions (non-GAAP)(2)$164,329  $194,653  $412,013  $329,653 
    Per diluted share (non-GAAP)$0.86  $1.02  $2.16  $1.72 
            
    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$(88,921) $  $(219,875) $ 
    Non-cash impairment loss and related write-offs on 608 Fifth Avenue77,156    77,156   
    Our share of loss (income) from real estate fund investments20,758  (551) 23,662  (1,365)
    Profit participation on the April 2018 sale of 701 Seventh Avenue  (5,457)   (5,457)
    Our share of FFO from 666 Fifth Avenue Office Condominium (49.5% interest)  (2,178)   (2,041)
    Previously capitalized internal leasing costs(1)  (1,358)   (2,706)
    Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022    22,540   
    Our share of disputed additional New York City transfer taxes      23,503 
    Preferred share issuance costs      14,486 
    Other1,092  749  2,298  5,033 
     10,085  (8,795) (94,219) 31,453 
    Noncontrolling interests' share of above adjustments(639) 547  5,996  (1,830)
    Total of certain expense (income) items that impact FFO attributable to common shareholders plus assumed conversions, net$9,446  $(8,248) $(88,223) $29,623 
            
    FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)$173,775  $186,405  $323,790  $359,276 
    Per diluted share (non-GAAP)$0.91  $0.98  $1.70  $1.88 

    ____________________________________________________________

    (1) "Net income, as adjusted" and "FFO, as adjusted" for the three and six months ended June 30, 2018 have been reduced by $1,358 and $2,706, or $0.01 and $0.01 per diluted share, respectively for previously capitalized internal leasing costs to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.
    (2) See page 11 for a reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and six months ended June 30, 2019 and 2018.

    Dispositions:

    220 CPS

    During the three months ended June 30, 2019, we closed on the sale of 11 condominium units at 220 CPS for net proceeds aggregating $265,250,000 resulting in a financial statement net gain of $111,713,000 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, $22,792,000 of income tax expense was recognized in our consolidated statements of income.

    Fifth Avenue and Times Square JV

    On April 18, 2019 (the “Closing Date”), we entered into a transaction agreement (the “Transaction Agreement”) with a group of institutional investors (the “Investors”). The Transaction Agreement provides for a series of transactions (collectively, the “Transaction”) pursuant to which (i) prior to the Closing Date, we contributed our interests in properties located at 640 Fifth Avenue, 655 Fifth Avenue, 666 Fifth Avenue, 689 Fifth Avenue, 697-703 Fifth Avenue, 1535 Broadway and 1540 Broadway (collectively, the “Properties”) to subsidiaries of a newly formed joint venture (“Fifth Avenue and Times Square JV”) and (ii) on the Closing Date, transferred a 48.5% common interest in Fifth Avenue and Times Square JV to the Investors. The 48.5% common interest in the joint venture represents an effective 47.2% interest in the Properties (of which 45.4% was transferred from Vornado). The Properties include approximately 489,000 square feet of retail space, 327,000 square feet of office space, signage associated with 1535 and 1540 Broadway, the parking garage at 1540 Broadway and the theatre at 1535 Broadway.

    We retained the remaining 51.5% common interest in Fifth Avenue and Times Square JV which represents an effective 51.0% interest in the Properties and an aggregate $1.828 billion of preferred equity interests in certain of the properties. We also provided $500,000,000 of temporary preferred equity on 640 Fifth Avenue until May 23, 2019 when mortgage financing was completed. All of the preferred equity has an annual coupon of 4.25% for the first five years, increasing to 4.75% for the next five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.

    Net cash proceeds from the Transaction were $1.186 billion, after (i) deductions for the defeasance of a $390,000,000 mortgage loan on 666 Fifth Avenue and the repayment of a $140,000,000 mortgage loan on 655 Fifth Avenue, (ii) proceeds from a $500,000,000 mortgage loan on 640 Fifth Avenue, described below, (iii) approximately $23,000,000 used to purchase noncontrolling investors' interests and (iv) approximately $53,000,000 of transaction costs (including $17,000,000 of costs related to the defeasance of the 666 Fifth Avenue mortgage loan).

    We continue to manage and lease the Properties. We share control with the Investors over major decisions of the joint venture, including decisions regarding leasing, operating and capital budgets, and refinancings. Accordingly, we no longer hold a controlling financial interest in the Properties which has been transferred to the joint venture. As a result, our investment in Fifth Avenue and Times Square JV is accounted for under the equity method from the date of transfer. The Transaction valued the Properties at $5,556,000,000 resulting in a financial statement net gain of $2,571,099,000, before noncontrolling interest of $11,945,000, including the related step-up in our basis of the retained portion of the assets to fair value. The net gain is included in "net gain on transfer to Fifth Avenue and Times Square JV" on our consolidated statements of income for the three and six months ended June 30, 2019. The gain for tax purposes was approximately $735,000,000.

    On May 23, 2019, we received $500,000,000 from the redemption of our preferred equity in 640 Fifth Avenue. The preferred equity was redeemed from the proceeds of a $500,000,000 mortgage financing that was completed on the property. The five year loan, which is guaranteed by us, is interest only at LIBOR plus 1.01%. The interest rate was swapped for four years to a fixed rate of 3.07%.

    330 Madison Avenue (Subsequent Event)

    On July 11, 2019, we sold our 25% interest in 330 Madison Avenue to our joint venture partner. We received net proceeds of approximately $100,000,000 after deducting our share of the existing $500,000,000 mortgage loan. The third quarter financial statement gain will be approximately $159,000,000. The tax gain will be approximately $138,000,000.

    Financings:

    On May 24, 2019, we extended our $375,000,000 mortgage loan on 888 Seventh Avenue, a 886,000 square foot Manhattan office building, from December 2020 to December 2025. The interest rate on the extended mortgage loan is LIBOR plus 1.70% (4.11% as of June 30, 2019). Pursuant to an existing swap agreement, the interest rate on the $375,000,000 mortgage loan has been swapped to 3.25% through December 2020.

    On June 28, 2019, a joint venture, in which we have a 55% interest, completed a $145,700,000 refinancing of 512 West 22nd Street, a 173,000 square foot office building in the West Chelsea submarket of Manhattan. The four-year interest only loan carries a rate of LIBOR plus 2.00% (4.40% as of June 30, 2019) and matures in June 2023 with a one-year extension option. The loan replaces the previous $126,000,000 construction loan that bore interest at LIBOR plus 2.65% and was scheduled to mature in 2019.

    Leasing:

    • 221,000 square feet of New York Office space (155,000 square feet at share) at an initial rent of $83.54 per square foot and a weighted average term of 7.2 years. The GAAP and cash mark-to-market rent on the 80,000 square feet of second generation space were positive 5.9% and 3.3%, respectively. Tenant improvements and leasing commissions were $9.83 per square foot per annum, or 11.8% of initial rent.

    • 70,000 square feet of New York Retail space (67,000 square feet at share) at an initial rent of $162.44 per square foot and a weighted average term of 19.6 years. The GAAP and cash mark-to-market rent on the 64,000 square feet of second generation space were positive 44.4% and 18.7%, respectively. Tenant improvements and leasing commissions were $3.74 per square foot per annum, or 2.3% of initial rent.

    • 30,000 square feet at theMART at an initial rent of $63.83 per square foot and a weighted average term of 4.1 years. The GAAP and cash mark-to-market rent on the 30,000 square feet of second generation space were positive 14.9% and 6.0%, respectively. Tenant improvements and leasing commissions were $1.52 per square foot per annum, or 2.4% of initial rent.

    • 30,000 square feet at 555 California Street (21,000 square feet at share) at an initial rent of $86.00 per square foot and a weighted average term of 5.1 years. The GAAP and cash mark-to-market rent on the 21,000 square feet of second generation space were positive 32.2% and 12.8%, respectively. Tenant improvements and leasing commissions were $6.13 per square foot per annum, or 7.1% of initial rent.

    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(2) theMART 555
    California
    Street
    Same store NOI at share % increase (decrease)(1):       
     Three months ended June 30, 2019 compared to June 30, 20181.2% (0.7)% 12.1% 13.0%
     Six months ended June 30, 2019 compared to June 30, 20180.5% (0.4)% 4.7% 10.2%
     Three months ended June 30, 2019 compared to March 31, 20197.2% 4.1% 42.3% 6.4%
             
    Same store NOI at share - cash basis % increase(1):       
     Three months ended June 30, 2019 compared to June 30, 20184.3% 2.5% 15.5% 12.9%
     Six months ended June 30, 2019 compared to June 30, 20183.7% 2.6% 8.9% 13.9%
     Three months ended June 30, 2019 compared to March 31, 20198.3% 5.5% 38.1% 5.8%

    ____________________

    (1)See pages 13 through 18 for same store NOI at share and same store NOI at share - cash basis reconciliations.  
      Increase
    (2)Excluding Hotel Pennsylvania, same store NOI at share % increase: 
     Three months ended June 30, 2019 compared to June 30, 20180.0%
     Six months ended June 30, 2019 compared to June 30, 20180.3%
     Three months ended June 30, 2019 compared to March 31, 20190.0%
       
     Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase: 
     Three months ended June 30, 2019 compared to June 30, 20183.3%
     Six months ended June 30, 2019 compared to June 30, 20183.3%
     Three months ended June 30, 2019 compared to March 31, 20191.2%
        

    NOI At Share:

    The elements of our New York and Other NOI at share for the three and six months ended June 30, 2019 and 2018 and the three months ended March 31, 2019 are summarized below.

    (Amounts in thousands)For the Three Months Ended For the Six Months Ended
    June 30,
     June 30, March 31,
    2019
     
     2019 2018  2019 2018
    New York:         
    Office(1)$179,592  $184,867  $183,540  $363,132  $372,023 
    Retail(1)57,063  87,109  88,267  145,330  175,018 
    Residential5,908  6,338  6,045  11,953  12,479 
    Alexander's Inc. ("Alexander's")11,108  11,909  11,322  22,430  23,484 
    Hotel Pennsylvania4,031  5,644  (5,816) (1,785) 1,459 
    Total New York257,702  295,867  283,358  541,060  584,463 
              
    Other:         
    theMART30,974  27,816  23,523  54,497  54,691 
    555 California Street15,358  13,660  14,501  29,859  27,171 
    Other investments4,875  17,086  16,390  21,265  37,140 
    Total Other51,207  58,562  54,414  105,621  119,002 
              
    NOI at share$308,909  $354,429  $337,772  $646,681  $703,465 

    ____________________

    (1) Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.

    NOI At Share - Cash Basis:

    The elements of our New York and Other NOI at share - cash basis for the three and six months ended June 30, 2019 and 2018 and the three months ended March 31, 2019 are summarized below.

    (Amounts in thousands)For the Three Months Ended For the Six Months Ended
    June 30,
     June 30, March 31,
    2019
     
     2019 2018  2019 2018
    New York:         
    Office(1)$178,806  $180,710  $184,370  $363,176  $358,909 
    Retail(1)66,726  79,139  80,936  147,662  158,728 
    Residential5,303  5,463  5,771  11,074  11,062 
    Alexander's11,322  12,098  11,527  22,849  24,137 
    Hotel Pennsylvania3,982  5,744  (5,864) (1,882) 1,591 
    Total New York266,139  283,154  276,740  542,879  554,427 
              
    Other:         
    theMART31,984  27,999  24,912  56,896  55,078 
    555 California Street15,595  13,808  14,745  30,340  26,634 
    Other investments4,939  16,987  16,194  21,133  36,897 
    Total Other52,518  58,794  55,851  108,369  118,609 
              
    NOI at share - cash basis$318,657  $341,948  $332,591  $651,248  $673,036 

    ____________________

    (1) Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.

    Penn District - Active Development/Redevelopment Summary as of June 30, 2019

    (Amounts in thousands, except square feet)  
        Property
    Rentable
    Sq. Ft.
             Projected
    Incremental
    Cash Yield
    Active Penn District Projects Segment  Incremental
    Budget(1)
     Amount
    Expended
     Remainder
    to be
    Expended
     Stabilization
    Year
     
    Farley (95% interest) New York 845,000  1,030,000 (2)438,581  591,419  2022 7.4%
    PENN2 - as expanded New York 1,795,000  750,000  26,713  723,287  2024 8.4%
    PENN1(3) New York 2,543,000  325,000  48,832  276,168  N/A 13.5%(3)(4) 
    Districtwide Improvements New York N/A 100,000    100,000  N/A N/A 
    Total Active Penn District Projects     2,205,000  514,126  1,690,874 (5)  8.3%

    ___________________

    (1) Excluding debt and equity carry.
    (2) Net of anticipated historic tax credits.
    (3) Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.5% projected return is before the ground rent reset in 2023, which may be material.
    (4) Achieved as existing leases roll; average remaining lease term 5.4 years.
    (5) Expected to be funded from our balance sheet, principally from 220 CPS net sales proceeds.

    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, July 30, 2019 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-771-4371 (domestic) or 847-585-4405 (international) and indicating to the operator the passcode 48773624. A telephonic replay of the conference call will be available from 1:30 p.m. ET on July 30, 2019 through August 29, 2019. To access the replay, please dial 888-843-7419 and enter the passcode 48773624#.  A live webcast of the conference call will be available on the Company’s website at www.vno.com and an online playback of the webcast will be available on the website following the conference call.

    Supplemental Financial Information

    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. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2018. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.

     

    VORNADO REALTY TRUST
    CONSOLIDATED BALANCE SHEETS

    (Amounts in thousands, except unit, share, and per share amounts)As of
     June 30, 2019 December 31, 2018
    ASSETS   
    Real estate, at cost:   
    Land$2,609,869  $3,306,280 
    Buildings and improvements7,813,812  10,110,992 
    Development costs and construction in progress1,835,054  2,266,491 
    Moynihan Train Hall development expenditures665,226  445,693 
    Leasehold improvements and equipment118,428  108,427 
    Total13,042,389  16,237,883 
    Less accumulated depreciation and amortization(2,894,202) (3,180,175)
    Real estate, net10,148,187  13,057,708 
    Right-of-use assets380,214   
    Cash and cash equivalents922,604  570,916 
    Restricted cash154,306  145,989 
    Marketable securities41,081  152,198 
    Tenant and other receivables, net of allowance for doubtful accounts of $4,154 as of December 31, 201885,153  73,322 
    Investments in partially owned entities4,025,534  858,113 
    Real estate fund investments306,596  318,758 
    220 Central Park South condominium units ready for sale328,786  99,627 
    Receivable arising from the straight-lining of rents, net of allowance of $1,644 as of December 31, 2018749,198  935,131 
    Deferred leasing costs, net of accumulated amortization of $187,478 and $207,529357,511  400,313 
    Identified intangible assets, net of accumulated amortization of $98,187 and $172,11432,478  136,781 
    Other assets382,209  431,938 
     $17,913,857  $17,180,794 
    LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY   
    Mortgages payable, net$6,256,808  $8,167,798 
    Senior unsecured notes, net445,465  844,002 
    Unsecured term loan, net745,331  744,821 
    Unsecured revolving credit facilities80,000  80,000 
    Lease liabilities483,011   
    Moynihan Train Hall obligation665,226  445,693 
    Accounts payable and accrued expenses392,581  430,976 
    Deferred revenue66,835  167,730 
    Deferred compensation plan99,879  96,523 
    Other liabilities320,515  311,806 
    Total liabilities9,555,651  11,289,349 
    Commitments and contingencies   
    Redeemable noncontrolling interests:   
    Class A units - 13,377,956 and 12,544,477 units outstanding857,527  778,134 
    Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding4,535  5,428 
    Total redeemable noncontrolling interests862,062  783,562 
    Shareholders' equity:   
    Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,797,280 and 36,798,580 shares891,256  891,294 
    Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,813,470 and 190,535,499 shares7,611  7,600 
    Additional capital7,845,748  7,725,857 
    Earnings less than distributions(1,845,995) (4,167,184)
    Accumulated other comprehensive (loss) income(38,066) 7,664 
    Total shareholders' equity6,860,554  4,465,231 
    Noncontrolling interests in consolidated subsidiaries635,590  642,652 
    Total equity7,496,144  5,107,883 
     $17,913,857  $17,180,794 

     

    VORNADO REALTY TRUST
    OPERATING RESULTS

     

    (Amounts in thousands, except per share amounts)For the Three Months Ended
    June 30,
     For the Six Months Ended
    June 30,
     2019 2018 2019 2018
    Revenues$463,103  $541,818  $997,771  $1,078,255 
            
    Income from continuing operations$2,596,633  $104,655  $2,809,814  $105,300 
    Income (loss) from discontinued operations60  683  (77) 320 
    Net income2,596,693  105,338  2,809,737  105,620 
    Less net (income) loss attributable to noncontrolling interests in:       
    Consolidated subsidiaries(21,451) 26,175  (28,271) 34,449 
    Operating Partnership(162,515) (7,445) (174,717) (6,321)
    Net income attributable to Vornado2,412,727  124,068  2,606,749  133,748 
    Preferred share dividends(12,532) (12,534) (25,066) (25,569)
    Preferred share issuance costs      (14,486)
    NET INCOME attributable to common shareholders$2,400,195  $111,534  $2,581,683  $93,693 
            
    INCOME PER COMMON SHARE – BASIC:       
    Net income per common share$12.58  $0.59  $13.53  $0.49 
    Weighted average shares outstanding190,781  190,200  190,735  190,141 
            
    INCOME PER COMMON SHARE – DILUTED:       
    Net income per common share$12.56  $0.58  $13.51  $0.49 
    Weighted average shares outstanding191,058  191,168  191,030  191,190 
            
    FFO attributable to common shareholders plus assumed conversions (non-GAAP)$164,329  $194,653  $412,013  $329,653 
    Per diluted share (non-GAAP)$0.86  $1.02  $2.16  $1.72 
            
    FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)$173,775  $186,405  $323,790  $359,276 
    Per diluted share (non-GAAP)$0.91  $0.98  $1.70  $1.88 
            
    Weighted average shares used in determining FFO per diluted share191,058  191,168  191,026  191,113 

     

    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
    June 30,
     For the Six Months Ended
    June 30,
     2019 2018 2019 2018
    Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:       
    Net income attributable to common shareholders$2,400,195  $111,534  $2,581,683  $93,693 
    Per diluted share$12.56  $0.58  $13.51  $0.49 
            
    FFO adjustments:       
    Depreciation and amortization of real property$105,453  $103,599  $213,936  $204,009 
    Net gains on sale of real estate  (24,177)   (24,177)
    Real estate impairment losses31,436    31,436   
    Net gain on transfer to Fifth Avenue and Times Square JV, net of $11,945 attributable to noncontrolling interests(2,559,154)   (2,559,154)  
    Net gain from sale of UE common shares (sold on March 4, 2019)    (62,395)  
    (Increase) decrease in fair value of marketable securities:       
    PREIT(1,313)   14,336   
    Lexington (sold on March 1, 2019)  (15,883) (16,068) 16,992 
    Other1  (1) (41) 110 
    Proportionate share of adjustments to equity in net income (loss) of partially owned entities to arrive at FFO:       
    Depreciation and amortization of real property34,631  25,488  59,621  53,594 
    Net gains on sale of real estate  (272)   (577)
    Decrease (increase) in fair value of marketable securities1,709  (140) 1,697  1,534 
     (2,387,237) 88,614  (2,316,632) 251,485 
    Noncontrolling interests' share of above adjustments151,357  (5,511) 146,933  (15,557)
    FFO adjustments, net$(2,235,880) $83,103  $(2,169,699) $235,928 
            
    FFO attributable to common shareholders$164,315  $194,637  $411,984  $329,621 
    Convertible preferred share dividends14  16  29  32 
    FFO attributable to common shareholders plus assumed conversions$164,329  $194,653  $412,013  $329,653 
    Per diluted share$0.86  $1.02  $2.16  $1.72 
            
    Reconciliation of Weighted Average Shares       
    Weighted average common shares outstanding190,781  190,200  190,735  190,141 
    Effect of dilutive securities:       
    Employee stock options and restricted share awards243  930  256  934 
    Convertible preferred shares34  38  35  38 
    Denominator for FFO per diluted share191,058  191,168  191,026  191,113 

    FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciated real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries.  FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions.  FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure.  FFO may not be comparable to similarly titled measures employed by other companies.  A reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions is provided above.  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 FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 3 of this press release.

    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. FFO for the three months ended June 30, 2018 has been adjusted to exclude the $16,024,000, or $0.08 per share, increase in fair value of marketable equity securities previously reported. FFO for the six months ended June 30, 2018 has been adjusted to exclude the $18,636,000, or $0.09 per share, decrease in fair value of marketable equity securities previously reported.

     

    VORNADO REALTY TRUST
    NON-GAAP RECONCILIATIONS - CONTINUED

    Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three and six months ended June 30, 2019 and 2018 and March 31, 2019.

     For the Three Months Ended For the Six Months Ended
    June 30,
    (Amounts in thousands)June 30, March 31,
    2019
     
     2019 2018  2019 2018
    Net income$2,596,693  $105,338  $213,044  $2,809,737  $105,620 
              
    Deduct:         
    Net gain on transfer to Fifth Avenue and Times Square JV(2,571,099)     (2,571,099)  
    (Income) loss from partially owned entities(22,873) (8,757) (7,320) (30,193) 1,147 
    Interest and other investment income, net(7,840) (30,892) (5,045) (12,885) (6,508)
    Net gains on disposition of wholly owned and partially owned assets(111,713) (23,559) (220,294) (332,007) (23,559)
    NOI attributable to noncontrolling interests in consolidated subsidiaries(16,416) (17,160) (17,403) (33,819) (34,472)
    (Income) loss from discontinued operations(60) (683) 137  77  (320)
              
    Add:         
    Loss from real estate fund investments15,803  28,976  167  15,970  37,783 
    Depreciation and amortization expense113,035  111,846  116,709  229,744  220,532 
    General and administrative expense38,872  34,427  58,020  96,892  76,960 
    Transaction related costs, impairment losses and other101,590  1,017  149  101,739  14,173 
    NOI from partially owned entities82,974  65,752  67,402  150,376  133,265 
    Interest and debt expense63,029  87,657  102,463  165,492  175,823 
    Income tax expense26,914  467  29,743  56,657  3,021 
    NOI at share308,909  354,429  337,772  646,681  703,465 
    Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other9,748  (12,481) (5,181) 4,567  (30,429)
    NOI at share - cash basis$318,657  $341,948  $332,591  $651,248  $673,036 

    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.

     

    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, theMART, 555 California Street and other investments for the three months ended June 30, 2019 compared to June 30, 2018.

    (Amounts in thousands)Total New York theMART 555 California Street Other
    NOI at share for the three months ended June 30, 2019$308,909  $257,702  $30,974  $15,358  $4,875 
    Less NOI at share from:          
    Acquisitions 8  8       
    Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (5,479) (5,479)      
    Dispositions (50) (50)      
    Development properties (11,392) (11,392)      
    Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net 2,979  2,979       
    Other non-same store expense (income), net 85  4,984  (98) 74  (4,875)
    Same store NOI at share for the three months ended June 30, 2019$295,060  $248,752  $30,876  $15,432  $ 
              
    NOI at share for the three months ended June 30, 2018$354,429  $295,867  $27,816  $13,660  $17,086 
    Less NOI at share from:          
    Acquisitions (3) (3)      
    Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV (26,365) (26,365)      
    Dispositions (309) (309)      
    Development properties (16,451) (16,451)      
    Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net 1,984  1,984       
    Other non-same store income, net (21,689) (4,323) (280)   (17,086)
    Same store NOI at share for the three months ended June 30, 2018$291,596  $250,400  $27,536  $13,660  $ 
              
    Increase (decrease) in same store NOI at share for the three months ended June 30, 2019 compared to June 30, 2018$3,464  $(1,648) $3,340  $1,772  $ 
               
    % increase (decrease) in same store NOI at share1.2% (0.7)%(1)12.1% 13.0% %

    ____________________

    (1) Excluding Hotel Pennsylvania, same store NOI at share was flat.

    Same store NOI at share represents NOI at share from property 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.

     

    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, theMART, 555 California Street and other investments for the three months ended June 30, 2019 compared to June 30, 2018.

    (Amounts in thousands)Total New York theMART 555
    California
    Street
     Other
    NOI at share - cash basis for the three months ended June 30, 2019$318,657  $266,139  $31,984  $15,595  $4,939 
     Less NOI at share - cash basis from:         
     Acquisitions8  8       
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,183) (5,183)      
     Dispositions(50) (50)      
     Development properties(13,005) (13,005)      
     Lease termination income(1,606) (1,606)      
     Other non-same store income, net(9,740) (4,703) (98)   (4,939)
    Same store NOI at share - cash basis for the three months ended June 30, 2019$289,081  $241,600  $31,886  $15,595  $ 
               
    NOI at share - cash basis for the three months ended June 30, 2018$341,948  $283,154  $27,999  $13,808  $16,987 
     Less NOI at share - cash basis from:         
     Acquisitions(3) (3)      
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(24,732) (24,732)      
     Dispositions(240) (240)      
     Development properties(17,489) (17,489)      
     Lease termination income         
     Other non-same store income, net(22,345) (4,960) (398)   (16,987)
    Same store NOI at share - cash basis for the three months ended June 30, 2018$277,139  $235,730  $27,601  $13,808  $ 
              
    Increase in same store NOI at share - cash basis for the three months ended June 30, 2019 compared to June 30, 2018$11,942  $5,870  $4,285  $1,787  $ 
              
    % increase in same store NOI at share - cash basis4.3% 2.5%(1)15.5% 12.9% %

    ____________________

    (1) Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 3.3%.

     

    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, theMART, 555 California Street and other investments for the three months ended June 30, 2019 compared to March 31, 2019.

    (Amounts in thousands)Total New York theMART 555
    California
    Street
     Other
    NOI at share for the three months ended June 30, 2019$308,909  $257,702  $30,974  $15,358  $4,875 
     Less NOI at share from:         
     Acquisitions(5) (5)      
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,479) (5,479)      
     Dispositions(50) (50)      
     Development properties(11,392) (11,392)      
     Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net2,979  2,979       
     Other non-same store expense (income), net85  4,984  (98) 74  (4,875)
    Same store NOI at share for the three months ended June 30, 2019$295,047  $248,739  $30,876  $15,432  $ 
              
    NOI at share for the three months ended March 31, 2019$337,772  $283,358  $23,523  $14,501  $16,390 
     Less NOI at share from:         
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(30,292) (30,292)      
     Dispositions3  3       
     Development properties(11,460) (11,460)      
     Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net1,902  1,902       
     Other non-same store income, net(22,743) (4,522) (1,831)   (16,390)
    Same store NOI at share for the three months ended March 31, 2019$275,182  $238,989  $21,692  $14,501  $ 
              
    Increase in same store NOI at share for the three months ended June 30, 2019 compared to March 31, 2019$19,865  $9,750  $9,184  $931  $ 
               
    % increase in same store NOI at share7.2% 4.1%(1)42.3% 6.4% %

    ____________________

    (1) Excluding Hotel Pennsylvania, same store NOI at share was flat.

     

    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, theMART, 555 California Street and other investments for the three months ended June 30, 2019 compared to March 31, 2019.

    (Amounts in thousands)Total New York theMART 555 California Street Other
    NOI at share - cash basis for the three months ended June 30, 2019$318,657  $266,139  $31,984  $15,595  $4,939 
     Less NOI at share - cash basis from:         
     Acquisitions(5) (5)      
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,183) (5,183)      
     Dispositions(50) (50)      
     Development properties(13,005) (13,005)      
     Lease termination income(1,606) (1,606)      
     Other non-same store income, net(9,740) (4,703) (98)   (4,939)
    Same store NOI at share - cash basis for the three months ended June 30, 2019$289,068  $241,587  $31,886  $15,595  $ 
               
    NOI at share - cash basis for the three months ended March 31, 2019$332,591  $276,740  $24,912  $14,745  $16,194 
     Less NOI at share - cash basis from:         
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(27,722) (27,722)      
     Dispositions2  2       
     Development properties(14,184) (14,184)      
     Lease termination income(429) (429)      
     Other non-same store income, net(23,406) (5,381) (1,831)   (16,194)
    Same store NOI at share - cash basis for the three months ended March 31, 2019$266,852  $229,026  $23,081  $14,745  $ 
              
    Increase in same store NOI at share - cash basis for the three months ended June 30, 2019 compared to March 31, 2019$22,216  $12,561  $8,805  $850  $ 
              
    % increase in same store NOI at share - cash basis8.3% 5.5%(1)38.1% 5.8% %

    ____________________

    (1) Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 1.2%.

     

    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, theMART, 555 California Street and other investments for the six months ended June 30, 2019 compared to June 30, 2018.

    (Amounts in thousands)Total New York theMART 555
    California
    Street
     Other
    NOI at share - cash basis for the three months ended June 30, 2019$318,657  $266,139  $31,984  $15,595  $4,939 
     Less NOI at share - cash basis from:         
     Acquisitions(5) (5)      
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,183) (5,183)      
     Dispositions(50) (50)      
     Development properties(13,005) (13,005)      
     Lease termination income(1,606) (1,606)      
     Other non-same store income, net(9,740) (4,703) (98)   (4,939)
    Same store NOI at share - cash basis for the three months ended June 30, 2019$289,068  $241,587  $31,886  $15,595  $ 
               
    NOI at share - cash basis for the three months ended March 31, 2019$332,591  $276,740  $24,912  $14,745  $16,194 
     Less NOI at share - cash basis from:         
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(27,722) (27,722)      
     Dispositions2  2       
     Development properties(14,184) (14,184)      
     Lease termination income(429) (429)      
     Other non-same store income, net(23,406) (5,381) (1,831)   (16,194)
    Same store NOI at share - cash basis for the three months ended March 31, 2019$266,852  $229,026  $23,081  $14,745  $ 
              
    Increase in same store NOI at share - cash basis for the three months ended June 30, 2019 compared to March 31, 2019$22,216  $12,561  $8,805  $850  $ 
              
    % increase in same store NOI at share - cash basis8.3% 5.5%(1)38.1% 5.8% %

    ____________________

    (1) Excluding Hotel Pennsylvania, same store NOI at share increased by 0.3%.

     

    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, theMART, 555 California Street and other investments for the six months ended June 30, 2019 compared to June 30, 2018.

    (Amounts in thousands)Total New York theMART 555
    California
    Street
     Other
    NOI at share - cash basis for the six months ended June 30, 2019$651,248  $542,879  $56,896  $30,340  $21,133 
     Less NOI at share - cash basis from:         
     Acquisitions(220) (220)      
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(5,183) (5,183)      
     Dispositions(47) (47)      
     Development properties(27,291) (27,291)      
     Lease termination income(2,035) (2,035)      
     Other non-same store income, net(28,326) (5,264) (1,929)   (21,133)
    Same store NOI at share - cash basis for the six months ended June 30, 2019$588,146  $502,839  $54,967  $30,340  $ 
              
    NOI at share - cash basis for the six months ended June 30, 2018$673,036  $554,427  $55,078  $26,634  $36,897 
     Less NOI at share - cash basis from:         
     Acquisitions(124) (124)      
     Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV(24,732) (24,732)      
     Dispositions(306) (306)      
     Development properties(32,434) (32,434)      
     Lease termination income(1,061) (1,061)      
     Other non-same store income, net(47,004) (5,509) (4,598)   (36,897)
    Same store NOI at share - cash basis for the six months ended June 30, 2018$567,375  $490,261  $50,480  $26,634  $ 
              
    Increase in same store NOI at share - cash basis for the six months ended June 30, 2019 compared to June 30, 2018$20,771  $12,578  $4,487  $3,706  $ 
               
    % increase in same store NOI at share - cash basis3.7% 2.6%(1)8.9% 13.9% %

    ____________________

    (1) Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 3.3%.


    CONTACT:
    JOSEPH MACNOW
    (212) 894-7000

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