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Vornado Announces Second Quarter 2019 Financial Results

July 29, 2019 4:33 PM

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:

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 TRUSTCONSOLIDATED 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 TRUSTOPERATING 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 TRUSTNON-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 TRUSTNON-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 TRUSTNON-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 TRUSTNON-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 TRUSTNON-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 TRUSTNON-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 TRUSTNON-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 TRUSTNON-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

VNO_rt_Logo_black 04 28 2015.jpg

Source: Vornado Realty Trust

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