QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:
March 31, 2022
Or
☐
TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:
to
Commission File Number:
001-11954
(Vornado Realty Trust)
Commission File Number:
001-34482
(Vornado Realty L.P.)
Vornado Realty Trust
Vornado Realty L.P.
(Exact name of registrants as specified in its charter)
Vornado Realty Trust
Maryland
22-1657560
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
Vornado Realty L.P.
Delaware
13-3925979
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
888 Seventh Avenue,
New York,
New York
10019
(Address of principal executive offices) (Zip Code)
(212)
894-7000
(Registrants’ telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Vornado Realty Trust
Common Shares of beneficial interest, $.04 par value per share
VNO
New York Stock Exchange
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share:
Vornado Realty Trust
5.40% Series L
VNO/PL
New York Stock Exchange
Vornado Realty Trust
5.25% Series M
VNO/PM
New York Stock Exchange
Vornado Realty Trust
5.25% Series N
VNO/PN
New York Stock Exchange
Vornado Realty Trust
4.45% Series O
VNO/PO
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Vornado Realty Trust: Yes☑ No ☐ Vornado Realty L.P.: Yes☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Vornado Realty Trust: Yes☑ No ☐ Vornado Realty L.P.: Yes☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Vornado Realty Trust:
☑
Large Accelerated Filer
☐
Accelerated Filer
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth Company
Vornado Realty L.P.:
☐
Large Accelerated Filer
☐
Accelerated Filer
☑
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Vornado Realty Trust: Yes☐ No ☑ Vornado Realty L.P.: Yes☐ No ☑
As of March 31, 2022, 191,743,490 of Vornado Realty Trust’s common shares of beneficial interest are outstanding.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2022 of Vornado Realty Trust and Vornado Realty L.P. Unless stated otherwise or the context otherwise requires, references to “Vornado” refer to Vornado Realty Trust, a Maryland real estate investment trust (“REIT”), and references to the “Operating Partnership” refer to Vornado Realty L.P., a Delaware limited partnership. References to the “Company,” “we,” “us” and “our” mean collectively Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
The Operating Partnership is the entity through which we conduct substantially all of our business and own, either directly or through subsidiaries, substantially all of our assets. Vornado is the sole general partner and also a 92.6%limited partner of the Operating Partnership. As the sole general partner of the Operating Partnership, Vornado has exclusive control of the Operating Partnership’s day-to-day management.
Under the limited partnership agreement of the Operating Partnership, unitholders may present their Class A units for redemption at any time (subject to restrictions agreed upon at the time of issuance of the units that may restrict such right for a period of time). Class A units may be tendered for redemption to the Operating Partnership for cash; Vornado, at its option, may assume that obligation and pay the holder either cash or Vornado common shares on a one-for-one basis. Because the number of Vornado common shares outstanding at all times equals the number of Class A units owned by Vornado, the redemption value of each Class A unit is equivalent to the market value of one Vornado common share, and the quarterly distribution to a Class A unitholder is equal to the quarterly dividend paid to a Vornado common shareholder. This one-for-one exchange ratio is subject to specified adjustments to prevent dilution. Vornado generally expects that it will elect to issue its common shares in connection with each such presentation for redemption rather than having the Operating Partnership pay cash. With each such exchange or redemption, Vornado’s percentage ownership in the Operating Partnership will increase. In addition, whenever Vornado issues common shares other than to acquire Class A units of the Operating Partnership, Vornado must contribute any net proceeds it receives to the Operating Partnership and the Operating Partnership must issue to Vornado an equivalent number of Class A units of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.
The Company believes that combining the quarterly reports on Form 10-Q of Vornado and the Operating Partnership into this single report provides the following benefits:
•enhances investors’ understanding of Vornado and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both Vornado and the Operating Partnership; and
•creates time and cost efficiencies in the preparation of one combined report instead of two separate reports.
The Company believes it is important to understand the few differences between Vornado and the Operating Partnership in the context of how Vornado and the Operating Partnership operate as a consolidated company. The financial results of the Operating Partnership are consolidated into the financial statements of Vornado. Vornado does not have any significant assets, liabilities or operations, other than its investment in the Operating Partnership. The Operating Partnership, not Vornado, generally executes all significant business relationships other than transactions involving the securities of Vornado. The Operating Partnership holds substantially all of the assets of Vornado. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by Vornado, which are contributed to the capital of the Operating Partnership in exchange for Class A units of partnership in the Operating Partnership, and the net proceeds of debt offerings by Vornado, which are contributed to the Operating Partnership in exchange for debt securities of the Operating Partnership, as applicable, the Operating Partnership generates all remaining capital required by the Company’s business. These sources may include working capital, net cash provided by operating activities, borrowings under the revolving credit facility, the issuance of secured and unsecured debt and equity securities and proceeds received from the disposition of certain properties.
3
To help investors better understand the key differences between Vornado and the Operating Partnership, certain information for Vornado and the Operating Partnership in this report has been separated, as set forth below:
•Item 1. Financial Statements (unaudited), which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.:
•Note 11. Redeemable Noncontrolling Interests
•Note 12. Shareholders' Equity/Partners' Capital
•Note 18. Income Per Share/Income Per Class A Unit
•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable.
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
(Amounts in thousands, except unit, share, and per share amounts)
As of
March 31, 2022
December 31, 2021
ASSETS
Real estate, at cost:
Land
$
2,540,193
$
2,540,193
Buildings and improvements
9,956,681
9,839,166
Development costs and construction in progress
751,555
718,694
Leasehold improvements and equipment
120,979
119,792
Total
13,369,408
13,217,845
Less accumulated depreciation and amortization
(3,455,145)
(3,376,347)
Real estate, net
9,914,263
9,841,498
Right-of-use assets
687,642
337,197
Cash and cash equivalents
973,858
1,760,225
Restricted cash
167,397
170,126
Investments in U.S. Treasury bills
645,360
—
Tenant and other receivables
83,126
79,661
Investments in partially owned entities
3,299,629
3,297,389
Real estate fund investments
13,402
7,730
220 Central Park South condominium units ready for sale
51,072
57,142
Receivable arising from the straight-lining of rents
677,627
656,318
Deferred leasing costs, net of accumulated amortization of $216,880 and $211,775
388,724
391,693
Identified intangible assets, net of accumulated amortization of $99,663 and $97,186
149,613
154,895
Other assets
440,648
512,714
$
17,492,361
$
17,266,588
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net
$
6,050,693
$
6,053,343
Senior unsecured notes, net
1,190,301
1,189,792
Unsecured term loan, net
798,075
797,812
Unsecured revolving credit facilities
575,000
575,000
Lease liabilities
723,432
370,206
Accounts payable and accrued expenses
541,825
613,497
Deferred revenue
46,238
48,118
Deferred compensation plan
107,170
110,174
Other liabilities
274,496
304,725
Total liabilities
10,307,230
10,062,667
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 14,259,103 and 14,033,438 units outstanding
646,223
587,440
Series D cumulative redeemable preferred units - 141,400 units outstanding
3,535
3,535
Total redeemable noncontrolling partnership units
649,758
590,975
Redeemable noncontrolling interest in a consolidated subsidiary
97,403
97,708
Total redeemable noncontrolling interests
747,161
688,683
Shareholders' equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares
1,182,459
1,182,459
Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 191,743,490 and 191,723,608 shares
7,649
7,648
Additional capital
8,097,523
8,143,093
Earnings less than distributions
(3,154,549)
(3,079,320)
Accumulated other comprehensive income (loss)
51,776
(17,534)
Total shareholders' equity
6,184,858
6,236,346
Noncontrolling interests in consolidated subsidiaries
253,112
278,892
Total equity
6,437,970
6,515,238
$
17,492,361
$
17,266,588
See notes to consolidated financial statements (unaudited).
6
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per share amounts)
For the Three Months Ended March 31,
2022
2021
REVENUES:
Rental revenues
$
397,283
$
339,317
Fee and other income
44,847
40,660
Total revenues
442,130
379,977
EXPENSES:
Operating
(216,529)
(190,979)
Depreciation and amortization
(117,443)
(95,354)
General and administrative
(41,216)
(44,186)
Benefit (expense) from deferred compensation plan liability
1,944
(3,245)
Transaction related costs and other
(1,005)
(843)
Total expenses
(374,249)
(334,607)
Income from partially owned entities
33,714
29,073
Income (loss) from real estate fund investments
5,674
(169)
Interest and other investment income, net
1,018
1,522
(Loss) income from deferred compensation plan assets
(1,944)
3,245
Interest and debt expense
(52,109)
(50,064)
Net gains on disposition of wholly owned and partially owned assets
6,552
—
Income before income taxes
60,786
28,977
Income tax expense
(7,411)
(1,984)
Net income
53,375
26,993
Less net income attributable to noncontrolling interests in:
Consolidated subsidiaries
(9,374)
(6,114)
Operating Partnership
(1,994)
(329)
Net income attributable to Vornado
42,007
20,550
Preferred share dividends
(15,529)
(16,467)
NET INCOME attributable to common shareholders
$
26,478
$
4,083
INCOME PER COMMON SHARE - BASIC:
Net income per common share
$
0.14
$
0.02
Weighted average shares outstanding
191,724
191,418
INCOME PER COMMON SHARE - DILUTED:
Net income per common share
$
0.14
$
0.02
Weighted average shares outstanding
192,038
192,031
See notes to consolidated financial statements (unaudited).
7
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Net income
$
53,375
$
26,993
Other comprehensive income:
Change in fair value of interest rate swaps and other
65,239
11,641
Other comprehensive income of nonconsolidated subsidiaries
9,205
3,591
Comprehensive income
127,819
42,225
Less comprehensive income attributable to noncontrolling interests
(16,502)
(7,329)
Comprehensive income attributable to Vornado
$
111,317
$
34,896
See notes to consolidated financial statements (unaudited).
8
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(Amounts in thousands, except per share amounts)
Non-controlling Interests in Consolidated Subsidiaries
Accumulated Other Comprehensive (Loss) Income
Preferred Shares
Common Shares
Additional Capital
Earnings Less Than Distributions
Total Equity
Shares
Amount
Shares
Amount
Balance as of December 31, 2021
48,793
$
1,182,459
191,724
$
7,648
$
8,143,093
$
(3,079,320)
$
(17,534)
$
278,892
$
6,515,238
Net income attributable to Vornado
—
—
—
—
—
42,007
—
—
42,007
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries
—
—
—
—
—
—
—
9,679
9,679
Dividends on common shares
($0.53 per share)
—
—
—
—
—
(101,616)
—
—
(101,616)
Dividends on preferred shares (see Note 12 for dividends per share amounts)
—
—
—
—
—
(15,529)
—
—
(15,529)
Common shares issued:
Upon redemption of Class A units, at redemption value
—
—
16
1
716
—
—
—
717
Under employees' share option plan
—
—
—
—
7
—
—
—
7
Under dividend reinvestment plan
—
—
5
—
212
—
—
—
212
Contributions
—
—
—
—
—
—
—
481
481
Distributions
—
—
—
—
—
—
—
(35,961)
(35,961)
Deferred compensation shares and options
—
—
(2)
—
146
(85)
—
—
61
Other comprehensive income of nonconsolidated subsidiaries
—
—
—
—
—
—
9,205
—
9,205
Change in fair value of interest rate swaps and other
—
—
—
—
—
—
65,239
—
65,239
Redeemable Class A unit measurement adjustment
—
—
—
—
(46,651)
—
—
—
(46,651)
Redeemable noncontrolling interests' share of above adjustments
—
—
—
—
—
—
(5,134)
—
(5,134)
Other
—
—
—
—
—
(6)
—
21
15
Balance as of March 31, 2022
48,793
$
1,182,459
191,743
$
7,649
$
8,097,523
$
(3,154,549)
$
51,776
$
253,112
$
6,437,970
See notes to consolidated financial statements (unaudited).
9
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)
(Amounts in thousands, except per share amounts)
Non-controlling Interests in Consolidated Subsidiaries
Accumulated Other Comprehensive Loss
Preferred Shares
Common Shares
Additional Capital
Earnings Less Than Distributions
Total Equity
Shares
Amount
Shares
Amount
Balance as of December 31, 2020
48,793
$
1,182,339
191,355
$
7,633
$
8,192,507
$
(2,774,182)
$
(75,099)
$
414,957
$
6,948,155
Net income attributable to Vornado
—
—
—
—
—
20,550
—
—
20,550
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries
—
—
—
—
—
—
—
6,197
6,197
Dividends on common shares
($0.53 per share)
—
—
—
—
—
(101,467)
—
—
(101,467)
Dividends on preferred shares (see Note 12 for dividends per share amounts)
—
—
—
—
—
(16,467)
—
—
(16,467)
Common shares issued:
Upon redemption of Class A units, at redemption value
—
—
107
4
4,099
—
—
—
4,103
Under employees' share option plan
—
—
—
—
4
—
—
—
4
Under dividend reinvestment plan
—
—
6
—
211
—
—
—
211
Distributions
—
—
—
—
—
—
—
(5,877)
(5,877)
Deferred compensation shares and options
—
—
(3)
—
224
(114)
—
—
110
Other comprehensive income of nonconsolidated subsidiaries
—
—
—
—
—
—
3,591
—
3,591
Change in fair value of interest rate swaps
—
—
—
—
—
—
11,642
—
11,642
Unearned 2018 Out-Performance Plan awards acceleration
—
—
—
—
10,283
—
—
—
10,283
Redeemable Class A unit measurement adjustment
—
—
—
—
(126,936)
—
—
—
(126,936)
Redeemable noncontrolling interests' share of above adjustments
—
—
—
—
—
—
(886)
—
(886)
Other
—
(28)
—
1
—
(1)
(1)
1
(28)
Balance as of March 31, 2021
48,793
$
1,182,311
191,465
$
7,638
$
8,080,392
$
(2,871,681)
$
(60,753)
$
415,278
$
6,753,185
See notes to consolidated financial statements (unaudited).
10
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Cash Flows from Operating Activities:
Net income
$
53,375
$
26,993
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)
122,271
100,034
Distributions of income from partially owned entities
37,778
61,157
Equity in net income of partially owned entities
(33,714)
(29,073)
Straight-lining of rents
(21,335)
5,073
Stock-based compensation expense
13,155
21,225
Net gains on disposition of wholly owned and partially owned assets
(6,552)
—
Net unrealized (income) loss on real estate fund investments
(5,672)
494
Amortization of below-market leases, net
(917)
(3,166)
Write-off of lease receivables deemed uncollectible
—
3,670
Other non-cash adjustments
5,208
1,348
Changes in operating assets and liabilities:
Real estate fund investments
—
(494)
Tenant and other receivables
(3,499)
(1,077)
Prepaid assets
29,451
48,599
Other assets
(9,807)
(20,693)
Accounts payable and accrued expenses
(7,421)
9,842
Other liabilities
(1,307)
253
Net cash provided by operating activities
171,014
224,185
Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills
(645,920)
—
Development costs and construction in progress
(209,738)
(130,318)
Proceeds from sales of real estate
81,399
—
Additions to real estate
(30,900)
(27,410)
Proceeds from sale of a condominium unit at 220 Central Park South
15,095
—
Investments in partially owned entities
(4,571)
(4,816)
Distributions of capital from partially owned entities
—
106,005
Net cash used in investing activities
(794,635)
(56,539)
See notes to consolidated financial statements (unaudited).
11
VORNADO REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Cash Flows from Financing Activities:
Dividends paid on common shares
$
(101,616)
$
(101,467)
Distributions to noncontrolling interests
(43,545)
(13,338)
Dividends paid on preferred shares
(15,529)
(16,467)
Repayments of borrowings
(5,400)
(358,331)
Contributions from noncontrolling interests
481
—
Proceeds received from exercise of employee share options and other
219
215
Repurchase of shares related to stock compensation agreements and related tax withholdings and other
(85)
(113)
Proceeds from borrowings
—
350,000
Debt issuance costs
—
(2,904)
Net cash used in financing activities
(165,475)
(142,405)
Net (decrease) increase in cash and cash equivalents and restricted cash
(789,096)
25,241
Cash and cash equivalents and restricted cash at beginning of period
1,930,351
1,730,369
Cash and cash equivalents and restricted cash at end of period
$
1,141,255
$
1,755,610
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period
$
1,760,225
$
1,624,482
Restricted cash at beginning of period
170,126
105,887
Cash and cash equivalents and restricted cash at beginning of period
$
1,930,351
$
1,730,369
Cash and cash equivalents at end of period
$
973,858
$
1,636,093
Restricted cash at end of period
167,397
119,517
Cash and cash equivalents and restricted cash at end of period
$
1,141,255
$
1,755,610
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $3,520 and $10,267
$
46,868
$
50,394
Cash payments for income taxes
$
2,159
$
4,002
Non-Cash Investing and Financing Activities:
Additional estimated lease liability arising from the recognition of right-of-use asset
$
350,000
$
—
Accrued capital expenditures included in accounts payable and accrued expenses
86,667
68,986
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other
65,239
11,641
Redeemable Class A unit measurement adjustment
(46,651)
(126,936)
Write-off of fully depreciated assets
(23,735)
(30,782)
Reclassification of condominium units from "development costs and construction in progress" to
"220 Central Park South condominium units ready for sale"
3,024
2,739
See notes to consolidated financial statements (unaudited).
12
VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except unit amounts)
As of
March 31, 2022
December 31, 2021
ASSETS
Real estate, at cost:
Land
$
2,540,193
$
2,540,193
Buildings and improvements
9,956,681
9,839,166
Development costs and construction in progress
751,555
718,694
Leasehold improvements and equipment
120,979
119,792
Total
13,369,408
13,217,845
Less accumulated depreciation and amortization
(3,455,145)
(3,376,347)
Real estate, net
9,914,263
9,841,498
Right-of-use assets
687,642
337,197
Cash and cash equivalents
973,858
1,760,225
Restricted cash
167,397
170,126
Investments in U.S. Treasury bills
645,360
—
Tenant and other receivables
83,126
79,661
Investments in partially owned entities
3,299,629
3,297,389
Real estate fund investments
13,402
7,730
220 Central Park South condominium units ready for sale
51,072
57,142
Receivable arising from the straight-lining of rents
677,627
656,318
Deferred leasing costs, net of accumulated amortization of $216,880 and $211,775
388,724
391,693
Identified intangible assets, net of accumulated amortization of $99,663 and $97,186
149,613
154,895
Other assets
440,648
512,714
$
17,492,361
$
17,266,588
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Mortgages payable, net
$
6,050,693
$
6,053,343
Senior unsecured notes, net
1,190,301
1,189,792
Unsecured term loan, net
798,075
797,812
Unsecured revolving credit facilities
575,000
575,000
Lease liabilities
723,432
370,206
Accounts payable and accrued expenses
541,825
613,497
Deferred revenue
46,238
48,118
Deferred compensation plan
107,170
110,174
Other liabilities
274,496
304,725
Total liabilities
10,307,230
10,062,667
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units - 14,259,103 and 14,033,438 units outstanding
646,223
587,440
Series D cumulative redeemable preferred units - 141,400 units outstanding
3,535
3,535
Total redeemable noncontrolling partnership units
649,758
590,975
Redeemable noncontrolling interest in a consolidated subsidiary
97,403
97,708
Total redeemable noncontrolling interests
747,161
688,683
Partners' equity:
Partners' capital
9,287,631
9,333,200
Earnings less than distributions
(3,154,549)
(3,079,320)
Accumulated other comprehensive income (loss)
51,776
(17,534)
Total partners' equity
6,184,858
6,236,346
Noncontrolling interests in consolidated subsidiaries
253,112
278,892
Total equity
6,437,970
6,515,238
$
17,492,361
$
17,266,588
See notes to consolidated financial statements (unaudited).
13
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per unit amounts)
For the Three Months Ended March 31,
2022
2021
REVENUES:
Rental revenues
$
397,283
$
339,317
Fee and other income
44,847
40,660
Total revenues
442,130
379,977
EXPENSES:
Operating
(216,529)
(190,979)
Depreciation and amortization
(117,443)
(95,354)
General and administrative
(41,216)
(44,186)
Benefit (expense) from deferred compensation plan liability
1,944
(3,245)
Transaction related costs and other
(1,005)
(843)
Total expenses
(374,249)
(334,607)
Income from partially owned entities
33,714
29,073
Income (loss) from real estate fund investments
5,674
(169)
Interest and other investment income, net
1,018
1,522
(Loss) income from deferred compensation plan assets
(1,944)
3,245
Interest and debt expense
(52,109)
(50,064)
Net gains on disposition of wholly owned and partially owned assets
6,552
—
Income before income taxes
60,786
28,977
Income tax expense
(7,411)
(1,984)
Net income
53,375
26,993
Less net income attributable to noncontrolling interests in consolidated subsidiaries
(9,374)
(6,114)
Net income attributable to Vornado Realty L.P.
44,001
20,879
Preferred unit distributions
(15,558)
(16,508)
NET INCOME attributable to Class A unitholders
$
28,443
$
4,371
INCOME PER CLASS A UNIT - BASIC:
Net income per Class A unit
$
0.14
$
0.02
Weighted average units outstanding
205,141
204,072
INCOME PER CLASS A UNIT - DILUTED:
Net income per Class A unit
$
0.14
$
0.02
Weighted average units outstanding
205,896
204,901
See notes to consolidated financial statements (unaudited).
14
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Net income
$
53,375
$
26,993
Other comprehensive income:
Change in fair value of interest rate swaps and other
65,239
11,641
Other comprehensive income of nonconsolidated subsidiaries
9,205
3,591
Comprehensive income
127,819
42,225
Less comprehensive income attributable to noncontrolling interests in consolidated subsidiaries
(9,374)
(6,114)
Comprehensive income attributable to Vornado Realty L.P.
$
118,445
$
36,111
See notes to consolidated financial statements (unaudited).
15
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(Amounts in thousands, except per unit amounts)
Accumulated Other Comprehensive (Loss) Income
Non-controlling Interests in Consolidated Subsidiaries
Preferred Units
Class A Units Owned by Vornado
Earnings Less Than Distributions
Total Equity
Units
Amount
Units
Amount
Balance as of December 31, 2021
48,793
$
1,182,459
191,724
$
8,150,741
$
(3,079,320)
$
(17,534)
$
278,892
$
6,515,238
Net income attributable to Vornado Realty L.P.
—
—
—
—
44,001
—
—
44,001
Net income attributable to redeemable partnership units
—
—
—
—
(1,994)
—
—
(1,994)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries
—
—
—
—
—
—
9,679
9,679
Distributions to Vornado
($0.53 per unit)
—
—
—
—
(101,616)
—
—
(101,616)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)
—
—
—
—
(15,529)
—
—
(15,529)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value
—
—
16
717
—
—
—
717
Under Vornado's employees' share option plan
—
—
—
7
—
—
—
7
Under Vornado's dividend reinvestment plan
—
—
5
212
—
—
—
212
Contributions
—
—
—
—
—
—
481
481
Distributions
—
—
—
—
—
—
(35,961)
(35,961)
Deferred compensation units and options
—
—
(2)
146
(85)
—
—
61
Other comprehensive income of nonconsolidated subsidiaries
—
—
—
—
—
9,205
—
9,205
Change in fair value of interest rate swaps and other
—
—
—
—
—
65,239
—
65,239
Redeemable Class A unit measurement adjustment
—
—
—
(46,651)
—
—
—
(46,651)
Redeemable partnership units' share of above adjustments
—
—
—
—
—
(5,134)
—
(5,134)
Other
—
—
—
—
(6)
—
21
15
Balance as of March 31, 2022
48,793
$
1,182,459
191,743
$
8,105,172
$
(3,154,549)
$
51,776
$
253,112
$
6,437,970
See notes to consolidated financial statements (unaudited).
16
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
(UNAUDITED)
(Amounts in thousands, except per unit amounts)
Accumulated Other Comprehensive Loss
Non-controlling Interests in Consolidated Subsidiaries
Preferred Units
Class A Units Owned by Vornado
Earnings Less Than Distributions
Total Equity
Units
Amount
Units
Amount
Balance as of December 31, 2020
48,793
$
1,182,339
191,355
$
8,200,140
$
(2,774,182)
$
(75,099)
$
414,957
$
6,948,155
Net income attributable to Vornado Realty L.P.
—
—
—
—
20,879
—
—
20,879
Net income attributable to redeemable partnership units
—
—
—
—
(329)
—
—
(329)
Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries
—
—
—
—
—
—
6,197
6,197
Distributions to Vornado
($0.53 per unit)
—
—
—
—
(101,467)
—
—
(101,467)
Distributions to preferred unitholders (see Note 12 for distributions per unit amounts)
—
—
—
—
(16,467)
—
—
(16,467)
Class A units issued to Vornado:
Upon redemption of redeemable Class A units, at redemption value
—
—
107
4,103
—
—
—
4,103
Under Vornado's employees' share option plan
—
—
—
4
—
—
—
4
Under Vornado's dividend reinvestment plan
—
—
6
211
—
—
—
211
Distributions
—
—
—
—
—
—
(5,877)
(5,877)
Deferred compensation units and options
—
—
(3)
224
(114)
—
—
110
Other comprehensive income of nonconsolidated subsidiaries
—
—
—
—
—
3,591
—
3,591
Change in fair value of interest rate swaps
—
—
—
—
—
11,642
—
11,642
Unearned 2018 Out-Performance Plan awards acceleration
—
—
—
10,283
—
—
—
10,283
Redeemable Class A unit measurement adjustment
—
—
—
(126,936)
—
—
—
(126,936)
Redeemable partnership units' share of above adjustments
—
—
—
—
—
(886)
—
(886)
Other
—
(28)
—
1
(1)
(1)
1
(28)
Balance as of March 31, 2021
48,793
$
1,182,311
191,465
$
8,088,030
$
(2,871,681)
$
(60,753)
$
415,278
$
6,753,185
See notes to consolidated financial statements (unaudited).
17
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Cash Flows from Operating Activities:
Net income
$
53,375
$
26,993
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)
122,271
100,034
Distributions of income from partially owned entities
37,778
61,157
Equity in net income of partially owned entities
(33,714)
(29,073)
Straight-lining of rents
(21,335)
5,073
Stock-based compensation expense
13,155
21,225
Net gains on disposition of wholly owned and partially owned assets
(6,552)
—
Net unrealized (income) loss on real estate fund investments
(5,672)
494
Amortization of below-market leases, net
(917)
(3,166)
Write-off of lease receivables deemed uncollectible
—
3,670
Other non-cash adjustments
5,208
1,348
Changes in operating assets and liabilities:
Real estate fund investments
—
(494)
Tenant and other receivables
(3,499)
(1,077)
Prepaid assets
29,451
48,599
Other assets
(9,807)
(20,693)
Accounts payable and accrued expenses
(7,421)
9,842
Other liabilities
(1,307)
253
Net cash provided by operating activities
171,014
224,185
Cash Flows from Investing Activities:
Purchase of U.S. Treasury bills
(645,920)
—
Development costs and construction in progress
(209,738)
(130,318)
Proceeds from sales of real estate
81,399
—
Additions to real estate
(30,900)
(27,410)
Proceeds from sale of a condominium unit at 220 Central Park South
15,095
—
Investments in partially owned entities
(4,571)
(4,816)
Distributions of capital from partially owned entities
—
106,005
Net cash used in investing activities
(794,635)
(56,539)
See notes to consolidated financial statements (unaudited).
18
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Cash Flows from Financing Activities:
Distributions to Vornado
$
(101,616)
$
(101,467)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries
(43,545)
(13,338)
Distributions to preferred unitholders
(15,529)
(16,467)
Repayments of borrowings
(5,400)
(358,331)
Contributions from noncontrolling interests in consolidated subsidiaries
481
—
Proceeds received from exercise of Vornado stock options and other
219
215
Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other
(85)
(113)
Proceeds from borrowings
—
350,000
Debt issuance costs
—
(2,904)
Net cash used in financing activities
(165,475)
(142,405)
Net (decrease) increase in cash and cash equivalents and restricted cash
(789,096)
25,241
Cash and cash equivalents and restricted cash at beginning of period
1,930,351
1,730,369
Cash and cash equivalents and restricted cash at end of period
$
1,141,255
$
1,755,610
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period
$
1,760,225
$
1,624,482
Restricted cash at beginning of period
170,126
105,887
Cash and cash equivalents and restricted cash at beginning of period
$
1,930,351
$
1,730,369
Cash and cash equivalents at end of period
$
973,858
$
1,636,093
Restricted cash at end of period
167,397
119,517
Cash and cash equivalents and restricted cash at end of period
$
1,141,255
$
1,755,610
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest, excluding capitalized interest of $3,520 and $10,267
$
46,868
$
50,394
Cash payments for income taxes
$
2,159
$
4,002
Non-Cash Investing and Financing Activities:
Additional estimated lease liability arising from the recognition of right-of-use asset
$
350,000
$
—
Accrued capital expenditures included in accounts payable and accrued expenses
86,667
68,986
Increase in accumulated other comprehensive income due to change in fair value of consolidated interest rate swaps and other
65,239
11,641
Redeemable Class A unit measurement adjustment
(46,651)
(126,936)
Write-off of fully depreciated assets
(23,735)
(30,782)
Reclassification of condominium units from "development costs and construction in progress" to
"220 Central Park South condominium units ready for sale"
3,024
2,739
See notes to consolidated financial statements (unaudited)
19
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of and owned approximately 92.6% of the common limited partnership interest in the Operating Partnership as of March 31, 2022. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
2. Basis of Presentation
The accompanying consolidated financial statements are unaudited and include the accounts of Vornado and the Operating Partnership and their consolidated subsidiaries. All adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC.
We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year. In addition, certain prior year balances have been reclassified in order to conform to the current period presentation.
Our investments in U.S. Treasury bills are accounted for as available-for-sale debt investments and are recorded at fair value in "investments in U.S. Treasury bills" on our consolidated balance sheets. See Note 14 - Fair Value Measurements for information on our investments in U.S. Treasury bills.
3. Recently Issued Accounting Literature
In March 2020, the Financial Accounting Standards Board ("FASB") issued an update ("ASU 2020-04") establishing Accounting Standards Codification ("ASC") Topic 848, Reference Rate Reform. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We have elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
In August 2020, the FASB issued an update ("ASU 2020-06") Debt - Debt with Conversion and Other Options (ASC Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (ASC Subtopic 815-40). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We adopted this update effective January 1, 2022 using the modified retrospective approach which did not have a material impact on our consolidated financial statements and disclosures.
In July 2021, the FASB issued an update ("ASU 2021-05") Lessors - Certain Leases with Variable Lease Payments to ASC Topic 842, Leases ("ASC 842").ASU 2021-05 provides additional ASC 842 classification guidance as it relates to a lessor's accounting for certain leases with variable lease payments. ASU 2021-05 requires a lessor to classify a lease with variable payments that do not depend on an index or rate as an operating lease if either a sales-type lease or direct financing lease classification would trigger a day-one loss. ASU 2021-05 is effective for reporting periods beginning after December 15, 2021, with early adoption permitted. We adopted this update effective January 1, 2022 which did not have an impact our consolidated financial statements and disclosures.
20
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
4. Revenue Recognition
Below is a summary of our revenues by segment. Additional financial information related to these reportable segments for the three months ended March 31, 2022 and 2021 is set forth in Note 20 - Segment Information.
(Amounts in thousands)
For the Three Months Ended March 31, 2022
Total
New York
Other
Property rentals
$
377,887
$
307,723
$
70,164
Trade shows(1)
5,144
—
5,144
Lease revenues(2)
383,031
307,723
75,308
Tenant services
9,889
7,411
2,478
Parking revenues
4,363
3,711
652
Rental revenues
397,283
318,845
78,438
BMS cleaning fees
32,691
34,711
(2,020)
(3)
Management and leasing fees
2,769
2,967
(198)
Other income
9,387
2,025
7,362
Fee and other income
44,847
39,703
5,144
Total revenues
$
442,130
$
358,548
$
83,582
____________________
See notes below.
(Amounts in thousands)
For the Three Months Ended March 31, 2021
Total
New York
Other
Property rentals
$
332,058
$
261,691
$
70,367
Trade shows(1)
—
—
—
Lease revenues(2)
332,058
261,691
70,367
Tenant services
7,259
5,009
2,250
Rental revenues
339,317
266,700
72,617
BMS cleaning fees
28,477
29,948
(1,471)
(3)
Management and leasing fees
5,369
5,522
(153)
Other income
6,814
1,801
5,013
Fee and other income
40,660
37,271
3,389
Total revenues
$
379,977
$
303,971
$
76,006
____________________
(1)We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic and resumed in the third quarter of 2021.
(2)The components of lease revenues were as follows:
For the Three Months Ended March 31,
2022
2021
Fixed billings
$
329,251
$
309,860
Variable billings
32,974
31,649
Total contractual operating lease billings
362,225
341,509
Adjustment for straight-line rents and amortization of acquired below-market leases and other, net
20,806
(5,781)
Less: write-off of straight-line rent and tenant receivables deemed uncollectible
—
(3,670)
Lease revenues
$
383,031
$
332,058
(3)Represents the elimination of theMART and 555 California Street Building Maintenance Services LLC ("BMS") cleaning fees which are included as income in the New York segment.
21
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
5. Real Estate Fund Investments
We are the general partner and investment manager of Vornado Capital Partners Real Estate Fund (the “Fund”) and own a 25.0% interest in the Fund, which had an initial eight-year term ending February 2019. On January 29, 2018, the Fund's term was extended to February 2023, by which time the Fund intends to dispose of its remaining investments and wind down its business. The Fund's three-year investment period ended in July 2013. The Fund is accounted for under ASC Topic 946, Financial Services – Investment Companies (“ASC 946”) and its investments are reported on its balance sheet at fair value, with changes in value each period recognized in earnings. We consolidate the accounts of the Fund into our consolidated financial statements, retaining the fair value basis of accounting.
We are the general partner and investment manager of the Crowne Plaza Times Square Hotel Joint Venture (the “Crowne Plaza Joint Venture”) and own a 57.1% interest in the joint venture which owns the 24.3% interest in the Crowne Plaza Times Square Hotel not owned by the Fund. The Crowne Plaza Joint Venture is also accounted for under ASC 946 and we consolidate the accounts of the joint venture into our consolidated financial statements, retaining the fair value basis of accounting. On June 9, 2020, the joint venture between the Fund and the Crowne Plaza Joint Venture defaulted on the $274,355,000 non-recourse loan on the Crowne Plaza Times Square Hotel. The interest-only loan, which bears interest at a floating rate of LIBOR plus 3.69% (4.15% as of March 31, 2022) and provides for additional default interest of 3.00%, was scheduled to mature on July 9, 2020.
On April 12, 2021, the Fund defaulted on the $82,750,000 non-recourse loan on 1100 Lincoln Road. The interest-only loan currently bears interest at a floating rate of prime plus 1.40% (4.90% as of March 31, 2022) and provides for additional default interest of 3.00%. The loan was scheduled to mature on July 27, 2021.
As of March 31, 2022, we had three real estate fund investments through the Fund and the Crowne Plaza Joint Venture with an aggregate fair value of $13,402,000, $322,383,000 below cost, and had remaining unfunded commitments of $28,465,000, of which our share was $8,849,000. As of December 31, 2021, those three real estate fund investments had an aggregate fair value of $7,730,000.
Below is a summary of income from the Fund and the Crowne Plaza Joint Venture.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Net unrealized income (loss) on held investments
$
5,672
$
(494)
Net investment income
2
325
Income (loss) from real estate fund investments
5,674
(169)
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries
(3,964)
429
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries
$
1,710
$
260
6. Investments in Partially Owned Entities
Fifth Avenue and Times Square JV
As of March 31, 2022, we own a 51.5% common interest in a joint venture ("Fifth Avenue and Times Square JV") which owns 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"). The remaining 48.5% common interest in the joint venture is owned by a group of institutional investors (the "Investors"). Our 51.5% common interest in the joint venture represents an effective 51.0% interest in the Properties. The 48.5% common interest in the joint venture owned by the Investors represents an effective 47.2% interest in the Properties. We provide various services to Fifth Avenue and Times Square JV in accordance with management, development, leasing and other agreements.
We also own $1.828 billion of preferred equity security interests in certain of the properties. The preferred equity has an annual coupon of 4.25% through April 2024, increasing to 4.75% for the subsequent five years and thereafter at a formulaic rate. It can be redeemed under certain conditions on a tax deferred basis.
As of March 31, 2022, the carrying amount of our investment in the joint venture was less than our share of the equity in the net assets of the joint venture by approximately $384,591,000, the basis difference primarily resulting from non-cash impairment losses recognized during 2020. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Fifth Avenue and Times Square JV’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as a reduction to depreciation expense over their estimated useful lives.
22
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
6. Investments in Partially Owned Entities - continued
Alexander’s, Inc. (“Alexander’s”) (NYSE: ALX)
As of March 31, 2022, we own 1,654,068 Alexander’s common shares, or approximately 32.4% of Alexander’s common equity. We manage, develop and lease Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable.
As of March 31, 2022, the market value ("fair value" pursuant to ASC Topic 820, Fair Value Measurements ("ASC 820")) of our investment in Alexander’s, based on Alexander’s March 31, 2022 closing share price of $256.23, was$423,822,000,or $331,043,000 in excess of the carrying amount on our consolidated balance sheets. As of March 31, 2022, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeded our share of the equity in the net assets of Alexander’s by approximately $30,044,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income.
Below is a schedule summarizing our investments in partially owned entities.
(Amounts in thousands)
Percentage Ownership at March 31, 2022
Balance as of
March 31, 2022
December 31, 2021
Investments:
Fifth Avenue and Times Square JV (see page 22 for details):
51.5%
$
2,773,505
$
2,770,633
Partially owned office buildings/land(1)
Various
310,580
306,989
Alexander’s
32.4%
92,779
91,405
Other investments(2)
Various
122,765
128,362
$
3,299,629
$
3,297,389
Investments in partially owned entities included in other liabilities(3):
7 West 34th Street
53.0%
$
(61,279)
$
(60,918)
85 Tenth Avenue
49.9%
(16,033)
(18,067)
$
(77,312)
$
(78,985)
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, 512 West 22nd Street, 61 Ninth Avenue and others.
(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.
(3)Our negative basis results from distributions in excess of our investment.
23
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
6. Investments in Partially Owned Entities - continued
Below is a schedule ofincome from partially owned entities.
(Amounts in thousands)
Percentage Ownership at March 31, 2022
For the Three Months Ended March 31,
2022
2021
Our share of net income:
Fifth Avenue and Times Square JV (see page 22 for details):
Equity in net income
51.5%
$
16,309
$
9,606
Return on preferred equity, net of our share of the expense
9,226
9,226
25,535
18,832
Alexander's (see page 23for details):
Equity in net income
32.4%
4,671
5,729
Management, leasing and development fees
1,020
575
5,691
6,304
Partially owned office buildings(1)
Various
2,477
5,972
Other investments(2)
Various
11
(2,035)
$
33,714
$
29,073
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.
7. 220 Central Park South ("220 CPS")
During the three months ended March 31, 2022, we closed on the sale of one condominium unit at 220 CPS for net proceeds of $15,095,000 resulting in a financial statement net gain of $6,001,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with this sale, $589,000 of income tax expense was recognized on our consolidated statements of income. From inception to March 31, 2022, we have closed on the sale of 107 units for net proceeds of $3,021,991,000 resulting in financial statement net gains of $1,123,256,000.
8. Dispositions
SoHo Properties
On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
24
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
9. Identified Intangible Assets and Liabilities
The following summarizes our identified intangible assets (primarily above-market leases) and liabilities (primarily below-market leases).
(Amounts in thousands)
Balance as of
March 31, 2022
December 31, 2021
Identified intangible assets:
Gross amount
$
249,276
$
252,081
Accumulated amortization
(99,663)
(97,186)
Total, net
$
149,613
$
154,895
Identified intangible liabilities (included in deferred revenue):
Gross amount
$
255,303
$
256,065
Accumulated amortization
(213,558)
(212,245)
Total, net
$
41,745
$
43,820
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase to rental revenues of $917,000 and $3,166,000 for the three months ended March 31, 2022 and 2021, respectively. Estimated annual amortization for each of the five succeeding years commencing January 1, 2023 is below:
(Amounts in thousands)
Acquired below (above) market leases, net
2023
$
5,359
2024
2,264
2025
844
2026
649
2027
(119)
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $4,125,000 and $1,326,000 for the three months ended March 31, 2022 and 2021, respectively. Estimated annual amortization for each of the five succeeding years commencing January 1, 2023 is below:
(Amounts in thousands)
Other identified intangible assets
2023
$
8,267
2024
7,431
2025
6,332
2026
6,193
2027
5,590
25
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
10. Debt
The following is a summary of our debt:
(Amounts in thousands)
Weighted Average Interest Rate at March 31, 2022
Balance as of
March 31, 2022
December 31, 2021
Mortgages Payable:
Fixed rate
2.80%
$
2,190,000
$
2,190,000
Variable rate
1.93%
3,903,815
3,909,215
Total
2.24%
6,093,815
6,099,215
Deferred financing costs, net and other
(43,122)
(45,872)
Total, net
$
6,050,693
$
6,053,343
Unsecured Debt:
Senior unsecured notes
3.02%
$
1,200,000
$
1,200,000
Deferred financing costs, net and other
(9,699)
(10,208)
Senior unsecured notes, net
1,190,301
1,189,792
Unsecured term loan
3.72%
800,000
800,000
Deferred financing costs, net and other
(1,925)
(2,188)
Unsecured term loan, net
798,075
797,812
Unsecured revolving credit facilities
1.35%
575,000
575,000
Total, net
$
2,563,376
$
2,562,604
26
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
11. Redeemable Noncontrolling Interests
Redeemable Noncontrolling Partnership Units
Redeemable noncontrolling partnership units are primarily comprised of Class A Operating Partnership units held by third parties and are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership.
Below is a table summarizing the activity of redeemable noncontrolling partnership units.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Beginning balance
$
590,975
$
511,747
Net income
1,994
329
Other comprehensive income
5,134
886
Distributions
(7,584)
(7,461)
Redemption of Class A units for Vornado common shares, at redemption value
(717)
(4,103)
Redeemable Class A unit measurement adjustment
46,651
126,936
Other, net
13,305
11,859
Ending balance
$
649,758
$
640,193
As of March 31, 2022 and December 31, 2021, the aggregate redemption value of redeemable Class A units of the Operating Partnership, which are those units held by third parties, was $646,223,000 and $587,440,000, respectively, based on Vornado's quarter-end closing common share price.
Redeemable noncontrolling partnership units exclude our Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC Topic 480, Distinguishing Liabilities and Equity. Accordingly, the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $49,775,000 and $49,659,000 as of March 31, 2022 and December 31, 2021, respectively. Changes in the value from period to period, if any, are charged to “interest and debt expense” on our consolidated statements of income.
Redeemable Noncontrolling Interest in a Consolidated Subsidiary
A consolidated joint venture in which we own a 95% interest is developing Farley Office and Retail (the "Project"). During 2020, a historic tax credit investor (the "Tax Credit Investor") funded $92,400,000 of capital contributions and is expected to make additional capital contributions in future periods.
The arrangement includes a put option whereby the joint venture may be obligated to purchase the Tax Credit Investor’s ownership interest in the Project at a future date. The put price is calculated based on a pre-determined formula. As exercise of the put option is outside of the joint venture’s control, the Tax Credit Investor’s interest, together with the put option, have been recorded to “redeemable noncontrolling interest in a consolidated subsidiary” on our consolidated balance sheets. The redeemable noncontrolling interest is recorded at the greater of the carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in Vornado’s consolidated statements of changes in equity and to “partners’ capital” on the consolidated balance sheets of the Operating Partnership. There was no adjustment required for the three months ended March 31, 2022 and 2021.
Below is a table summarizing the activity of the redeemable noncontrolling interest in a consolidated subsidiary.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Beginning balance
$
97,708
$
94,520
Net loss
(305)
(83)
Ending balance
$
97,403
$
94,437
27
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
12. Shareholders' Equity/Partners' Capital
The following table sets forth the details of our dividends/distributions per common share/Class A unit and dividends/distributions per share/unit for each class of preferred shares/units of beneficial interest.
(Per share/unit)
For the Three Months Ended March 31,
2022
2021
Shares/Units:
Common shares/Class A units held by Vornado: authorized 250,000,000 shares/units
$
0.53
$
0.53
Convertible Preferred(1):
6.5% Series A: authorized 12,902 and 13,402 shares/units(2)
0.8125
0.8125
Cumulative Redeemable Preferred(3):
5.70% Series K: authorized 12,000,000 shares/units
N/A
0.3563
5.40% Series L: authorized 13,800,000 shares/units
0.3375
0.3375
5.25% Series M: authorized 13,800,000 shares/units
0.3281
0.3281
5.25% Series N: authorized 12,000,000 shares/units
0.3281
0.3281
4.45% Series O: authorized 12,000,000 shares/units
0.2781
N/A
____________________
(1)Dividends on preferred shares and distributions on preferred units are cumulative and are payable quarterly in arrears.
(2)Redeemable at the option of Vornado under certain circumstances, at a redemption price of 1.9531 common shares/Class A units per Series A Preferred Share/Unit plus accrued and unpaid dividends/distributions through the date of redemption, or convertible at any time at the option of the holder for 1.9531 common shares/Class A units per Series A Preferred Share/Unit.
(3)Series L preferred shares/units are redeemable at Vornado's option at a redemption price of $25.00 per share/unit, plus accrued and unpaid dividends/distributions through the date of redemption. Series M preferred shares/units are redeemable commencing December 2022, Series N preferred shares/units are redeemable commencing November 2025 and Series O preferred shares/units, issued in September 2021, are redeemable commencing September 2026. Series K preferred shares/units were redeemed on October 13, 2021.
Accumulated Other Comprehensive Income (Loss)
The following table sets forth the changes in accumulated other comprehensive income (loss) by component.
(Amounts in thousands)
Total
Accumulated other comprehensive (loss) income of nonconsolidated subsidiaries
Change in fair value of interest rate swaps and other
Other
For the three months ended March 31, 2022:
Balance as of December 31, 2021
$
(17,534)
$
(4,063)
$
(14,761)
$
1,290
Other comprehensive income (loss)
69,310
9,205
65,239
(5,134)
Balance as of March 31, 2022
$
51,776
$
5,142
$
50,478
$
(3,844)
For the three months ended March 31, 2021:
Balance as of December 31, 2020
$
(75,099)
$
(14,338)
$
(66,098)
$
5,337
Other comprehensive income (loss)
14,346
3,591
11,642
(887)
Balance as of March 31, 2021
$
(60,753)
$
(10,747)
$
(54,456)
$
4,450
28
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
13. Variable Interest Entities ("VIEs")
Unconsolidated VIEs
As of March 31, 2022 and December 31, 2021, we have several unconsolidated VIEs. We do not consolidate these entities because we are not the primary beneficiary and the nature of our involvement in the activities of these entities does not give us power over decisions that significantly affect these entities’ economic performance. We account for our investment in these entities under the equity method (see Note 6 – Investments in Partially Owned Entities). As of March 31, 2022 and December 31, 2021, the net carrying amount of our investments in these entities was $68,999,000 and $69,435,000, respectively, and our maximum exposure to loss in these entities is limited to the carrying amount of our investments.
Consolidated VIEs
Our most significant consolidated VIEs are the Operating Partnership (for Vornado), the Farley joint venture and certain properties that have noncontrolling interests. These entities are VIEs because the noncontrolling interests do not have substantive kick-out or participating rights. We consolidate these entities because we control all significant business activities.
As of March 31, 2022, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,503,754,000 and $2,449,879,000, respectively. As of December 31, 2021, the total assets and liabilities of our consolidated VIEs, excluding the Operating Partnership, were $4,564,621,000 and $2,517,652,000, respectively.
14. Fair Value Measurements
ASC 820 defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities as well as certain U.S. Treasury securities that are highly liquid and are actively traded in secondary markets; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, our fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon sale or disposition of these assets.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities that are measured at fair value on our consolidated balance sheets consist of (i) investments in U.S. Treasury bills (classified as available-for-sale), (ii) real estate fund investments, (iii) the assets in our deferred compensation plan (for which there is a corresponding liability on our consolidated balance sheets), (iv) loans receivable (for which we have elected the fair value option under ASC Subtopic 825-10, Financial Instruments ("ASC 825-10")), (v) interest rate swaps and caps and (vi) mandatorily redeemable instruments (Series G-1 through G-4 convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables on the following page, aggregate the fair values of these financial assets and liabilities by their levels in the fair value hierarchy.
29
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14. Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
(Amounts in thousands)
As of March 31, 2022
Total
Level 1
Level 2
Level 3
Investments in U.S. Treasury bills (1)
$
645,360
$
645,360
$
—
$
—
Real estate fund investments
13,402
—
—
13,402
Deferred compensation plan assets ($9,084 included in restricted cash and $98,086 in other assets)
107,170
62,644
—
44,526
Loans receivable ($47,372 included in investments in partially owned entities and $3,476 in other assets)
50,848
—
—
50,848
Interest rate swaps and caps (included in other assets)
59,739
—
59,739
—
Total assets
$
876,519
$
708,004
$
59,739
$
108,776
Mandatorily redeemable instruments (included in other liabilities)
$
49,775
$
49,775
$
—
$
—
Interest rate swaps (included in other liabilities)
7,737
—
7,737
—
Total liabilities
$
57,512
$
49,775
$
7,737
$
—
(Amounts in thousands)
As of December 31, 2021
Total
Level 1
Level 2
Level 3
Real estate fund investments
$
7,730
$
—
$
—
$
7,730
Deferred compensation plan assets ($9,104 included in restricted cash and $101,070 in other assets)
110,174
65,158
—
45,016
Loans receivable ($46,444 included in investments in partially owned entities and $3,738 in other assets)
50,182
—
—
50,182
Interest rate swaps and caps (included in other assets)
18,929
—
18,929
—
Total assets
$
187,015
$
65,158
$
18,929
$
102,928
Mandatorily redeemable instruments (included in other liabilities)
$
49,659
$
49,659
$
—
$
—
Interest rate swaps (included in other liabilities)
32,837
—
32,837
—
Total liabilities
$
82,496
$
49,659
$
32,837
$
—
____________________
(1)During the three months ended March 31, 2022, we purchased $645,920 in U.S. Treasury bills with an aggregate par value of $650,000. As of March 31, 2022, our investments in U.S. Treasury bills have an aggregate amortized cost of $646,049 and have remaining maturities of less than one year.
Real Estate Fund Investments
As of March 31, 2022, we had three real estate fund investments with an aggregate fair value of $13,402,000, $322,383,000 below cost. These investments are classified as Level 3.
Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these real estate fund investments.
Range
Weighted Average (based on fair value of assets)
Unobservable Quantitative Input
March 31, 2022
December 31, 2021
March 31, 2022
December 31, 2021
Discount rates
11.8% to 13.0%
12.0% to 15.0%
12.5%
13.2%
Terminal capitalization rates
5.5% to 9.1%
5.5% to 8.8%
7.5%
7.4%
The inputs above are subject to change based on changes in economic and market conditions and/or changes in use or timing of exit. Changes in discount rates and terminal capitalization rates result in increases or decreases in the fair values of these investments. The discount rates encompass, among other things, uncertainties in the valuation models with respect to terminal capitalization rates and the amount and timing of cash flows. Therefore, a change in the fair value of these investments resulting from a change in the terminal capitalization rate may be partially offset by a change in the discount rate. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.
30
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14. Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Real Estate Fund Investments - continued
The table below summarizes the changes in the fair value of real estate fund investments that are classified as Level 3.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Beginning balance
$
7,730
$
3,739
Purchases/additional fundings
—
494
Net unrealized income (loss) on held investments
5,672
(494)
Ending balance
$
13,402
$
3,739
Deferred Compensation Plan Assets
Deferred compensation plan assets that are classified as Level 3 consist of investments in limited partnerships and investment funds, which are managed by third parties. We receive quarterly financial reports that provide net asset values on a fair value basis from a third-party administrator, which are compiled from the quarterly reports provided to them from each limited partnership and investment fund. The period of time over which these underlying assets are expected to be liquidated is unknown. The third-party administrator does not adjust these values in determining our share of the net assets and we do not adjust these values when reported in our consolidated financial statements.
The table below summarizes the changes in the fair value of deferred compensation plan assets that are classified as Level 3.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Beginning balance
$
45,016
$
39,928
Purchases
843
449
Sales
(907)
(145)
Realized and unrealized (losses) gains
(1,240)
1,293
Other, net
814
114
Ending balance
$
44,526
$
41,639
Loans Receivable
Loans receivable consist of loan investments in real estate related assets for which we have elected the fair value option under ASC 825-10. These investments are classified as Level 3.
Significant unobservable quantitative inputs used in determining the fair value of each investment include capitalization rates and discount rates. These rates are based on the location, type and nature of each property, current and anticipated market conditions, industry publications and from the experience of our Acquisitions and Capital Markets departments. Significant unobservable quantitative inputs in the table below were utilized in determining the fair value of these loans receivable.
Range
Weighted Average (based on fair value of investments)
Unobservable Quantitative Input
March 31, 2022
December 31, 2021
March 31, 2022
December 31, 2021
Discount rates
6.5%
6.5%
6.5%
6.5%
Terminal capitalization rates
5.0%
5.0%
5.0%
5.0%
The table below summarizes the changes in fair value of loans receivable that are classified as Level 3.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Beginning balance
$
50,182
$
47,743
Interest accrual
1,199
841
Paydowns
(533)
(375)
Ending balance
$
50,848
$
48,209
31
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14. Fair Value Measurements - continued
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis - continued
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. We recognize the fair values of all derivatives in "other assets" or "other liabilities" on our consolidated balance sheets. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows.
The following tables summarize our consolidated derivative instruments, all of which hedge variable rate debt, as of March 31, 2022 and December 31, 2021.
(Amounts in thousands)
As of March 31, 2022
Variable Rate
Hedged Item
Fair Value
Notional Amount
Spread over LIBOR
Interest Rate
Swapped Rate
Expiration Date
Included in other assets:
555 California Street mortgage loan interest rate swap
(1)Represents our 70.0% share of the $1.2 billion mortgage loan.
(2)Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.
32
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
14. Fair Value Measurements - continued
Fair Value Measurements on a Nonrecurring Basis
There were no assets measured at fair value on a nonrecurring basis on our consolidated balance sheets as of March 31, 2022 and December 31, 2021.
Financial Assets and Liabilities not Measured at Fair Value
Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash equivalents (primarily money market funds, which invest in obligations of the United States government) and our secured and unsecured debt. Estimates of the fair value of these instruments are determined by the standard practice of modeling the contractual cash flows required under the instrument and discounting them back to their present value at the appropriate current risk adjusted interest rate, which is provided by a third-party specialist. For floating rate debt, we use forward rates derived from observable market yield curves to project the expected cash flows we would be required to make under the instrument. The fair value of cash equivalents and borrowings under our unsecured revolving credit facilities and unsecured term loan are classified as Level 1. The fair value of our secured debt and unsecured debt are classified as Level 2. The table below summarizes the carrying amounts and fair value of these financial instruments.
(Amounts in thousands)
As of March 31, 2022
As of December 31, 2021
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Cash equivalents
$
588,242
$
588,000
$
1,346,684
$
1,347,000
Debt:
Mortgages payable
$
6,093,815
$
5,997,000
$
6,099,215
$
6,052,000
Senior unsecured notes
1,200,000
1,152,000
1,200,000
1,230,000
Unsecured term loan
800,000
800,000
800,000
800,000
Unsecured revolving credit facilities
575,000
575,000
575,000
575,000
Total
$
8,668,815
(1)
$
8,524,000
$
8,674,215
(1)
$
8,657,000
____________________
(1)Excludes $54,746 and $58,268 of deferred financing costs, net and other as of March 31, 2022 and December 31, 2021, respectively.
15. Stock-based Compensation
We account for all equity-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation. Stock-based compensation expense, a component of "general and administrative" expense on our consolidated statements of income, was $13,155,000 and $21,225,000 for the three months ended March 31, 2022 and 2021, respectively.
2022 Long-Term Performance Award
On January 12, 2022, the Compensation Committee of Vornado's Board of Trustees approved the 2022 Long-Term Performance Plan (“LTPP”), a multi-year, restricted operating partnership ("LTIP") units-based performance equity compensation plan. Awards under the 2022 LTPP are bifurcated between operational performance (50%) and relative performance (50%) measurements and may be earned at specified threshold, target and maximum levels.
The operational component awards may be earned based on Vornado’s 2022 operational performance in the following categories:
• FFO, as adjusted per share (75% weighting); and
• ESG performance metrics consisting of greenhouse emissions reductions, Global Real Estate Sustainability Benchmark ("GRESB") score and Green Building Certification (LEED) achievements (aggregate 25% weighting).
Any LTPP award units tentatively earned based on Vornado’s 2022 operational performance are subject to an absolute return modifier pursuant to which such award units are subject to a potential reduction (but not increase) of up to 30% if Vornado’s aggregate
total three-year total shareholder return ("TSR") for 2022-2025 is below specified levels.
Awards under relative components may be earned based on Vornado’s three-year TSR, measured against the Dow Jones U.S. Real Estate Office Index (50% weighting) and a Northeast peer group custom index (50% weighting). Awards earned under the relative component of the LTPP are subject to reductions of up to 30% if Vornado’s three-year TSR is below specified levels.
If the designated performance objectives are achieved, awards earned under 2022 LTPP will vest 50% in January 2025 and 50% in January 2026. In addition, the Chief Executive Officer is required to hold any earned and vested awards for three years following each such vesting date and all other award recipients are required to hold such awards for one year following each such vesting date. Dividends on awards granted under the 2022 LTPP accrue during the applicable performance period and are paid to participants if awards are ultimately earned based on the achievement of the designated performance objectives.
33
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
16. Interest and Other Investment Income, Net
The following table sets forth the details of interest and other investment income, net:
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Interest on loans receivable
$
825
$
560
Amortization of discount on investments in U.S. Treasury bills
129
—
Interest on cash and cash equivalents and restricted cash
64
62
Other, net
—
900
$
1,018
$
1,522
17. Interest and Debt Expense
The following table sets forth the details of interest and debt expense:
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Interest expense
$
50,801
$
55,651
Capitalized interest and debt expense
(3,520)
(10,267)
Amortization of deferred financing costs
4,828
4,680
$
52,109
$
50,064
18. Income Per Share/Income Per Class A Unit
Vornado Realty Trust
The following table presents the calculations of (i) basic income per common share which includes the weighted average number of common shares outstanding without regard to dilutive potential common shares and (ii) diluted income per common share which includes weighted average common shares outstanding and dilutive share equivalents. Unvested share-based payment awards that contain nonforfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include restricted stock awards, based on the two-class method. Our share-based payment awards, including employee stock options, restricted Operating Partnership units ("OP Units"), out-performance plan awards ("OPPs"), appreciation-only long term incentive plan units ("AO LTIP Units"), Performance Conditioned AO LTIP Units and LTPP units, are included in the calculation of diluted income per share using the treasury stock method if dilutive. Our convertible securities, including our Series A convertible preferred shares, Series G-1 through G-4 convertible preferred units and Series D-13 redeemable preferred units, are reflected in diluted income per share by application of the if-converted method if dilutive.
(Amounts in thousands, except per share amounts)
For the Three Months Ended March 31,
2022
2021
Numerator:
Net income attributable to Vornado
$
42,007
$
20,550
Preferred share dividends
(15,529)
(16,467)
Net income attributable to common shareholders
26,478
4,083
Earnings allocated to unvested participating securities
(5)
(9)
Numerator for basic and diluted income per share
$
26,473
$
4,074
Denominator:
Denominator for basic income per share – weighted average shares
191,724
191,418
Effect of dilutive securities(1):
Share-based payment awards
314
613
Denominator for diluted income per share – weighted average shares and assumed conversions
192,038
192,031
INCOME PER COMMON SHARE - BASIC:
Net income per common share
$
0.14
$
0.02
INCOME PER COMMON SHARE - DILUTED:
Net income per common share
$
0.14
$
0.02
____________________
(1)The effect of dilutive securities excluded an aggregate of 15,185 and 13,485 weighted average common share equivalents for the three months ended March 31, 2022 and 2021, respectively, as their effect was anti-dilutive.
34
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
18. Income Per Share/Income Per Class A Unit - continued
Vornado Realty L.P.
The following table presents the calculations of (i) basic income per Class A unit which includes the weighted average number of Class A units outstanding without regard to dilutive potential Class A units and (ii) diluted income per Class A unit which includes the weighted average Class A units outstanding and dilutive Class A unit equivalents. Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Earnings are allocated to participating securities, which include Vornado restricted stock awards and our OP Units, based on the two-class method. Our other share-based payment awards, including Vornado stock options, OPPs, AO LTIP Units, Performance Conditioned AO LTIP Units and LTPP Units, are included in the calculation of diluted income per Class A unit using the treasury stock method if dilutive. Our convertible securities, including our Series A convertible preferred units, Series G-1 through G-4 convertible preferred units and Series D-13 redeemable preferred units, are reflected in diluted income per Class A unit by application of the if-converted method if dilutive.
(Amounts in thousands, except per unit amounts)
For the Three Months Ended March 31,
2022
2021
Numerator:
Net income attributable to Vornado Realty L.P.
$
44,001
$
20,879
Preferred unit distributions
(15,558)
(16,508)
Net income attributable to Class A unitholders
28,443
4,371
Earnings allocated to unvested participating securities
(639)
(721)
Numerator for basic and diluted income per Class A unit
$
27,804
$
3,650
Denominator:
Denominator for basic income per Class A unit – weighted average units
205,141
204,072
Effect of dilutive securities(1):
Share-based payment awards
755
829
Denominator for diluted income per Class A unit – weighted average units and assumed conversions
205,896
204,901
INCOME PER CLASS A UNIT - BASIC:
Net income per Class A unit
$
0.14
$
0.02
INCOME PER CLASS A UNIT - DILUTED:
Net income per Class A unit
$
0.14
$
0.02
____________________
(1)The effect of dilutive securities excluded an aggregate of 1,327 and 615 weighted average Class A unit equivalents for the three months ended March 31, 2022 and 2021, respectively,as their effect was anti-dilutive.
35
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
19. Commitments and Contingencies
Insurance
For our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $250,000,000 includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage. Our California properties have earthquake insurance with coverage of $350,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,799,727 and 20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.
Certain condominiums in which we own an interest (including our leasehold interest in the Farley Condominiums) own insurance policies with different per occurrence and aggregate limits than our policies described above.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.
In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include our 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000,000 which is included in "right-of-use assets" and "lease liabilities", respectively, on our consolidated balance sheets as of March 31, 2022.
In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guaranty. On May 11, 2021, the court issued a final statement of decision in our favor and on July 7, 2021, the Regus subsidiary appealed the decision. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg. We are actively pursuing claims relating to the guaranty against the successor to Regus PLC and its parent, in Luxembourg and other jurisdictions.
Our mortgage loans are non-recourse to us, except for the mortgage loans secured by 640 Fifth Avenue, 7 West 34th Street and 435 Seventh Avenue, which we guaranteed and therefore are part of our tax basis. In certain cases, we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to Empire State Development, an entity of New York State, for Farley Office and Retail. As of March 31, 2022, the aggregate dollar amount of these guarantees and master leases is approximately $1,575,000,000.
36
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
19. Commitments and Contingencies - continued
Other Commitments and Contingencies - continued
As of March 31, 2022, $15,273,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.
Our 95% consolidated joint venture (5% is owned by Related Companies ("Related")) is developing Farley Office and Retail. In connection with the development of the property, the joint venture admitted a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of March 31, 2022, the Tax Credit Investor has made$92,400,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.
As investment manager of the Fund we are entitled to an incentive allocation after the limited partners have received a preferred return on their invested capital. The incentive allocation is subject to catch-up and clawback provisions.Accordingly, based on the March 31, 2022 fair value of the Fund assets, at liquidation we would be required to make a$25,400,000 payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations, which would have no income statement impact as it was previously accrued.
As of March 31, 2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $10,300,000.
As of March 31, 2022, we have construction commitments aggregating approximately $503,000,000.
20. Segment Information
We operate in two reportable segments, New York and Other, which is based on how we manage our business.
Net operating income ("NOI") at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
37
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
20. Segment Information - continued
Below is a summary of NOI at share and NOI at share - cash basisby segment for the three months ended March 31, 2022 and 2021.
(Amounts in thousands)
For the Three Months Ended March 31, 2022
Total
New York
Other
Total revenues
$
442,130
$
358,548
$
83,582
Operating expenses
(216,529)
(177,535)
(38,994)
NOI - consolidated
225,601
181,013
44,588
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(20,035)
(13,310)
(6,725)
Add: NOI from partially owned entities
78,692
75,964
2,728
NOI at share
284,258
243,667
40,591
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(3,130)
(3,975)
845
NOI at share - cash basis
$
281,128
$
239,692
$
41,436
(Amounts in thousands)
For the Three Months Ended March 31, 2021
Total
New York
Other
Total revenues
$
379,977
$
303,971
$
76,006
Operating expenses
(190,979)
(160,985)
(29,994)
NOI - consolidated
188,998
142,986
46,012
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,646)
(8,621)
(9,025)
Add: NOI from partially owned entities
78,756
76,773
1,983
NOI at share
250,108
211,138
38,970
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(1,198)
(973)
(225)
NOI at share - cash basis
$
248,910
$
210,165
$
38,745
Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three months ended March 31, 2022 and 2021.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Net income
$
53,375
$
26,993
Depreciation and amortization expense
117,443
95,354
General and administrative expense
41,216
44,186
Transaction related costs and other
1,005
843
Income from partially owned entities
(33,714)
(29,073)
(Income) loss from real estate fund investments
(5,674)
169
Interest and other investment income, net
(1,018)
(1,522)
Interest and debt expense
52,109
50,064
Net gains on disposition of wholly owned and partially owned assets
(6,552)
—
Income tax expense
7,411
1,984
NOI from partially owned entities
78,692
78,756
NOI attributable to noncontrolling interests in consolidated subsidiaries
(20,035)
(17,646)
NOI at share
284,258
250,108
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other
(3,130)
(1,198)
NOI at share - cash basis
$
281,128
$
248,910
38
VORNADO REALTY TRUST AND VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
21. Subsequent Event
On April 27, 2022, we entered into an agreement to sell the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We expect to close the sale in the third quarter of 2022 and recognize a financial statement gain of approximately $15,000,000 and a tax gain of approximately $74,000,000. The sale is subject to customary closing conditions.
39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Trustees of Vornado Realty Trust
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust and subsidiaries (the "Company") as of March 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
New York, New York
May 2, 2022
40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Vornado Realty L.P.
Results of Review of Interim Financial Information
We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. and subsidiaries (the "Partnership") as of March 31, 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively referred to as the "interim financial information"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Partnership as of December 31, 2021, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This interim financial information is the responsibility of the Partnership’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ DELOITTE & TOUCHE LLP
New York, New York
May 2, 2022
41
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained in this Quarterly Report constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Quarterly Report on Form 10‑Q. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict.
Currently, one of the most significant factors is the ongoing adverse effect of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, operating performance and the effect it has had and may continue to have on our tenants, the global, national, regional and local economies and financial markets and the real estate market in general. The extent of the impact of the COVID-19 pandemic will continue to depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants, and governmental and tenant responses thereto, which continue to be uncertain but the impact could be material. Moreover, you are cautioned that the COVID-19 pandemic will heighten many of the risks identified in "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021.
For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2021. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three months ended March 31, 2022. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year. Certain prior year balances have been reclassified in order to conform to the current year presentation.
42
Overview
Vornado Realty Trust (“Vornado”) is a fully-integrated real estate investment trust (“REIT”) and conducts its business through, and substantially all of its interests in properties are held by, Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of and owned approximately 92.6% of the common limited partnership interest in the Operating Partnership as of March 31, 2022. All references to the “Company,” “we,” “us” and “our” mean, collectively, Vornado, the Operating Partnership and those subsidiaries consolidated by Vornado.
We compete with a large number of real estate investors, property owners and developers, some of whom may be willing to accept lower returns on their investments. Principal factors of competition are rents charged, sales prices, attractiveness of location, the quality of the property and the breadth and the quality of services provided. Our success depends upon, among other factors, trends of the global, national, regional and local economies, the financial condition and operating results of current and prospective tenants and customers, availability and cost of capital, construction and renovation costs, taxes, governmental regulations, legislation, population and employment trends. See “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021 for additional information regarding these factors.
Our business has been adversely affected by the ongoing COVID-19 pandemic and the preventive measures taken to curb the spread of the virus. The pandemic has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business closures. Some of the effects on us include the following:
•While substantially all of the limitations and restrictions imposed on our retail tenants during the onset of the pandemic have been lifted, economic conditions and other factors, including a decline in Manhattan tourism since the onset of the virus, continue to adversely affect the financial health of our retail tenants.
•While our buildings are open, many of our office tenants are working remotely.
•We permanently closed the Hotel Pennsylvania on April 5, 2021 and plan to develop an office tower on the site.
•Trade shows at theMART were cancelled beginning March of 2020 and resumed in the third quarter of 2021 with generally lower attendance than pre-pandemic levels.
The extent of the COVID-19 pandemic’s effect on our operational and financial performance will continue to depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants and governmental and tenant responses thereto, which continue to be uncertain. Given the dynamic nature of the circumstances, it is difficult to predict the long-term impact of the ongoing COVID-19 pandemic on our business, financial condition, results of operations and cash flows but the impact could be material.
43
Overview - continued
Vornado Realty Trust
Quarter Ended March 31, 2022 Financial Results Summary
Net income attributable to common shareholders for the quarter ended March 31, 2022 was $26,478,000, or $0.14 per diluted share, compared to $4,083,000, or $0.02 per diluted share, for the prior year’s quarter. The quarters ended March 31, 2022 and 2021 include certain items that impact the comparability of period to period net income attributable to common shareholders, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, decreased net income attributable to common shareholders for the quarter ended March 31, 2022 by $5,204,000, or $0.02 per diluted share, and $8,363,000, or $0.04 per diluted share, for the quarter ended March 31, 2021.
Funds from operations (“FFO”) attributable to common shareholders plus assumed conversions for the quarter ended March 31, 2022 was $154,908,000, or $0.80 per diluted share, compared to $118,407,000, or $0.62 per diluted share, for the prior year’s quarter. FFO attributable to common shareholders plus assumed conversions for the quarters ended March 31, 2022 and 2021 include certain items that impact the comparability of period to period FFO, which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO attributable to common shareholders plus assumed conversions for the quarter ended March 31, 2022 by $2,595,000, or $0.01 per diluted share, and decreased FFO attributable to common shareholders plus assumed conversions by $5,952,000, or $0.03 per diluted share, for the quarter ended March 31, 2021.
The following table reconciles the difference between our net income attributable to common shareholders and our net income attributable to common shareholders, as adjusted:
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Certain expense (income) items that impact net income attributable to common shareholders:
Hotel Pennsylvania loss
$
8,929
$
8,990
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units
(5,412)
—
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)
3,173
—
Other
(1,100)
(66)
5,590
8,924
Noncontrolling interests' share of above adjustments
(386)
(561)
Total of certain expense (income) items that impact net income attributable to common shareholders
$
5,204
$
8,363
The following table reconciles the difference between our FFO attributable to common shareholders plus assumed conversions and our FFO attributable to common shareholders plus assumed conversions, as adjusted:
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
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
$
(5,412)
$
—
Deferred tax liability on our investment in Farley Office and Retail (held through a taxable REIT subsidiary)
3,173
—
Other
(549)
6,351
(2,788)
6,351
Noncontrolling interests' share of above adjustments
193
(399)
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net
$
(2,595)
$
5,952
44
Overview - continued
Same Store Net Operating Income (“NOI”) At Share
The percentage increasein same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are below.
Three months ended March 31, 2022 compared to March 31, 2021
Total
New York
theMART
555 California Street
Same store NOI at share % increase
3.1
%
2.5
%
10.0
%
3.2
%
Same store NOI at share - cash basis % increase
5.8
%
5.0
%
14.6
%
5.3
%
Calculations of same store NOI at share, reconciliations of our net income to NOI at share, NOI at share - cash basis and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Dispositions
220 CPS
During the three months ended March 31, 2022, we closed on the sale of one condominium unit at 220 CPS for net proceeds of $15,095,000 resulting in a financial statement net gain of $6,001,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with this sale, $589,000 of income tax expense was recognized on our consolidated statements of income. From inception to March 31, 2022, we have closed on the sale of 107 units for net proceeds of $3,021,991,000 resulting in financial statement net gains of $1,123,256,000.
SoHo Properties
On January 13, 2022, we sold two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street for $84,500,000 and realized net proceeds of $81,399,000. In connection with the sale, we recognized a net gain of $551,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income.
Center Building (33-00 Northern Boulevard)
On April 27, 2022, we entered into an agreement to sell the Center Building, an eight-story 498,000 square foot office building located at 33‑00 Northern Boulevard in Long Island City, New York, for $172,750,000. We expect to close the sale in the third quarter of 2022 and recognize a financial statement gain of approximately $15,000,000 and a tax gain of approximately $74,000,000. The sale is subject to customary closing conditions.
Leasing Activity for the Three Months Ended March 31, 2022
The leasing activity and related statistics below are based on leases signed during the period and are not intended to coincide with the commencement of rental revenue in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Second generation relet space represents square footage that has not been vacant for more than nine months and tenant improvements and leasing commissions are based on our share of square feet leased during the period.
•272,000 square feet of New York Office space (236,000 square feet at share) at an initial rent of $81.07 per square foot and a weighted average lease term of 8.8 years. The changes in the GAAP and cash mark-to-market rent on the 152,000 square feet of second generation space were positive 6.5% and positive 7.2%, respectively. Tenant improvements and leasing commissions were $12.88 per square foot per annum, or 15.9% of initial rent.
•20,000 square feet of New York Retail space (all at share) at an initial rent of $171.62 per square foot and a weighted average lease term of 14.1 years. The 20,000 square feet was first generation space. Tenant improvements and leasing commissions were $14.01 per square foot per annum, or 8.2% of initial rent.
•149,000 square feet at theMART (all at share) at an initial rent of $49.79 per square foot and a weighted average lease term of 8.2 years. The changes in the GAAP and cash mark-to-market rent on the 133,000 square feet of second generation space were negative 7.4% and negative 4.5%, respectively. Tenant improvements and leasing commissions were $12.00 per square foot per annum, or 24.1% of initial rent.
•56,000 square feet at 555 California (39,000 square feet at share) at an initial rent of $91.49 per square foot and a weighted average lease term of 6.8 years. The changes in the GAAP and cash mark-to-market rent on the 34,000 square feet of second generation space were positive 56.4% and positive 19.8%, respectively. Tenant improvements and leasing commissions were $12.50 per square foot per annum, or 13.7% of initial rent.
45
Overview - continued
Square Footage (in service) and Occupancy as of March 31, 2022
(Square feet in thousands)
Square Feet (in service)
Number of Properties
Total Portfolio
Our Share
Occupancy %
New York:
Office
32
(1)
19,462
16,767
92.1
%
Retail (includes retail properties that are in the base of our office properties)
58
(1)
2,213
1,781
80.4
%
Residential - 1,983 units(2)
7
(1)
1,510
777
96.4
%
(2)
Alexander's
6
2,218
719
96.2
%
(2)
25,403
20,044
91.2
%
Other:
theMART
4
3,635
3,626
88.9
%
555 California Street
3
1,818
1,273
94.2
%
Other
11
2,489
1,154
92.9
%
7,942
6,053
Total square feet as of March 31, 2022
33,345
26,097
____________________
See notes below.
Square Footage (in service) and Occupancy as of December 31, 2021
(Square feet in thousands)
Square Feet (in service)
Number of properties
Total Portfolio
Our Share
Occupancy %
New York:
Office
32
(1)
19,442
16,757
92.2
%
Retail (includes retail properties that are in the base of our office properties)
60
(1)
2,267
1,825
80.7
%
Residential - 1,986 units(2)
8
(1)
1,518
785
96.4
%
(2)
Alexander's
6
2,218
719
95.6
%
(2)
25,445
20,086
91.3
%
Other:
theMART
4
3,692
3,683
88.9
%
555 California Street
3
1,818
1,273
93.8
%
Other
11
2,489
1,154
92.8
%
7,999
6,110
Total square feet as of December 31, 2021
33,444
26,196
____________________
(1)Reflects the Office, Retail and Residential space within our 75 and 77 total New York properties as of March 31, 2022 and December 31, 2021, respectively.
(2)The Alexander Apartment Tower (312 units) is reflected in Residential unit count and occupancy.
Critical Accounting Estimates
A summary of our critical accounting policies and estimates used in the preparation of our consolidated financial statements is included in Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2021. For the three months ended March 31, 2022, there were no material changes to these policies.
Recently Issued Accounting Literature
Refer to Note 3 - Recently Issued Accounting Literature to the unaudited consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements that may affect us.
46
NOI At Share by Segment for the Three Months Ended March 31, 2022 and 2021
NOI at share represents total revenues less operating expenses including our share of partially owned entities. NOI at share - cash basis represents NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We consider NOI at share - cash basis to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI at share - cash basis, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI at share and NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below is a summary of NOI at share and NOI at share - cash basisby segment for the three months ended March 31, 2022 and 2021.
(Amounts in thousands)
For the Three Months Ended March 31, 2022
Total
New York
Other
Total revenues
$
442,130
$
358,548
$
83,582
Operating expenses
(216,529)
(177,535)
(38,994)
NOI - consolidated
225,601
181,013
44,588
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(20,035)
(13,310)
(6,725)
Add: NOI from partially owned entities
78,692
75,964
2,728
NOI at share
284,258
243,667
40,591
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(3,130)
(3,975)
845
NOI at share - cash basis
$
281,128
$
239,692
$
41,436
(Amounts in thousands)
For the Three Months Ended March 31, 2021
Total
New York
Other
Total revenues
$
379,977
$
303,971
$
76,006
Operating expenses
(190,979)
(160,985)
(29,994)
NOI - consolidated
188,998
142,986
46,012
Deduct: NOI attributable to noncontrolling interests in consolidated subsidiaries
(17,646)
(8,621)
(9,025)
Add: NOI from partially owned entities
78,756
76,773
1,983
NOI at share
250,108
211,138
38,970
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net, and other
(1,198)
(973)
(225)
NOI at share - cash basis
$
248,910
$
210,165
$
38,745
47
NOI At Share by Segment for the Three Months Ended March 31, 2022 and 2021- continued
The elements of our New York and Other NOI at share for the three months ended March 31, 2022 and 2021 are summarized below.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
New York:
Office
$
177,809
$
166,635
Retail
52,105
36,702
Residential
4,774
4,456
Alexander's
8,979
10,489
Hotel Pennsylvania(1)
—
(7,144)
Total New York
243,667
211,138
Other:
theMART
19,914
18,107
555 California Street
16,235
16,064
Other investments
4,442
4,799
Total Other
40,591
38,970
NOI at share
$
284,258
$
250,108
___________________
See note below.
The elements of our New York and Other NOI at share - cash basis for the three months ended March 31, 2022 and 2021 are summarized below.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
New York:
Office
$
177,827
$
167,096
Retail
47,393
34,876
Residential
4,689
4,011
Alexander's
9,783
11,349
Hotel Pennsylvania(1)
—
(7,167)
Total New York
239,692
210,165
Other:
theMART
20,436
17,840
555 California Street
16,360
15,855
Other investments
4,640
5,050
Total Other
41,436
38,745
NOI at share - cash basis
$
281,128
$
248,910
___________________
(1)On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.
48
Reconciliation of Net Income to NOI At Share and NOI At Share - Cash Basis for the Three Months Ended March 31, 2022 and 2021
Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three months ended March 31, 2022 and 2021.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Net income
$
53,375
$
26,993
Depreciation and amortization expense
117,443
95,354
General and administrative expense
41,216
44,186
Transaction related costs and other
1,005
843
Income from partially owned entities
(33,714)
(29,073)
(Income) loss from real estate fund investments
(5,674)
169
Interest and other investment income, net
(1,018)
(1,522)
Interest and debt expense
52,109
50,064
Net gains on disposition of wholly owned and partially owned assets
(6,552)
—
Income tax expense
7,411
1,984
NOI from partially owned entities
78,692
78,756
NOI attributable to noncontrolling interests in consolidated subsidiaries
(20,035)
(17,646)
NOI at share
284,258
250,108
Non-cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other
(3,130)
(1,198)
NOI at share - cash basis
$
281,128
$
248,910
NOI At Share by Region
For the Three Months Ended March 31,
2022
2021
Region:
New York City metropolitan area
87
%
86
%
Chicago, IL
7
%
7
%
San Francisco, CA
6
%
7
%
100
%
100
%
49
Results of Operations – Three Months Ended March 31, 2022 Compared to March 31, 2021
Revenues
Our revenues were $442,130,000 for the three months ended March 31, 2022 compared to $379,977,000 for the prior year’s quarter, an increase of $62,153,000. Below are the details of the increase by segment:
(Amounts in thousands)
Total
New York
Other
Increase (decrease) due to:
Rental revenues:
Acquisitions, dispositions and other
$
9,419
$
9,419
$
—
Development and redevelopment
22,710
22,710
—
Trade shows(1)
5,144
—
5,144
Same store operations
20,693
20,016
677
57,966
52,145
5,821
Fee and other income:
BMS cleaning fees
4,214
4,763
(549)
Management and leasing fees
(2,600)
(2,555)
(45)
Other income
2,573
224
2,349
4,187
2,432
1,755
Total increase in revenues
$
62,153
$
54,577
$
7,576
_______________
See notes below.
Expenses
Our expenses were $374,249,000 for the three months ended March 31, 2022, compared to $334,607,000 for the prior year’s quarter, an increase of $39,642,000. Below are the details of the increase by segment:
(Amounts in thousands)
Total
New York
Other
Increase (decrease) due to:
Operating:
Acquisitions, dispositions and other
$
2,430
$
2,430
$
—
Development and redevelopment
5,661
5,336
325
Non-reimbursable expenses
5,724
5,460
264
Trade shows(1)
1,996
—
1,996
Hotel Pennsylvania(2)
(7,367)
(7,367)
—
BMS expenses
4,720
5,270
(550)
Same store operations
12,386
5,421
6,965
25,550
16,550
9,000
Depreciation and amortization:
Acquisitions, dispositions and other
11,481
11,481
—
Development and redevelopment
12,299
12,299
—
Same store operations
(1,691)
(2,298)
607
22,089
21,482
607
General and administrative
(2,970)
(2,078)
(892)
Benefit from deferred compensation plan liability
(5,189)
—
(5,189)
Transaction related costs and other
162
575
(413)
Total increase in expenses
$
39,642
$
36,529
$
3,113
______________________
(1)We cancelled trade shows at theMART beginning late March of 2020 due to the COVID-19 pandemic and resumed in the third quarter of 2021.
(2)On April 5, 2021, we permanently closed the Hotel Pennsylvania. Beginning in the third quarter of 2021, we commenced capitalization of carrying costs in connection with our development of the future PENN 15 (formerly Hotel Pennsylvania) site.
50
Results of Operations – Three Months Ended March 31, 2022 Compared to March 31, 2021 - continued
Income from Partially Owned Entities
Below are the components of income from partially owned entities.
(Amounts in thousands)
Percentage Ownership at March 31, 2022
For the Three Months Ended March 31,
2022
2021
Our share of net income:
Fifth Avenue and Times Square JV:
Equity in net income
51.5%
$
16,309
$
9,606
Return on preferred equity, net of our share of the expense
9,226
9,226
25,535
18,832
Alexander's
32.4%
5,691
6,304
Partially owned office buildings(1)
Various
2,477
5,972
Other investments(2)
11
(2,035)
$
33,714
$
29,073
____________________
(1)Includes interests in 280 Park Avenue, 650 Madison Avenue, One Park Avenue (consolidated from August 5, 2021), 7 West 34th Street, 512 West 22nd Street, 61 Ninth Avenue, 85 Tenth Avenue and others.
(2)Includes interests in Independence Plaza, Rosslyn Plaza and others.
Income from Real Estate Fund Investments
Below is a summary of income from the Fund and the Crowne Plaza joint venture.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Net unrealized income (loss) on held investments
$
5,672
$
(494)
Net investment income
2
325
Income (loss) from real estate fund investments
5,674
(169)
Less (income) loss attributable to noncontrolling interests in consolidated subsidiaries
(3,964)
429
Income from real estate fund investments net of noncontrolling interests in consolidated subsidiaries
$
1,710
$
260
Interest and Other Investment Income, Net
The following table sets forth the details of interest and other investment income, net.
(Amounts in thousands)
For the Three Months Ended March 31,
2022
2021
Interest on loans receivable
$
825
$
560
Amortization of discount on investments in U.S. Treasury bills
129
—
Interest on cash and cash equivalents and restricted cash
64
62
Other, net
—
900
$
1,018
$
1,522
Interest and Debt Expense
Interest and debt expense for the three months ended March 31, 2022 was $52,109,000 compared to $50,064,000 for the prior year’s quarter, an increase of $2,045,000. This was primarily due to $6,747,000 of lower capitalized interest and debt expense, partially offset by $3,958,000 of lower interest expense in connection with the refinancing of 1290 Avenue of the Americas.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets
Net gains on disposition of wholly owned and partially owned assets for the three months ended March 31, 2022 were $6,552,000, comprised of $6,001,000 from the sale of one 220 CPS condominium unit and $551,000 from the sale of two Manhattan retail properties located at 478-482 Broadway and 155 Spring Street.
Income Tax Expense
Income tax expense for the three months ended March 31, 2022 was $7,411,000 compared to $1,984,000 for the prior year’s quarter, an increase of $5,427,000. This was primarily due to an increase in the deferred tax liability on our investment in Farley Office and Retail and higher income tax expense from the sale of one 220 CPS condominium unit.
51
Results of Operations – Three Months Ended March 31, 2022 Compared to March 31, 2021 - continued
Net Income Attributable to Noncontrolling Interests in Consolidated Subsidiaries
Net income attributable to noncontrolling interests in consolidated subsidiaries was $9,374,000 for the three months ended March 31, 2022, compared to $6,114,000 for the prior year’s quarter, an increase of $3,260,000. This resulted primarily from an increase in net income allocated to the noncontrolling interests of our real estate fund investments.
Net Income Attributable to Noncontrolling Interests in the Operating Partnership (Vornado Realty Trust)
Net income attributable to noncontrolling interests in the Operating Partnership was $1,994,000 for the three months ended March 31, 2022, compared to $329,000 for the prior year’s quarter, an increase of $1,665,000. This resulted primarily from higher net income subject to allocation to unitholders.
Preferred Share Dividends of Vornado Realty Trust
Preferred share dividends were $15,529,000 for the three months ended March 31, 2022, compared to $16,467,000 for the prior year’s quarter, a decrease of $938,000.
Preferred Unit Distributions of Vornado Realty L.P.
Preferred unit distributions were $15,558,000 for the three months ended March 31, 2022, compared to $16,508,000 for the prior year’s quarter, a decrease of $950,000.
Same Store Net Operating Income At Share
Same store NOI at share represents NOI at share from operations which are in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is same store NOI at share adjusted to exclude straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered alternatives to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31, 2022 compared to March 31, 2021.
(Amounts in thousands)
Total
New York
theMART
555 California Street
Other
NOI at share for the three months ended March 31, 2022
$
284,258
$
243,667
$
19,914
$
16,235
$
4,442
Less NOI at share from:
Change in ownership interest in One Park Avenue
(5,956)
(5,956)
—
—
—
Dispositions
78
78
—
—
—
Development properties
(20,860)
(20,860)
—
—
—
Other non-same store income, net
(6,454)
(2,012)
—
—
(4,442)
Same store NOI at share for the three months ended March 31, 2022
$
251,066
$
214,917
$
19,914
$
16,235
$
—
NOI at share for the three months ended March 31, 2021
$
250,108
$
211,138
$
18,107
$
16,064
$
4,799
Less NOI at share from:
Dispositions
741
741
—
—
—
Development properties
(7,839)
(7,514)
—
(325)
—
Hotel Pennsylvania
7,144
7,144
—
—
—
Other non-same store income, net
(6,694)
(1,895)
—
—
(4,799)
Same store NOI at share for the three months ended March 31, 2021
$
243,460
$
209,614
$
18,107
$
15,739
$
—
Increase in same store NOI at share
$
7,606
$
5,303
$
1,807
$
496
$
—
% increase in same store NOI at share
3.1
%
2.5
%
10.0
%
3.2
%
0.0
%
52
Results of Operations – Three Months Ended March 31, 2022 Compared to March 31, 2021 - continued
Same Store Net Operating Income At Share - continued
Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended March 31, 2022 compared to March 31, 2021.
(Amounts in thousands)
Total
New York
theMART
555 California Street
Other
NOI at share - cash basis for the three months ended March 31, 2022
$
281,128
$
239,692
$
20,436
$
16,360
$
4,640
Less NOI at share - cash basis from:
Change in ownership interest in One Park Avenue
(4,779)
(4,779)
—
—
—
Dispositions
75
75
—
—
—
Development properties
(13,929)
(13,929)
—
—
—
Other non-same store income, net
(7,094)
(2,454)
—
—
(4,640)
Same store NOI at share - cash basis for the three months ended March 31, 2022
$
255,401
$
218,605
$
20,436
$
16,360
$
—
NOI at share - cash basis for the three months ended March 31, 2021
$
248,910
$
210,165
$
17,840
$
15,855
$
5,050
Less NOI at share - cash basis from:
Dispositions
1,353
1,353
—
—
—
Development properties
(8,794)
(8,469)
—
(325)
—
Hotel Pennsylvania
7,167
7,167
—
—
—
Other non-same store income, net
(7,167)
(2,117)
—
—
(5,050)
Same store NOI at share - cash basis for the three months ended March 31, 2021
$
241,469
$
208,099
$
17,840
$
15,530
$
—
Increase in same store NOI at share - cash basis
$
13,932
$
10,506
$
2,596
$
830
$
—
% increase in same store NOI at share - cash basis
5.8
%
5.0
%
14.6
%
5.3
%
0.0
%
Liquidity and Capital Resources
Our cash requirements include property operating expenses, capital improvements, tenant improvements, debt service, leasing commissions, dividends to our shareholders, distributions to unitholders of the Operating Partnership, as well as acquisition and development and redevelopment costs. The sources of liquidity to fund these cash requirements include rental revenue, which is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties, proceeds from debt financings, including mortgage loans, senior unsecured borrowings, unsecured term loans and unsecured revolving credit facilities; proceeds from the issuance of common and preferred equity; and asset sales.
As of March 31, 2022, we have $3.9 billion of liquidity comprised of $1.1 billion of cash and cash equivalents and restricted cash, $645 million of investments in U.S. Treasury bills and $2.2 billion available on our $2.75 billion revolving credit facilities. The ongoing challenges posed by the COVID-19 pandemic could adversely impact our cash flow from continuing operations but we anticipate that cash flow from continuing operations over the next twelve months together with cash balances on hand will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to our shareholders, debt amortization and recurring capital expenditures. Capital requirements for development and redevelopment expenditures and acquisitions may require funding from borrowings, equity offerings and/or asset sales.
We may from time to time purchase or retire outstanding debt securities or redeem our equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.
53
Liquidity and Capital Resources - continued
Summary Cash Flows for the Three Months Ended March 31, 2022 and 2021
Cash and cash equivalents and restricted cash was $1,141,255,000 as of March 31, 2022, a $789,096,000 decrease from the balance as of December 31, 2021.
Our cash flow activities are summarized as follows:
(Amounts in thousands)
For the Three Months Ended March 31,
Decrease in Cash Flow
2022
2021
Net cash provided by operating activities
$
171,014
$
224,185
$
(53,171)
Net cash used in investing activities
(794,635)
(56,539)
(738,096)
Net cash used in financing activities
(165,475)
(142,405)
(23,070)
Operating Activities
Net cash provided by operating activities primarily consists of cash inflows from rental revenues and operating distributions from our non-consolidated partially owned entities less cash outflows for property expenses, general and administrative expenses and interest expense. For the three months ended March 31, 2022, net cash provided by operating activities of $171,014,000 was comprised of $163,597,000 of cash from operations, including distributions of income from partially owned entities of $37,778,000, and a net increase of $7,417,000 in cash due to the timing of cash receipts and payments related to changes in operating assets and liabilities.
Investing Activities
Net cash flow used in investing activities is impacted by the timing and extent of our development, capital improvement, acquisition and disposition activities during the year.
The following table details the net cash used in investing activities:
(Amounts in thousands)
For the Three Months Ended March 31,
Increase (Decrease) in Cash Flow
2022
2021
Purchase of U.S. Treasury bills
$
(645,920)
$
—
$
(645,920)
Development costs and construction in progress
(209,738)
(130,318)
(79,420)
Proceeds from sales of real estate
81,399
—
81,399
Additions to real estate
(30,900)
(27,410)
(3,490)
Proceeds from sale of a condominium unit at 220 Central Park South
15,095
—
15,095
Investments in partially owned entities
(4,571)
(4,816)
245
Distributions of capital from partially owned entities
—
106,005
(106,005)
Net cash used in investing activities
$
(794,635)
$
(56,539)
$
(738,096)
Financing Activities
Net cash flow used in financing activities is impacted by the timing and extent of issuances of debt and equity securities, distributions paid to common shareholders and unitholders of the Operating Partnership as well as principal and other repayments associated with our outstanding debt.
The following table details the net cash used in financing activities:
(Amounts in thousands)
For the Three Months Ended March 31,
Increase (Decrease) in Cash Flow
2022
2021
Dividends paid on common shares/Distributions to Vornado
$
(101,616)
$
(101,467)
$
(149)
Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries
(43,545)
(13,338)
(30,207)
Dividends paid on preferred shares/Distributions to preferred unitholders
(15,529)
(16,467)
938
Repayments of borrowings
(5,400)
(358,331)
352,931
Contributions from noncontrolling interests in consolidated subsidiaries
481
—
481
Proceeds received from exercise of Vornado stock options and other
219
215
4
Repurchase of shares/Class A units related to stock compensation agreements and related tax withholdings and other
(85)
(113)
28
Proceeds from borrowings
—
350,000
(350,000)
Debt issuance costs
—
(2,904)
2,904
Net cash used in financing activities
$
(165,475)
$
(142,405)
$
(23,070)
54
Liquidity and Capital Resources - continued
Development and Redevelopment Expenditures for the Three Months Ended March 31, 2022
Development and redevelopment expenditures consist of all hard and soft costs associated with the development and redevelopment of a property. We plan to fund these development and redevelopment expenditures from operating cash flow, existing liquidity, and/or borrowings. See detailed discussion below for our current development and redevelopment projects.
PENN District
Farley
Our 95% joint venture (5% is owned by the Related Companies ("Related")) is developing Farley Office and Retail, which will include approximately 845,000 rentable square feet of commercial space, comprised of approximately 730,000 square feet of office space and approximately 115,000 square feet of restaurant and retail space. The total development cost of this project is estimated to be approximately $1,120,000,000 at our 95% share, of which $981,993,000 of cash has been expended as of March 31, 2022.
PENN 1
We are redeveloping PENN 1, a 2,547,000 square foot office building located on 34th Street between Seventh and Eighth Avenue. In December 2020, we entered into an agreement with the Metropolitan Transportation Authority (the “MTA”) to oversee the redevelopment of the Long Island Rail Road Concourse at Penn Station (the "Concourse"), within the footprint of PENN 1. Skanska USA Civil Northeast, Inc. will perform the redevelopment under a fixed price contract for $380,000,000 which is being funded by the MTA. In connection with the redevelopment, we entered into an agreement with the MTA which will result in the widening of the Concourse to relieve overcrowding and our trading of 15,000 square feet of back of house space for 22,000 square feet of retail frontage space. Vornado's total development cost of our PENN 1 project is estimated to be $450,000,000, of which $319,622,000 of cash has been expended as of March 31, 2022.
PENN 2
We are redeveloping PENN 2, a 1,795,000 square foot (as expanded) office building located on the west side of Seventh Avenue between 31st and 33rd Street. The development cost of this project is estimated to be $750,000,000, of which $208,231,000 of cash has been expended as of March 31, 2022.
PENN 15 (Hotel Pennsylvania Site)
We have permanently closed the Hotel Pennsylvania and plan to develop an office tower on the site. Demolition of the existing building structure commenced in the fourth quarter of 2021.
We are also making districtwide improvements within the PENN District. The development cost of these improvements is estimated to be $100,000,000, of which $32,306,000 of cash has been expended as of March 31, 2022.
We are also evaluating other development and redevelopment opportunities at certain of our properties in Manhattan including, in particular, the PENN District.
There can be no assurance that the above projects will be completed, completed on schedule or within budget.
55
Liquidity and Capital Resources - continued
Insurance
For our properties, we maintain general liability insurance with limits of $300,000,000 per occurrence and per property, of which $250,000,000 includes communicable disease coverage, and we maintain all risk property and rental value insurance with limits of $2.0 billion per occurrence, with sub-limits for certain perils such as flood and earthquake, excluding communicable disease coverage. Our California properties have earthquake insurance with coverage of $350,000,000 per occurrence and in the aggregate, subject to a deductible in the amount of 5% of the value of the affected property. We maintain coverage for certified terrorism acts with limits of $6.0 billion per occurrence and in the aggregate (as listed below), $1.2 billion for non-certified acts of terrorism, and $5.0 billion per occurrence and in the aggregate for terrorism involving nuclear, biological, chemical and radiological (“NBCR”) terrorism events, as defined by the Terrorism Risk Insurance Act of 2002, as amended to date and which has been extended through December 2027.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of all risk property and rental value insurance and a portion of our earthquake insurance coverage, and as a direct insurer for coverage for acts of terrorism including NBCR acts. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third-party insurance companies and the Federal government with no exposure to PPIC. For NBCR acts, PPIC is responsible for a deductible of $1,799,727 and 20% of the balance of a covered loss and the Federal government is responsible for the remaining portion of a covered loss. We are ultimately responsible for any loss incurred by PPIC.
Certain condominiums in which we own an interest (including our leasehold interest in the Farley Condominiums) own insurance policies with different per occurrence and aggregate limits than our policies described above.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism and other events. However, we cannot anticipate what coverage will be available on commercially reasonable terms in the future. We are responsible for uninsured losses and for deductibles and losses in excess of our insurance coverage, which could be material.
Our debt instruments, consisting of mortgage loans secured by our properties, senior unsecured notes and revolving credit agreements contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance or refinance our properties and expand our portfolio.
Other Commitments and Contingencies
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Each of our properties has been subjected to varying degrees of environmental assessment at various times. The environmental assessments did not reveal any material environmental contamination. However, there can be no assurance that the identification of new areas of contamination, changes in the extent or known scope of contamination, the discovery of additional sites, or changes in cleanup requirements would not result in significant costs to us.
In January 2022, we exercised a 25-year renewal option on our PENN 1 ground lease extending the term through June 2073. As a result of the exercise, we remeasured the related ground lease liability to include our 25-year extension option and recorded an estimated incremental right-of-use asset and lease liability of approximately $350,000,000 which is included in "right-of-use assets" and "lease liabilities", respectively, on our consolidated balance sheets as of March 31, 2022.
In July 2018, we leased 78,000 square feet at 345 Montgomery Street in San Francisco, CA, to a subsidiary of Regus PLC, for an initial term of 15 years. The obligations under the lease were guaranteed by Regus PLC in an amount of up to $90,000,000. The tenant purported to terminate the lease prior to space delivery. We commenced a suit on October 23, 2019 seeking to enforce the lease and the guaranty. On May 11, 2021, the court issued a final statement of decision in our favor and on July 7, 2021, the Regus subsidiary appealed the decision. On October 9, 2020, the successor to Regus PLC filed for bankruptcy in Luxembourg. We are actively pursuing claims relating to the guaranty against the successor to Regus PLC and its parent, in Luxembourg and other jurisdictions.
Our mortgage loans are non-recourse to us, except for the mortgage loans secured by 640 Fifth Avenue, 7 West 34th Street and 435 Seventh Avenue, which we guaranteed and therefore are part of our tax basis. In certain cases, we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. In addition, we have guaranteed the rent and payments in lieu of real estate taxes due to Empire State Development, an entity of New York State, for Farley Office and Retail. As of March 31, 2022, the aggregate dollar amount of these guarantees and master leases is approximately $1,575,000,000.
56
Liquidity and Capital Resources - continued
Other Commitments and Contingencies - continued
As of March 31, 2022, $15,273,000 of letters of credit were outstanding under one of our unsecured revolving credit facilities. Our unsecured revolving credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our unsecured revolving credit facilities also contain customary conditions precedent to borrowing, including representations and warranties, and also contain customary events of default that could give rise to accelerated repayment, including such items as failure to pay interest or principal.
Our 95% consolidated joint venture (5% is owned by Related) is developing Farley Office and Retail. In connection with the development of the property, the joint venture admitted a historic tax credit investor partner. Under the terms of the historic tax credit arrangement, the joint venture is required to comply with various laws, regulations, and contractual provisions. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, may require a refund or reduction of the Tax Credit Investor’s capital contributions. As of March 31, 2022, the Tax Credit Investor has made$92,400,000 in capital contributions. Vornado and Related have guaranteed certain of the joint venture’s obligations to the Tax Credit Investor.
As investment manager of the Fund we are entitled to an incentive allocation after the limited partners have received a preferred return on their invested capital. The incentive allocation is subject to catch-up and clawback provisions.Accordingly, based on the March 31, 2022 fair value of the Fund assets, at liquidation we would be required to make a$25,400,000 payment to the limited partners, net of amounts owed to us, representing a clawback of previously paid incentive allocations, which would have no income statement impact as it was previously accrued.
As of March 31, 2022, we expect to fund additional capital to certain of our partially owned entities aggregating approximately $10,300,000.
As of March 31, 2022, we have construction commitments aggregating approximately $503,000,000.
57
Funds From Operations (“FFO”)
Vornado Realty Trust
FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of certain real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because they exclude the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. The Company also uses FFO attributable to common shareholders plus assumed conversions, as adjusted for certain items that impact the comparability of period to period FFO, as one of several criteria to determine performance-based compensation for senior management. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in Note 18 – Income Per Share/Income Per Class A Unit, in our consolidated financial statements on page 34 of this Quarterly Report on Form 10-Q.
FFO attributable to common shareholders plus assumed conversions was $154,908,000, or $0.80 per diluted share for the three months ended March 31, 2022, compared to $118,407,000, or $0.62 per diluted share, for the prior year’s three months. Details of certain adjustments to FFO are discussed in the financial results summary of our “Overview”.
(Amounts in thousands, except per share amounts)
For the Three Months Ended March 31,
2022
2021
Reconciliation of net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
Net income attributable to common shareholders
$
26,478
$
4,083
Per diluted share
$
0.14
$
0.02
FFO adjustments:
Depreciation and amortization of real property
$
105,962
$
87,719
Net gain on sale of real estate
(551)
—
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
Depreciation and amortization of real property
32,139
34,858
Increase in fair value of marketable securities
—
(189)
137,550
122,388
Noncontrolling interests' share of above adjustments
(9,506)
(8,075)
FFO adjustments, net
$
128,044
$
114,313
FFO attributable to common shareholders
$
154,522
$
118,396
Impact of assumed conversion of dilutive convertible securities
386
11
FFO attributable to common shareholders plus assumed conversions
$
154,908
$
118,407
Per diluted share
$
0.80
$
0.62
Reconciliation of weighted average shares outstanding:
Weighted average common shares outstanding
191,724
191,418
Effect of dilutive securities:
Convertible securities
1,136
(1)
26
Share-based payment awards
314
613
Denominator for FFO per diluted share
193,174
192,057
______________________
(1)On January 1, 2022, we adopted Accounting Standards Update 2020-06, which requires us to include our Series D-13 cumulative redeemable preferred units and Series G-1 through G-4 convertible preferred units in our dilutive earnings per share calculations, if the effect is dilutive.
58
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to fluctuations in market interest rates. Market interest rates are sensitive to many factors that are beyond our control. Our exposure to a change in interest rates on our consolidated and non-consolidated debt (all of which arises out of non-trading activity) is as follows:
(Amounts in thousands, except per share and per unit amounts)
2022
2021
March 31, Balance
Weighted Average Interest Rate
Effect of 1% Change in Base Rates
December 31, Balance
Weighted Average Interest Rate
Consolidated debt:
Variable rate
$
4,528,815
1.85%
$
45,288
$
4,534,215
1.59%
Fixed rate
4,140,000
3.06%
—
4,140,000
3.06%
$
8,668,815
2.43%
45,288
$
8,674,215
2.29%
Pro rata share of debt of non-consolidated entities:
Variable rate
$
1,268,884
1.99%
12,689
$
1,267,224
1.78%
Fixed rate
1,432,075
3.72%
—
1,432,181
3.72%
$
2,700,959
2.91%
12,689
$
2,699,405
2.81%
Noncontrolling interests' share of consolidated subsidiaries
(6,821)
Total change in annual net income attributable to the Operating Partnership
51,156
Noncontrolling interests’ share of the Operating Partnership
(3,535)
Total change in annual net income attributable to Vornado
$
47,621
Total change in annual net income attributable to the Operating Partnership per Class A unit
$
0.25
Total change in annual net income attributable to Vornado per common share
$
0.25
Fair Value of Debt
The estimated fair value of our consolidated debt is calculated based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt. As of March 31, 2022, the estimated fair value of our consolidated debt was $8,524,000,000.
Derivatives and Hedging
We utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. The following table summarizes our consolidated derivative instruments, all of which hedge variable rate debt, as of March 31, 2022.
(Amounts in thousands)
As of March 31, 2022
Variable Rate
Hedged Item
Fair Value
Notional Amount
Spread over LIBOR
Interest Rate
Swapped Rate
Expiration Date
Included in other assets:
555 California Street mortgage loan interest rate swap
(1) Represents our 70.0% share of the $1.2 billion mortgage loan.
(2) Remaining $50,000 balance of our unsecured term loan bears interest at a floating rate of LIBOR plus 1.00%.
59
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures (Vornado Realty Trust)
Disclosure Controls and Procedures: Our management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, such disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures (Vornado Realty L.P.)
Disclosure Controls and Procedures: Vornado Realty L.P.’s management, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, Vornado’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2022, such disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are from time to time involved in legal actions arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters is not currently expected to have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors
There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Vornado Realty Trust
None.
Vornado Realty L.P.
During the quarter ended March 31, 2022, we issued 248,694 Class A units in connection with (i) the issuance of Vornado common shares and (ii) the exercise of awards pursuant to Vornado’s omnibus share plan, including grants of restricted Vornado common shares and restricted units of the Operating Partnership and upon conversion, surrender or exchange of the Operating Partnership’s units or Vornado stock options. The consideration received included $219,348 in cash proceeds. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index.
Section 1350 Certification of the Chief Financial Officer of Vornado Realty L.P.
101
—
The following financial information from Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in equity, (v) consolidated statements of cash flows, and (vi) the notes to consolidated financial statements.
104
—
The cover page from the Vornado Realty Trust and Vornado Realty L.P. Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted as iXBRL and contained in Exhibit 101.
___________________________
**
Management contract or compensatory agreement
***
Filed herewith
61
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VORNADO REALTY TRUST
(Registrant)
Date: May 2, 2022
By:
/s/ Deirdre Maddock
Deirdre Maddock, Chief Accounting Officer
(duly authorized officer and principal accounting officer)
62
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VORNADO REALTY L.P.
(Registrant)
Date: May 2, 2022
By:
/s/ Deirdre Maddock
Deirdre Maddock, Chief Accounting Officer of Vornado Realty Trust, sole General Partner of Vornado Realty L.P. (duly authorized officer and principal accounting officer)
