UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: | June 30, 2008 |
Or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: |
| to |
|
Commission File Number: | 001-22635 |
|
VORNADO REALTY L.P.
(Exact name of registrant as specified in its charter)
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
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
x Large Accelerated Filer |
| o Accelerated Filer |
o Non-Accelerated Filer (Do not check if smaller reporting company) |
| o Smaller Reporting Company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
PART I. |
| Financial Information: |
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| Item 1. | Financial Statements: | Page Number | |||
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| Consolidated Balance Sheets (Unaudited) as of | 3 | |||
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| Consolidated Statements of Income (Unaudited) for the Three and Six | 4 | |||
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| Consolidated Statements of Cash Flows (Unaudited) for the | 5 | |||
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| Notes to Consolidated Financial Statements (Unaudited) | 7 | |||
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| Report of Independent Registered Public Accounting Firm | 32 | |||
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| Item 2. | Management’s Discussion and Analysis of Financial Condition | 33 | |||
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 67 | |||
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| Item 4. | Controls and Procedures | 68 | |||
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PART II. |
| Other Information: |
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| Item 1. | Legal Proceedings | 69 | |||
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| Item 1A. | Risk Factors | 70 | |||
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 70 | |||
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| Item 3. | Defaults Upon Senior Securities | 70 | |||
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| Item 4. | Submission of Matters to a Vote of Security Holders | 70 | |||
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| Item 5. | Other Information | 70 | |||
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| Item 6. | Exhibits | 70 | |||
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Signatures |
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| 71 | |||
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Exhibit Index |
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| 72 | |||
VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except unit and per unit amounts) |
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ASSETS |
| June 30, |
| December 31, |
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Real estate, at cost: |
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Land |
| $ | 4,417,348 |
| $ | 4,576,479 |
|
Buildings and improvements |
|
| 11,720,752 |
|
| 11,523,977 |
|
Development costs and construction in progress |
|
| 1,087,294 |
|
| 821,991 |
|
Leasehold improvements and equipment |
|
| 109,711 |
|
| 106,060 |
|
Total |
|
| 17,335,105 |
|
| 17,028,507 |
|
Less accumulated depreciation and amortization |
|
| (1,969,257 | ) |
| (1,802,055 | ) |
Real estate, net |
|
| 15,365,848 |
|
| 15,226,452 |
|
Cash and cash equivalents |
|
| 1,712,032 |
|
| 1,154,595 |
|
Escrow deposits and restricted cash |
|
| 384,019 |
|
| 378,732 |
|
Marketable securities |
|
| 275,629 |
|
| 322,992 |
|
Accounts receivable, net of allowance for doubtful accounts of $23,181 and $19,151 |
|
| 163,190 |
|
| 168,183 |
|
Investments in partially owned entities, including Alexander’s of $140,400 and $122,797 |
|
| 1,079,359 |
|
| 1,206,742 |
|
Investment in Toys “R” Us |
|
| 343,116 |
|
| 298,089 |
|
Mezzanine loans receivable |
|
| 466,674 |
|
| 492,339 |
|
Receivable arising from the straight-lining of rents, net of allowance of $3,403 and $3,076 |
|
| 551,792 |
|
| 513,137 |
|
Deferred leasing and financing costs, net of accumulated amortization of $146,760 and $123,624 |
|
| 303,132 |
|
| 273,958 |
|
Assets related to discontinued operations |
|
| 112,164 |
|
| 1,632,318 |
|
Due from officers |
|
| 13,185 |
|
| 13,228 |
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Other assets |
|
| 731,433 |
|
| 798,170 |
|
|
| $ | 21,501,573 |
| $ | 22,478,935 |
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LIABILITIES AND PARTNERS’ CAPITAL |
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Notes and mortgages payable |
| $ | 8,661,452 |
| $ | 7,938,457 |
|
Due to Vornado Realty Trust |
|
| 2,365,237 |
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| 2,360,412 |
|
Senior unsecured notes |
|
| 698,964 |
|
| 698,656 |
|
Exchangeable senior debentures |
|
| 493,679 |
|
| 492,857 |
|
Revolving credit facility debt |
|
| — |
|
| 405,656 |
|
Accounts payable and accrued expenses |
|
| 510,930 |
|
| 475,191 |
|
Deferred credit |
|
| 780,225 |
|
| 848,852 |
|
Officers’ deferred compensation plan |
|
| 81,824 |
|
| 67,714 |
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Deferred tax liabilities |
|
| 19,698 |
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| 241,895 |
|
Other liabilities |
|
| 151,767 |
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| 118,983 |
|
Liabilities related to discontinued operations |
|
| 750 |
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| 1,332,630 |
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Total liabilities |
|
| 13,764,526 |
|
| 14,981,303 |
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Minority interest |
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| 411,192 |
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| 416,298 |
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Commitments and contingencies |
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Partners’ capital: |
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Equity |
|
| 7,122,755 |
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| 7,094,386 |
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Earnings in excess of (less than) distributions |
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| 231,431 |
|
| (42,824 | ) |
Accumulated other comprehensive (loss) income |
|
| (28,331 | ) |
| 29,772 |
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Total partners’ capital |
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| 7,325,855 |
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| 7,081,334 |
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| $ | 21,501,573 |
| $ | 22,478,935 |
|
See notes to consolidated financial statements (unaudited).
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
|
| For The Three |
| For The Six |
| ||||||||
(Amounts in thousands, except per unit amounts) |
| 2008 |
| 2007 |
| 2008 |
| 2007 |
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REVENUES: |
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Property rentals |
| $ | 558,855 |
| $ | 481,131 |
| $ | 1,092,289 |
| $ | 912,739 |
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Tenant expense reimbursements |
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| 84,898 |
|
| 77,267 |
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| 172,058 |
|
| 149,690 |
|
Fee and other income |
|
| 30,612 |
|
| 24,822 |
|
| 59,300 |
|
| 53,843 |
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Total revenues |
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| 674,365 |
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| 583,220 |
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| 1,323,647 |
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| 1,116,272 |
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EXPENSES: |
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Operating |
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| 256,358 |
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| 227,212 |
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| 517,609 |
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| 438,961 |
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Depreciation and amortization |
|
| 130,948 |
|
| 110,768 |
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| 261,558 |
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| 198,921 |
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General and administrative |
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| 50,285 |
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| 49,789 |
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| 99,670 |
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| 90,203 |
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Costs of acquisitions not consummated |
|
| 726 |
|
| — |
|
| 3,009 |
|
| 8,807 |
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Total expenses |
|
| 438,317 |
|
| 387,769 |
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| 881,846 |
|
| 736,892 |
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Operating income |
|
| 236,048 |
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| 195,451 |
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| 441,801 |
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| 379,380 |
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Income applicable to Alexander’s |
|
| 15,351 |
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| 9,484 |
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| 23,280 |
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| 23,003 |
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(Loss) income applicable to Toys “R” Us |
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| (30,711 | ) |
| (20,029 | ) |
| 49,651 |
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| 38,632 |
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Income (loss) from partially owned entities |
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| 4,285 |
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| 8,195 |
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| (26,068 | ) |
| 16,890 |
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Interest and other investment income |
|
| 23,793 |
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| 119,689 |
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| 37,897 |
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| 173,193 |
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Interest and debt expense (including amortization of deferred |
|
| (150,316 | ) |
| (140,293 | ) |
| (298,495 | ) |
| (270,991 | ) |
Net gains on disposition of wholly owned and partially owned |
|
| 3,386 |
|
| 15,778 |
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| 3,386 |
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| 16,687 |
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Minority interest of partially owned entities |
|
| 1,837 |
|
| 1,346 |
|
| 2,243 |
|
| 1,696 |
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Income before income taxes |
|
| 103,673 |
|
| 189,621 |
|
| 233,695 |
|
| 378,490 |
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Income tax (expense) benefit |
|
| (4,915 | ) |
| (2,508 | ) |
| 212,414 |
|
| (2,597 | ) |
Income from continuing operations |
|
| 98,758 |
|
| 187,113 |
|
| 446,109 |
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| 375,893 |
|
Income from discontinued operations |
|
| 58,339 |
|
| 474 |
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| 170,420 |
|
| 617 |
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Net income |
|
| 157,097 |
|
| 187,587 |
|
| 616,529 |
|
| 376,510 |
|
Preferred unit distributions |
|
| (19,219 | ) |
| (19,543 | ) |
| (38,311 | ) |
| (38,349 | ) |
NET INCOME applicable to CLASS A UNITS |
| $ | 137,878 |
| $ | 168,044 |
| $ | 578,218 |
| $ | 338,161 |
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INCOME PER CLASS A UNIT – BASIC: |
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Income from continuing operations |
| $ | 0.47 |
| $ | 1.01 |
| $ | 2.42 |
| $ | 2.03 |
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Income from discontinued operations |
|
| 0.35 |
|
| — |
|
| 1.02 |
|
| — |
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Net income per Class A unit |
| $ | 0.82 |
| $ | 1.01 |
| $ | 3.44 |
| $ | 2.03 |
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INCOME PER CLASS A UNIT – DILUTED: |
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Income from continuing operations |
| $ | 0.46 |
| $ | 0.96 |
| $ | 2.34 |
| $ | 1.94 |
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Income from discontinued operations |
|
| 0.34 |
|
| — |
|
| 0.95 |
|
| — |
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Net income per Class A unit |
| $ | 0.80 |
| $ | 0.96 |
| $ | 3.29 |
| $ | 1.94 |
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DIVIDENDS PER CLASS A UNIT |
| $ | 0.90 |
| $ | 0.85 |
| $ | 1.80 |
| $ | 1.70 |
|
See notes to consolidated financial statements (unaudited).
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
| For The Six Months Ended |
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(Amounts in thousands) |
| 2008 |
| 2007 |
| ||
Cash Flows from Operating Activities: |
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Net income |
| $ | 616,529 |
| $ | 376,510 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
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Depreciation and amortization (including amortization of debt issuance costs) |
|
| 291,689 |
|
| 249,259 |
|
Write-off of deferred tax liability |
|
| (222,174 | ) |
| — |
|
Net gain on sale of Americold |
|
| (112,690 | ) |
| — |
|
Equity in income of partially owned entities, including Alexander’s and Toys |
|
| (81,431 | ) |
| (79,333 | ) |
Net gains on sale of real estate |
|
| (57,411 | ) |
| — |
|
Amortization of below market leases, net |
|
| (49,129 | ) |
| (34,322 | ) |
Straight-lining of rental income |
|
| (40,710 | ) |
| (42,128 | ) |
Write-off of pre-development costs |
|
| 34,200 |
|
| — |
|
Net losses (gains) from derivative positions |
|
| 21,830 |
|
| (81,454 | ) |
Distributions of income from partially owned entities |
|
| 20,051 |
|
| 11,767 |
|
Other non-cash adjustments |
|
| 15,994 |
|
| 10,481 |
|
Marketable equity security – impairment loss |
|
| 9,073 |
|
| — |
|
Minority interest of partially owned entities |
|
| (5,818 | ) |
| (8,232 | ) |
Net gains on dispositions of wholly owned and partially owned assets |
|
| (3,386 | ) |
| (16,687 | ) |
Write-off for costs of acquisitions not consummated |
|
| 3,009 |
|
| 8,707 |
|
Loss on early extinguishment of debt and write-off of unamortized financing costs |
|
| — |
|
| 5,969 |
|
Changes in operating assets and liabilities: |
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|
|
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|
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Accounts receivable, net |
|
| 7,029 |
|
| 4,744 |
|
Other assets |
|
| (17,542 | ) |
| (31,288 | ) |
Accounts payable and accrued expenses |
|
| 10,304 |
|
| (78,829 | ) |
Other liabilities |
|
| 14,099 |
|
| 4,274 |
|
Net cash provided by operating activities |
|
| 453,516 |
|
| 299,438 |
|
Cash Flows from Investing Activities: |
|
|
|
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|
|
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Proceeds from sales of real estate and real estate related investments |
|
| 350,591 |
|
| — |
|
Development costs and construction in progress |
|
| (253,159 | ) |
| (140,253 | ) |
Distributions of capital from partially owned entities |
|
| 140,069 |
|
| 8,997 |
|
Investments in partially owned entities |
|
| (96,277 | ) |
| (166,611 | ) |
Additions to real estate |
|
| (97,804 | ) |
| (76,164 | ) |
Proceeds received from repayment of notes and mortgage loans receivable |
|
| 50,951 |
|
| 113,291 |
|
Acquisitions of real estate and other |
|
| (32,484 | ) |
| (2,585,928 | ) |
Deposits in connection with real estate acquisitions, including pre-acquisition costs |
|
| (9,185 | ) |
| (20,691 | ) |
Proceeds from sales of, and return of investment in, marketable securities |
|
| 8,338 |
|
| 36,253 |
|
Investments in notes and mortgage loans receivable |
|
| (7,397 | ) |
| (204,914 | ) |
Cash restricted, including mortgage escrows |
|
| (16,340 | ) |
| 18,473 |
|
Purchases of marketable securities |
|
| (2,140 | ) |
| (151,024 | ) |
Proceeds received from Officer loan repayment |
|
| — |
|
| 2,000 |
|
Net cash provided by (used in) investing activities |
|
| 35,163 |
|
| (3,166,571 | ) |
See notes to consolidated financial statements (unaudited).
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
(Amounts in thousands) |
| For The Six Months |
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| 2008 |
| 2007 |
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Cash Flows from Financing Activities: |
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Proceeds from borrowings |
|
| 1,215,500 |
|
| 2,510,217 |
|
Repayments of borrowings |
|
| (793,599 | ) |
| (714,873 | ) |
Distributions paid to Class A unitholders |
|
| (304,081 | ) |
| (285,728 | ) |
Distributions to preferred unitholders |
|
| (38,449 | ) |
| (38,595 | ) |
Debt issuance costs |
|
| (13,155 | ) |
| (8,156 | ) |
Proceeds from exercise of Vornado share options and other |
|
| 12,140 |
|
| 5,304 |
|
Distributions to minority partners |
|
| (9,598 | ) |
| (4,194 | ) |
Purchase of marketable securities in connection with the defeasance of mortgage notes payable |
|
| — |
|
| (86,653 | ) |
Net cash provided by financing activities |
|
| 68,758 |
|
| 1,377,322 |
|
Net increase (decrease) in cash and cash equivalents |
|
| 557,437 |
|
| (1,489,811 | ) |
Cash and cash equivalents at beginning of period |
|
| 1,154,595 |
|
| 2,233,317 |
|
Cash and cash equivalents at end of period |
| $ | 1,712,032 |
| $ | 743,506 |
|
Supplemental Disclosure of Cash Flow Information: |
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Cash payments for interest (including capitalized interest of $31,817 and $22,640) |
| $ | 316,642 |
| $ | 289,832 |
|
Cash payments for income taxes |
| $ | 4,078 |
| $ | 3,402 |
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Non-Cash Transactions: |
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Financing assumed in acquisitions |
| $ | — |
| $ | 1,296,398 |
|
Marketable securities transferred in connection with the defeasance of mortgage notes payable |
|
| — |
|
| 86,653 |
|
Mortgage notes payable defeased |
|
| — |
|
| 83,542 |
|
Unrealized net loss on securities available for sale |
|
| (33,737 | ) |
| (26,970 | ) |
Operating partnership units issued in connection with acquisitions |
|
| — |
|
| 22,382 |
|
Increases in assets and liabilities resulting from the consolidation of our 50% |
|
|
|
|
|
|
|
Real estate, net |
|
| — |
|
| 342,764 |
|
Restricted cash |
|
| — |
|
| 369 |
|
Other assets |
|
| — |
|
| 11,648 |
|
Notes and mortgages payable |
|
| — |
|
| 55,272 |
|
Accounts payable and accrued expenses |
|
| — |
|
| 3,101 |
|
Deferred credit |
|
| — |
|
| 2,407 |
|
Deferred tax liabilities |
|
| — |
|
| 112,797 |
|
Other liabilities |
|
| — |
|
| 71 |
|
See notes to consolidated financial statements (unaudited).
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | Organization |
Vornado Realty L.P. is a fully-integrated real estate investment trust (“REIT”) and conducts its business through Vornado Realty L.P., (the “Operating Partnership” and/or the “Company”) a Delaware limited partnership. Vornado Realty Trust (“Vornado”) is the sole general partner of, and owned approximately 90.3% of the common limited partnership interest in, the Operating Partnership at June 30, 2008. All references to “our,” “we,” “us,” the “Operating Partnership” and the “Company” refer to Vornado Realty L.P. and its consolidated subsidiaries.
2. | Basis of Presentation |
The accompanying consolidated financial statements are unaudited. In our opinion, 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 (the “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, 2007, as filed with the SEC. The results of operations for the three and six months ended June 30, 2008, are not necessarily indicative of the operating results for the full year.
The accompanying consolidated financial statements include the accounts of Vornado Realty L.P. and its majority-owned subsidiaries, as well as certain partially owned entities in which we own more than 50%, unless a partner has shared board and management representation and substantive participation rights on all significant business decisions, or 50% or less when (i) we are the primary beneficiary and the entity qualifies as a variable interest entity under Financial Accounting Standards Board (“FASB”) Interpretation No. 46 (Revised), Consolidation of Variable Interest Entities (“FIN 46R”), or (ii) when we are a general partner that meets the criteria under Emerging Issues Task Force (“EITF”) Issue No. 04-5. All significant inter-company amounts have been eliminated. Equity interests in partially owned entities are accounted for under the equity method of accounting when they do not meet the criteria for consolidation and our ownership interest is greater than 20%. When partially owned investments are in partnership form, the 20% threshold for equity method accounting is generally reduced to 3% to 5%, based on our ability to influence the operating and financial policies of the partnership. Investments accounted for under the equity method are initially recorded at cost and subsequently adjusted for our share of the net income or loss and cash contributions and distributions to or from these entities. Investments in partially owned entities that do not meet the criteria for consolidation or for equity method accounting are accounted for on the cost method.
We have made estimates and assumptions that affect the reported amounts of assets and liabilities and 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.
Certain prior year balances related to discontinued operations and income tax (expense) benefit have been reclassified in order to conform to current year presentation.
In connection with purchase accounting for H Street, in July 2005 and April 2007 we recorded an aggregate of $222,174,000 of deferred tax liabilities representing the differences between the tax basis and the book basis of the acquired assets and liabilities multiplied by the effective tax rate. We were required to record these deferred tax liabilities because H Street and its partially owned entities were operated as C Corporations at the time they were acquired. As of January 16, 2008, we had completed all of the actions necessary to enable these entities to elect REIT status effective for the tax year beginning on January 1, 2008. Consequently, in the first quarter of 2008, we reversed the deferred tax liabilities and recognized an income tax benefit of $222,174,000 in our consolidated statement of income.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. | Recently Issued Accounting Literature |
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expands disclosures about fair value measurements. SFAS 157 was effective for our financial assets and liabilities on January 1, 2008. The FASB has deferred the implementation of the provisions of SFAS 157 relating to certain non-financial assets and liabilities until January 1, 2009. This standard did not materially affect how we determine fair value, but resulted in certain additional disclosures. SFAS 157 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs 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. Financial assets and liabilities measured at fair value in our consolidated financial statements consist of (i) marketable equity securities–available for sale, (ii) derivative positions in marketable equity securities and (iii) the assets of our officers’ deferred compensation plan (primarily marketable equity securities and equity investments in partially owned entities), for which there is a corresponding liability on our consolidated balance sheet. Financial assets and liabilities carried at fair value as of June 30, 2008 are presented in the table below based on the hierarchy used to measure fair value:
|
|
|
| Fair Value Hierarchy |
| ||||||
(Amounts in thousands) |
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| ||
Marketable equity securities | $ | 178,181 | $ | 178,181 |
| $ | — |
| $ | — |
|
Officers’ deferred compensation plan assets |
| 81,824 |
| 40,796 |
|
| — |
|
| 41,028 | (2) |
Interest rate caps |
| 27 |
| — |
|
| 27 |
|
| — |
|
Total Assets, reported at fair value (1) | $ | 260,032 | $ | 218,977 |
| $ | 27 |
| $ | 41,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative positions in marketable equity securities | $ | 4,996 | $ | — |
| $ | 4,996 |
| $ | — |
|
Officers’ deferred compensation plan liabilities |
| 81,824 |
| 40,796 |
|
| — |
|
| 41,028 | (2) |
Total Liabilities, reported at fair value (1) | $ | 86,820 | $ | 40,796 |
| $ | 4,996 |
| $ | 41,028 |
|
___________________
(1) | We chose not to elect the fair value option prescribed by Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), for our financial assets and liabilities that had not been previously carried at fair value. These financial assets and liabilities include our outstanding debt, accounts receivable, accounts payable and investments in partially owned entities. |
(2) | The fair value of Level 3 “officers’ deferred compensation plan assets” represents equity investments in certain limited partnerships, for which there is a corresponding Level 3 liability to the officers. The following is a reconciliation of the beginning balance at January 1, 2008 to the ending balance at June 30, 2008: Beginning balance of $50,578, less total unrealized gains/losses included in earnings of $8,294, and purchases, issuances and settlements of $1,256, which equals the ending balance of $41,028. The total unrealized gains and losses related to the plan assets and liabilities are included as a component of “interest and other investment income” and “general and administrative,” respectively, in our consolidated statement of income. |
In September 2006, the FASB issued Statement No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of SFAS No. 87, 88, 106 and 132R (“SFAS 158”). SFAS 158 requires an employer to (i) recognize in its statement of financial position an asset for a plan’s over-funded status or a liability for a plan’s under-funded status; (ii) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (iii) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income. The adoption of the requirement to recognize the funded status of a benefit plan and the disclosure requirements as of December 31, 2006 did not have a material effect on our consolidated financial statements. The requirement to measure plan assets and benefit obligations to determine the funded status as of the end of the fiscal year and to recognize changes in the funded status in the year in which the changes occur is effective on January 1, 2009. The adoption of the measurement date provisions of this standard is not expected to have a material effect on our consolidated financial statements.
In February 2007, the FASB issued SFAS 159, which permits companies to measure many financial instruments and certain other items at fair value. SFAS 159 was effective on January 1, 2008. We have not elected the fair value option for any of our existing financial instruments on the effective date and have not determined whether we will elect this option for any eligible financial instruments we acquire in the future.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. | Recently Issued Accounting Literature - continued |
In December 2007, the FASB issued Statement No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R broadens the guidance of SFAS 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141R also broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations; and requires that acquisition related costs be expensed rather than included as part of the basis of the acquisition. SFAS 141R expands required disclosures to improve the ability to evaluate the nature and financial effects of business combinations. SFAS 141R is effective for all transactions entered into on or after January 1, 2009. The adoption of this standard on January 1, 2009 could materially impact our future financial results to the extent that we acquire significant amounts of real estate, as related acquisition costs will be expensed as incurred compared to our current practice of capitalizing such costs and amortizing them over the estimated useful life of the assets acquired.
In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires a noncontrolling interest in a subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be identified in the consolidated financial statements. SFAS 160 also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. SFAS 160 is effective on January 1, 2009. We are currently evaluating the impact SFAS 160 will have on our consolidated financial statements.
In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures related to derivative instruments and hedging activities, including disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows. SFAS 161 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.
In May 2008, the FASB issued Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement), (the “FSP”). The adoption of this FSP would affect the accounting for our convertible debt due to Vornado and exchangeable senior debentures and Series D-13 convertible preferred units. The FSP would require the initial proceeds from the sale of our convertible debt due to Vornado and exchangeable senior debentures and Series D-13 convertible preferred units to be allocated between a liability component and an equity component. The resulting discount would be amortized using the effective interest method over the period the debt is expected to remain outstanding as additional interest expense. The FSP would be effective for our fiscal year beginning on January 1, 2009 and require retroactive application. The adoption of the FSP on January 1, 2009 would result in the recognition of an aggregate unamortized debt discount of $161,259,000 (as of June 30, 2008) in our consolidated balance sheets and additional interest expense in our consolidated statements of income. Our current estimate of the incremental interest expense for each reporting period is as follows:
(Amounts in thousands) |
|
|
|
|
For the year ended December 31: |
|
|
|
|
2005 |
| $ | 3,783 |
|
2006 |
|
| 6,739 |
|
2007 |
|
| 31,370 |
|
2008 |
|
| 39,014 |
|
2009 |
|
| 42,062 |
|
2010 |
|
| 44,571 |
|
2011 |
|
| 45,680 |
|
2012 |
|
| 9,103 |
|
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. | Recently Issued Accounting Literature - continued |
In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). The purpose of this statement is to improve financial reporting by providing a consistent framework for determining applicable accounting principles to be used in the preparation of financial statements presented in conformity with GAAP. SFAS 162 will become effective 60 days after the SEC’s approval. We believe that the adoption of this standard on its effective date will not have a material effect on our consolidated financial statements.
In May 2008, the FASB issued Statement No. 163, Accounting for Financial Guarantee Insurance Contracts (“SFAS 163”). SFAS 163 was issued to decrease inconsistencies within Statement No. 60, Accounting and Reporting by Insurance Enterprises, and clarify how it applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition of premium revenue and claim liabilities. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009 will not have any effect on our consolidated financial statements.
4. | Investments in Partially Owned Entities |
Toys “R” Us (“Toys”)
Toys prepares its consolidated financial statements using the historical cost basis (“Recap basis”) of accounting. We account for our investment in Toys on the purchase accounting basis. In July 2008, in connection with an audit of Toys’ purchase accounting basis financial statements for its fiscal years 2006 and 2007, it was determined that the purchase accounting basis income tax expense was understated. Our share of this non-cash charge is $14,900,000, which we recognized as part of our equity in Toys’ net loss in the three months ended June 30, 2008. This non-cash charge has no effect on cash actually paid for income taxes or Toys’ previously issued Recap basis consolidated financial statements.
At June 30, 2008, we owned 32.7% of Toys. Toys’ business is highly seasonal. Historically, Toys’ fourth quarter net income accounts for more than 80% of its fiscal year net income. Because Toys’ fiscal year ends on the Saturday nearest January 31, we record our 32.7% share of Toys’ net income or loss on a one-quarter lag basis. Below is a summary of Toys’ latest available financial information.
(Amounts in millions) |
|
|
|
|
| ||
Balance Sheet: |
| As of May 3, 2008 |
| As of May 5, 2007 |
| ||
Total Assets |
| $ | 11,678 |
| $ | 11,266 |
|
Total Liabilities |
| $ | 10,345 |
| $ | 10,156 |
|
Total Equity |
| $ | 1,333 |
| $ | 1,110 |
|
|
| For the Three |
| For the Six |
| ||||||||
Income Statement: |
| May 3, 2008 |
| May 5, 2007 |
| May 3, 2008 |
| May 5, 2007 |
| ||||
Total Revenues |
| $ | 2,719 |
| $ | 2,581 |
| $ | 8,546 |
| $ | 8,260 |
|
Net (Loss) Income |
| $ | (95 | ) | $ | (62 | ) | $ | 144 |
| $ | 111 |
|
Alexander’s (NYSE: ALX)
At June 30, 2008, we owned 32.6% of the outstanding common stock of Alexander’s. We manage, lease and develop Alexander’s properties pursuant to agreements, that expire in March of each year and are automatically renewed. As of June 30, 2008, Alexander’s owed us $42,376,000 for fees under these agreements.
Based on Alexander’s June 30, 2008 closing share price on the NYSE of $310.60, the market value (“fair value” pursuant to SFAS 157) of our investment in Alexander’s is $513,754,000, or $373,354,000 in excess of the carrying amount on our consolidated balance sheet.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. | Investments in Partially Owned Entities – continued |
The Lexington Master Limited Partnership (“Lexington MLP”)
At June 30, 2008, we owned 8,149,593 limited partnership units of Lexington MLP which are exchangeable on a one-for-one basis into common shares of Lexington Realty Trust (“Lexington”) (NYSE: LXP) or a 7.7% limited partnership interest. We record our pro rata share of Lexington MLP’s net income or loss on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to the time that Lexington files its financial statements.
Based on Lexington’s June 30, 2008 closing share price of $13.63 on the NYSE, the market value (“fair value” pursuant to SFAS 157) of our investment in Lexington MLP was $111,079,000, or $42,693,000 below the carrying amount on our consolidated balance sheet. Lexington’s common shares have traded at market prices in excess of our carrying amount per unit during the last 12 months. We have the ability and intent to hold these units until they recover in value. In addition, we account for our investment in Lexington MLP on the equity method, under which the carrying amount of our investment is reduced by (i) the amount of distributions we receive from Lexington MLP (current annual run rate of $1.32 per unit) and (ii) our pro rata share of Lexington MLP’s net losses. During the six months ended June 30, 2008, the carrying amount of our investment was reduced by approximately $4,564,000. This reduction would have been greater if Lexington MLP did not have net gains on sales of real estate during this period. Based on these factors, we have concluded that the decline in the value of our investment is not “other-than-temporary” as of June 30, 2008. However, if the current market conditions deteriorate further, or a recovery in market value does not occur, we may be required to record additional unrealized or realized losses in future periods.
GMH Communities L.P. (“GMH”)
Prior to June 11, 2008, we owned 7,337,857 GMH limited partnership units, which were exchangeable on a one-for-one basis into common shares of GMH Communities Trust (“GCT”) (NYSE: GCT), and 2,517,247 common shares of GCT, or 13.8% of the limited partnership interest of GMH, which had an aggregate carrying amount of $101,634,000, or $10.31 per share/unit. We accounted for our investment in GMH on the equity method and recorded our pro rata share of GMH’s net income or loss on a one-quarter lag basis as we filed our consolidated financial statements on Form 10-K and 10-Q prior to the time that GCT filed its financial statements.
Pursuant to the sale of GMH’s military housing division and the merger of its student housing division with American Campus Communities, Inc (“ACC”) (NYSE: ACC), subsequent to June 11, 2008 we received an aggregate of $105,180,000, consisting of $82,142,000 in cash and 753,126 shares of ACC common stock valued at $23,038,000 based on ACC’s then closing share price of $30.59, in exchange for our entire interest in GMH. We subsequently sold all of the ACC common shares. The above transactions resulted in a net gain of $2,038,000, which was recognized in the quarter ended June 30, 2008, and is included as a component of “net gains on disposition of wholly owned and partially owned assets other than depreciable real estate” in our consolidated statement of income.
The aggregate net income realized from inception of this investment in 2004 through its disposition was $77,000,000.
India Real Estate Ventures
We are a partner in four joint ventures established to develop real estate in India’s leading cities. During the six months ended June 30, 2008, we funded $39,077,000 of cash to the four ventures, including $34,077,000 to the India Property Fund L.P. (“IPF”). As of June 30, 2008, our aggregate investment in these four ventures was $83,524,000 and our remaining capital commitment to these ventures is $91,923,000, of which $80,923,000 is to IPF. At June 30, 2008 and December 31, 2007, our ownership interest in IPF was 36.5% and 50.6%, respectively. Based on the reduction of our ownership interest in 2008, we no longer consolidate the accounts of IPF into our consolidated financial statements and beginning on January 1, 2008 we account for our investment in IPF under the equity method.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. | Investments in Partially Owned Entities - continued |
The carrying amount of our investments in partially owned entities and income (loss) recognized from such investments are as follows:
Investments: |
| Balance as of |
| ||||
|
| June 30, 2008 |
| December 31, 2007 |
| ||
Toys |
| $ | 343,116 |
| $ | 298,089 |
|
Lexington MLP |
| $ | 153,772 |
| $ | 160,868 |
|
Partially Owned Office Buildings |
|
| 259,225 |
|
| 215,153 |
|
GMH |
|
| — |
|
| 103,260 |
|
India Real Estate Ventures |
|
| 83,524 |
|
| 123,997 |
|
Alexander’s |
|
| 140,400 |
|
| 122,797 |
|
Beverly Connection Joint Venture (“Beverly Connection”) |
|
| 100,526 |
|
| 91,302 |
|
Other Equity Method Investments |
|
| 341,912 |
|
| 389,365 |
|
|
| $ | 1,079,359 |
| $ | 1,206,742 |
|
Our Share of Net Income (Loss): |
| For the Three Months |
| For the Six Months |
| ||||||||
Toys: |
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| ||||
32.7% share of equity in net (loss) income (see page 10) |
| $ | (32,698 | ) | $ | (21,324 | ) | $ | 45,657 |
| $ | 35,490 |
|
Interest and other income |
|
| 1,987 |
|
| 1,295 |
|
| 3,994 |
|
| 3,142 |
|
|
| $ | (30,711 | ) | $ | (20,029 | ) | $ | 49,651 |
| $ | 38,632 |
|
Alexander’s: |
|
|
|
|
|
|
|
|
|
|
|
|
|
32.6% share of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net income before stock appreciation rights |
| $ | 5,331 |
| $ | 4,865 |
| $ | 10,458 |
| $ | 10,981 |
|
Stock appreciation rights compensation income |
|
| 7,157 |
|
| 1,222 |
|
| 6,952 |
|
| 5,916 |
|
Equity in net income |
|
| 12,488 |
|
| 6,087 |
|
| 17,410 |
|
| 16,897 |
|
Management and leasing fees |
|
| 1,979 |
|
| 2,129 |
|
| 4,106 |
|
| 4,310 |
|
Development fees |
|
| 884 |
|
| 1,268 |
|
| 1,764 |
|
| 1,796 |
|
|
| $ | 15,351 |
| $ | 9,484 |
| $ | 23,280 |
| $ | 23,003 |
|
Beverly Connection: |
|
|
|
|
|
|
|
|
|
|
|
|
|
50% share of equity in net income (loss) (1) |
| $ | 2,326 |
| $ | (1,062 | ) | $ | 635 |
| $ | (2,389 | ) |
Interest and fee income |
|
| 3,529 |
|
| 2,330 |
|
| 6,944 |
|
| 4,607 |
|
|
|
| 5,855 |
|
| 1,268 |
|
| 7,579 |
|
| 2,218 |
|
Lexington MLP –7.7% share of equity in net income (loss) (2) |
|
| 60 |
|
| (242 | ) |
| 1,887 |
|
| (242 | ) |
H Street partially owned entities – 50% share of equity in net income |
|
| — |
|
| 3,089 |
|
| — |
|
| 4,311 | (3) |
GMH –13.8% share of equity in net income (loss) |
|
| — |
|
| 31 |
|
| — |
|
| (281 | ) |
India Real Estate Ventures – 4% to 36.5% share of equity in net losses |
|
| (614 | ) |
| — |
|
| (1,028 | ) |
| — |
|
Other (4) |
|
| (1,016 | ) |
| 4,049 |
|
| (34,506 | )(5) |
| 10,884 |
|
|
| $ | 4,285 |
| $ | 8,195 |
| $ | (26,068 | ) | $ | 16,890 |
|
_________________________
See notes on following page.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. | Investments in Partially Owned Entities - continued |
Notes to preceding tabular information
(Amounts in thousands):
| (1) | The three and six months ended June 30, 2008 include $4,100 for the reversal of a non-cash charge recorded by the joint venture in prior periods which, pursuant to paragraph 19(n) of APB Opinion 18 “The Equity Method of Accounting For Investments In Common Stock,” should have been eliminated in the determination of our share of the earnings of the venture. |
| (2) | We recognize our share of Lexington MLP’s net earnings on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to the time that Lexington files its financial statements. |
| (3) | Represents our 50% share of equity in net income from January 1, 2007 through April 29, 2007. On April 30, 2007, we acquired the remaining 50% interest of these entities and began to consolidate the accounts into our consolidated financial statements and no longer account for this investment under the equity method. |
| (4) | Includes our equity in net earnings of partially owned entities, including partially owned office buildings in New York and Washington, DC, the Monmouth Mall, Dune Capital LP, Verde Group LLC, and others. |
| (5) | Includes a $34,200 write-off for our share of two joint ventures’ pre-development costs, of which $23,000 represents our 50% share of costs in connection with the abandonment of the “arena move”/Moynihan East portions of the Farley project. |
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. | Investments in Partially Owned Entities - continued |
Below is a summary of the debt of partially owned entities as of June 30, 2008 and December 31, 2007, none of which is guaranteed by us.
| 100% of | |||||
|
| June 30, |
| December 31, | ||
Toys (32.7% interest) (as of May 4, 2008 and November 3, 2007, respectively): |
|
|
|
|
|
|
$1.3 billion senior credit facility, due 2010, LIBOR plus 3.00% |
| $ | 1,300,000 |
| $ | 1,300,000 |
$2.0 billion credit facility, due 2010, LIBOR plus 1.00%-3.75% |
|
| — |
|
| 489,000 |
Mortgage loan, due 2010, LIBOR plus 1.30% (3.78% at June 30, 2008) |
|
| 800,000 |
|
| 800,000 |
$804 million secured term loan facility, due 2012, LIBOR plus 4.25% |
|
| 797,000 |
|
| 797,000 |
Senior U.K. real estate facility, due 2013, with interest at 5.02% |
|
| 698,000 |
|
| 741,000 |
7.625% bonds, due 2011 (Face value – $500,000) |
|
| 483,000 |
|
| 481,000 |
7.875% senior notes, due 2013 (Face value – $400,000) |
|
| 375,000 |
|
| 373,000 |
7.375% senior notes, due 2018 (Face value – $400,000) |
|
| 333,000 |
|
| 331,000 |
4.51% Spanish real estate facility, due 2013 |
|
| 204,000 |
|
| 193,000 |
$181 million unsecured term loan facility, due 2013, LIBOR plus 5.00% (7.48% at June 30, 2008) |
|
| 180,000 |
|
| 180,000 |
Japan bank loans, due 2011-2014, 1.20%-2.80% |
|
| 152,000 |
|
| 161,000 |
Japan borrowings, due 2008-2011 |
|
| 238,000 |
|
| 243,000 |
6.84% Junior U.K. real estate facility, due 2013 |
|
| 124,000 |
|
| 132,000 |
4.51% French real estate facility, due 2013 |
|
| 98,000 |
|
| 93,000 |
8.750% debentures, due 2021 (Face value – $22,000) |
|
| 21,000 |
|
| 21,000 |
Note at an effective cost of 2.23% due in semi-annual installments through 2008 |
|
| — |
|
| 19,000 |
Multi-currency revolving credit facility, due 2010, LIBOR plus 1.50%-2.00% |
|
| — |
|
| 28,000 |
Other |
|
| 48,000 |
|
| 41,000 |
|
|
| 5,851,000 |
|
| 6,423,000 |
Alexander’s (32.6% interest): |
|
|
|
|
|
|
731 Lexington Avenue mortgage note payable collateralized by the office space, |
|
| 378,721 |
|
| 383,670 |
731 Lexington Avenue mortgage note payable, collateralized by the retail space, |
|
| 320,000 |
|
| 320,000 |
Kings Plaza Regional Shopping Center mortgage note payable, due in June 2011, |
|
| 201,533 |
|
| 203,456 |
Rego Park construction loan payable, due in December 2010, LIBOR plus 1.20% |
|
| 111,617 |
|
| 55,786 |
Rego Park mortgage note payable, due in June 2009, with interest at 7.25% |
|
| 78,844 |
|
| 79,285 |
Paramus mortgage note payable, due in October 2011, with interest at 5.92% |
|
| 68,000 |
|
| 68,000 |
|
|
| 1,158,715 |
|
| 1,110,197 |
Lexington MLP (7.7% interest) (as of March 31, 2008 and September 30, 2007, respectively): |
|
| 2,697,877 |
|
| 3,320,261 |
|
|
|
|
|
|
|
GMH – 13.8% interest in mortgage notes payable |
|
| — |
|
| 995,818 |
|
|
|
|
|
|
|
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. | Investments in Partially Owned Entities - continued |
(Amounts in thousands) | Partially Owned Entities Debt | ||||||
Partially owned office buildings: | 2008 | 2007 | |||||
Kaempfer Properties (2.5% and 5.0% interests in two partnerships) mortgage notes payable, | $ | 143,640 |
| $ | 144,340 |
| |
100 Van Ness, San Francisco office complex (9% interest) up to $132 million construction loan payable, |
| 85,249 |
|
| — |
| |
330 Madison Avenue (25% interest) mortgage note payable (refinanced in May 2008 up to $150,000), |
| 70,000 |
|
| 60,000 |
| |
Fairfax Square (20% interest) mortgage note payable, due in August 2009, with interest at 7.50% |
| 63,440 |
|
| 64,035 |
| |
Rosslyn Plaza (46% interest) mortgage note payable, due in December 2011, LIBOR plus 1.0% |
| 56,680 |
|
| 56,680 |
| |
West 57th Street (50% interest) mortgage note payable, due in October 2009, with interest |
| 29,000 |
|
| 29,000 |
| |
825 Seventh Avenue (50% interest) mortgage note payable, due in October 2014, |
| 21,620 |
|
| 21,808 |
| |
India Real Estate Ventures: |
|
|
|
|
|
| |
TCG Urban Infrastructure Holdings (25% interest) mortgage notes payable, collateralized by the |
| 163,657 |
|
| 136,431 |
| |
India Property Fund L.P. (36.5% interest) $120 million secured revolving credit facility, due in |
| 85,500 |
|
| — |
| |
Verde Realty Master Limited Partnership (8.5% interest) mortgage notes payable, |
| 554,786 |
|
| 487,122 |
| |
Green Courte Real Estate Partners, LLC (8.3% interest) mortgage notes payable, collateralized |
| 302,263 |
|
| 225,704 |
| |
Beverly Connection (50% interest) mortgage and mezzanine loans payable, with a weighted average |
| 170,000 |
|
| 170,000 |
| |
Monmouth Mall (50% interest) mortgage note payable, due in September 2015, with interest |
| 165,000 |
|
| 165,000 |
| |
San Jose, California Ground-up Development (45% interest) construction loan, due in March 2009, (4.19% at June 30, 2008) |
| 119,456 |
|
| 101,045 |
| |
Wells/Kinzie Garage (50% interest) mortgage note payable, due in June 2009, with interest at 7.03% |
| 14,246 |
|
| 14,422 |
| |
Orleans Hubbard Garage (50% interest) mortgage note payable, due in April 2009, |
| 8,932 |
|
| 9,045 |
| |
Other |
| 278,405 |
|
| 282,320 |
| |
Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $2,998,810,000 and $3,289,873,000 as of June 30, 2008 and December 31, 2007, respectively.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. | Mezzanine Loans Receivable |
The following is a summary of our investments in mezzanine loans as of June 30, 2008 and December 31, 2007.
(Amounts in thousands) |
|
|
| Interest Rate |
| Carrying Amount as of |
| ||||
Mezzanine Loans Receivable: |
| Maturity |
| June 30, |
| June 30, |
| December 31, |
| ||
Tharaldson Lodging Companies |
| 04/09 |
| 6.70% |
| $ | 76,341 |
| $ | 76,219 |
|
Riley HoldCo Corp. |
| 02/15 |
| 10.00% |
|
| 74,325 |
|
| 74,268 |
|
280 Park Avenue |
| 06/16 |
| 10.25% |
|
| 73,750 |
|
| 73,750 |
|
Equinox |
| 02/13 |
| 14.00% |
|
| 78,483 |
|
| 73,162 |
|
MPH, net of a valuation allowance of $46,700 and $57,000, respectively (1) |
| (1) |
| (1) |
|
| 19,300 |
|
| 9,000 |
|
Other |
| 11/08-08/15 |
| 4.75% - 15.0% |
|
| 144,475 |
|
| 185,940 |
|
|
|
|
|
|
| $ | 466,674 |
| $ | 492,339 |
|
_____________________
| (1) | On June 5, 2007, we acquired a 42% interest in two MPH mezzanine loans totaling $158,700, for $66,000 in cash. The loans, which were due on February 8, 2008 and have not been repaid, are subordinate to $2.9 billion of mortgage and other debt and secured by the equity interests in four New York City properties: Worldwide Plaza, 1540 Broadway office condominium, 527 Madison Avenue and Tower 56. At December 31, 2007, we reduced the net carrying amount of the loans to $9,000, by recognizing a $57,000 non-cash charge which was included as a reduction of “interest and other investment income” in our 2007 consolidated statement of income. On April 2, 2008, we sold a sub-participation interest in the loans for $19,300. The sub-participation did not meet the criteria for sale accounting under Statement of Financial Accounting Standard No. 140 – Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS 140”) because the sub-participant is not free to pledge or exchange the asset. In the first quarter of 2008, we reduced our valuation allowance from $57,000 to $46,700, resulting in the recognition of $10,300 of “interest and other investment income” in our consolidated statement of income. |
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. | Identified Intangible Assets, Intangible Liabilities and Goodwill |
The following summarizes our identified intangible assets, intangible liabilities (deferred credit) and goodwill as of June 30, 2008 and December 31, 2007.
|
| Balance as of |
| ||||
(Amounts in thousands) |
| June 30, |
| December 31, |
| ||
|
|
|
|
|
|
|
|
Identified intangible assets (included in other assets): |
|
|
|
|
|
|
|
Gross amount |
| $ | 788,383 |
| $ | 727,205 |
|
Accumulated amortization |
|
| (220,069 | ) |
| (163,688 | ) |
Net |
| $ | 568,314 |
| $ | 563,517 |
|
Goodwill (included in other assets): |
|
|
|
|
|
|
|
Gross amount |
| $ | 4,345 |
| $ | 4,345 |
|
Identified intangible liabilities (included in deferred credit): |
|
|
|
|
|
|
|
Gross amount |
| $ | 967,366 |
| $ | 977,574 |
|
Accumulated amortization |
|
| (223,716 | ) |
| (163,473 | ) |
Net |
| $ | 743,650 |
| $ | 814,101 |
|
Amortization of acquired below market leases, net of acquired above market leases (a component of rental income) was $25,858,000 and $20,327,000 for the three months ended June 30, 2008 and 2007, respectively, and $49,129,000 and $34,343,000 for the six months ended June 30, 2008 and 2007, respectively. Estimated annual amortization of acquired below market leases, net of acquired above market leases for each of the five succeeding years is as follows:
(Amounts in thousands) |
|
|
|
|
2009 |
| $ | 68,411 |
|
2010 |
|
| 61,123 |
|
2011 |
|
| 57,916 |
|
2012 |
|
| 54,265 |
|
2013 |
|
| 46,299 |
|
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $19,404,000 and $6,779,000 for the three months ended June 30, 2008 and 2007, respectively, and $44,358,000 and $13,084,000 for the six months ended June 30, 2008 and 2007, respectively. Estimated annual amortization of all other identified intangible assets including acquired in-place leases, customer relationships, and third party contracts for each of the five succeeding years is as follows:
(Amounts in thousands) |
|
|
|
|
2009 |
| $ | 58,896 |
|
2010 |
|
| 56,253 |
|
2011 |
|
| 53,837 |
|
2012 |
|
| 49,202 |
|
2013 |
|
| 41,254 |
|
We are a tenant under ground leases for certain of our properties. Amortization of these acquired below market leases resulted in an increase to rent expense of $533,000 and $393,000 for the three months ended June 30, 2008 and 2007, respectively, and $1,066,000 and $777,000 for the six months ended June 30, 2008 and 2007, respectively. Estimated annual amortization of these below market leases for each of the five succeeding years is as follows:
(Amounts in thousands) |
|
|
|
|
2009 |
| $ | 2,133 |
|
2010 |
|
| 2,133 |
|
2011 |
|
| 2,133 |
|
2012 |
|
| 2,133 |
|
2013 |
|
| 2,133 |
|
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
7. | Debt |
The following is a summary of our notes and mortgages payable:
(Amounts in thousands) |
|
|
| Interest Rate |
| Balance as of |
| ||||
Notes and Mortgages Payable: |
| Maturity (1) |
| At June 30, 2008 |
| June 30, 2008 |
| December 31,2007 |
| ||
Fixed Interest: |
|
|
|
|
|
|
|
|
|
|
|
New York Office: |
|
|
|
|
|
|
|
|
|
|
|
1290 Avenue of the Americas |
| 01/13 |
| 5.97% |
| $ | 449,470 |
| $ | 454,166 |
|
350 Park Avenue |
| 01/12 |
| 5.48% |
|
| 430,000 |
|
| 430,000 |
|
770 Broadway |
| 03/16 |
| 5.65% |
|
| 353,000 |
|
| 353,000 |
|
888 Seventh Avenue |
| 01/16 |
| 5.71% |
|
| 318,554 |
|
| 318,554 |
|
Two Penn Plaza |
| 02/11 |
| 4.97% |
|
| 289,722 |
|
| 292,000 |
|
909 Third Avenue |
| 04/15 |
| 5.64% |
|
| 215,694 |
|
| 217,266 |
|
Eleven Penn Plaza |
| 12/11 |
| 5.20% |
|
| 208,600 |
|
| 210,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington, DC Office: |
|
|
|
|
|
|
|
|
|
|
|
Skyline Place |
| 02/17 |
| 5.74% |
|
| 678,000 |
|
| 678,000 |
|
Warner Building |
| 05/16 |
| 6.26% |
|
| 292,700 |
|
| 292,700 |
|
1215, 1225, 1235 Clark Street, 200 12th Street and |
| 10/10-08/13 |
| 6.75%-7.09% |
|
| 201,977 |
|
| 203,679 |
|
River House Apartment Complex (2) |
| 04/15 |
| 5.43% |
|
| 195,546 |
|
| 46,339 |
|
2011, 2032, 2345 Crystal Drive |
| 09/08-08/13 |
| 6.66%-7.08% |
|
| 148,388 |
|
| 150,084 |
|
1550, 1750 Crystal Drive and 241 18th Street |
| 10/10-11/14 |
| 6.82%-7.08% |
|
| 132,182 |
|
| 133,471 |
|
Bowen Building |
| 06/16 |
| 6.14% |
|
| 115,022 |
|
| 115,022 |
|
Reston Executive I, II and III |
| 01/13 |
| 5.57% |
|
| 93,000 |
|
| 93,000 |
|
1101 17th , 1140 Connecticut, 1730 M and 1150 17th Street |
| 08/10 |
| 6.74% |
|
| 88,722 |
|
| 89,514 |
|
Universal Buildings |
| 04/14 |
| 4.88% |
|
| 61,254 |
|
| 62,613 |
|
1750 Pennsylvania Avenue |
| 06/12 |
| 7.26% |
|
| 46,893 |
|
| 47,204 |
|
1800, 1851, 1901 South Bell Street |
| 12/11 |
| 6.91% |
|
| 31,763 |
|
| 35,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail: |
|
|
|
|
|
|
|
|
|
|
|
Cross collateralized mortgages payable on |
| 03/10 |
| 7.93% |
|
| 452,084 |
|
| 455,907 |
|
Springfield Mall (including present value of |
| 04/13 |
| 5.45% |
|
| 254,817 |
|
| 256,796 |
|
Green Acres Mall (3) |
| 02/08 |
| 6.75% |
|
| — |
|
| 137,331 |
|
Montehiedra Town Center |
| 06/16 |
| 6.04% |
|
| 120,000 |
|
| 120,000 |
|
Broadway Mall |
| 06/13 |
| 6.42% |
|
| 95,975 |
|
| 97,050 |
|
828-850 Madison Avenue Condominium |
| 06/18 |
| 5.29% |
|
| 80,000 |
|
| 80,000 |
|
Las Catalinas Mall |
| 11/13 |
| 6.97% |
|
| 61,460 |
|
| 62,130 |
|
Other |
| 05/09-11/34 |
| 4.00%-7.57% |
|
| 164,441 |
|
| 165,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchandise Mart: |
|
|
|
|
|
|
|
|
|
|
|
Merchandise Mart |
| 12/16 |
| 5.57% |
|
| 550,000 |
|
| 550,000 |
|
High Point Complex |
| 08/16 |
| 6.34% |
|
| 221,186 |
|
| 221,258 |
|
Boston Design Center |
| 09/15 |
| 5.02% |
|
| 71,252 |
|
| 71,750 |
|
Washington Design Center |
| 11/11 |
| 6.95% |
|
| 45,342 |
|
| 45,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
555 California Street |
| 05/10-09/11 |
| 5.97% |
|
| 720,150 |
|
| 719,568 |
|
Industrial Warehouses |
| 10/11 |
| 6.95% |
|
| 25,465 |
|
| 25,656 |
|
Total Fixed Interest Notes and Mortgages Payable |
|
|
| 5.97% |
| $ | 7,212,659 |
| $ | 7,230,932 |
|
_____________________
See notes on page 20.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
7. | Debt - continued |
(Amounts in thousands) |
|
|
|
| Interest Rate |
| Balance as of |
| ||||
Notes and Mortgages Payable: | Maturity (1) |
| Spread over |
| June 30, |
| June 30, |
| December 31, |
| ||
Variable Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
New York Office: |
|
|
|
|
|
|
|
|
|
|
|
|
Manhattan Mall | 02/12 |
| L+55 |
| 3.02% |
| $ | 232,000 |
| $ | 232,000 |
|
866 UN Plaza | 05/11 |
| L+40 |
| 2.90% |
|
| 44,978 |
|
| 44,978 |
|
Washington, DC Office: |
|
|
|
|
|
|
|
|
|
|
|
|
2101 L Street (4) | 02/13 |
| L+120 |
| 3.59% |
|
| 150,000 |
|
| — |
|
Courthouse Plaza One and Two | 01/15 |
| L+75 |
| 3.35% |
|
| 72,768 |
|
| 74,200 |
|
River House Apartments (2) | 04/18 |
| (2) |
| 3.68% |
|
| 64,000 |
|
| — |
|
Commerce Executive III, IV and V | 07/09 |
| L+55 |
| 3.01% |
|
| 50,223 |
|
| 50,223 |
|
1999 K Street (5) | 12/10 |
| L+130 |
| 3.77% |
|
| 43,277 |
|
| — |
|
220 20th Street (6) | 01/11 |
| L+115 |
| 3.63% |
|
| 16,453 |
|
| — |
|
West End 25 (7) | 02/11 |
| L+130 |
| 3.76% |
|
| 10,044 |
|
| — |
|
Retail: |
|
|
|
|
|
|
|
|
|
|
|
|
Green Acres Mall (3) | 02/13 |
| L+140 |
| 3.86% |
|
| 335,000 |
|
| — |
|
Bergen Town Center (8) | 03/13 |
| L+150 |
| 4.11% |
|
| 182,136 |
|
| — |
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
220 Central Park South | 11/10 |
| L+235 – L+245 |
| 4.84% |
|
| 128,998 |
|
| 128,998 |
|
India Property Fund L.P. (9) | (9) |
| (9) |
| — |
|
| — |
|
| 82,500 |
|
Other | 07/09 – 10/10 |
| Various |
| 4.76% |
|
| 118,916 |
|
| 94,626 |
|
Total Variable Interest Notes and Mortgages Payable |
|
|
|
| 3.79% |
|
| 1,448,793 |
|
| 707,525 |
|
Total Notes and Mortgages Payable |
|
|
|
| 5.61% |
| $ | 8,661,452 |
| $ | 7,938,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to Vornado: |
|
|
|
|
|
|
|
|
|
|
|
|
Due 2027 | 04/12 |
|
|
| 2.85% |
| $ | 1,379,076 |
| $ | 1,376,278 |
|
Due 2026 | 11/11 |
|
|
| 3.63% |
|
| 986,161 |
|
| 984,134 |
|
Total Due to Vornado |
|
|
|
| 3.17% |
| $ | 2,365,237 |
| $ | 2,360,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Unsecured Notes: |
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured notes due 2009 | 08/09 |
|
|
| 4.50% |
| $ | 249,556 |
| $ | 249,365 |
|
Senior unsecured notes due 2010 | 12/10 |
|
|
| 4.75% |
|
| 199,530 |
|
| 199,436 |
|
Senior unsecured notes due 2011 | 02/11 |
|
|
| 5.60% |
|
| 249,878 |
|
| 249,855 |
|
Total Senior Unsecured Notes |
|
|
|
| 4.96% |
| $ | 698,964 |
| $ | 698,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable Senior Debentures due 2025 | 04/12 |
|
|
| 3.88% |
| $ | 493,679 |
| $ | 492,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured Revolving Credit Facilities: |
|
|
|
|
|
|
|
|
|
|
|
|
$1.595 billion unsecured revolving credit facility | 09/12 |
| L+55 |
| — |
| $ | — |
| $ | 300,000 |
|
$1.000 billion unsecured revolving credit facility | 06/11 |
| L+55 |
| — |
|
| — |
|
| 105,656 |
|
Total Unsecured Revolving Credit Facilities |
|
|
|
| — |
| $ | — |
| $ | 405,656 |
|
_______________________
See notes on following page.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
7. | Debt - continued |
Notes to preceding tabular information (Amounts in thousands):
| (1) | Represents the extended maturity for certain loans in which we have the unilateral right, ability and intent to extend. In the case of our convertible and exchangeable debt, represents the earliest date holders may require us to repurchase the debentures. |
| (2) | On March 12, 2008, we completed a $260,000 refinancing of the River House Apartment Complex. The financing is comprised of a $196,000 interest-only seven-year 5.43% fixed rate mortgage and a $64,000 interest-only ten-year floating rate mortgage at the Freddie Mac Reference Note Rate plus 1.53% (3.68% at June 30, 2008). We retained net proceeds of $205,000 after repaying the existing loan. |
| (3) | On February 11, 2008, we completed a $335,000 refinancing of the Green Acres regional mall. This interest-only loan has a rate of LIBOR plus 1.40% (3.86% at June 30, 2008) and matures in February 2011, with two one-year extension options. We retained net proceeds of $193,000 after repaying the existing loan. |
| (4) | On February 26, 2008, we completed a $150,000 financing of 2101 L Street. The loan bears interest at LIBOR plus 1.20% (3.59% at June 30, 2008) and matures in February 2011 with two one-year extension options. We retained net proceeds of $148,000. |
| (5) | On March 27, 2008, we closed a construction loan providing up to $124,000 to finance the redevelopment of 1999 K Street. The interest-only loan has a rate of LIBOR plus 1.30% (3.77% at June 30, 2008) and matures in December 2010 with two six-month extension options. |
| (6) | On January 18, 2008, we closed a construction loan providing up to $87,000 to finance the residential redevelopment project at 220 20th Street (formally Crystal Plaza Two). The construction loan bears interest at LIBOR plus 1.15% (3.63% at June 30, 2008) and matures in January 2011 with two six-month extension options. |
| (7) | On February 20, 2008, we closed a construction loan providing up to $104,000 to finance the residential redevelopment project at 1229-1231 25th Street NW (“West End 25”). The construction loan bears interest at LIBOR plus 1.30% (3.76% at June 30, 2008) and matures in February 2011 with two six-month extension options. |
| (8) | On March 24, 2008, we closed a construction loan providing up to $290,000 to finance the redevelopment of a portion of the Bergen Town Center. The interest-only loan has a rate of LIBOR plus 1.50% (4.11% at June 30, 2008) and matures in March 2011 with two one-year extension options. |
| (9) | Beginning in the first quarter of 2008, we account for our investment in the India Property Fund on the equity method and no longer consolidate its accounts into our consolidated financial statements, based on the reduction in our ownership interest from 50.6% as of December 31, 2007 to 36.5%. |
8. | Fee and Other Income |
The following table sets forth the details of our fee and other income:
|
| For the Three Months |
| For the Six Months |
| ||||||||
|
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| ||||
Tenant cleaning fees |
| $ | 14,382 |
| $ | 10,527 |
| $ | 27,804 |
| $ | 20,370 |
|
Management and leasing fees |
|
| 3,840 |
|
| 2,804 |
|
| 7,808 |
|
| 10,003 |
|
Lease termination fees |
|
| 561 |
|
| 1,295 |
|
| 3,014 |
|
| 4,721 |
|
Other income |
|
| 11,829 |
|
| 10,196 |
|
| 20,674 |
|
| 18,749 |
|
|
| $ | 30,612 |
| $ | 24,822 |
| $ | 59,300 |
| $ | 53,843 |
|
Fee and other income above include management fee income from Interstate Properties, a related party, of $197,000 and $205,000 for the three months ended June 30, 2008 and 2007, respectively, and $408,000 and $410,000 for the six months ended June 30, 2008 and 2007, respectively. The above table excludes fee income from partially owned entities, which is included in income (loss) from partially owned entities (see Note 4 – Investments in Partially Owned Entities).
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
9. | Discontinued Operations |
On March 31, 2008, we sold our 47.6% interest in Americold Realty Trust (“Americold”), our Temperature Controlled Logistics segment, for $220,000,000, in cash, which resulted in a net gain of $112,690,000.
On June 6, 2008, we sold our Tysons Dulles Plaza office building complex located in Tysons Corner, Virginia for approximately $152,800,000, in cash, which resulted in a net gain of $56,831,000.
In accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, we classified our Temperature Controlled Logistics segment and our Tysons Dulles Plaza office building complex as discontinued operations and reported their revenues and expenses as “income from discontinued operations” and the related assets and liabilities as “assets related to discontinued operations” and “liabilities related to discontinued operations” for all periods presented in the accompanying consolidated financial statements. The following table sets forth the assets (primarily net book value of real estate) and liabilities (primarily mortgage debt) related to discontinued operations at June 30, 2008 and December 31, 2007.
(Amounts in thousands) |
| Assets related to |
| Liabilities related to |
| ||||||||
|
| June 30, |
| December 31, |
| June 30, |
| December 31, |
| ||||
H Street – land under sales contract |
| $ | 108,293 |
| $ | 108,470 |
| $ | — |
| $ | — |
|
Retail properties |
|
| 3,871 |
|
| 4,030 |
|
| — |
|
| — |
|
Americold |
|
| — |
|
| 1,424,770 |
|
| 750 |
|
| 1,332,627 |
|
Tysons Dulles Plaza |
|
| — |
|
| 95,048 |
|
| — |
|
| 3 |
|
|
| $ | 112,164 |
| $ | 1,632,318 |
| $ | 750 |
| $ | 1,332,630 |
|
The following table sets forth the combined results of discontinued operations for the three and six months ended June 30, 2008 and 2007.
(Amounts in thousands) |
| For the Three |
| For the Six |
| ||||||||
|
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| ||||
Revenues |
| $ | 2,940 |
| $ | 211,459 |
| $ | 222,361 |
| $ | 416,868 |
|
Expenses |
|
| 1,432 |
|
| 210,985 |
|
| 222,042 |
|
| 416,251 |
|
Net income |
|
| 1,508 |
|
| 474 |
|
| 319 |
|
| 617 |
|
Net gain on sale of Americold |
|
| — |
|
| — |
|
| 112,690 |
|
| — |
|
Net gain on sale of Tysons Dulles Plaza |
|
| 56,831 |
|
| — |
|
| 56,831 |
|
| — |
|
Net gain on sale of other real estate |
|
| — |
|
| — |
|
| 580 |
|
| — |
|
Income from discontinued operations |
| $ | 58,339 |
| $ | 474 |
| $ | 170,420 |
| $ | 617 |
|
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
10. | Income Per Class A Unit |
The table below computes (i) basic income per Class A unit - which utilizes weighted average Class A units outstanding without regard to potentially dilutive Class A units, and (ii) diluted income per Class A unit - which includes weighted average Class A units outstanding and potentially dilutive unit equivalents. Potentially dilutive unit equivalents include our convertible preferred units, Vornado employee stock options and restricted unit awards and exchangeable senior debentures due 2025.
(Amounts in thousands, except per unit amounts) |
| For The Three Months |
| For The Six Months |
| ||||||||
|
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| ||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
| $ | 98,758 |
| $ | 187,113 |
| $ | 446,109 |
| $ | 375,893 |
|
Income from discontinued operations |
|
| 58,339 |
|
| 474 |
|
| 170,420 |
|
| 617 |
|
Net income |
|
| 157,097 |
|
| 187,587 |
|
| 616,529 |
|
| 376,510 |
|
Preferred unit distributions |
|
| (19,219 | ) |
| (19,543 | ) |
| (38,311 | ) |
| (38,349 | ) |
Numerator for basic income per Class A unit – net income applicable to |
|
| 137,878 |
|
| 168,044 |
|
| 578,218 |
|
| 338,161 |
|
Impact of assumed conversions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on 3.875% exchangeable senior debentures |
|
| — |
|
| 5,203 |
|
| 10,509 |
|
| 10,512 |
|
Convertible preferred unit distributions |
|
| 398 |
|
| 537 |
|
| 2,467 |
|
| 1,075 |
|
Numerator for diluted income per Class A unit – net income |
| $ | 138,276 |
| $ | 173,784 |
| $ | 591,194 |
| $ | 349,748 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic income per Class A unit – weighted average units |
|
| 167,918 |
|
| 166,580 |
|
| 167,860 |
|
| 166,529 |
|
Effect of dilutive securities (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vornado employee stock options and restricted unit awards |
|
| 5,350 |
|
| 7,327 |
|
| 5,174 |
|
| 7,440 |
|
3.875% exchangeable senior debentures |
|
| — |
|
| 5,559 |
|
| 5,559 |
|
| 5,559 |
|
Convertible preferred units |
|
| 587 |
|
| 1,194 |
|
| 1,310 |
|
| 1,193 |
|
Denominator for diluted income per Class A unit – |
|
| 173,855 |
|
| 180,660 |
|
| 179,903 |
|
| 180,721 |
|
INCOME PER COMMON CLASS A UNIT – BASIC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
| $ | 0.47 |
| $ | 1.01 |
| $ | 2.42 |
| $ | 2.03 |
|
Income from discontinued operations |
|
| 0.35 |
|
| — |
|
| 1.02 |
|
| — |
|
Net income per Class A unit |
| $ | 0.82 |
| $ | 1.01 |
| $ | 3.44 |
| $ | 2.03 |
|
INCOME PER COMMON CLASS A UNIT – DILUTED: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
| $ | 0.46 |
| $ | 0.96 |
| $ | 2.34 |
| $ | 1.94 |
|
Income from discontinued operations |
|
| 0.34 |
|
| — |
|
| 0.95 |
|
| — |
|
Net income per Class A unit |
| $ | 0.80 |
| $ | 0.96 |
| $ | 3.29 |
| $ | 1.94 |
|
__________________
(1) | The effect of dilutive securities above excludes anti-dilutive weighted average common unit equivalents. Accordingly, the three and six months ended June 30, 2008 excludes 10,302 and 2,822 weighted average common unit equivalents, respectively. The three and six months ended June 30, 2007, exclude 774 and 431 weighted average common unit equivalents, respectively. |
11. | Comprehensive Income |
(Amounts in thousands) |
| For The Three Months |
| For The Six Months |
| ||||||||
|
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| ||||
Net income |
| $ | 157,097 |
| $ | 187,587 |
| $ | 616,529 |
| $ | 376,510 |
|
Other comprehensive loss |
|
| (37,852 | ) |
| (31,720 | ) |
| (58,103 | ) |
| (24,959 | ) |
Comprehensive income |
| $ | 119,245 |
| $ | 155,867 |
| $ | 558,426 |
| $ | 351,551 |
|
Accumulated other comprehensive (loss) income was $(28,331,000) and $29,772,000 as of June 30, 2008 and December 31, 2007, respectively, and consists primarily of accumulated unrealized (loss) income from the mark-to-market of marketable equity securities classified as available-for-sale.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
12. | Stock-based Compensation |
Vornado’s Share Option Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted stock, stock appreciation rights, performance shares and limited partnership units to certain of our employees and officers. We account for stock-based compensation in accordance with SFAS No. 123: Accounting for Stock-Based Compensation, as amended by SFAS No. 148: Accounting for Stock-Based Compensation - Transition and Disclosure and as revised by SFAS No. 123R: Share-Based Payment (“SFAS 123R”). We adopted SFAS 123R, using the modified prospective application, on January 1, 2006. Stock based compensation expense for the three and six months ended June 30, 2008 and 2007 consists of Vornado’s stock option awards, restricted unit awards and Out-Performance Plan awards. We recognized $8,898,000 and $16,973,000 of stock based compensation expense in the three and six months ended June 30, 2008, respectively, of which $4,320,000 and $7,448,000 relates to our 2006 and 2008 out-performance plans. During the three and six months ended June 30, 2007, we recognized $6,973,000 and $12,620,000 of stock based compensation expense, respectively.
2008 Stock Options
On March 31, 2008, the Compensation Committee approved a grant of Vornado stock options to senior executives and employees. The options were granted with an exercise price 17.5% in excess of the average of the high and low price of Vornado’s common shares on the New York Stock Exchange on that date. The options are expensed pro rata over the 5-year vesting period in accordance with SFAS 123R.
2008 Out-Performance Plan
On March 31, 2008, the Compensation Committee approved Vornado’s $75,000,000 out-performance plan (the “2008 OPP”) that requires the achievement of performance objectives against both absolute and relative thresholds. The 2008 OPP establishes a potential performance pool in which 71 members of senior management have the opportunity to share in if the total return to Vornado shareholders (the “Total Return”) resulting from both share appreciation and dividends for the four-year period from March 31, 2008 to March 31, 2012 exceeds both an absolute and a relative hurdle. The initial value from which to determine the Total Return is $86.20 per share, a 0.93% premium to the trailing 10-day average closing price on the New York Stock Exchange for Vornado’s common shares on the date the plan was adopted.
The size of the out-performance pool for the 2008 OPP is 6% of the aggregate “out-performance return” subject to a maximum total award of $75,000,000 (the “Maximum Award”). The “out-performance return” is comprised of (i) 3% of the total dollar value of the Total Return in excess of 10% per annum (the “Absolute Component”), plus (ii) 3% of the total dollar value of the Total Return in excess of the Relative Threshold (the “Relative Component”), based on the SNL Equity REIT Index (the “Index”) over the four-year performance period. In the event that the Relative Component creates a negative award as a result of underperforming the Index, the value of any out-performance award potentially earned under the Absolute Component will be reduced dollar for dollar. In addition, awards potentially earned under the Relative Component will be reduced on a ratable sliding scale to the extent the Total Return is less than 10% per annum and to zero to the extent the Total Return is less than 7% per annum. The size of this out-performance pool, if any, will be determined based on the highest 30-trading day trailing average price of Vornado’s common shares during the final 150 days of the four-year period. During the four-year performance period, participants are entitled to receive 10% of the common dividends paid on Vornado’s common shares for each OPP unit awarded, regardless of whether the OPP units are ultimately earned.
The 2008 OPP also provides participants an opportunity to earn partial awards during two interim measurement periods (the “Interim Periods”): (a) one for a period consisting of the first two years of the performance period and (b) one for a period consisting of the final two years of the performance period. For each Interim Period, participants may be entitled to share in 40% ($30,000,000) of the maximum $75,000,000 performance pool if the performance thresholds have been met for the applicable Interim Periods on a pro rated basis. The starting Vornado share price for the first Interim Period is $86.20 per share. The starting Vornado share price for the second Interim Period is equal to the greater of Vornado’s common share price on March 31, 2010, or Vornado’s initial starting share price of $86.20 per share less dividends paid during the first two years of the plan. If the maximum award is earned during the first Interim Period, participants lose the potential to earn the second Interim Period award, but not the potential to earn the remainder of the maximum award over the four-year period. The size of any out-performance pool for an Interim Period will be determined based on the highest 30-day trailing average price of Vornado’s shares during the final 120 days of the applicable Interim Period.
Awards earned under the program (including any awards earned for the Interim Periods), will vest 50% on March 31, 2012 and 50% on March 31, 2013. The 2008 OPP is accounted for in accordance with SFAS 123R. The fair value of the OPP awards on the date of grant, as adjusted for estimated forfeitures, was approximately $21,600,000, which will be amortized into expense over a five-year period beginning on the date of grant through the final vesting period, using a graded vesting attribution model.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
13. | Commitments and Contingencies |
At June 30, 2008, $45,690,000 was reserved for outstanding letters of credit under our $1 billion revolving credit facility. Our credit facilities contain financial covenants, that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provides for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our 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.
In connection with our investments in partially owned entities, we are committed to fund additional capital aggregating $122,178,000. Of this amount, $80,923,000 relates to our equity commitment to IPF which we have pledged as collateral to IPF’s lender and $18,090,000 relates to capital expenditures committed to the Springfield Mall, in which we have a 97.5% interest.
In June 2007 we formed Penn Plaza Insurance Company, LLC (“PPIC”), a wholly owned consolidated subsidiary, to act as a re-insurer with respect to a portion of our earthquake insurance coverage and as a direct insurer for coverage for “certified” acts of terrorism and for nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”). Coverage for “certified” acts of terrorism is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. Prior to the formation of PPIC, we were uninsured for losses under NBCR coverage. Subsequently, we have $1.5 billion of NBCR coverage under TRIPRA, for which PPIC is responsible for 15% of each NBCR loss and the insurance company deductible of $1,000,000. We are ultimately responsible for any loss borne by PPIC.
Our debt instruments, consisting of mortgage loans secured by our properties (which are generally non-recourse to us), senior unsecured notes, exchangeable senior debentures, convertible senior debentures and revolving credit agreements, contain customary covenants requiring us to maintain insurance. Although we believe that we have adequate insurance coverage under 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 and/or refinance our properties and expand our portfolio.
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.
We enter into agreements for the purchase and resale of U.S. government obligations for periods of up to one week. The obligations purchased under these agreements are held in safekeeping in our name by various money center banks. We have the right to demand additional collateral or return of these invested funds at any time the collateral value is less than 102% of the invested funds plus any accrued earnings thereon. We had $111,960,000 and $82,240,000 of cash invested in these agreements at June 30, 2008 and December 31, 2007, respectively.
On January 16, 2008, Vornado’s Board of Trustees approved the termination of the Vornado Realty Trust Retirement Plan and the Merchandise Mart Properties Pension Plan. The plans were frozen in 1998 and 1999, respectively. The termination is expected to be completed in the third quarter of 2008. Our current estimate of the cost we will incur during the third quarter of 2008 to buy annuities from an insurance company or to make lump-sum payments to plan participants to terminate both plans is approximately $4,000,000.
From time to time, we have disposed of substantial amounts of real estate to third parties for which, as to certain properties, we remain contingently liable for rent payments or mortgage indebtedness that cannot be quantified.
We have guaranteed the completion of two joint venture development projects. The aggregate estimated cost to complete these projects is approximately $85,000,000.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
13. | Commitments and Contingencies - continued |
Litigation
On January 8, 2003, Stop & Shop filed a complaint with the United States District Court for the District of New Jersey (“USDC-NJ”) claiming we had no right to reallocate and therefore continue to collect $5,000,000 of annual rent from Stop & Shop pursuant to the Master Agreement and Guaranty. Stop & Shop asserted that a prior order of the Bankruptcy Court for the Southern District of New York dated February 6, 2001, as modified on appeal to the District Court for the Southern District of New York on February 13, 2001, froze our right to re-allocate which effectively terminated our right to collect the additional rent from Stop & Shop. On March 3, 2003, after we moved to dismiss for lack of jurisdiction, Stop & Shop voluntarily withdrew its complaint. On March 26, 2003, Stop & Shop filed a new complaint in New York Supreme Court, asserting substantially the same claims as in its USDC-NJ complaint. We removed the action to the United States District Court for the Southern District of New York. In January 2005 that court remanded the action to the New York Supreme Court. On February 14, 2005, we served an answer in which we asserted a counterclaim seeking a judgment for all the unpaid additional rent accruing through the date of the judgment and a declaration that Stop & Shop will continue to be liable for the additional rent as long as any of the leases subject to the Master Agreement and Guaranty remain in effect. On May 17, 2005, we filed a motion for summary judgment. On July 15, 2005, Stop & Shop opposed our motion and filed a cross-motion for summary judgment. On December 13, 2005, the Court issued its decision denying the motions for summary judgment. Both parties appealed the Court’s decision and on December 14, 2006, the Appellate Court division issued a decision affirming the Court’s decision. On January 16, 2007 we filed a motion for the reconsideration of one aspect of the Appellate Court’s decision which was denied on March 13, 2007. We are currently engaged in discovery and anticipate that a trial date will be set for some time in 2008. We intend to vigorously pursue our claims against Stop & Shop. In our opinion, after consultation with legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.
On May 24, 2007, we acquired a 70% controlling interest in 1290 Avenue of the Americas and the 555 California Street complex. Our 70% interest was acquired through the purchase of all of the shares of a group of foreign companies that own, through U.S. entities, the 1% sole general partnership interest and a 69% limited partnership interest in the partnerships that own the two properties. The remaining 30% limited partnership interest is owned by Donald J. Trump. In August 2005, Mr. Trump brought a lawsuit in the New York State Supreme Court against, among others, the general partners of the partnerships referred to above. Mr. Trump’s claims arose out of a dispute over the sale price of, and use of proceeds from, the sale of properties located on the former Penn Central rail yards between West 59th and 72nd Streets in Manhattan which were formerly owned by the partnerships. In decisions dated September 14, 2005 and July 24, 2006, the Court denied various of Mr. Trump’s motions and ultimately dismissed all of Mr. Trump’s claims, except for his claim seeking access to books and records. In a decision dated October 1, 2007, the Court determined that Mr. Trump already received access to the books and records to which he was entitled, with the exception of certain documents which were subsequently delivered to Mr. Trump. Mr. Trump has sought re-argument and renewal on, and filed a notice of appeal in connection with, his dismissed claims. In connection with the acquisition, we agreed to indemnify the sellers for liabilities and expenses arising out of Mr. Trump’s claim that the general partners of the partnerships we acquired did not sell the rail yards at a fair price or could have sold the rail yards for a greater price and any other claims asserted in the legal action; provided however, that if Mr. Trump prevails on certain claims involving partnership matters, other than claims relating to sale price, the sellers will be required to reimburse us for certain costs related to those claims. We believe that the claims relating to the sale price are without merit. All other allegations are not asserted as a basis for damages and regardless of merit would not be material to our consolidated financial statements.
There are various other legal actions against us in the ordinary course of business. In our opinion, after consultation with legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
14. | Retirement Plans |
On January 16, 2008, Vornado’s Board of Trustees approved the termination of the Vornado Realty Trust Retirement Plan (“Vornado Plan”) and the Merchandise Mart Properties Pension Plan (“Mart Plan”). The termination is expected to be completed in the third quarter of 2008. Our current estimate of the cost we will incur during the third quarter of 2008 to buy annuities from an insurance company or to make lump-sum payments to plan participants to terminate both plans is approximately $4,000,000.
The following table sets forth the components of net periodic benefit costs:
(Amounts in thousands) |
| For The Three Months |
| For The Six Months |
| ||||||||
|
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| ||||
Interest cost |
| $ | 292 |
| $ | 293 |
| $ | 584 |
| $ | 585 |
|
Expected return on plan assets |
|
| (309 | ) |
| (299 | ) |
| (618 | ) |
| (598 | ) |
Amortization of net loss |
|
| 65 |
|
| 61 |
|
| 129 |
|
| 122 |
|
Net periodic benefit cost |
| $ | 48 |
| $ | 55 |
| $ | 95 |
| $ | 109 |
|
Employer Contributions
During the six months ended June 30, 2008 and 2007, we contributed $202,000 and $982,000, respectively, to the plans. We anticipate making additional contributions of $2,315,000 to the plans during the remainder of 2008.
15. | Costs of Acquisitions Not Consummated |
In the three and six months ended June 30, 2008, we wrote-off $726,000 and $3,009,000, respectively, of costs associated with acquisitions not consummated (primarily Hudson Rail Yards). In the three months ended March 31, 2007, we wrote-off $8,807,000 of costs associated with The Equity Office Properties Trust acquisition not consummated.
16. | Marketable Equity Securities |
In the first quarter of 2008, we determined that an investment in a marketable equity security was “other-than-temporarily” impaired and recorded a non-cash charge of $9,073,000, based on the March 31, 2008 closing share price of this security, which is included in “interest and other investment income” on our consolidated statement of income.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
17. | Segment Information |
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the three months ended June 30, 2008 and 2007.
(Amounts in thousands) | For the Three Months Ended June 30, 2008 |
| ||||||||||||||||||||
|
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other (2) |
| |||||||
Property rentals |
| $ | 514,258 |
| $ | 180,993 |
| $ | 126,083 |
| $ | 86,968 |
| $ | 68,896 |
| $ | — |
| $ | 51,318 |
|
Straight-line rents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual rent increases |
|
| 13,448 |
|
| 5,500 |
|
| 3,173 |
|
| 3,263 |
|
| 1,416 |
|
| — |
|
| 96 |
|
Amortization of free rent |
|
| 5,291 |
|
| 3,586 |
|
| 1,329 |
|
| 1 |
|
| 311 |
|
| — |
|
| 64 |
|
Amortization of acquired below- |
|
| 25,858 |
|
| 15,412 |
|
| 1,104 |
|
| 7,571 |
|
| 25 |
|
| — |
|
| 1,746 |
|
Total rentals |
|
| 558,855 |
|
| 205,491 |
|
| 131,689 |
|
| 97,803 |
|
| 70,648 |
|
| — |
|
| 53,224 |
|
Tenant expense reimbursements |
|
| 84,898 |
|
| 31,075 |
|
| 14,833 |
|
| 31,178 |
|
| 4,832 |
|
| — |
|
| 2,980 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant cleaning revenue |
|
| 14,382 |
|
| 18,510 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (4,128 | ) |
Management and leasing fees |
|
| 3,840 |
|
| 2,495 |
|
| 1,952 |
|
| 198 |
|
| 71 |
|
| — |
|
| (876 | ) |
Lease termination fees |
|
| 561 |
|
| 105 |
|
| — |
|
| 290 |
|
| 166 |
|
| — |
|
| — |
|
Other |
|
| 11,829 |
|
| 4,315 |
|
| 4,901 |
|
| 519 |
|
| 1,633 |
|
| — |
|
| 461 |
|
Total revenues |
|
| 674,365 |
|
| 261,991 |
|
| 153,375 |
|
| 129,988 |
|
| 77,350 |
|
| — |
|
| 51,661 |
|
Operating expenses |
|
| 256,358 |
|
| 106,801 |
|
| 52,953 |
|
| 46,346 |
|
| 35,606 |
|
| — |
|
| 14,652 |
|
Depreciation and amortization |
|
| 130,948 |
|
| 49,452 |
|
| 32,104 |
|
| 20,556 |
|
| 13,786 |
|
| — |
|
| 15,050 |
|
General and administrative |
|
| 50,285 |
|
| 4,857 |
|
| 5,328 |
|
| 7,945 |
|
| 7,031 |
|
| — |
|
| 25,124 |
|
Costs of acquisition not consummated |
|
| 726 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 726 |
|
Total expenses |
|
| 438,317 |
|
| 161,110 |
|
| 90,385 |
|
| 74,847 |
|
| 56,423 |
|
| — |
|
| 55,552 |
|
Operating income (loss) |
|
| 236,048 |
|
| 100,881 |
|
| 62,990 |
|
| 55,141 |
|
| 20,927 |
|
| — |
|
| (3,891 | ) |
Income applicable to Alexander’s |
|
| 15,351 |
|
| 190 |
|
| — |
|
| 190 |
|
| — |
|
| — |
|
| 14,971 |
|
Loss applicable to Toys |
|
| (30,711 | ) |
| — |
|
| — |
|
| — |
|
| — |
|
| (30,711 | ) |
| — |
|
Income (loss) from partially owned |
|
| 4,285 |
|
| 2,560 |
|
| 1,573 |
|
| 6,957 |
|
| 302 |
|
| — |
|
| (7,107 | ) |
Interest and other investment income |
|
| 23,793 |
|
| 715 |
|
| 551 |
|
| 88 |
|
| 79 |
|
| — |
|
| 22,360 |
|
Interest and debt expense |
|
| (150,316 | ) |
| (33,754 | ) |
| (33,140 | ) |
| (22,290 | ) |
| (13,019 | ) |
| — |
|
| (48,113 | ) |
Net gain on disposition of assets |
|
| 3,386 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,386 |
|
Minority interest of partially owned |
|
| 1,837 |
|
| (876 | ) |
| — |
|
| 60 |
|
| — |
|
| — |
|
| 2,653 |
|
Income (loss) before income taxes |
|
| 103,673 |
|
| 69,716 |
|
| 31,974 |
|
| 40,146 |
|
| 8,289 |
|
| (30,711 | ) |
| (15,741 | ) |
Income tax expense |
|
| (4,915 | ) |
| — |
|
| (62 | ) |
| — |
|
| (181 | ) |
| — |
|
| (4,672 | ) |
Income (loss) from continuing |
|
| 98,758 |
|
| 69,716 |
|
| 31,912 |
|
| 40,146 |
|
| 8,108 |
|
| (30,711 | ) |
| (20,413 | ) |
Income (loss) from discontinued |
|
| 58,339 |
|
| — |
|
| 58,081 |
|
| (40 | ) |
| — |
|
| — |
|
| 298 |
|
Net income (loss) |
|
| 157,097 |
|
| 69,716 |
|
| 89,993 |
|
| 40,106 |
|
| 8,108 |
|
| (30,711 | ) |
| (20,115 | ) |
Interest and debt expense (1) |
|
| 192,239 |
|
| 31,827 |
|
| 34,086 |
|
| 25,932 |
|
| 13,230 |
|
| 33,906 |
|
| 53,258 |
|
Depreciation and amortization(1) |
|
| 170,493 |
|
| 47,005 |
|
| 33,870 |
|
| 21,766 |
|
| 13,919 |
|
| 34,034 |
|
| 19,899 |
|
Income tax expense (benefit) (1) |
|
| 5,999 |
|
| — |
|
| 60 |
|
| — |
|
| 181 |
|
| (197 | ) |
| 5,955 |
|
EBITDA |
| $ | 525,828 |
| $ | 148,548 |
| $ | 158,009 |
| $ | 87,804 |
| $ | 35,438 |
| $ | 37,032 |
| $ | 58,997 |
|
The Washington, DC Office segment includes a $56,831 net gain on sale of real estate (included in “Income (loss) from discontinued operations, net”). The Other segment EBITDA includes a $3,468 net loss on the mark-to-market of derivative instruments, a $2,038 net gain on disposition of our 13.8% interest in GMH and a $726 write-off for costs of acquisitions not consummated.
_______________________
See notes on page 31.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
17. | Segment Information – continued |
(Amounts in thousands) |
| For the Three Months Ended June 30, 2007 | ||||||||||||||||||||
|
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other (2) |
| |||||||
Property rentals |
| $ | 439,483 |
| $ | 152,850 |
| $ | 112,962 |
| $ | 80,070 |
| $ | 57,483 |
| $ | — |
| $ | 36,118 |
|
Straight-line rents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual rent increases |
|
| 10,824 |
|
| 4,526 |
|
| 2,573 |
|
| 2,911 |
|
| 629 |
|
| — |
|
| 185 |
|
Amortization of free rent |
|
| 10,497 |
|
| 5,726 |
|
| 3,753 |
|
| 239 |
|
| 567 |
|
| — |
|
| 212 |
|
Amortization of acquired below- |
|
| 20,327 |
|
| 10,387 |
|
| 1,160 |
|
| 7,608 |
|
| 90 |
|
| — |
|
| 1,082 |
|
Total rentals |
|
| 481,131 |
|
| 173,489 |
|
| 120,448 |
|
| 90,828 |
|
| 58,769 |
|
| — |
|
| 37,597 |
|
Tenant expense reimbursements |
|
| 77,267 |
|
| 29,642 |
|
| 11,281 |
|
| 28,887 |
|
| 4,914 |
|
| — |
|
| 2,543 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant cleaning revenue |
|
| 10,527 |
|
| 13,062 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (2,535 | ) |
Management and leasing fees |
|
| 2,804 |
|
| 974 |
|
| 1,972 |
|
| 580 |
|
| (19 | ) |
| — |
|
| (703 | ) |
Lease termination fees |
|
| 1,295 |
|
| 100 |
|
| 131 |
|
| 902 |
|
| 162 |
|
| — |
|
| — |
|
Other |
|
| 10,196 |
|
| 4,242 |
|
| 4,171 |
|
| 301 |
|
| 2,152 |
|
| — |
|
| (670) |
|
Total revenues |
|
| 583,220 |
|
| 221,509 |
|
| 138,003 |
|
| 121,498 |
|
| 65,978 |
|
| — |
|
| 36,232 |
|
Operating expenses |
|
| 227,212 |
|
| 93,287 |
|
| 44,667 |
|
| 41,688 |
|
| 31,796 |
|
| — |
|
| 15,774 |
|
Depreciation and amortization |
|
| 110,768 |
|
| 36,744 |
|
| 28,577 |
|
| 22,109 |
|
| 10,756 |
|
| — |
|
| 12,582 |
|
General and administrative |
|
| 49,789 |
|
| 5,502 |
|
| 6,079 |
|
| 6,329 |
|
| 6,929 |
|
| — |
|
| 24,950 |
|
Costs of acquisition not consummated |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
Total expenses |
|
| 387,769 |
|
| 135,533 |
|
| 79,323 |
|
| 70,126 |
|
| 49,481 |
|
| — |
|
| 53,306 |
|
Operating income (loss) |
|
| 195,451 |
|
| 85,976 |
|
| 58,680 |
|
| 51,372 |
|
| 16,497 |
|
| — |
|
| (17,074 | ) |
Income applicable to Alexander’s |
|
| 9,484 |
|
| 190 |
|
| — |
|
| 164 |
|
| — |
|
| — |
|
| 9,130 |
|
Loss applicable to Toys |
|
| (20,029 | ) |
| — |
|
| — |
|
| — |
|
| — |
|
| (20,029 | ) |
| — |
|
Income from partially owned entities |
|
| 8,195 |
|
| 1,900 |
|
| 3,743 |
|
| 2,093 |
|
| 448 |
|
| — |
|
| 11 |
|
Interest and other investment income |
|
| 119,689 |
|
| 469 |
|
| 738 |
|
| 117 |
|
| 93 |
|
| — |
|
| 118,272 |
|
Interest and debt expense |
|
| (140,293 | ) |
| (32,113 | ) |
| (30,520 | ) |
| (19,775 | ) |
| (13,048 | ) |
| — |
|
| (44,837 | ) |
Net gain on disposition of wholly |
|
| 15,778 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 15,778 |
|
Minority interest of partially owned |
|
| 1,346 |
|
| (569 | ) |
| — |
|
| 11 |
|
| — |
|
| — |
|
| 1,904 |
|
Income (loss) before income taxes |
|
| 189,621 |
|
| 55,853 |
|
| 32,641 |
|
| 33,982 |
|
| 3,990 |
|
| (20,029 | ) |
| 83,184 |
|
Income tax expense |
|
| (2,508 | ) |
| — |
|
| (1,867 | ) |
| (182 | ) |
| (199 | ) |
| — |
|
| (260 | ) |
Income (loss) from continuing operations |
|
| 187,113 |
|
| 55,853 |
|
| 30,774 |
|
| 33,800 |
|
| 3,791 |
|
| (20,029 | ) |
| 82,924 |
|
Income (loss) from discontinued operations |
|
| 474 |
|
| — |
|
| 1,075 |
|
| (44 | ) |
| — |
|
| — |
|
| (557 | ) |
Net income (loss) |
|
| 187,587 |
|
| 55,853 |
|
| 31,849 |
|
| 33,756 |
|
| 3,791 |
|
| (20,029 | ) |
| 82,367 |
|
Interest and debt expense (1) |
|
| 202,843 |
|
| 31,831 |
|
| 32,095 |
|
| 22,478 |
|
| 13,264 |
|
| 40,984 |
|
| 62,191 |
|
Depreciation and amortization(1) |
|
| 165,990 |
|
| 36,600 |
|
| 33,466 |
|
| 22,912 |
|
| 10,890 |
|
| 33,303 |
|
| 28,819 |
|
Income tax (benefit) expense (1) |
|
| (8,071 | ) |
| 1,100 |
|
| 3,831 |
|
| 182 |
|
| 199 |
|
| (14,934 | ) |
| 1,551 |
|
EBITDA |
| $ | 548,349 |
| $ | 125,384 |
| $ | 101,241 |
| $ | 79,328 |
| $ | 28,144 |
| $ | 39,324 |
| $ | 174,928 |
|
The Other segment EBITDA includes a $72,074 net gain on mark-to-market of derivative instruments, a $15,778 net gain on sale of marketable equity securities and $1,677 for our share of India real estate ventures organization costs.
________________________
See notes on page 31.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
17. | Segment Information - continued |
(Amounts in thousands) | For the Six Months Ended June 30, 2008 |
| ||||||||||||||||||||
|
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other (2) |
| |||||||
Property rentals |
| $ | 1,002,450 |
| $ | 357,496 |
| $ | 249,485 |
| $ | 173,689 |
| $ | 126,439 |
| $ | — |
| $ | 95,341 |
|
Straight-line rents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual rent increases |
|
| 31,320 |
|
| 12,783 |
|
| 6,443 |
|
| 9,062 |
|
| 2,793 |
|
| — |
|
| 239 |
|
Amortization of free rent |
|
| 9,390 |
|
| 4,457 |
|
| 2,834 |
|
| (1,220 | ) |
| 2,664 |
|
| — |
|
| 655 |
|
Amortization of acquired below- |
|
| 49,129 |
|
| 30,741 |
|
| 2,216 |
|
| 12,525 |
|
| 58 |
|
| — |
|
| 3,589 |
|
Total rentals |
|
| 1,092,289 |
|
| 405,477 |
|
| 260,978 |
|
| 194,056 |
|
| 131,954 |
|
| — |
|
| 99,824 |
|
Tenant expense reimbursements |
|
| 172,058 |
|
| 62,598 |
|
| 30,048 |
|
| 64,868 |
|
| 9,421 |
|
| — |
|
| 5,123 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant cleaning revenue |
|
| 27,804 |
|
| 35,664 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (7,860 | ) |
Management and leasing fees |
|
| 7,808 |
|
| 3,897 |
|
| 5,108 |
|
| 563 |
|
| 211 |
|
| — |
|
| (1,971 | ) |
Lease termination fees |
|
| 3,014 |
|
| 2,029 |
|
| — |
|
| 665 |
|
| 320 |
|
| — |
|
| — |
|
Other |
|
| 20,674 |
|
| 8,250 |
|
| 9,101 |
|
| 140 |
|
| 3,073 |
|
| — |
|
| 110 |
|
Total revenues |
|
| 1,323,647 |
|
| 517,915 |
|
| 305,235 |
|
| 260,292 |
|
| 144,979 |
|
| — |
|
| 95,226 |
|
Operating expenses |
|
| 517,609 |
|
| 213,447 |
|
| 104,540 |
|
| 94,400 |
|
| 70,974 |
|
| — |
|
| 34,248 |
|
Depreciation and amortization |
|
| 261,558 |
|
| 95,227 |
|
| 68,970 |
|
| 41,692 |
|
| 25,573 |
|
| — |
|
| 30,096 |
|
General and administrative |
|
| 99,670 |
|
| 9,643 |
|
| 12,397 |
|
| 15,707 |
|
| 14,502 |
|
| — |
|
| 47,421 |
|
Costs of acquisition not consummated |
|
| 3,009 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,009 |
|
Total expenses |
|
| 881,846 |
|
| 318,317 |
|
| 185,907 |
|
| 151,799 |
|
| 111,049 |
|
| — |
|
| 114,774 |
|
Operating income (loss) |
|
| 441,801 |
|
| 199,598 |
|
| 119,328 |
|
| 108,493 |
|
| 33,930 |
|
| — |
|
| (19,548 | ) |
Income applicable to Alexander’s |
|
| 23,280 |
|
| 379 |
|
| — |
|
| 338 |
|
| — |
|
| — |
|
| 22,563 |
|
Income applicable to Toys |
|
| 49,651 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 49,651 |
|
| — |
|
(Loss) income from partially owned |
|
| (26,068 | ) |
| 5,137 |
|
| 2,852 |
|
| 9,864 |
|
| 820 |
|
| — |
|
| (44,741 | ) |
Interest and other investment income |
|
| 37,897 |
|
| 1,423 |
|
| 1,230 |
|
| 330 |
|
| 172 |
|
| — |
|
| 34,742 |
|
Interest and debt expense |
|
| (298,495 | ) |
| (69,385 | ) |
| (62,762 | ) |
| (42,536 | ) |
| (26,040 | ) |
| — |
|
| (97,772 | ) |
Net gain on disposition of assets |
|
| 3,386 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,386 |
|
Minority interest of partially owned |
|
| 2,243 |
|
| (1,821 | ) |
| — |
|
| 74 |
|
| — |
|
| — |
|
| 3,990 |
|
Income (loss) before income taxes |
|
| 233,695 |
|
| 135,331 |
|
| 60,648 |
|
| 76,563 |
|
| 8,882 |
|
| 49,651 |
|
| (97,380 | ) |
Income tax benefit (expense) |
|
| 212,414 |
|
| — |
|
| 221,615 |
|
| (2 | ) |
| (391 | ) |
| — |
|
| (8,808 | ) |
Income (loss) from continuing |
|
| 446,109 |
|
| 135,331 |
|
| 282,263 |
|
| 76,561 |
|
| 8,491 |
|
| 49,651 |
|
| (106,188 | ) |
Income (loss) from discontinued |
|
| 170,420 |
|
| — |
|
| 59,068 |
|
| (560 | ) |
| — |
|
| — |
|
| 111,912 |
|
Net income |
|
| 616,529 |
|
| 135,331 |
|
| 341,331 |
|
| 76,001 |
|
| 8,491 |
|
| 49,651 |
|
| 5,724 |
|
Interest and debt expense (1) |
|
| 400,200 |
|
| 65,831 |
|
| 64,714 |
|
| 49,759 |
|
| 26,463 |
|
| 75,401 |
|
| 118,032 |
|
Depreciation and amortization(1) |
|
| 351,678 |
|
| 90,625 |
|
| 73,112 |
|
| 43,968 |
|
| 25,826 |
|
| 68,136 |
|
| 50,011 |
|
Income tax (benefit) expense (1) |
|
| (116,781 | ) |
| — |
|
| (221,612 | ) |
| 2 |
|
| 391 |
|
| 93,722 |
|
| 10,716 |
|
EBITDA |
| $ | 1,251,626 |
| $ | 291,787 |
| $ | 257,545 |
| $ | 169,730 |
| $ | 61,171 |
| $ | 286,910 |
| $ | 184,483 |
|
The Washington, DC Office segment includes a $222,174 reduction in income tax expense resulting from a reversal of deferred tax liabilities in connection with the acquisition of H Street, and a $56,831 net gain on sale of real estate (included in “Income (loss) from discontinued operations, net”). The Other segment EBITDA includes, a $112,690 net gain on sale of our 47.6% interest in Americold (included in “Income (loss) from discontinued operations, net”), a $34,200 write-off of pre-development costs, a $21,830 net loss on the mark-to-market of derivative instruments, a $10,300 reversal of a mezzanine loan loss accrual, a $9,073 impairment loss on a marketable equity security, a $3,009 write-off for costs of acquisitions not consummated and a $2,038 net gain on disposition of our 13.8% interest in GMH.
_______________________
See notes on page 31.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
17. | Segment Information – continued |
(Amounts in thousands) |
| For the Six Months Ended June 30, 2007 | ||||||||||||||||||||
|
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other (2) |
| |||||||
Property rentals |
| $ | 836,911 |
| $ | 290,498 |
| $ | 215,764 |
| $ | 157,791 |
| $ | 118,509 |
| $ | — |
| $ | 54,349 |
|
Straight-line rents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual rent increases |
|
| 18,038 |
|
| 7,879 |
|
| 2,741 |
|
| 5,808 |
|
| 1,283 |
|
| — |
|
| 327 |
|
Amortization of free rent |
|
| 23,447 |
|
| 13,185 |
|
| 8,593 |
|
| 511 |
|
| 946 |
|
| — |
|
| 212 |
|
Amortization of acquired below- |
|
| 34,343 |
|
| 17,679 |
|
| 2,144 |
|
| 12,847 |
|
| 120 |
|
| — |
|
| 1,553 |
|
Total rentals |
|
| 912,739 |
|
| 329,241 |
|
| 229,242 |
|
| 176,957 |
|
| 120,858 |
|
| — |
|
| 56,441 |
|
Tenant expense reimbursements |
|
| 149,690 |
|
| 58,350 |
|
| 20,594 |
|
| 57,584 |
|
| 9,707 |
|
| — |
|
| 3,455 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant cleaning revenue |
|
| 20,370 |
|
| 25,148 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (4,778 | ) |
Management and leasing fees |
|
| 10,003 |
|
| 1,829 |
|
| 8,533 |
|
| 924 |
|
| 3 |
|
| — |
|
| (1,286 | ) |
Lease termination fees |
|
| 4,721 |
|
| 1,898 |
|
| 211 |
|
| 2,407 |
|
| 205 |
|
| — |
|
| — |
|
Other |
|
| 18,749 |
|
| 8,023 |
|
| 7,251 |
|
| 655 |
|
| 3,434 |
|
| — |
|
| (614 | ) |
Total revenues |
|
| 1,116,272 |
|
| 424,489 |
|
| 265,831 |
|
| 238,527 |
|
| 134,207 |
|
| — |
|
| 53,218 |
|
Operating expenses |
|
| 438,961 |
|
| 181,539 |
|
| 83,224 |
|
| 82,205 |
|
| 63,377 |
|
| — |
|
| 28,616 |
|
Depreciation and amortization |
|
| 198,921 |
|
| 66,549 |
|
| 53,280 |
|
| 39,392 |
|
| 21,847 |
|
| — |
|
| 17,853 |
|
General and administrative |
|
| 90,203 |
|
| 9,448 |
|
| 14,461 |
|
| 13,331 |
|
| 14,367 |
|
| — |
|
| 38,596 |
|
Costs of acquisition not consummated |
|
| 8,807 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 8,807 |
|
Total expenses |
|
| 736,892 |
|
| 257,536 |
|
| 150,965 |
|
| 134,928 |
|
| 99,591 |
|
| — |
|
| 93,872 |
|
Operating income (loss) |
|
| 379,380 |
|
| 166,953 |
|
| 114,866 |
|
| 103,599 |
|
| 34,616 |
|
| — |
|
| (40,654 | ) |
Income applicable to Alexander’s |
|
| 23,003 |
|
| 378 |
|
| — |
|
| 373 |
|
| — |
|
| — |
|
| 22,252 |
|
Income applicable to Toys |
|
| 38,632 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 38,632 |
|
| — |
|
Income from partially owned entities |
|
| 16,890 |
|
| 3,187 |
|
| 7,435 |
|
| 3,388 |
|
| 787 |
|
| — |
|
| 2,093 |
|
Interest and other investment income |
|
| 173,193 |
|
| 1,142 |
|
| 1,051 |
|
| 192 |
|
| 188 |
|
| — |
|
| 170,620 |
|
Interest and debt expense |
|
| (270,991 | ) |
| (61,581 | ) |
| (65,042 | ) |
| (39,783 | ) |
| (25,895 | ) |
| — |
|
| (78,690 | ) |
Net gain on disposition of wholly |
|
| 16,687 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 16,687 |
|
Minority interest of partially owned |
|
| 1,696 |
|
| (569 | ) |
| — |
|
| 58 |
|
| — |
|
| — |
|
| 2,207 |
|
Income before income taxes |
|
| 378,490 |
|
| 109,510 |
|
| 58,310 |
|
| 67,827 |
|
| 9,696 |
|
| 38,632 |
|
| 94,515 |
|
Income tax expense |
|
| (2,597 | ) |
| — |
|
| (1,643 | ) |
| (182 | ) |
| (512 | ) |
| — |
|
| (260 | ) |
Income from continuing operations |
|
| 375,893 |
|
| 109,510 |
|
| 56,667 |
|
| 67,645 |
|
| 9,184 |
|
| 38,632 |
|
| 94,255 |
|
Income (loss) from discontinued operations |
|
| 617 |
|
| — |
|
| 2,290 |
|
| (78 | ) |
| — |
|
| — |
|
| (1,595 | ) |
Net income |
|
| 376,510 |
|
| 109,510 |
|
| 58,957 |
|
| 67,567 |
|
| 9,184 |
|
| 38,632 |
|
| 92,660 |
|
Interest and debt expense (1) |
|
| 401,614 |
|
| 61,969 |
|
| 68,003 |
|
| 45,275 |
|
| 26,328 |
|
| 87,618 |
|
| 112,421 |
|
Depreciation and amortization(1) |
|
| 329,141 |
|
| 67,342 |
|
| 62,310 |
|
| 41,198 |
|
| 22,127 |
|
| 88,699 |
|
| 47,465 |
|
Income tax expense (1) |
|
| 47,513 |
|
| 1,100 |
|
| 5,463 |
|
| 182 |
|
| 512 |
|
| 38,463 |
|
| 1,793 |
|
EBITDA |
| $ | 1,154,778 |
| $ | 239,921 |
| $ | 194,733 |
| $ | 154,222 |
| $ | 58,151 |
| $ | 253,412 |
| $ | 254,339 |
|
The Washington, DC Office segment includes $1,891 of expense for H Street litigation costs. The Other segment EBITDA includes a net gain of $81,451 on the mark-to-market of derivative instruments, a $16,687 net gain on sale of marketable equity securities, an $8,807 write-off for costs of acquisition not consummated and $1,677 for our share of India real estate ventures organization costs.
________________________
See notes on the following page.
VORNADO REALTY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
17. | Segment Information – continued |
Notes to preceding tabular information
| (1) | EBITDA represents “Earnings Before Interest, Taxes, Depreciation and Amortization.” We consider EBITDA a supplemental measure for making decisions and assessing the un-levered 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies. |
| (2) | Other EBITDA is comprised of: |
(Amounts in thousands) | For the Three Months |
| For the Six Months |
| ||||||||
| 2008 |
| 2007 |
| 2008 |
| 2007 |
| ||||
Alexander’s | $ | 22,225 |
| $ | 17,166 |
| $ | 37,112 |
| $ | 37,499 |
|
555 California Street |
| 11,743 |
|
| 6,349 |
|
| 23,388 |
|
| 6,349 |
|
Lexington MLP |
| 7,391 |
|
| 5,984 |
|
| 18,468 |
|
| 5,984 |
|
Hotel Pennsylvania |
| 12,452 |
|
| 11,177 |
|
| 17,865 |
|
| 14,781 |
|
Industrial warehouses |
| 1,226 |
|
| 823 |
|
| 2,664 |
|
| 2,196 |
|
GMH (see page 11) |
| — |
|
| 4,177 |
|
| — |
|
| 8,345 |
|
Other investments |
| (2,235 | ) |
| 1,052 |
|
| (5,069 | ) |
| 4,963 |
|
|
| 52,802 |
|
| 46,728 |
|
| 94,428 |
|
| 80,117 |
|
Corporate general and administrative expenses |
| (22,226 | ) |
| (20,990 | ) |
| (42,468 | ) |
| (33,364 | ) |
Write-off of pre-development costs (see Note (4) on page 13) |
| — |
|
| — |
|
| (34,200 | ) |
| — |
|
Costs of acquisitions not consummated |
| (726 | ) |
| — |
|
| (3,009 | ) |
| (8,807 | ) |
Investment income and other |
| 29,147 |
|
| 131,768 |
|
| 40,465 |
|
| 182,827 |
|
Discontinued operations of Americold (including a $112,690 net gain |
| — |
|
| 17,422 |
|
| 129,267 |
|
| 33,566 |
|
| $ | 58,997 |
| $ | 174,928 |
| $ | 184,483 |
| $ | 254,339 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Partners
Vornado Realty L.P.
New York, New York
We have reviewed the accompanying consolidated balance sheet of Vornado Realty L.P. as of June 30, 2008, and the related consolidated statements of income for the three-month and six-month periods ended June 30, 2008 and 2007, and of cash flows for the six-month periods ended June 30, 2008 and 2007. These interim financial statements are the responsibility of the Company’s management.
We conducted our reviews in accordance with standards of the Public Company Accounting Oversight Board (United States). 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 Public Company Accounting Oversight Board (United States), 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.
Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vornado Realty L.P. as of December 31, 2007, and the related consolidated statements of income, partners’ capital, and cash flows for the year then ended prior to reclassification for the discontinued operations described in Note 9 to the accompanying financial statements (not presented herein); and in our report dated February 29, 2008, we expressed an unqualified opinion on those consolidated financial statements. We also audited the adjustments described in Note 9 that were applied to reclassify the December 31, 2007 consolidated balance sheet of Vornado Realty L.P. (not presented herein) for discontinued operations. In our opinion, such adjustments are appropriate and have been properly applied to the previously issued consolidated balance sheet in deriving the accompanying retrospectively adjusted consolidated balance sheet as of December 31, 2007.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
August 8, 2008
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of 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. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2007. 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 include a discussion of our consolidated financial statements for the three and six months ended June 30, 2008. 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.
Critical Accounting Policies
A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2007 in Management’s Discussion and Analysis of Financial Condition. There have been no significant changes to our policies during 2008.
Overview
Business Objective and Operating Strategy
Our business objective is to maximize Vornado shareholder value. We measure our success in meeting this objective by Vornado’s total return to shareholders. Below is a table comparing Vornado’s performance to the Morgan Stanley REIT Index (“RMS”) and the SNL REIT Index (“SNL”) for the following periods ending June 30, 2008:
|
| Total Return (1) |
| ||||
|
| Vornado |
| RMS |
| SNL |
|
One-year |
| (17.0%) |
| (14.2%) |
| (13.5%) |
|
Three-years |
| 22.7% |
| 15.1% |
| 15.8% |
|
Five-years |
| 151.3% |
| 93.3% |
| 95.5% |
|
Ten-years |
| 276.7% |
| 172.7% |
| 173.7% |
|
_________________________
| (1) | Past performance is not necessarily indicative of how we will perform in the future. |
We intend to achieve our business objective by continuing to pursue our investment philosophy and executing our operating strategies through:
| • | Maintaining a superior team of operating and investment professionals and an entrepreneurial spirit; |
| • | Investing in properties in select markets, such as New York City and Washington, DC, where we believe there is a high likelihood of capital appreciation; |
| • | Acquiring quality properties at a discount to replacement cost and where there is a significant potential for higher rents; |
| • | Investing in retail properties in select under-stored locations such as the New York City metropolitan area; |
| • | Investing in fully-integrated operating companies that have a significant real estate component; |
| • | Developing and redeveloping our existing properties to increase returns and maximize value; and |
| • | Providing specialty financing to real estate related companies. |
We expect to finance our growth, acquisitions and investments using internally generated funds, proceeds from possible asset sales and by accessing the public and private capital markets.
We have a large concentration of properties in the New York City metropolitan area and in the Washington, DC and Northern Virginia areas. We compete with a large number of real estate property owners and developers, some of which may be willing to accept lower returns on their investments. Principal factors of competition are rent charged, attractiveness of location, the quality of the property and breadth and quality of services provided. Our success depends upon, among other factors, trends of the national, regional and local economies, 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 and population trends.
Beginning in the second half of 2007, the residential mortgage and capital markets began showing signs of stress, primarily in the form of escalating default rates on sub-prime mortgages, declining residential home values and increasing inventory nationwide. This “credit” crisis spread to the broader commercial credit markets and has reduced the availability of financing and widened spreads. These factors, coupled with a slowing economy, have reduced the volume of real estate transactions and increased capitalization rates. If these conditions continue, our real estate portfolio may experience lower occupancy and effective rents which would result in a corresponding decrease in net income and cash flows. In addition, the value of our investments in joint ventures, marketable securities, and mezzanine loans may also decline as a result of the above factors. Such declines may result in impairment charges and/or valuation allowances which would result in a corresponding decrease in net income.
Overview – continued
Quarter Ended June 30, 2008 Financial Results Summary
Net income applicable to Class A units for the quarter ended June 30, 2008 was $137,878,000, or $0.79 per diluted unit, versus $168,044,000, or $0.96 per diluted unit, for the quarter ended June 30, 2007. Net income for the quarter ended June 30, 2008 includes $56,831,000 for our share of net gains on sale of real estate. Net income for the quarters ended June 30, 2008 and 2007 also include certain items that affect comparability which are listed in the table below. The aggregate of these items and net gains on sale of real estate, increased net income applicable to Class A units for the quarter ended June 30, 2008 by $52,186,000, or $0.30 per diluted unit and increased net income applicable to Class A units for the quarter ended June 30, 2007 by $69,455,000, or $0.39 per diluted unit.
(Amounts in thousands) |
| For the Three Months |
| ||||
|
| 2008 |
| 2007 |
| ||
Items that affect comparability (income) expense: |
|
|
|
|
|
|
|
Toys |
| $ | 14,900 |
| $ | — |
|
Beverly Connection |
|
| (4,100 | ) |
| — |
|
Derivative positions in marketable equity securities |
|
| 3,468 |
|
| (72,074 | ) |
Reversal of Alexander’s stock appreciation rights compensation expense |
|
| (7,157 | ) |
| (1,222 | ) |
Net gain on sale of our 13.8% interest in GMH |
|
| (2,038 | ) |
| — |
|
Costs of acquisitions not consummated |
|
| 726 |
|
| — |
|
India real estate ventures – organization costs |
|
| — |
|
| 1,677 |
|
Other, net |
|
| (1,154 | ) |
| 2,131 |
|
|
|
| 4,645 |
|
| (69,488 | ) |
47.6% share of Americold’s net loss – sold on March 31, 2008 |
|
| — |
|
| 557 |
|
13.8% share of GMH’s net income |
|
| — |
|
| (31 | ) |
|
| $ | 4,645 |
| $ | (68,962 | ) |
We did not recognize income during the quarter ended June 30, 2008, on certain assets with an aggregate carrying amount of approximately $1.4 billion at June 30, 2008, because they were out of service for redevelopment. Assets under development include all or portions of the Bergen Town Center, 2101 L Street, 220 20th Street, 1229-1231 25th Street (“West End 25”), 1999 K Street, 220 Central Park South, 40 East 66th Street, and certain investments in joint ventures including Beverly Connection, Wasserman and 800 17th Street/PNC Place investments.
The percentage increase in the same-store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of our operating segments for the quarter ended June 30, 2008 over the quarter ended June 30, 2007 and the trailing quarter ended March 31, 2008 are summarized below.
Quarter Ended: |
|
|
|
|
|
|
| ||
| New York Office |
| Washington, DC Office |
| Retail |
| Merchandise |
| |
June 30, 2008 vs. June 30, 2007 |
| 7.0% |
| 3.9% |
| 3.3% |
| 15.2%(1) |
|
June 30, 2008 vs. March 31, 2008 |
| 2.7% |
| 1.3% |
| 0.7% |
| 30.7%(2) |
|
_________________________
(1) | Results primarily from an increase in EBITDA from the Art Chicago trade show which operated at a loss in 2007, its initial year of operation. |
(2) | Results from the timing of trade shows. |
Calculations of same-store EBITDA, reconciliations of net income to EBITDA 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.
Overview – continued
Six Months Ended June 30, 2008 Financial Results Summary
Net income applicable to Class A units for the six months ended June 30, 2008 was $578,218,000, or $3.29 per diluted unit, versus $338,161,000, or $1.94 per diluted unit, for the six months ended June 30, 2007. Net income for the six months ended June 30, 2008 includes $62,833,000 for our share of net gains on sale of real estate. Net income for the six months ended June 30, 2008 and 2007 also include certain items that affect comparability which are listed in the table below. The aggregate of these items and net gains on sale of real estate, increased net income applicable to Class A units for the six months ended June 30, 2008 by $336,490,000, or $1.87 per diluted unit and increased net income applicable to Class A units for the six months ended June 30, 2007 by $65,710,000, or $0.36 per diluted unit.
(Amounts in thousands) |
| For the Six Months |
| ||||
|
| 2008 |
| 2007 |
| ||
Items that affect comparability (income) expense: |
|
|
|
|
|
|
|
Reversal of deferred income taxes initially recorded in connection with H Street |
| $ | (222,174 | ) | $ | — |
|
Net gain on sale of our 47.6% interest in Americold |
|
| (112,690 | ) |
| — |
|
Derivative positions in marketable equity security |
|
| 21,830 |
|
| (81,454 | ) |
Write-off of pre-development costs (see below) |
|
| 34,200 |
|
| — |
|
Partially owned entities – non-cash purchase price accounting adjustments: |
|
|
|
|
|
|
|
Toys |
|
| 14,900 |
|
| — |
|
Beverly Connection |
|
| (4,100 | ) |
| — |
|
Reversal of MPH mezzanine loan loss accrual |
|
| (10,300 | ) |
| — |
|
Marketable equity security - impairment loss |
|
| 9,073 |
|
| — |
|
Reversal of Alexander’s stock appreciation rights compensation expense |
|
| (6,952 | ) |
| (5,916 | ) |
Net gain on sale of our 13.8% interest in GMH |
|
| (2,038 | ) |
| — |
|
Costs of acquisitions not consummated |
|
| 3,009 |
|
| 8,807 |
|
Prepayment penalties and write-off of unamortized |
|
| — |
|
| 5,861 |
|
India real estate ventures – organization costs |
|
| — |
|
| 1,677 |
|
H Street litigation costs |
|
| — |
|
| 1,891 |
|
Other, net |
|
| 509 |
|
| 2,131 |
|
|
|
| (274,733 | ) |
| (67,003 | ) |
47.6% share of Americold’s net losses – sold on March 31, 2008 |
|
| 1,076 |
|
| 1,505 |
|
13.8% share of GMH’s net loss |
|
| — |
|
| 281 |
|
|
| $ | (273,657 | ) | $ | (65,217 | ) |
In connection with the purchase accounting for H Street, in July 2005 and April 2007 we recorded an aggregate of $222,174,000 of deferred tax liabilities representing the differences between the tax basis and the book basis of the acquired assets and liabilities multiplied by the effective tax rate. We were required to record these deferred tax liabilities because H Street and its partially owned entities were operated as C Corporations at the time they were acquired. As of January 16, 2008, we had completed all of the actions necessary to enable these entities to elect REIT status effective for the tax year beginning on January 1, 2008. Consequently, in the first quarter of 2008, we reversed the deferred tax liabilities and recognized an income tax benefit of $222,174,000 in our consolidated statement of income.
The six months ended June 30, 2008 includes a $34,200,000 write-off for our share of two joint ventures’ pre-development costs, of which $23,000,000 represents our 50% share of costs in connection with the abandonment of the “arena move”/Moynihan East portions of the Farley project.
Overview – continued
The percentage increase in the same-store “EBITDA” of our operating segments for the six months ended June 30, 2008 over the six months ended June 30, 2007 is summarized below.
|
| New York Office |
| Washington, DC Office |
| Retail |
| Merchandise |
|
June 30, 2008 vs. June 30, 2007 |
| 6.7% |
| 5.7% |
| 4.2% |
| 4.5% |
|
|
|
|
|
|
|
|
|
|
|
2008 Dispositions:
On March 31, 2008, we sold our 47.6% interest in Americold, our Temperature Controlled Logistics segment, for $220,000,000, in cash, which resulted in a net gain of $112,690,000.
On June 6, 2008, we sold our Tysons Dulles Plaza office building complex located in Tysons Corner, Virginia for approximately $152,800,000, in cash, which resulted in a net gain of $56,831,000.
Pursuant to the sale of GMH’s military housing division and the merger of its student housing division with American Campus Communities, Inc (“ACC”) (NYSE: ACC), subsequent to June 11, 2008 we received an aggregate of $105,180,000, consisting of $82,142,000 in cash and 753,126 shares of ACC common stock valued at $23,038,000 based on ACC’s then closing share price of $30.59, in exchange for our entire interest in GMH. We subsequently sold all of the ACC common shares. The above transactions resulted in a net gain of $2,038,000, which was recognized in the quarter ended June 30, 2008, and is included as a component of “net gains on disposition of wholly owned and partially owned assets other than depreciable real estate” in our consolidated statement of income.
2008 Financings:
On January 18, 2008, we closed a construction loan providing up to $87,000,000 to finance the residential redevelopment project at 220 20th Street (formally Crystal Plaza Two). The construction loan bears interest at LIBOR plus 1.15% (3.63% at June 30, 2008) and matures in January 2011 with two six-month extension options. As of June 30, 2008, $7,000,000 was drawn under this loan.
On February 11, 2008, we completed a $335,000,000 refinancing of the Green Acres regional mall. This interest-only loan has a rate of LIBOR plus 1.40% (3.86% at June 30, 2008) and matures in February 2011, with two one-year extension options. We retained net proceeds of $193,000,000 after repaying the existing loan.
On February 20, 2008, we closed a construction loan providing up to $104,000,000 to finance the residential redevelopment project at 1229-1231 25th Street NW (“West End 25”). The construction loan bears interest at LIBOR plus 1.30% (3.76% at June 30, 2008) and matures in February 2011 with two six-month extension options. As of June 30, 2008, $6,500,000 was drawn under this loan.
On February 26, 2008, we completed a $150,000,000 financing of our 2101 L Street property located in Washington, DC. The loan bears interest at LIBOR plus 1.20% (3.59% at June 30, 2008) and matures in February 2011 with two one-year extension options. We retained net proceeds of $148,000,000.
On March 12, 2008 we completed a $260,000,000 refinancing of the River House Apartment Complex. The financing is comprised of a $196,000,000 interest-only seven year 5.43% fixed rate mortgage and a $64,000,000 interest-only ten year floating rate mortgage at the Freddie Mac Reference Note Rate plus 1.53% (3.68% at June 30, 2008). We retained net proceeds of $205,000,000 after repaying the existing loan.
On March 24, 2008, we closed a construction loan providing up to $290,000,000 to finance the redevelopment of a portion of the Bergen Town Center. The interest-only loan has a rate of LIBOR plus 1.50% (4.11% at June 30, 2008) and matures in March 2011 with two one-year extension options. As of June 30, 2008, $158,000,000 was drawn under this loan.
On March 27, 2008, we closed a construction loan providing up to $124,000,000 to finance the redevelopment of 1999 K Street. The interest-only loan has a rate of LIBOR plus 1.30% (3.77% at June 30, 2008) and matures in December 2010 with two 6-month extension options. As of June 30, 2008, $31,000,000 was drawn under this loan.
Overview - continued
The following table sets forth certain information for the properties we own directly or indirectly, including leasing activity. The leasing activity presented below is based on leases signed during the period and is not intended to coincide with the commencement of rental revenue recognition in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Tenant improvements and leasing commissions are presented below based on square feet leased during the period, on a per square foot and per square foot per annum basis based on weighted average lease terms and as a percentage of initial rent per square foot.
(Square feet in thousands) |
|
|
|
|
|
|
| |||||||||
|
| New York |
| Washington, DC |
|
|
| Merchandise Mart |
| |||||||
As of June 30, 2008: |
| Office |
| Office |
| Retail |
| Office |
| Showroom |
| |||||
Square feet (in service) |
|
| 16,074 |
|
| 17,553 |
|
| 21,928 |
|
| 2,390 |
|
| 6,360 |
|
Number of properties |
|
| 28 |
|
| 85 |
|
| 177 |
|
| 8 |
|
| 8 |
|
Occupancy rate |
|
| 97.5% |
|
| 93.9% |
|
| 94.5% |
|
| 96.7% |
|
| 93.4% |
|
Leasing Activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet |
|
| 435 |
|
| 395 |
|
| 286 |
|
| 157 |
|
| 260 |
|
Initial rent per square foot (1) |
| $ | 67.83 |
| $ | 40.52 |
| $ | 31.47 |
| $ | 23.91 |
| $ | 32.16 |
|
Weighted average lease terms (years) |
|
| 9.5 |
|
| 6.8 |
|
| 8.4 |
|
| 9.4 |
|
| 5.8 |
|
Rent per square foot – relet space: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet |
|
| 392 |
|
| 220 |
|
| 136 |
|
| 91 |
|
| 242 |
|
Initial Rent (1) |
| $ | 70.39 |
| $ | 36.69 |
| $ | 30.01 |
| $ | 23.73 |
| $ | 32.06 |
|
Prior escalated rent |
| $ | 47.00 |
| $ | 33.71 |
| $ | 24.74 |
| $ | 26.27 |
| $ | 32.60 |
|
Percentage increase (decrease): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash basis |
|
| 49.8% | (2) |
| 8.8% |
|
| 21.3% | (2) |
| (9.7)% |
|
| (1.7)% |
|
GAAP basis |
|
| 46.8% | (2) |
| 15.9% |
|
| 25.0% | (2) |
| 2.7% |
|
| 13.6% |
|
Rent per square foot – vacant space: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet |
|
| 43 |
|
| 175 |
|
| 150 |
|
| 66 |
|
| 18 |
|
Initial rent (1) |
| $ | 44.06 |
| $ | 45.36 |
| $ | 32.79 |
| $ | 24.17 |
| $ | 33.53 |
|
Tenant improvements and leasing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per square foot |
| $ | 51.37 |
| $ | 13.14 |
| $ | 11.55 |
| $ | 50.05 |
| $ | 13.07 |
|
Per square foot per annum |
| $ | 5.41 |
| $ | 1.93 |
| $ | 1.38 |
| $ | 5.35 |
| $ | 2.27 |
|
Percentage of initial rent |
|
| 8.0% |
|
| 4.8% |
|
| 4.4% |
|
| 22.4% |
|
| 7.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet |
|
| 780 |
|
| 1,274 |
|
| 580 |
|
| 158 |
|
| 463 |
|
Initial rent per square foot (1) |
| $ | 71.52 |
| $ | 38.18 |
| $ | 30.71 |
| $ | 23.91 |
| $ | 29.58 |
|
Weighted average lease terms (years) |
|
| 9.0 |
|
| 7.5 |
|
| 7.7 |
|
| 9.3 |
|
| 5.4 |
|
Rent per square foot – relet space: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet |
|
| 718 |
|
| 919 |
|
| 355 |
|
| 92 |
|
| 441 |
|
Initial Rent (1) |
| $ | 73.49 |
| $ | 35.09 |
| $ | 29.64 |
| $ | 23.72 |
| $ | 29.26 |
|
Prior escalated rent |
| $ | 49.66 |
| $ | 29.13 |
| $ | 25.36 |
| $ | 26.22 |
| $ | 29.40 |
|
Percentage increase (decrease): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash basis |
|
| 48.0% | (2) |
| 20.5% | (2) |
| 16.9% | (2) |
| (9.5)% |
|
| (0.5)% |
|
GAAP basis |
|
| 51.5% | (2) |
| 21.1% | (2) |
| 24.5% | (2) |
| 2.6% |
|
| 12.2% |
|
Rent per square foot – vacant space: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet |
|
| 62 |
|
| 355 |
|
| 225 |
|
| 66 |
|
| 22 |
|
Initial rent (1) |
| $ | 48.81 |
| $ | 46.20 |
| $ | 32.41 |
| $ | 24.17 |
| $ | 35.99 |
|
Tenant improvements and leasing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per square foot |
| $ | 48.90 |
| $ | 19.88 |
| $ | 9.49 |
| $ | 49.76 |
| $ | 9.14 |
|
Per square foot per annum |
| $ | 5.43 |
| $ | 2.65 |
| $ | 1.24 |
| $ | 5.34 |
| $ | 1.69 |
|
Percentage of initial rent |
|
| 7.6% |
|
| 6.9% |
|
| 4.0% |
|
| 22.3% |
|
| 5.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overview (continued)
(Square feet and cubic feet in thousands) |
|
|
|
|
|
| ||||||||||
|
| New York |
| Washington, DC |
|
|
| Merchandise Mart | ||||||||
|
| Office |
| Office |
| Retail |
| Office |
| Showroom | ||||||
As of March 31, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet/ cubic feet |
|
| 16,025 |
|
| 17,874 |
|
| 21,820 |
|
| 2,390 |
|
| 6,169 |
|
Number of properties |
|
| 28 |
|
| 88 |
|
| 176 |
|
| 8 |
|
| 8 |
|
Occupancy rate |
|
| 97.6 | % |
| 93.4 | % |
| 94.2 | % |
| 92.6 | % |
| 93.5 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet/ cubic feet |
|
| 15,994 |
|
| 17,931 |
|
| 21,934 |
|
| 2,390 |
|
| 6,139 |
|
Number of properties |
|
| 28 |
|
| 84 |
|
| 177 |
|
| 8 |
|
| 8 |
|
Occupancy rate |
|
| 97.6 | % |
| 93.3 | % |
| 94.3 | % |
| 96.8 | % |
| 93.7 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square feet/ cubic feet |
|
| 15,962 |
|
| 17,900 |
|
| 21,053 |
|
| 2,756 |
|
| 6,330 |
|
Number of properties |
|
| 28 |
|
| 84 |
|
| 175 |
|
| 9 |
|
| 9 |
|
Occupancy rate |
|
| 97.8 | % |
| 93.6 | % |
| 93.4 | % |
| 96.3 | % |
| 91.3 | % |
_______________________________
(1) | Most leases include periodic step-ups in rent which are not reflected in the initial rent per square foot leased. |
(2) | Because GAAP requires tenant leases to be marked to fair value when they are acquired, the cash basis increase is greater than the GAAP basis rent increase when the acquired space is relet. |
Overview - continued
Recently Issued Accounting Literature
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. SFAS 157 was effective for our financial assets and liabilities on January 1, 2008. The FASB has deferred the implementation of the provisions of SFAS 157 relating to certain non-financial assets and liabilities until January 1, 2009. This standard did not materially affect how we determine fair value, but resulted in certain additional disclosures. SFAS 157 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 – observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 – unobservable inputs 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. Financial assets and liabilities measured at fair value in our consolidated financial statements consist of (i) marketable equity securities–available for sale, (ii) derivative positions in marketable equity securities and (iii) the assets of our officers’ deferred compensation plan (primarily marketable equity securities and equity investments in partially owned entities), for which there is a corresponding liability on our consolidated balance sheet. Financial assets and liabilities carried at fair value as of June 30, 2008 are presented in the table below based on the hierarchy used to measure fair value:
|
|
|
| Fair Value Hierarchy |
| ||||||
(Amounts in thousands) |
| Total |
| Level 1 |
| Level 2 |
| Level 3 |
| ||
Marketable equity securities | $ | 178,181 | $ | 178,181 |
| $ | — |
| $ | — |
|
Officers’ deferred compensation plan assets |
| 81,824 |
| 40,796 |
|
| — |
|
| 41,028 | (2) |
Interest rate caps |
| 27 |
| — |
|
| 27 |
|
| — |
|
Total Assets, reported at fair value (1) | $ | 260,032 | $ | 218,977 |
| $ | 27 |
| $ | 41,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative positions in marketable equity securities | $ | 4,996 | $ | — |
| $ | 4,996 |
| $ | — |
|
Officers’ deferred compensation plan liabilities |
| 81,824 |
| 40,796 |
|
| — |
|
| 41,028 | (2) |
Total Liabilities, reported at fair value (1) | $ | 86,820 | $ | 40,796 |
| $ | 4,996 |
| $ | 41,028 |
|
___________________
(1) | We chose not to elect the fair value option prescribed by Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), for our financial assets and liabilities that had not been previously carried at fair value. These financial assets and liabilities include our outstanding debt, accounts receivable, accounts payable and investments in partially owned entities. |
(2) | The fair value of Level 3 “officers’ deferred compensation plan assets” represents equity investments in certain limited partnerships, for which there is a corresponding Level 3 liability to the officers. The following is a reconciliation of the beginning balance at January 1, 2008 to the ending balance at June 30, 2008: Beginning balance of $50,578, less total unrealized gains/losses included in earnings of $8,294, and purchases, issuances and settlements of $1,256, which equals the ending balance of $41,028. The total unrealized gains and losses related to the plan assets and liabilities are included as a component of “interest and other investment income” and “general and administrative,” respectively, in our consolidated statement of income. |
In September 2006, the FASB issued Statement No. 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of SFAS No. 87, 88, 106 and 132R (“SFAS 158”). SFAS 158 requires an employer to (i) recognize in its statement of financial position an asset for a plan’s over-funded status or a liability for a plan’s under-funded status; (ii) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (iii) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income. The adoption of the requirement to recognize the funded status of a benefit plan and the disclosure requirements as of December 31, 2006 did not have a material effect on our consolidated financial statements. The requirement to measure plan assets and benefit obligations to determine the funded status as of the end of the fiscal year and to recognize changes in the funded status in the year in which the changes occur is effective on January 1, 2009. The adoption of the measurement date provisions of this standard is not expected to have a material effect on our consolidated financial statements.
In February 2007, the FASB issued SFAS 159, which permits companies to measure many financial instruments and certain other items at fair value. SFAS 159 was effective on January 1, 2008. We have not elected the fair value option for any of our existing financial instruments on the effective date and have not determined whether we will elect this option for any eligible financial instruments we acquire in the future.
Overview - continued
Recently Issued Accounting Literature - continued
In December 2007, the FASB issued Statement No. 141R, Business Combinations (“SFAS 141R”). SFAS 141R broadens the guidance of SFAS 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141R also broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations; and stipulates that acquisition related costs be expensed rather than included as part of the basis of the acquisition. SFAS 141R expands required disclosures to improve the ability to evaluate the nature and financial effects of business combinations. SFAS 141R is effective for all transactions entered into on or after January 1, 2009. The adoption of this standard on January 1, 2009 could materially impact our future financial results to the extent that we acquire significant amounts of real estate, as related acquisition costs will be expensed as incurred compared to our current practice of capitalizing such costs and amortizing them over the estimated useful life of the assets acquired.
In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires a noncontrolling interest in a subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be identified in the consolidated financial statements. SFAS 160 also calls for consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. SFAS 160 is effective on January 1, 2009. We are currently evaluating the impact SFAS 160 will have on our consolidated financial statements.
In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures related to derivative instruments and hedging activities, including disclosures regarding how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and the impact of derivative instruments and related hedged items on an entity’s financial position, financial performance and cash flows. SFAS 161 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009 will not have a material effect on our consolidated financial statements.
In May 2008, the FASB issued Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement), (the “FSP”). The adoption of this FSP would affect the accounting for our convertible debt due to Vornado and exchangeable senior debentures and Series D-13 convertible preferred units. The FSP would require the initial proceeds from the sale of our convertible debt due to Vornado and exchangeable senior debentures and Series D-13 convertible preferred units to be allocated between a liability component and an equity component. The resulting discount would be amortized using the effective interest method over the period the debt is expected to remain outstanding as additional interest expense. The FSP would be effective for our fiscal year beginning on January 1, 2009 and require retroactive application. The adoption of the FSP on January 1, 2009 would result in the recognition of an aggregate unamortized debt discount of $161,259,000 (as of June 30, 2008) on our consolidated balance sheet and additional interest expense on our consolidated statements of income. Our current estimate of the incremental interest expense for each reporting period is as follows:
(Amounts in thousands) |
|
|
|
|
For the year ended December 31: |
|
|
|
|
2005 |
| $ | 3,783 |
|
2006 |
|
| 6,739 |
|
2007 |
|
| 31,370 |
|
2008 |
|
| 39,014 |
|
2009 |
|
| 42,062 |
|
2010 |
|
| 44,571 |
|
2011 |
|
| 45,680 |
|
2012 |
|
| 9,103 |
|
Overview - continued
Recently Issued Accounting Literature - continued
In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). The purpose of this statement is to improve financial reporting by providing a consistent framework for determining applicable accounting principles to be used in the preparation of financial statements presented in conformity with GAAP. SFAS 162 will become effective 60 days after the SEC’s approval. We believe that the adoption of this standard on its effective date will not have a material effect on our consolidated financial statements.
In May 2008, the FASB issued Statement No. 163, Accounting for Financial Guarantee Insurance Contracts (“SFAS 163”). SFAS 163 was issued to decrease inconsistencies within Statement No. 60, Accounting and Reporting by Insurance Enterprises, and clarify how it applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition of premium revenue and claim liabilities. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective on January 1, 2009. We believe that the adoption of this standard on January 1, 2009 will not have any effect on our consolidated financial statements.
Net Income and EBITDA by Segment for the Three Months Ended June 30, 2008 and 2007
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the three months ended June 30, 2008 and 2007.
(Amounts in thousands) | For the Three Months Ended June 30, 2008 |
| ||||||||||||||||||||
|
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other (2) |
| |||||||
Property rentals |
| $ | 514,258 |
| $ | 180,993 |
| $ | 126,083 |
| $ | 86,968 |
| $ | 68,896 |
| $ | — |
| $ | 51,318 |
|
Straight-line rents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual rent increases |
|
| 13,448 |
|
| 5,500 |
|
| 3,173 |
|
| 3,263 |
|
| 1,416 |
|
| — |
|
| 96 |
|
Amortization of free rent |
|
| 5,291 |
|
| 3,586 |
|
| 1,329 |
|
| 1 |
|
| 311 |
|
| — |
|
| 64 |
|
Amortization of acquired below- |
|
| 25,858 |
|
| 15,412 |
|
| 1,104 |
|
| 7,571 |
|
| 25 |
|
| — |
|
| 1,746 |
|
Total rentals |
|
| 558,855 |
|
| 205,491 |
|
| 131,689 |
|
| 97,803 |
|
| 70,648 |
|
| — |
|
| 53,224 |
|
Tenant expense reimbursements |
|
| 84,898 |
|
| 31,075 |
|
| 14,833 |
|
| 31,178 |
|
| 4,832 |
|
| — |
|
| 2,980 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant cleaning revenue |
|
| 14,382 |
|
| 18,510 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (4,128 | ) |
Management and leasing fees |
|
| 3,840 |
|
| 2,495 |
|
| 1,952 |
|
| 198 |
|
| 71 |
|
| — |
|
| (876 | ) |
Lease termination fees |
|
| 561 |
|
| 105 |
|
| — |
|
| 290 |
|
| 166 |
|
| — |
|
| — |
|
Other |
|
| 11,829 |
|
| 4,315 |
|
| 4,901 |
|
| 519 |
|
| 1,633 |
|
| — |
|
| 461 |
|
Total revenues |
|
| 674,365 |
|
| 261,991 |
|
| 153,375 |
|
| 129,988 |
|
| 77,350 |
|
| — |
|
| 51,661 |
|
Operating expenses |
|
| 256,358 |
|
| 106,801 |
|
| 52,953 |
|
| 46,346 |
|
| 35,606 |
|
| — |
|
| 14,652 |
|
Depreciation and amortization |
|
| 130,948 |
|
| 49,452 |
|
| 32,104 |
|
| 20,556 |
|
| 13,786 |
|
| — |
|
| 15,050 |
|
General and administrative |
|
| 50,285 |
|
| 4,857 |
|
| 5,328 |
|
| 7,945 |
|
| 7,031 |
|
| — |
|
| 25,124 |
|
Costs of acquisition not consummated |
|
| 726 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 726 |
|
Total expenses |
|
| 438,317 |
|
| 161,110 |
|
| 90,385 |
|
| 74,847 |
|
| 56,423 |
|
| — |
|
| 55,552 |
|
Operating income (loss) |
|
| 236,048 |
|
| 100,881 |
|
| 62,990 |
|
| 55,141 |
|
| 20,927 |
|
| — |
|
| (3,891 | ) |
Income applicable to Alexander’s |
|
| 15,351 |
|
| 190 |
|
| — |
|
| 190 |
|
| — |
|
| — |
|
| 14,971 |
|
Loss applicable to Toys |
|
| (30,711 | ) |
| — |
|
| — |
|
| — |
|
| — |
|
| (30,711 | ) |
| — |
|
Income (loss) from partially owned |
|
| 4,285 |
|
| 2,560 |
|
| 1,573 |
|
| 6,957 |
|
| 302 |
|
| — |
|
| (7,107 | ) |
Interest and other investment income |
|
| 23,793 |
|
| 715 |
|
| 551 |
|
| 88 |
|
| 79 |
|
| — |
|
| 22,360 |
|
Interest and debt expense |
|
| (150,316 | ) |
| (33,754 | ) |
| (33,140 | ) |
| (22,290 | ) |
| (13,019 | ) |
| — |
|
| (48,113 | ) |
Net gain on disposition of assets |
|
| 3,386 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,386 |
|
Minority interest of partially owned |
|
| 1,837 |
|
| (876 | ) |
| — |
|
| 60 |
|
| — |
|
| — |
|
| 2,653 |
|
Income (loss) before income taxes |
|
| 103,673 |
|
| 69,716 |
|
| 31,974 |
|
| 40,146 |
|
| 8,289 |
|
| (30,711 | ) |
| (15,741 | ) |
Income tax expense |
|
| (4,915 | ) |
| — |
|
| (62 | ) |
| — |
|
| (181 | ) |
| — |
|
| (4,672 | ) |
Income (loss) from continuing |
|
| 98,758 |
|
| 69,716 |
|
| 31,912 |
|
| 40,146 |
|
| 8,108 |
|
| (30,711 | ) |
| (20,413 | ) |
Income (loss) from discontinued |
|
| 58,339 |
|
| — |
|
| 58,081 |
|
| (40 | ) |
| — |
|
| — |
|
| 298 |
|
Net income (loss) |
|
| 157,097 |
|
| 69,716 |
|
| 89,993 |
|
| 40,106 |
|
| 8,108 |
|
| (30,711 | ) |
| (20,115 | ) |
Interest and debt expense (1) |
|
| 192,239 |
|
| 31,827 |
|
| 34,086 |
|
| 25,932 |
|
| 13,230 |
|
| 33,906 |
|
| 53,258 |
|
Depreciation and amortization(1) |
|
| 170,493 |
|
| 47,005 |
|
| 33,870 |
|
| 21,766 |
|
| 13,919 |
|
| 34,034 |
|
| 19,899 |
|
Income tax expense (benefit) (1) |
|
| 5,999 |
|
| — |
|
| 60 |
|
| — |
|
| 181 |
|
| (197 | ) |
| 5,955 |
|
EBITDA |
| $ | 525,828 |
| $ | 148,548 |
| $ | 158,009 |
| $ | 87,804 |
| $ | 35,438 |
| $ | 37,032 |
| $ | 58,997 |
|
The Washington, DC Office segment includes a $56,831 net gain on sale of real estate (included in “Income (loss) from discontinued operations, net”). The Other segment EBITDA includes a $3,468 net loss on the mark-to-market of derivative instruments, a $2,038 net gain on disposition of our 13.8% interest in GMH and a $726 write-off for costs of acquisitions not consummated.
___________________
See notes on page 45.
Net Income and EBITDA by Segment for the Three Months Ended June 30, 2008 and 2007 - continued
(Amounts in thousands) |
| For the Three Months Ended June 30, 2007 | ||||||||||||||||||||
|
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other (2) |
| |||||||
Property rentals |
| $ | 439,483 |
| $ | 152,850 |
| $ | 112,962 |
| $ | 80,070 |
| $ | 57,483 |
| $ | — |
| $ | 36,118 |
|
Straight-line rents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual rent increases |
|
| 10,824 |
|
| 4,526 |
|
| 2,573 |
|
| 2,911 |
|
| 629 |
|
| — |
|
| 185 |
|
Amortization of free rent |
|
| 10,497 |
|
| 5,726 |
|
| 3,753 |
|
| 239 |
|
| 567 |
|
| — |
|
| 212 |
|
Amortization of acquired below- |
|
| 20,327 |
|
| 10,387 |
|
| 1,160 |
|
| 7,608 |
|
| 90 |
|
| — |
|
| 1,082 |
|
Total rentals |
|
| 481,131 |
|
| 173,489 |
|
| 120,448 |
|
| 90,828 |
|
| 58,769 |
|
| — |
|
| 37,597 |
|
Tenant expense reimbursements |
|
| 77,267 |
|
| 29,642 |
|
| 11,281 |
|
| 28,887 |
|
| 4,914 |
|
| — |
|
| 2,543 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant cleaning revenue |
|
| 10,527 |
|
| 13,062 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (2,535 | ) |
Management and leasing fees |
|
| 2,804 |
|
| 974 |
|
| 1,972 |
|
| 580 |
|
| (19 | ) |
| — |
|
| (703 | ) |
Lease termination fees |
|
| 1,295 |
|
| 100 |
|
| 131 |
|
| 902 |
|
| 162 |
|
| — |
|
| — |
|
Other |
|
| 10,196 |
|
| 4,242 |
|
| 4,171 |
|
| 301 |
|
| 2,152 |
|
| — |
|
| (670) |
|
Total revenues |
|
| 583,220 |
|
| 221,509 |
|
| 138,003 |
|
| 121,498 |
|
| 65,978 |
|
| — |
|
| 36,232 |
|
Operating expenses |
|
| 227,212 |
|
| 93,287 |
|
| 44,667 |
|
| 41,688 |
|
| 31,796 |
|
| — |
|
| 15,774 |
|
Depreciation and amortization |
|
| 110,768 |
|
| 36,744 |
|
| 28,577 |
|
| 22,109 |
|
| 10,756 |
|
| — |
|
| 12,582 |
|
General and administrative |
|
| 49,789 |
|
| 5,502 |
|
| 6,079 |
|
| 6,329 |
|
| 6,929 |
|
| — |
|
| 24,950 |
|
Costs of acquisition not consummated |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
Total expenses |
|
| 387,769 |
|
| 135,533 |
|
| 79,323 |
|
| 70,126 |
|
| 49,481 |
|
| — |
|
| 53,306 |
|
Operating income (loss) |
|
| 195,451 |
|
| 85,976 |
|
| 58,680 |
|
| 51,372 |
|
| 16,497 |
|
| — |
|
| (17,074 | ) |
Income applicable to Alexander’s |
|
| 9,484 |
|
| 190 |
|
| — |
|
| 164 |
|
| — |
|
| — |
|
| 9,130 |
|
Loss applicable to Toys |
|
| (20,029 | ) |
| — |
|
| — |
|
| — |
|
| — |
|
| (20,029 | ) |
| — |
|
Income from partially owned entities |
|
| 8,195 |
|
| 1,900 |
|
| 3,743 |
|
| 2,093 |
|
| 448 |
|
| — |
|
| 11 |
|
Interest and other investment income |
|
| 119,689 |
|
| 469 |
|
| 738 |
|
| 117 |
|
| 93 |
|
| — |
|
| 118,272 |
|
Interest and debt expense |
|
| (140,293 | ) |
| (32,113 | ) |
| (30,520 | ) |
| (19,775 | ) |
| (13,048 | ) |
| — |
|
| (44,837 | ) |
Net gain on disposition of wholly |
|
| 15,778 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 15,778 |
|
Minority interest of partially owned |
|
| 1,346 |
|
| (569 | ) |
| — |
|
| 11 |
|
| — |
|
| — |
|
| 1,904 |
|
Income (loss) before income taxes |
|
| 189,621 |
|
| 55,853 |
|
| 32,641 |
|
| 33,982 |
|
| 3,990 |
|
| (20,029 | ) |
| 83,184 |
|
Income tax expense |
|
| (2,508 | ) |
| — |
|
| (1,867 | ) |
| (182 | ) |
| (199 | ) |
| — |
|
| (260 | ) |
Income (loss) from continuing operations |
|
| 187,113 |
|
| 55,853 |
|
| 30,774 |
|
| 33,800 |
|
| 3,791 |
|
| (20,029 | ) |
| 82,924 |
|
Income (loss) from discontinued operations |
|
| 474 |
|
| — |
|
| 1,075 |
|
| (44 | ) |
| — |
|
| — |
|
| (557 | ) |
Net income (loss) |
|
| 187,587 |
|
| 55,853 |
|
| 31,849 |
|
| 33,756 |
|
| 3,791 |
|
| (20,029 | ) |
| 82,367 |
|
Interest and debt expense (1) |
|
| 202,843 |
|
| 31,831 |
|
| 32,095 |
|
| 22,478 |
|
| 13,264 |
|
| 40,984 |
|
| 62,191 |
|
Depreciation and amortization(1) |
|
| 165,990 |
|
| 36,600 |
|
| 33,466 |
|
| 22,912 |
|
| 10,890 |
|
| 33,303 |
|
| 28,819 |
|
Income tax (benefit) expense (1) |
|
| (8,071 | ) |
| 1,100 |
|
| 3,831 |
|
| 182 |
|
| 199 |
|
| (14,934 | ) |
| 1,551 |
|
EBITDA |
| $ | 548,349 |
| $ | 125,384 |
| $ | 101,241 |
| $ | 79,328 |
| $ | 28,144 |
| $ | 39,324 |
| $ | 174,928 |
|
The Other segment EBITDA includes a $72,074 net gain on mark-to-market of derivative instruments, a $15,778 net gain on sale of marketable equity securities and $1,677 for our share of India real estate ventures organization costs.
______________________________
See notes on following page.
Net Income and EBITDA by Segment for the Three Months Ended June 30, 2008 and 2007 - continued
Notes to preceding tabular information:
(1) | EBITDA represents “Earnings Before Interest, Taxes, Depreciation and Amortization.” We consider EBITDA a supplemental measure for making decisions and assessing the un-levered 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies. |
(2) | Other EBITDA is comprised of: |
(Amounts in thousands) |
| For the Three Months |
| ||||
|
| 2008 |
| 2007 |
| ||
Alexander’s |
| $ | 22,225 |
| $ | 17,166 |
|
555 California Street |
|
| 11,743 |
|
| 6,349 |
|
Lexington MLP |
|
| 7,391 |
|
| 5,984 |
|
Hotel Pennsylvania |
|
| 12,452 |
|
| 11,177 |
|
Industrial warehouses |
|
| 1,226 |
|
| 823 |
|
GMH |
|
| — |
|
| 4,177 |
|
Other investments |
|
| (2,235 | ) |
| 1,052 |
|
|
|
| 52,802 |
|
| 46,728 |
|
Corporate general and administrative expenses |
|
| (22,226 | ) |
| (20,990 | ) |
Costs of acquisitions not consummated |
|
| (726 | ) |
| — |
|
Investment income and other |
|
| 29,147 |
|
| 131,768 |
|
Discontinued operations of Americold (sold on March 31, 2008) |
|
| — |
|
| 17,422 |
|
|
| $ | 58,997 |
| $ | 174,928 |
|
Results of Operations – Three Months Ended June 30, 2008 Compared to June 30, 2007
Revenues
Our revenues, which consist of property rentals, tenant expense reimbursements, hotel revenues, trade shows revenues, amortization of acquired below market leases, and fee income, were $674,365,000 for the quarter ended June 30, 2008, compared to $583,220,000 in the prior year’s first quarter, an increase of $91,145,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Property rentals: |
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Other |
| ||||||
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1290 Avenue of the Americas |
| $ | 18,329 |
| $ | 18,329 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
555 California Street |
|
| 13,559 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 13,559 |
|
H Street (effect of consolidating from |
|
| 4,815 |
|
|
|
|
| 4,815 |
|
|
|
|
| — |
|
| — |
|
Other |
|
| 5,708 |
|
| — |
|
| 414 |
|
| 5,302 |
|
| (8 | ) |
| — |
|
Development/Redevelopment |
|
| (2,514 | ) |
| — |
|
| (551 | ) |
| (1,435 | ) |
| — |
|
| (528 | ) |
Amortization of acquired below market leases, net |
|
| 5,527 |
|
| 5,025 |
|
| (60 | ) |
| (37 | ) |
| (65 | ) |
| 664 |
|
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotel Pennsylvania |
|
| 2,052 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,052 | (1) |
Trade shows |
|
| 11,679 |
|
| — |
|
| — |
|
| — |
|
| 11,679 | (2) |
| — |
|
Leasing activity (see page 38) |
|
| 18,569 |
|
| 8,648 |
|
| 6,623 |
|
| 3,145 |
|
| 273 |
|
| (120 | ) |
Total increase in property rentals |
|
| 77,724 |
|
| 32,002 |
|
| 11,241 |
|
| 6,975 |
|
| 11,879 |
|
| 15,627 |
|
Tenant expense reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/development |
|
| 4,067 |
|
| 1,752 |
|
| 610 |
|
| 969 |
|
| — |
|
| 736 |
|
Operations |
|
| 3,564 |
|
| (319 | )(3) |
| 2,942 |
|
| 1,322 |
|
| (82 | ) |
| (299 | ) |
Total increase (decrease) in tenant expense |
|
| 7,631 |
|
| 1,433 |
|
| 3,552 |
|
| 2,291 |
|
| (82 | ) |
| 437 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease cancellation fee income |
|
| (734 | ) |
| 5 |
|
| (131 | ) |
| (612 | ) |
| 4 |
|
| — |
|
Management and leasing fees |
|
| 1,036 |
|
| 1,521 |
|
| (20 | ) |
| (382 | ) |
| 90 |
|
| (173 | ) |
BMS Cleaning revenue |
|
| 3,855 |
|
| 5,448 |
|
| — |
|
| — |
|
| — |
|
| (1,593 | )(4) |
Other |
|
| 1,633 |
|
| 73 |
|
| 730 |
|
| 218 |
|
| (519 | ) |
| 1,131 |
|
Total increase (decrease) in fee and |
|
| 5,790 |
|
| 7,047 |
|
| 579 |
|
| (776 | ) |
| (425 | ) |
| (635 | ) |
Total increase in revenues |
| $ | 91,145 |
| $ | 40,482 |
| $ | 15,372 |
| $ | 8,490 |
| $ | 11,372 |
| $ | 15,429 |
|
______________________________
(1) | Revenue per available room (“REVPAR”) was $152.70 for the three months ended June 30, 2008 compared to $139.21 for the prior year’s quarter. |
(2) | Primarily from (i) $5,879 due to the timing of three trade shows held in April 2008 versus March 2007, and (ii) higher revenues from the Art Chicago Show. |
(3) | Primarily from a decrease in real estate taxes and new tenant base years. |
(4) | Represents the elimination of inter-company cleaning revenue from our other operating segments upon consolidation. See page 47 for the elimination of inter-company cleaning charges. |
Results of Operations – Three Months Ended June 30, 2008 Compared to June 30, 2007 (continued)
Expenses
Our expenses, which consist of operating, depreciation and amortization and general and administrative expenses, were $438,317,000 for the quarter ended June 30, 2008, compared to $387,769,000 in the prior year’s quarter, an increase of $50,548,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
| |||||||||
Operating: |
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Other |
| |||||||
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1290 Avenue of the Americas |
| $ | 7,395 |
| $ | 7,395 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| |
555 California Street |
|
| 6,233 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 6,233 |
| |
H Street (effective of consolidating from |
|
| 1,073 |
|
|
|
|
| 1,073 |
|
|
|
|
|
|
|
| — |
| |
Other |
|
| 2,662 |
|
| — |
|
| 586 |
|
| 1,696 |
|
| 380 |
|
| — |
| |
Development/Redevelopment |
|
| (81 | ) |
| — |
|
| (253 | ) |
| 172 |
|
| — |
|
| — |
| |
Hotel activity |
|
| 683 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 683 |
| |
Trade shows activity |
|
| 1,687 |
|
| — |
|
| — |
|
| — |
|
| 1,687 | (1) |
| — |
| |
Operations |
|
| 9,494 |
|
| 6,119 | (2) |
| 6,880 |
|
| 2,790 |
|
| 1,743 |
|
| (8,038 | )(3) | |
Total increase (decrease) in operating |
|
| 29,146 |
|
| 13,514 |
|
| 8,286 |
|
| 4,658 |
|
| 3,810 |
|
| (1,122 | ) | |
Depreciation and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Acquisitions/Development |
|
| 7,484 |
|
| 9,756 |
|
| (2,774 | ) |
| (2,297 | ) |
| — |
|
| 2,799 |
| |
Operations (due to additions to buildings and improvements) |
|
| 12,696 |
|
| 2,952 |
|
| 6,301 |
|
| 744 |
|
| 3,030 |
|
| (331 | ) | |
Total increase (decrease) in depreciation and amortization |
|
| 20,180 |
|
| 12,708 |
|
| 3,527 |
|
| (1,553 | ) |
| 3,030 |
|
| 2,468 |
| |
General and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Acquisitions/Development and Other |
|
| 2,134 |
|
| (152 | ) |
| 259 |
|
| 1,245 |
|
| — |
|
| 782 |
| |
Operations |
|
| (1,638 | ) |
| (493 | ) |
| (1,010 | ) |
| 371 |
|
| 102 |
|
| (608 | ) | |
Total increase (decrease) in general and administrative |
|
| 496 |
|
| (645 | ) |
| (751 | ) |
| 1,616 |
|
| 102 |
|
| 174 |
| |
Costs of acquisitions not consummated |
|
| 726 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 726 |
| |
Total increase in expenses |
| $ | 50,548 |
| $ | 25,577 |
| $ | 11,062 |
| $ | 4,721 |
| $ | 6,942 |
| $ | 2,246 |
| |
______________________________
(1) | Primarily from the timing of three trade shows held in April 2008 versus March 2007. |
(2) | Primarily from a $4,667 increase in BMS operating expenses and a $3,454 increase in property level operating expenses, partially offset by, a $1,082 decrease in bad debt expense and a $920 decrease in real estate taxes. |
(3) | Primarily from an increase in the elimination of inter-company fees of our operating segments upon consolidation. |
Results of Operations – Three Months Ended June 30, 2008 Compared to June 30, 2007 (continued)
Income Applicable to Alexander’s
Our 32.6% share of Alexander’s net income (comprised of equity in net income, management, leasing, and development fees) was $15,351,000 for the three months ended June 30, 2008, compared to $9,484,000 for the prior year’s first quarter, an increase of $5,867,000. This increase was primarily due to $7,157,000 of income for our share of the reversal of accrued stock appreciation rights compensation expense in the current quarter, compared to $1,222,000 for our share of such income in the prior year’s quarter.
Loss Applicable to Toys
Our 32.7% share of Toys’ net loss (comprised of equity in net loss, interest income on loans receivable, and management fees) was $30,711,000 for the three months ended June 30, 2008, or $30,908,000 before our share of Toys’ income tax benefit, compared to $20,029,000, or $34,963,000 before our share of Toys’ income tax benefit for the prior year’s quarter.
Toys prepares its consolidated financial statements using the historical cost basis (“Recap basis”) of accounting. We account for our investment in Toys on the purchase accounting basis. In July 2008, in connection with an audit of Toys’ purchase accounting basis financial statements for its fiscal years 2006 and 2007, it was determined that the purchase accounting basis income tax expense was understated. Our share of this non-cash charge is $14,900,000, which we recognized as part of our equity in Toys’ net loss in the three months ended June 30, 2008. This non-cash charge has no effect on cash actually paid for income taxes or Toys’ previously issued Recap basis consolidated financial statements.
Historically, Toys’ fourth quarter net income, which we recorded on a lag basis in our first quarter, accounts for more than 80% of Toys’ fiscal year net income.
Results of Operations – Three Months Ended June 30, 2008 Compared to June 30, 2007 (continued)
Income (Loss) from Partially Owned Entities
Summarized below are the components of income (loss) from partially owned entities for the three months ended June 30, 2008 and 2007.
(Amounts in thousands, except share and per share amounts) |
| For The Three Months |
| ||||
Equity in Net Income (Loss): |
| 2008 |
| 2007 |
| ||
Beverly Connection: |
|
|
|
|
| ||
50% share of equity in net income (loss) (1) |
| $ | 2,326 |
| $ | (1,062 | ) |
Interest and fee income |
|
| 3,529 |
|
| 2,330 |
|
|
|
| 5,855 |
|
| 1,268 |
|
Lexington MLP – 7.7% share of equity in net income (loss) (2) |
|
| 60 |
|
| (242 | ) |
India real estate ventures – 4% to 36.5% share of equity in net losses (3) |
|
| (614 | ) |
| — |
|
GMH Communities L.P. – 13.8% share of equity in net income in 2007 (4) |
|
| — |
|
| 31 |
|
H Street partially owned entities – 50% share of equity in net income (5) |
|
| — |
|
| 3,089 |
|
Other (6) |
|
| (1,016 | ) |
| 4,049 |
|
|
| $ | 4,285 |
| $ | 8,195 |
|
________________________
(1) | The three months ended June 30, 2008 includes $4,100 for the reversal of a non-cash charge recorded by the joint venture in prior periods which, pursuant to paragraph 19(n) of APB Opinion 18 “The Equity Method of Accounting For Investments In Common Stock,” should have been eliminated in the determination of our share of the earnings of the venture. |
(2) | We recognize our share of Lexington MLP’s net earnings on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to the time that Lexington files its financial statements. |
(3) | We are a partner in four joint ventures established to develop real estate in India’s leading cities. During the six months ended June 30, 2008, we funded $39,077 of cash to the four ventures, including $34,077 to the India Property Fund L.P. (“IPF”). As of June 30, 2008, our aggregate investment in these four ventures was $83,524 and our remaining capital commitment to these ventures is $91,923, of which $80,923 is to IPF. At June 30, 2008 and December 31, 2007, our ownership interest in IPF was 36.5% and 50.6%, respectively. Based on the reduction of our ownership interest in 2008, we no longer consolidate the accounts of IPF into our consolidated financial statements and beginning on January 1, 2008 we account for our investment in IPF under the equity method. |
(4) | Pursuant to the sale of GMH’s military housing division and the merger of its student housing division with American Campus Communities, Inc (“ACC”) (NYSE: ACC), in June 2008, we received an aggregate of $105,180, consisting of $82,142 in cash and 753,126 shares of ACC common stock valued at $23,038 based on ACC’s then closing share price of $30.59, in exchange for our entire interest in GMH. We subsequently sold all of the ACC common shares. The above transactions resulted in a net gain of $2,038, which was recognized in the quarter ended June 30, 2008, and is included as a component of “net gains on disposition of wholly owned and partially owned assets other than depreciable real estate” in our consolidated statement of income. |
(5) | On April 30, 2007, we acquired the corporations that own the remaining 50% interest in these entities. As of April 30, 2007, we consolidate the accounts of these entities into our consolidated financial statements and no longer account for them on the equity method. |
(6) | Includes our equity in net earnings of partially owned entities, including partially owned office buildings in New York and Washington, DC, the Monmouth Mall, Dune Capital LP, Verde Group LLC, and others. |
Results of Operations – Three Months Ended June 30, 2008 Compared to June 30, 2007 (continued)
Interest and Other Investment Income
Interest and other investment income (mark-to-market of derivative positions, interest income on mortgage loans receivable, other interest income and dividend income) was $23,793,000 for the three months ended June 30, 2008, compared to $119,689,000 in the prior year’s quarter, a decrease of $95,896,000. This decrease resulted primarily from:
(Amounts in thousands) |
|
|
|
|
Derivative positions in marketable equity securities – net loss of $3,468 this quarter compared |
| $ | (75,542 | ) |
Decrease in interest income as a result of lower average yields on investments |
|
| (13,902 | ) |
Other, net |
|
| (6,452 | ) |
|
| $ | (95,896 | ) |
Interest and Debt Expense
Interest and debt expense was $150,316,000 in the three months ended June 30, 2008, compared to $140,293,000 in the prior year’s quarter, an increase of $10,023,000. This increase resulted primarily from $19,966,000 of interest expense on $929,811,000 of debt resulting from property acquisitions and refinancings subsequent to the second quarter of 2007, partially offset by reductions in interest expense of (i) $4,095,000 as a result of repaying the $500 million senior unsecured debentures in May 2007, (ii) $3,586,000 due to a 2.77% decrease in weighted average interest rates on our variable rate debt, and (iii) $2,622,000 of higher capitalized interest due to a larger amount of assets under development.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets Other than Depreciable Real Estate
Net gains on disposition of wholly owned and partially owned assets other than depreciable real estate was $3,386,000 in the three months ended June 30, 2008, compared to $15,778,000 in the three months ended June 30, 2007. The three months ended June 30, 2008 includes a $2,038,000 net gain on disposition of our 13.8% interest in GMH and net gains on sale of marketable securities. The three months ended June 30, 2007 represents net gains on sale of marketable securities.
Minority Interest of Partially Owned Entities
Minority interest of partially owned entities was income of $1,837,000 in the six months ended June 30, 2008, compared to income of $1,346,000 in the prior year’s three months and represents the minority partners’ pro rata share of the net loss of consolidated partially owned entities, including 1290 Avenue of the Americas, 555 California Street, 220 Central Park South, Wasserman and the Springfield Mall.
Income Tax Expense
Income tax expense was $4,915,000 in the quarter ended June 30, 2008, compared to $2,508,000 in the prior year’s quarter, an increase of $2,407,000. This increase was primarily due to the acquisitions of 1290 Avenue of the Americas and 555 California Street in May 2007.
Results of Operations – Three Months Ended June 30, 2008 Compared to June 30, 2007 (continued)
Discontinued Operations
The combined results of discontinued operations for the three months ended June 30, 2008 and 2007 include the operating results of Tysons Dulles Plaza, which was sold on June 10, 2008; Americold, which was sold on March 31, 2008; 19.6 acres of land we acquired as part of our acquisition of H Street, of which 11 acres were sold in September 2007; Vineland, New Jersey, which was sold on July 16, 2007; Crystal Mall Two, which was sold on August 9, 2007; and Arlington Plaza, which was sold on October 17, 2007.
(Amounts in thousands) |
| For the Three Months |
| ||||
|
| 2008 |
| 2007 |
| ||
Total revenues |
| $ | 2,940 |
| $ | 211,459 |
|
Total expenses |
|
| 1,432 |
|
| 210,985 |
|
Net income |
|
| 1,508 |
|
| 474 |
|
Net gain on sale of Tysons Dulles Plaza |
|
| 56,831 |
|
| — |
|
Income from discontinued operations |
| $ | 58,339 |
| $ | 474 |
|
Preferred Unit Distributions
Preferred unit distributions were $19,219,000 in the three months ended June 30, 2008, compared to $19,543,000 in the prior year’s quarter.
Results of Operations – Three Months Ended June 30, 2008 Compared to June 30, 2007 (continued)
EBITDA by Segment
Below are the details of the changes in EBITDA by segment for the three months ended June 30, 2008 from the three months ended June 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
(Amounts in thousands) |
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
|
| Other | ||||||||||
Three Months ended |
| $ | 548,349 |
| $ | 125,384 |
| $ | 101,241 |
| $ | 79,328 |
| $ | 28,144 |
| $ | 39,324 |
| $ | 174,928 | ||
2008 Operations: |
|
|
|
|
| 8,431 |
|
| 3,754 |
|
| 2,364 |
|
| 5,315 |
|
|
|
|
|
| ||
Acquisitions, dispositions and non-same store |
|
|
|
|
| 14,733 |
|
| 53,014 |
|
| 6,112 |
|
| 1,979 |
|
|
|
|
|
| ||
Three Months ended |
| $ | 525,828 |
| $ | 148,548 |
| $ | 158,009 |
| $ | 87,804 |
| $ | 35,438 |
| $ | 37,032 |
| $ | 58,997 | ||
% increase in |
|
|
|
|
| 7.0% |
|
| 3.9% |
|
| 3.3% |
|
| 15.2% | (2) |
|
|
|
|
| ||
__________________________
(1) | Represents the increase in property-level operations which were owned for the same period in each year and excludes the effect of property acquisitions, dispositions and other non-operating items that affect comparability, including divisional general and administrative expenses. We utilize this measure to make decisions on whether to buy or sell properties as well as to compare the performance of our properties to that of our peers. Same store operations may not be comparable to similarly titled measures employed by other companies. |
(2) | Results primarily from an increase in EBITDA from the Art Chicago trade show which operated at a loss in 2007, its initial year of operation. |
Net Income and EBITDA by Segment for the Six Months Ended June 30, 2008 and 2007
Below is a summary of net income and a reconciliation of net income to EBITDA(1) by segment for the six months ended June 30, 2008 and 2007.
(Amounts in thousands) | For the Six Months Ended June 30, 2008 |
| ||||||||||||||||||||
|
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other (2) |
| |||||||
Property rentals |
| $ | 1,002,450 |
| $ | 357,496 |
| $ | 249,485 |
| $ | 173,689 |
| $ | 126,439 |
| $ | — |
| $ | 95,341 |
|
Straight-line rents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual rent increases |
|
| 31,320 |
|
| 12,783 |
|
| 6,443 |
|
| 9,062 |
|
| 2,793 |
|
| — |
|
| 239 |
|
Amortization of free rent |
|
| 9,390 |
|
| 4,457 |
|
| 2,834 |
|
| (1,220 | ) |
| 2,664 |
|
| — |
|
| 655 |
|
Amortization of acquired below- |
|
| 49,129 |
|
| 30,741 |
|
| 2,216 |
|
| 12,525 |
|
| 58 |
|
| — |
|
| 3,589 |
|
Total rentals |
|
| 1,092,289 |
|
| 405,477 |
|
| 260,978 |
|
| 194,056 |
|
| 131,954 |
|
| — |
|
| 99,824 |
|
Tenant expense reimbursements |
|
| 172,058 |
|
| 62,598 |
|
| 30,048 |
|
| 64,868 |
|
| 9,421 |
|
| — |
|
| 5,123 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant cleaning revenue |
|
| 27,804 |
|
| 35,664 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (7,860 | ) |
Management and leasing fees |
|
| 7,808 |
|
| 3,897 |
|
| 5,108 |
|
| 563 |
|
| 211 |
|
| — |
|
| (1,971 | ) |
Lease termination fees |
|
| 3,014 |
|
| 2,029 |
|
| — |
|
| 665 |
|
| 320 |
|
| — |
|
| — |
|
Other |
|
| 20,674 |
|
| 8,250 |
|
| 9,101 |
|
| 140 |
|
| 3,073 |
|
| — |
|
| 110 |
|
Total revenues |
|
| 1,323,647 |
|
| 517,915 |
|
| 305,235 |
|
| 260,292 |
|
| 144,979 |
|
| — |
|
| 95,226 |
|
Operating expenses |
|
| 517,609 |
|
| 213,447 |
|
| 104,540 |
|
| 94,400 |
|
| 70,974 |
|
| — |
|
| 34,248 |
|
Depreciation and amortization |
|
| 261,558 |
|
| 95,227 |
|
| 68,970 |
|
| 41,692 |
|
| 25,573 |
|
| — |
|
| 30,096 |
|
General and administrative |
|
| 99,670 |
|
| 9,643 |
|
| 12,397 |
|
| 15,707 |
|
| 14,502 |
|
| — |
|
| 47,421 |
|
Costs of acquisition not consummated |
|
| 3,009 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,009 |
|
Total expenses |
|
| 881,846 |
|
| 318,317 |
|
| 185,907 |
|
| 151,799 |
|
| 111,049 |
|
| — |
|
| 114,774 |
|
Operating income (loss) |
|
| 441,801 |
|
| 199,598 |
|
| 119,328 |
|
| 108,493 |
|
| 33,930 |
|
| — |
|
| (19,548 | ) |
Income applicable to Alexander’s |
|
| 23,280 |
|
| 379 |
|
| — |
|
| 338 |
|
| — |
|
| — |
|
| 22,563 |
|
Income applicable to Toys |
|
| 49,651 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 49,651 |
|
| — |
|
(Loss) income from partially owned |
|
| (26,068 | ) |
| 5,137 |
|
| 2,852 |
|
| 9,864 |
|
| 820 |
|
| — |
|
| (44,741 | ) |
Interest and other investment income |
|
| 37,897 |
|
| 1,423 |
|
| 1,230 |
|
| 330 |
|
| 172 |
|
| — |
|
| 34,742 |
|
Interest and debt expense |
|
| (298,495 | ) |
| (69,385 | ) |
| (62,762 | ) |
| (42,536 | ) |
| (26,040 | ) |
| — |
|
| (97,772 | ) |
Net gain on disposition of assets |
|
| 3,386 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,386 |
|
Minority interest of partially owned |
|
| 2,243 |
|
| (1,821 | ) |
| — |
|
| 74 |
|
| — |
|
| — |
|
| 3,990 |
|
Income (loss) before income taxes |
|
| 233,695 |
|
| 135,331 |
|
| 60,648 |
|
| 76,563 |
|
| 8,882 |
|
| 49,651 |
|
| (97,380 | ) |
Income tax benefit (expense) |
|
| 212,414 |
|
| — |
|
| 221,615 |
|
| (2 | ) |
| (391 | ) |
| — |
|
| (8,808 | ) |
Income (loss) from continuing |
|
| 446,109 |
|
| 135,331 |
|
| 282,263 |
|
| 76,561 |
|
| 8,491 |
|
| 49,651 |
|
| (106,188 | ) |
Income (loss) from discontinued |
|
| 170,420 |
|
| — |
|
| 59,068 |
|
| (560 | ) |
| — |
|
| — |
|
| 111,912 |
|
Net income |
|
| 616,529 |
|
| 135,331 |
|
| 341,331 |
|
| 76,001 |
|
| 8,491 |
|
| 49,651 |
|
| 5,724 |
|
Interest and debt expense (1) |
|
| 400,200 |
|
| 65,831 |
|
| 64,714 |
|
| 49,759 |
|
| 26,463 |
|
| 75,401 |
|
| 118,032 |
|
Depreciation and amortization(1) |
|
| 351,678 |
|
| 90,625 |
|
| 73,112 |
|
| 43,968 |
|
| 25,826 |
|
| 68,136 |
|
| 50,011 |
|
Income tax (benefit) expense (1) |
|
| (116,781 | ) |
| — |
|
| (221,612 | ) |
| 2 |
|
| 391 |
|
| 93,722 |
|
| 10,716 |
|
EBITDA |
| $ | 1,251,626 |
| $ | 291,787 |
| $ | 257,545 |
| $ | 169,730 |
| $ | 61,171 |
| $ | 286,910 |
| $ | 184,483 |
|
The Washington, DC Office segment includes a $222,174 reduction in income tax expense resulting from a reversal of deferred tax liabilities in connection with the acquisition of H Street, and a $56,831 net gain on sale of real estate (included in “Income (loss) from discontinued operations, net”). The Other segment EBITDA includes, a $112,690 net gain on sale of our 47.6% interest in Americold (included in “Income (loss) from discontinued operations, net”), a $34,200 write-off of pre-development costs, a $21,830 net loss on the mark-to-market of derivative instruments, a $10,300 reversal of a mezzanine loan loss accrual, a $9,073 impairment loss on a marketable equity security, a $3,009 write-off for costs of acquisitions not consummated and a $2,038 net gain on disposition of our 13.8% interest in GMH.
___________________
See notes on page 55.
Net Income and EBITDA by Segment for the Six Months Ended June 30, 2008 and 2007 - continued
(Amounts in thousands) |
| For the Six Months Ended June 30, 2007 | ||||||||||||||||||||
|
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other (2) |
| |||||||
Property rentals |
| $ | 836,911 |
| $ | 290,498 |
| $ | 215,764 |
| $ | 157,791 |
| $ | 118,509 |
| $ | — |
| $ | 54,349 |
|
Straight-line rents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual rent increases |
|
| 18,038 |
|
| 7,879 |
|
| 2,741 |
|
| 5,808 |
|
| 1,283 |
|
| — |
|
| 327 |
|
Amortization of free rent |
|
| 23,447 |
|
| 13,185 |
|
| 8,593 |
|
| 511 |
|
| 946 |
|
| — |
|
| 212 |
|
Amortization of acquired below- |
|
| 34,343 |
|
| 17,679 |
|
| 2,144 |
|
| 12,847 |
|
| 120 |
|
| — |
|
| 1,553 |
|
Total rentals |
|
| 912,739 |
|
| 329,241 |
|
| 229,242 |
|
| 176,957 |
|
| 120,858 |
|
| — |
|
| 56,441 |
|
Tenant expense reimbursements |
|
| 149,690 |
|
| 58,350 |
|
| 20,594 |
|
| 57,584 |
|
| 9,707 |
|
| — |
|
| 3,455 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenant cleaning revenue |
|
| 20,370 |
|
| 25,148 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| (4,778 | ) |
Management and leasing fees |
|
| 10,003 |
|
| 1,829 |
|
| 8,533 |
|
| 924 |
|
| 3 |
|
| — |
|
| (1,286 | ) |
Lease termination fees |
|
| 4,721 |
|
| 1,898 |
|
| 211 |
|
| 2,407 |
|
| 205 |
|
| — |
|
| — |
|
Other |
|
| 18,749 |
|
| 8,023 |
|
| 7,251 |
|
| 655 |
|
| 3,434 |
|
| — |
|
| (614 | ) |
Total revenues |
|
| 1,116,272 |
|
| 424,489 |
|
| 265,831 |
|
| 238,527 |
|
| 134,207 |
|
| — |
|
| 53,218 |
|
Operating expenses |
|
| 438,961 |
|
| 181,539 |
|
| 83,224 |
|
| 82,205 |
|
| 63,377 |
|
| — |
|
| 28,616 |
|
Depreciation and amortization |
|
| 198,921 |
|
| 66,549 |
|
| 53,280 |
|
| 39,392 |
|
| 21,847 |
|
| — |
|
| 17,853 |
|
General and administrative |
|
| 90,203 |
|
| 9,448 |
|
| 14,461 |
|
| 13,331 |
|
| 14,367 |
|
| — |
|
| 38,596 |
|
Costs of acquisition not consummated |
|
| 8,807 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 8,807 |
|
Total expenses |
|
| 736,892 |
|
| 257,536 |
|
| 150,965 |
|
| 134,928 |
|
| 99,591 |
|
| — |
|
| 93,872 |
|
Operating income (loss) |
|
| 379,380 |
|
| 166,953 |
|
| 114,866 |
|
| 103,599 |
|
| 34,616 |
|
| — |
|
| (40,654 | ) |
Income applicable to Alexander’s |
|
| 23,003 |
|
| 378 |
|
| — |
|
| 373 |
|
| — |
|
| — |
|
| 22,252 |
|
Income applicable to Toys |
|
| 38,632 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 38,632 |
|
| — |
|
Income from partially owned entities |
|
| 16,890 |
|
| 3,187 |
|
| 7,435 |
|
| 3,388 |
|
| 787 |
|
| — |
|
| 2,093 |
|
Interest and other investment income |
|
| 173,193 |
|
| 1,142 |
|
| 1,051 |
|
| 192 |
|
| 188 |
|
| — |
|
| 170,620 |
|
Interest and debt expense |
|
| (270,991 | ) |
| (61,581 | ) |
| (65,042 | ) |
| (39,783 | ) |
| (25,895 | ) |
| — |
|
| (78,690 | ) |
Net gain on disposition of wholly |
|
| 16,687 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 16,687 |
|
Minority interest of partially owned |
|
| 1,696 |
|
| (569 | ) |
| — |
|
| 58 |
|
| — |
|
| — |
|
| 2,207 |
|
Income before income taxes |
|
| 378,490 |
|
| 109,510 |
|
| 58,310 |
|
| 67,827 |
|
| 9,696 |
|
| 38,632 |
|
| 94,515 |
|
Income tax expense |
|
| (2,597 | ) |
| — |
|
| (1,643 | ) |
| (182 | ) |
| (512 | ) |
| — |
|
| (260 | ) |
Income from continuing operations |
|
| 375,893 |
|
| 109,510 |
|
| 56,667 |
|
| 67,645 |
|
| 9,184 |
|
| 38,632 |
|
| 94,255 |
|
Income (loss) from discontinued operations |
|
| 617 |
|
| — |
|
| 2,290 |
|
| (78 | ) |
| — |
|
| — |
|
| (1,595 | ) |
Net income |
|
| 376,510 |
|
| 109,510 |
|
| 58,957 |
|
| 67,567 |
|
| 9,184 |
|
| 38,632 |
|
| 92,660 |
|
Interest and debt expense (1) |
|
| 401,614 |
|
| 61,969 |
|
| 68,003 |
|
| 45,275 |
|
| 26,328 |
|
| 87,618 |
|
| 112,421 |
|
Depreciation and amortization(1) |
|
| 329,141 |
|
| 67,342 |
|
| 62,310 |
|
| 41,198 |
|
| 22,127 |
|
| 88,699 |
|
| 47,465 |
|
Income tax expense (1) |
|
| 47,513 |
|
| 1,100 |
|
| 5,463 |
|
| 182 |
|
| 512 |
|
| 38,463 |
|
| 1,793 |
|
EBITDA |
| $ | 1,154,778 |
| $ | 239,921 |
| $ | 194,733 |
| $ | 154,222 |
| $ | 58,151 |
| $ | 253,412 |
| $ | 254,339 |
|
The Washington, DC Office segment includes $1,891 of expense for H Street litigation costs. The Other segment EBITDA includes a net gain of $81,451 on the mark-to-market of derivative instruments, a $16,687 net gain on sale of marketable equity securities, an $8,807 write-off for costs of acquisition not consummated and $1,677 for our share of India real estate ventures organization costs.
______________________________
See notes on following page.
Net Income and EBITDA by Segment for the Six Months Ended June 30, 2008 and 2007 - continued
Notes to preceding tabular information:
(1) | EBITDA represents “Earnings Before Interest, Taxes, Depreciation and Amortization.” We consider EBITDA a supplemental measure for making decisions and assessing the un-levered 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 a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies. |
(2) | Other EBITDA is comprised of: |
(Amounts in thousands) |
| For the Six Months |
| ||||
|
| 2008 |
| 2007 |
| ||
Alexander’s |
| $ | 37,112 |
| $ | 37,499 |
|
555 California Street |
|
| 23,388 |
|
| 6,349 |
|
Lexington MLP |
|
| 18,468 |
|
| 5,984 |
|
Hotel Pennsylvania |
|
| 17,865 |
|
| 14,781 |
|
Industrial warehouses |
|
| 2,664 |
|
| 2,196 |
|
GMH |
|
| — |
|
| 8,345 |
|
Other investments |
|
| (5,069 | ) |
| 4,963 |
|
|
|
| 94,428 |
|
| 80,117 |
|
Corporate general and administrative expenses |
|
| (42,468 | ) |
| (33,364 | ) |
Write-off of pre-development costs |
|
| (34,200 | ) |
| — |
|
Costs of acquisitions not consummated |
|
| (3,009 | ) |
| (8,807 | ) |
Investment income and other |
|
| 40,465 |
|
| 182,827 |
|
Discontinued operations of Americold (including a $112,690 net gain |
|
| 129,267 |
|
| 33,566 |
|
|
| $ | 184,483 |
| $ | 254,339 |
|
Results of Operations – Six Months Ended June 30, 2008 Compared to June 30, 2007 - continued
Revenues
Our revenues, which consist of property rentals, tenant expense reimbursements, hotel revenues, trade shows revenues, amortization of acquired below market leases, net of above market leases, and fee income, were $1,323,647,000 for the six months ended June 30, 2008, compared to $1,116,272,000 in the prior year’s six months, an increase of $207,375,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
| ||||||||
Property rentals: |
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Other |
| ||||||
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1290 Avenue of the Americas |
| $ | 46,780 |
| $ | 46,780 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
|
555 California Street |
|
| 37,301 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 37,301 |
|
H Street (effect of consolidating from |
|
| 19,330 |
|
| — |
|
| 19,330 |
|
| — |
|
| — |
|
| — |
|
Other |
|
| 17,847 |
|
| — |
|
| 1,280 |
|
| 11,948 |
|
| 4,619 |
|
| — |
|
Development/Redevelopment |
|
| (4,638 | ) |
| — |
|
| (2,100 | ) |
| (2,010 | ) |
| — |
|
| (528 | ) |
Amortization of acquired below market leases, net |
|
| 14,786 |
|
| 13,062 |
|
| 72 |
|
| (322 | ) |
| (62 | ) |
| 2,036 |
|
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotel Pennsylvania |
|
| 4,828 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 4,828 | (1) |
Trade shows |
|
| 6,479 |
|
| — |
|
| — |
|
| — |
|
| 6,479 |
|
| — |
|
Leasing activity (see page 38) |
|
| 36,837 |
|
| 16,394 |
|
| 13,154 |
|
| 7,483 |
|
| 60 |
|
| (254 | ) |
Total increase in property rentals |
|
| 179,550 |
|
| 76,236 |
|
| 31,736 |
|
| 17,099 |
|
| 11,096 |
|
| 43,383 |
|
Tenant expense reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/development |
|
| 12,588 |
|
| 6,041 |
|
| 2,235 |
|
| 2,463 |
|
| — |
|
| 1,849 |
|
Operations |
|
| 9,780 |
|
| (1,793 | )(2) |
| 7,219 |
|
| 4,821 |
|
| (286 | ) |
| (181 | ) |
Total increase (decrease) in tenant expense |
|
| 22,368 |
|
| 4,248 |
|
| 9,454 |
|
| 7,284 |
|
| (286 | ) |
| 1,668 |
|
Fee and other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease cancellation fee income |
|
| (1,707 | ) |
| 131 |
|
| (211 | ) |
| (1,742 | ) |
| 115 |
|
| — |
|
Management and leasing fees |
|
| (2,195 | ) |
| 2,068 |
|
| (3,425 | )(3) |
| (361 | ) |
| 208 |
|
| (685 | ) |
BMS Cleaning revenue |
|
| 7,434 |
|
| 10,516 |
|
| — |
|
| — |
|
| — |
|
| (3,082 | )(4) |
Other |
|
| 1,925 |
|
| 227 |
|
| 1,850 |
|
| (515 | ) |
| (361 | ) |
| 724 |
|
Total increase (decrease) in fee and |
|
| 5,457 |
|
| 12,942 |
|
| (1,786 | ) |
| (2,618 | ) |
| (38 | ) |
| (3,043 | ) |
Total increase in revenues |
| $ | 207,375 |
| $ | 93,426 |
| $ | 39,404 |
| $ | 21,765 |
| $ | 10,772 |
| $ | 42,008 |
|
______________________________
(1) | Revenue per available room (“REVPAR”) was $131.12 for the six months ended June 30, 2008 compared to $114.31 for the prior year’s six months. |
(2) | Primarily from a decrease in real estate taxes and new tenant base years. |
(3) | Primarily from leasing fees in 2007 in connection with our management of a development project. |
(4) | Represents the elimination of inter-company cleaning revenue from our other operating segments upon consolidation. See page 57 for the elimination of inter-company cleaning charges. |
Results of Operations – Six Months Ended June 30, 2008 Compared to June 30, 2007 - continued
Expenses
Our expenses, which consist of operating, depreciation and amortization and general and administrative expenses, were $881,846,000 for the six months ended June 30, 2008, compared to $736,892,000 in the prior year’s six months, an increase of $144,954,000. Below are the details of the increase (decrease) by segment:
(Amounts in thousands) |
|
|
|
|
|
|
|
|
|
|
| |||||||||
Operating: |
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Other |
| |||||||
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
1290 Avenue of the Americas |
| $ | 19,148 |
| $ | 19,148 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| |
555 California Street |
|
| 17,442 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 17,442 |
| |
H Street (effective of consolidating from |
|
| 8,300 |
|
| — |
|
| 8,300 |
|
| — |
|
| — |
|
| — |
| |
Other |
|
| 10,067 |
|
| — |
|
| 1,386 |
|
| 4,273 |
|
| 4,408 |
|
| — |
| |
Development/Redevelopment |
|
| 51 |
|
| — |
|
| (812 | ) |
| 863 |
|
| — |
|
| — |
| |
Hotel activity |
|
| 1,618 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1,618 |
| |
Trade shows activity |
|
| 464 |
|
| — |
|
| — |
|
| — |
|
| 464 |
|
| — |
| |
Operations |
|
| 21,558 |
|
| 12,760 | (1) |
| 12,442 |
|
| 7,059 |
|
| 2,725 |
|
| (13,428 | )(2) | |
Total increase in operating expenses |
|
| 78,648 |
|
| 31,908 |
|
| 21,316 |
|
| 12,195 |
|
| 7,597 |
|
| 5,632 |
| |
Depreciation and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Increase due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Acquisitions/Development |
|
| 43,308 |
|
| 23,618 |
|
| 6,793 |
|
| 848 |
|
| — |
|
| 12,049 |
| |
Operations (due to additions to buildings and improvements) |
|
| 19,329 |
|
| 5,060 |
|
| 8,897 |
|
| 1,452 |
|
| 3,726 |
|
| 194 |
| |
Total increase in depreciation and amortization |
|
| 62,637 |
|
| 28,678 |
|
| 15,690 |
|
| 2,300 |
|
| 3,726 |
|
| 12,243 |
| |
General and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Increase (decrease) due to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Acquisitions/Development and Other |
|
| 6,339 |
|
| — |
|
| (14 | ) |
| 1,635 |
|
| — |
|
| 4,718 |
| |
Operations |
|
| 3,128 |
|
| 195 |
|
| (2,050 | ) |
| 741 |
|
| 135 |
|
| 4,107 | (3) | |
Total increase (decrease) in general and administrative |
|
| 9,467 |
|
| 195 |
|
| (2,064 | ) |
| 2,376 |
|
| 135 |
|
| 8,825 |
| |
Costs of acquisitions not consummated |
|
| (5,798 | ) |
| — |
|
| — |
|
| — |
|
| — |
|
| (5,798 | ) | |
Total increase in expenses |
| $ | 144,954 |
| $ | 60,781 |
| $ | 34,942 |
| $ | 16,871 |
| $ | 11,458 |
| $ | 20,902 |
| |
______________________________
(1) | Primarily from a $9,179 increase in BMS operating expenses and a $4,835 increase in property level operating expenses, partially offset by a $1,992 decrease in real estate taxes. |
(2) | Primarily from an increase in the elimination of inter-company fees of our operating segments upon consolidation. |
(3) | Primarily from an increase in compensation expense and professional fees. |
Results of Operations – Six Months Ended June 30, 2008 Compared to June 30, 2007 - continued
Income Applicable to Alexander’s
Our 32.6% share of Alexander’s net income (comprised of equity in net income, management, leasing, and development fees) was $23,280,000 for the six months ended June 30, 2008, compared to $23,003,000 for the prior year’s six months, an increase of $277,000.
Income Applicable to Toys
Our 32.7% share of Toys’ net income (comprised of equity in net income, interest income on loans receivable, and management fees) was $49,651,000 for the six months ended June 30, 2008, or $143,373,000 before our share of Toys’ income tax expense, compared to $38,632,000, or $77,095,000 before our share of Toys’ income tax expense for the prior year’s six months. Toys prepares its consolidated financial statements using the historical cost basis (“Recap basis”) of accounting. We account for our investment in Toys on the purchase accounting basis. In July 2008, in connection with an audit of Toys’ purchase accounting basis financial statements for its fiscal years 2006 and 2007, it was determined that the purchase accounting basis income tax expense was understated. Our share of this non-cash charge is $14,900,000, which we recognized as part of our equity in Toys’ net loss in the three months ended June 30, 2008. This non-cash charge has no effect on cash actually paid for income taxes or Toys’ previously issued Recap basis consolidated financial statements.
(Loss) Income from Partially Owned Entities
Summarized below are the components of (loss) income from partially owned entities for the six months ended June 30, 2008 and 2007.
(Amounts in thousands, except share and per share amounts) Equity in Net (Loss) Income: |
| For The Six Months |
| ||||
|
| 2008 |
| 2007 |
| ||
Beverly Connection: |
|
|
|
|
| ||
50% share of equity in net income (loss) (1) |
| $ | 635 |
| $ | (2,389 | ) |
Interest and fee income |
|
| 6,944 |
|
| 4,607 |
|
|
|
| 7,579 |
|
| 2,218 |
|
Lexington MLP – 7.7% share of equity in net income (loss) (2) |
|
| 1,887 |
|
| (242 | ) |
India real estate ventures – 4% to 36.5% share of equity in net loss (3) |
|
| (1,028 | ) |
| — |
|
GMH Communities L.P. – 13.8% share of equity in net loss in 2007 (4) |
|
| — |
|
| (281 | ) |
H Street partially owned entities – 50% share of equity in net income (5) |
|
| — |
|
| 4,311 |
|
Other (6) (7) |
|
| (34,506 | ) |
| 10,884 |
|
|
| $ | (26,068 | ) | $ | 16,890 |
|
________________________
| (1) | The six months ended June 30, 2008 includes $4,100 for the reversal of a non-cash charge recorded by the joint venture in prior periods which, pursuant to paragraph 19(n) of APB Opinion 18 “The Equity Method of Accounting For Investments In Common Stock,” should have been eliminated in the determination of our share of the earnings of the venture. |
| (2) | We recognize our share of Lexington MLP’s net earnings on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to the time that Lexington files its financial statements. |
| (3) | We are a partner in four joint ventures established to develop real estate in India’s leading cities. During the six months ended June 30, 2008, we funded $39,077 of cash to the four ventures, including $34,077 to the India Property Fund L.P. (“IPF”). As of June 30, 2008, our aggregate investment in these four ventures was $83,524 and our remaining capital commitment to these ventures is $91,923, of which $80,923 is to IPF. At June 30, 2008 and December 31, 2007, our ownership interest in IPF was 36.5% and 50.6%, respectively. Based on the reduction of our ownership interest in 2008, we no longer consolidate the accounts of IPF into our consolidated financial statements and beginning on January 1, 2008 we account for our investment in IPF under the equity method. |
| (4) | Pursuant to the sale of GMH’s military housing division and the merger of its student housing division with American Campus Communities, Inc (“ACC”) (NYSE: ACC), in June 2008, we received an aggregate of $105,180, consisting of $82,142 in cash and 753,126 shares of ACC common stock valued at $23,038 based on ACC’s then closing share price of $30.59, in exchange for our entire interest in GMH. We subsequently sold all of the ACC common shares. The above transactions resulted in a net gain of $2,038, which was recognized in the quarter ended June 30, 2008, and is included as a component of “net gains on disposition of wholly owned and partially owned assets other than depreciable real estate” in our consolidated statement of income. |
| (5) | On April 30, 2007, we acquired the corporations that own the remaining 50% interest in these entities. As of April 30, 2007, we consolidate the accounts of these entities into our consolidated financial statements and no longer account for them on the equity method. |
| (6) | Includes our equity in net earnings of partially owned entities, including partially owned office buildings in New York and Washington, DC, the Monmouth Mall, Dune Capital LP, Verde Group LLC, and others. |
| (7) | The six months ended June 30, 2008 includes a $34,200 write-off for our share of two joint ventures’ pre-development costs, of which $23,000 represents our 50% share of costs in connection with the abandonment of the “arena move”/Moynihan East portions of the Farley project. |
Results of Operations – Six Months Ended June 30, 2008 Compared to June 30, 2007 - continued
Interest and Other Investment Income
Interest and other investment income (mark-to-market of derivative positions, interest income on mortgage loans receivable, other interest income and dividend income) was $37,897,000 in the six months ended June 30, 2008, compared to $173,193,000 in the prior year’s six months, a decrease of $135,296,000. This decrease resulted primarily from:
(Amounts in thousands) |
|
|
|
|
Derivative positions in marketable equity securities – net loss of $21,830 in the current year’s six months compared to a net gain of $81,454 in the prior year’s six months |
| $ | (103,284 | ) |
Decrease in interest income as a result of lower average yields on investments |
|
| (29,292 | ) |
Partial reversal of MPH mezzanine loan loss accrual (see below) |
|
| 10,300 |
|
Marketable equity security - impairment loss |
|
| (9,073 | ) |
Other, net |
|
| (3,947 | ) |
|
| $ | (135,296 | ) |
On June 5, 2007, we acquired a 42% interest in two MPH mezzanine loans totaling $158,700,000, for $66,000,000 in cash. The loans, which were due on February 8, 2008 and have not been repaid, are subordinate to $2.9 billion of mortgage and other debt and secured by the equity interests in four New York City properties: Worldwide Plaza, 1540 Broadway office condominium, 527 Madison Avenue and Tower 56. As of December 31, 2007, we reduced the net carrying amount of the loans to $9,000,000 by recognizing a $57,000,000 non-cash charge which is included as a reduction of “interest and other investment income” on our consolidated statement of income. On April 2, 2008, we sold a sub-participation interest in the loans for $19,300,000. The sub-participation did not meet the criteria for sale accounting under Statement of Financial Accounting Standard No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SFAS 140”) because the sub-participant is not free to pledge or exchange the asset. In the first quarter of 2008, we reduced our valuation allowance from $57,000,000 to $46,700,000, resulting in the recognition of $10,300,000 of “interest and other investment income” in our consolidated statement of income in the six months ended June 30, 2008.
Interest and Debt Expense
Interest and debt expense was $298,495,000 in the six months ended June 30, 2008, compared to $270,991,000 in the prior year’s six months, an increase of $27,504,000. This increase resulted primarily from $45,632,000 of interest expense on $929,811,000 of debt resulting from property acquisitions and refinancings subsequent to the first half of 2007, partially offset by $9,177,000 of higher capitalized interest related to a larger amount of assets under development, and $5,771,000 as a result of debt extinguishments in 2007.
Net Gains on Disposition of Wholly Owned and Partially Owned Assets Other than Depreciable Real Estate
Net gains on disposition of wholly owned and partially owned assets other than depreciable real estate was $3,386,000 in the six months ended June 30, 2008, compared to $16,687,000 in the six months ended June 30, 2007. The six months ended June 30, 2008 includes a $2,038,000 net gain on disposition of our 13.8% interest in GMH and net gains on sale of marketable securities. The six months ended June 30, 2007 represents net gains on sale of marketable securities.
Minority Interest of Partially Owned Entities
Minority interest of partially owned entities was income of $2,243,000 in the six months ended June 30, 2008, compared to income of $1,696,000 in the prior years six months and represents the minority partners’ pro rata share of the net income or loss of consolidated partially owned entities, including 1290 Avenue of the Americas, 555 California Street, 220 Central Park South, Wasserman and the Springfield Mall.
Results of Operations – Six Months Ended June 30, 2008 Compared to June 30, 2007 - continued
Income Tax Benefit / Expense
In the six months ended June 30, 2008, we had an income tax benefit of $212,414,000, compared to an expense of $2,597,000 in the prior year’s six months, a decrease of $215,011,000. The decrease results from $222,174,000 for the reversal of deferred taxes recorded in connection with the acquisition of H Street. We were required to record these deferred tax liabilities because H Street and its partially owned entities were operated as C Corporations at the time they were acquired. As of January 16, 2008, we had completed all of the actions necessary to enable these entities to elect REIT status effective for the tax year beginning on January 1, 2008. Consequently, in the first quarter of 2008, we reversed the deferred tax liabilities and recognized an income tax benefit of $222,174,000 in our consolidated statement of income.
Discontinued Operations
The combined results of discontinued operations for the six months ended June 30, 2008 and 2007 include the operating results of Tysons Dulles Plaza, which was sold on June 10, 2008; Americold, which was sold on June 30, 2008; 19.6 acres of land we acquired as part of our acquisition of H Street, of which 11 acres were sold in September 2007; Vineland, New Jersey, which was sold on July 16, 2007; Crystal Mall Two, which was sold on August 9, 2007; and Arlington Plaza, which was sold on October 17, 2007.
(Amounts in thousands) |
| For the Six Months |
| ||||
|
| 2008 |
| 2007 |
| ||
Total revenues |
| $ | 222,361 |
| $ | 416,868 |
|
Total expenses |
|
| 222,042 |
|
| 416,251 |
|
Net income |
|
| 319 |
|
| 617 |
|
Net gain on sale of Americold |
|
| 112,690 |
|
| — |
|
Net gain on sale of Tysons Dulles Plaza |
|
| 56,831 |
|
| — |
|
Net gain on sale of real estate |
|
| 580 |
|
| — |
|
Income from discontinued operations |
| $ | 170,420 |
| $ | 617 |
|
Preferred Unit Distributions
Preferred unit distributions were $38,311,000 in the six months ended June 30, 2008, compared to $38,349,000 in the six months ended June 30, 2007.
Results of Operations – Six Months Ended June 30, 2008 Compared to June 30, 2007 - continued
EBITDA by Segment
Below are the details of the changes in EBITDA by segment for the six months ended June 30, 2008 from the six months ended June 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
(Amounts in thousands) |
| Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other | |||||||
Six Months ended |
| $ | 1,154,778 |
| $ | 239,921 |
| $ | 194,733 |
| $ | 154,222 |
| $ | 58,151 |
| $ | 253,412 |
| $ | 254,339 |
2008 Operations: |
|
|
|
|
| 15,905 |
|
| 10,369 |
|
| 5,950 |
|
| 3,276 |
|
|
|
|
|
|
Acquisitions, dispositions and non-same store |
|
|
|
|
| 35,961 |
|
| 52,443 |
|
| 9,558 |
|
| (256 | ) |
|
|
|
|
|
Six Months ended |
| $ | 1,251,626 |
| $ | 291,787 |
| $ | 257,545 |
| $ | 169,730 |
| $ | 61,171 |
| $ | 286,910 |
| $ | 184,483 |
% increase in |
|
|
|
|
| 6.7% |
|
| 5.7% |
|
| 4.2% |
|
| 4.5% |
|
|
|
|
|
|
__________________________
(1) | Represents the increase in property-level operations which were owned for the same period in each year and excludes the effect of property acquisitions, dispositions and other non-operating items that affect comparability, including divisional general and administrative expenses. We utilize this measure to make decisions on whether to buy or sell properties as well as to compare the performance of our properties to that of our peers. Same store operations may not be comparable to similarly titled measures employed by other companies. |
LIQUIDITY AND CAPITAL RESOURCES
We may from time to time seek to purchase or retire our outstanding debt securities though cash purchases and/or exchanges for our equity securities, in open market purchases, privately negotiated transactions or otherwise. Such purchases and/or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.
Cash Flows for the Six Months Ended June 30, 2008
Property rental income is our primary source of cash flow and is dependent upon the occupancy and rental rates of our properties. Other sources of liquidity to fund our cash requirements include proceeds from debt financings, including mortgage loans and corporate level unsecured borrowings; our $2.6 billion revolving credit facility; proceeds from the issuance of common and preferred equity; and asset sales. Our cash requirements include property operating expenses, capital improvements, tenant improvements, leasing commissions, distributions to our common and preferred unitholders, as well as acquisition and development costs. Our cash and cash equivalents were $1,712,032,000 at June 30, 2008, a $557,437,000 increase over the balance at December 31, 2007. This increase resulted from $453,516,000 of net cash provided by operating activities $68,758,000 of net cash provided by financing activities and $35,163,000 of net cash provided by investing activities. Property rental income represents our primary source of net cash provided by operating activities.
Our consolidated outstanding debt was $12,219,332,000 at June 30, 2008, a $323,294,000 increase over the balance at December 31, 2007. This increase resulted primarily from debt associated with property refinancings during the current quarter. As of June 30, 2008 and December 31, 2007, $0 and $405,656,000, respectively, was outstanding under our revolving credit facilities. During 2008 and 2009, $58,057,000 and $421,019,000 of our outstanding debt matures, respectively. We may refinance such debt or choose to repay all or a portion, using existing cash balances or our revolving credit facilities.
Our share of debt of unconsolidated subsidiaries was $2,998,810,000 at June 30, 2008, a $291,063,000 decrease from the balance at December 31, 2007. This resulted primarily from a decrease in our share of Toys “R” Us outstanding debt of $187,135,000 and $137,722,000 resulting from the disposition of our 13.8% interest in GMH.
Cash flows provided by operating activities of $453,516,000 was primarily comprised of (i) net income of $616,529,000, net of $196,954,000 of non-cash adjustments, including depreciation and amortization expense, the effect of straight-lining of rental income, equity in net income of partially owned entities, (ii) distributions of income from partially owned entities of $20,051,000, and (iii) the net change in operating assets and liabilities of $13,890,000.
Net cash provided by investing activities of $35,163,000 were primarily comprised of (i) proceeds from the sale of real estate and investments (primarily Americold and Tysons Dulles Plaza) of $350,591,000, (ii) distributions of capital from partially owned entities of $140,069,000 and (iii) proceeds received from repayments on mortgage loans receivable of $50,951,000, partially offset by, (iv) development and redevelopment expenditures of $253,159,000, (v) investments in partially owned entities of $96,277,000, (vi) additions to real estate of $97,804,000, (vii) acquisitions of real estate and related investments of $32,484,000 and (viii) investments in notes and mortgage loans receivable of $7,397,000.
Net cash provided by financing activities of $68,758,000 was primarily comprised of (i) proceeds from borrowings of $1,215,500,000, partially offset by, (ii) repayments of borrowings of $793,599,000, (iii) distributions to Class A unitholders of $304,081,000 and (iv) distribution to preferred unitholders of $38,449,000.
Capital Expenditures
Capital expenditures are categorized as follows:
Recurring -- capital improvements expended to maintain a property’s competitive position within the market and tenant improvements and leasing commissions for costs to re-lease expiring leases or renew or extend existing leases.
Non-recurring -- capital improvements completed in the year of acquisition and the following two years which were planned at the time of acquisition and tenant improvements and leasing commissions for space which was vacant at the time of acquisition of a property.
Development and redevelopment expenditures include all hard and soft costs associated with the development or redevelopment of a property, including tenant improvements, leasing commissions and capitalized interest and operating costs until the property is substantially complete and ready for its intended use.
LIQUIDITY AND CAPITAL RESOURCES - continued
Below are the details of capital expenditures, leasing commissions and development and redevelopment expenditures and a reconciliation of total expenditures on an accrual basis to the cash expended in the six months ended June 30, 2008.
(Amounts in thousands) | Office | Office | Mart | |||||||||||||||||||||||
Capital Expenditures (Accrual basis): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Expenditures to maintain the assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Recurring |
| $ | 26,259 |
| $ | 10,481 |
| $ | 5,432 |
| $ | 1,595 |
| $ | 7,089 |
| $ | 1,662 |
|
| ||||||
Non-recurring |
|
| 6,098 |
|
| 2,237 |
|
| 1,094 |
|
| — |
|
| — |
|
| 2,767 |
|
| ||||||
Total |
|
| 32,357 |
|
| 12,718 |
|
| 6,526 |
|
| 1,595 |
|
| 7,089 |
|
| 4,429 |
|
| ||||||
Tenant improvements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Recurring |
|
| 48,632 |
|
| 15,596 |
|
| 18,981 |
|
| 3,805 |
|
| 10,250 |
|
| — |
|
| ||||||
Non-recurring |
|
| 7,134 |
|
| 6,822 |
|
| — |
|
| 284 |
|
| — |
|
| 28 |
|
| ||||||
Total |
|
| 55,766 |
|
| 22,418 |
|
| 18,981 |
|
| 4,089 |
|
| 10,250 |
|
| 28 |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Leasing Commissions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Recurring |
|
| 16,633 |
|
| 10,101 |
|
| 4,183 |
|
| 523 |
|
| 1,826 |
|
| — |
|
| ||||||
Non-recurring |
|
| 6,004 |
|
| 5,908 |
|
| — |
|
| 75 |
|
| — |
|
| 21 |
|
| ||||||
Total |
|
| 22,637 |
|
| 16,009 |
|
| 4,183 |
|
| 598 |
|
| 1,826 |
|
| 21 |
|
| ||||||
Tenant improvements and leasing commissions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Per square foot |
| $ | 24.91 |
| $ | 48.90 |
| $ | 19.88 |
| $ | 9.49 |
| $ | 19.47 |
| $ | — |
|
| ||||||
Per square foot per annum |
| $ | 3.24 |
| $ | 5.43 |
| $ | 2.65 |
| $ | 1.24 |
| $ | 3.05 |
| $ | — |
|
| ||||||
Total Capital Expenditures and Leasing |
| $ | 110,760 |
| $ | 51,145 |
| $ | 29,690 |
| $ | 6,282 |
| $ | 19,165 |
| $ | 4,478 |
|
| ||||||
Adjustments to reconcile accrual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Expenditures in the current year |
|
| 72,689 |
|
| 36,925 |
|
| 11,116 |
|
| 3,262 |
|
| 18,515 |
|
| 2,871 |
|
| ||||||
Expenditures to be made in future |
|
| (65,053 | ) |
| (34,332 | ) |
| (18,158 | ) |
| (4,687 | ) |
| (7,827 | ) |
| (49 | ) |
| ||||||
Total Capital Expenditures and |
| $ | 118,396 |
| $ | 53,738 |
| $ | 22,648 |
| $ | 4,857 |
| $ | 29,853 |
| $ | 7,300 |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Development and Redevelopment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Bergen Town Center |
| $ | 55,902 |
| $ | — |
| $ | — |
| $ | 55,902 |
| $ | — |
| $ | — |
|
| ||||||
Wasserman venture |
|
| 29,910 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 29,910 |
|
| ||||||
220 Central Park South |
|
| 23,481 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 23,481 |
|
| ||||||
40 East 66th Street |
|
| 18,563 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 18,563 |
|
| ||||||
Crystal Plaza Two |
|
| 14,309 |
|
| — |
|
| 14,309 |
|
| — |
|
| — |
|
| — |
|
| ||||||
1999 K Street |
|
| 13,733 |
|
| — |
|
| 13,733 |
|
| — |
|
| — |
|
| — |
|
| ||||||
Manhattan Mall |
|
| 13,524 |
|
| — |
|
| — |
|
| 13,524 |
|
| — |
|
| — |
|
| ||||||
2101 L Street |
|
| 7,916 |
|
| — |
|
| 7,916 |
|
| — |
|
| — |
|
| — |
|
| ||||||
Springfield Mall |
|
| 6,100 |
|
| — |
|
| — |
|
| 6,100 |
|
| — |
|
| — |
|
| ||||||
North Bergen, New Jersey |
|
| 4,130 |
|
| — |
|
| — |
|
| 4,130 |
|
| — |
|
| — |
|
| ||||||
Green Acres Mall |
|
| 2,671 |
|
| — |
|
| — |
|
| 2,671 |
|
| — |
|
| — |
|
| ||||||
Other |
|
| 62,920 |
|
| 11,740 |
|
| 18,997 |
|
| 22,084 |
|
| 4,213 |
|
| 5,886 |
|
| ||||||
|
| $ | 253,159 |
| $ | 11,740 |
| $ | 54,955 |
| $ | 104,411 |
| $ | 4,213 |
| $ | 77,840 |
|
| ||||||
_______________________
(1) | Excludes development expenditures of partially owned, non-consolidated investments. |
LIQUIDITY AND CAPITAL RESOURCES - CONTINUED
Cash Flows for the Six Months Ended June 30, 2007
Our cash and cash equivalents were $743,506,000 at June 30, 2007, a $1,489,811,000 decrease over the balance at December 31, 2006. This decrease resulted from $3,166,571,000 of net cash used in investing activities, partially offset by, $1,377,322,000 of net cash provided by financing activities and $299,438,000 of net cash provided by operating activities. Property rental income represents our primary source of net cash provided by operating activities.
Our consolidated outstanding debt was $12,572,462,000 at June 30, 2007, a $3,017,664,000 increase over the balance at December 31, 2006. This increase resulted primarily from the issuance of $1.4 billion of convertible senior debentures due 2027 and from mortgage debt associated with asset acquisitions and property refinancings during the current quarter. As of June 30, 2007 and December 31, 2006, our revolving credit facility had a $94,000,000 balance and a zero outstanding balance, respectively.
Our share of debt of unconsolidated subsidiaries was $2,989,235,000 at June 30, 2007, a $333,772,000 decrease from the balance at December 31, 2006. This decrease resulted primarily from our $351,302,000 share of Toys’ decrease in outstanding debt.
Cash flows provided by operating activities of $299,438,000 was primarily comprised of (i) net income of $376,510,000, after adjustments of $12,260,000 for non-cash items, including depreciation and amortization expense, net gains from derivative positions, the effect of straight-lining of rental income, equity in net income of partially owned entities, and (ii) distributions of income from partially owned entities of $11,767,000, partially offset by (iii) the net change in operating assets and liabilities of $101,099,000.
Net cash used in investing activities of $3,166,571,000 was primarily comprised of (i) acquisitions of real estate of $2,585,928,000, (ii) investments in notes and mortgage loans receivable of $204,914,000, (iii) deposits in connection with real estate acquisitions and pre-acquisition costs of $20,691,000, (iv) investments in partially owned entities of $166,611,000, (v) development and redevelopment expenditures of $140,253,000, and (vi) investments in marketable securities of $151,024,000, partially offset by (vii) proceeds received from repayments on mortgage loans receivable of $113,291,000.
Net cash provided by financing activities of $1,377,322,000 was primarily comprised of (i) proceeds from borrowings of $2,510,217,000, of which $1,372,000,000 were proceeds received from Vornado from its offering of the 2.85% convertible senior debentures due 2027, partially offset by, (ii) repayments of borrowings of $714,873,000, (iii) distributions to Class A unitholders of $285,728,000, (iv) purchases of marketable securities in connection with the legal defeasance of mortgage notes payable of $86,653,000 and (v) distibution to preferred unitholders of $38,595,000.
LIQUIDITY AND CAPITAL RESOURCES - continued
Capital Expenditures
Below are the details of capital expenditures, leasing commissions and development and redevelopment expenditures and a reconciliation of total expenditures on an accrual basis to the cash expended in the six months ended June 30, 2007.
(Amounts in thousands) |
| Total |
| New York |
| Washington, |
| Retail |
| Merchandise |
|
| Other |
| ||||||
Capital Expenditures (Accrual basis): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures to maintain the assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring |
| $ | 16,697 |
| $ | 4,571 |
| $ | 5,813 |
| $ | 192 |
| $ | 6,121 |
|
| $ | — |
|
Non-recurring |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
| — |
|
Total |
|
| 16,697 |
|
| 4,571 |
|
| 5,813 |
|
| 192 |
|
| 6,121 |
|
|
| — |
|
Tenant improvements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring |
|
| 39,299 |
|
| 11,619 |
|
| 14,330 |
|
| 1,722 |
|
| 11,628 |
|
|
| — |
|
Non-recurring |
|
| 260 |
|
| — |
|
| — |
|
| 260 |
|
| — |
|
|
| — |
|
Total |
|
| 39,559 |
|
| 11,619 |
|
| 14,330 |
|
| 1,982 |
|
| 11,628 |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leasing Commissions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring |
|
| 15,985 |
|
| 6,728 |
|
| 4,692 |
|
| 2,258 |
|
| 2,307 |
|
|
| — |
|
Non-recurring |
|
| 111 |
|
| — |
|
| — |
|
| 111 |
|
| — |
|
|
| — |
|
Total |
|
| 16,096 |
|
| 6,728 |
|
| 4,692 |
|
| 2,369 |
|
| 2,307 |
|
|
| — |
|
Tenant improvements and leasing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per square foot |
| $ | 18.03 |
| $ | 40.95 |
| $ | 12.38 |
| $ | 11.68 |
| $ | 18.99 |
|
| $ | — |
|
Per square foot per annum |
| $ | 2.52 |
| $ | 5.85 |
| $ | 2.00 |
| $ | 1.32 |
| $ | 2.27 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital Expenditures and |
| $ | 72,352 |
| $ | 22,918 |
| $ | 24,835 |
| $ | 4,543 |
| $ | 20,056 |
|
| $ | — |
|
Adjustments to reconcile accrual |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures in the current year |
|
| 40,297 |
|
| 9,776 |
|
| 20,477 |
|
| 2,769 |
|
| 7,275 |
|
|
| — |
|
Expenditures to be made in future |
|
| (45,597 | ) |
| (15,736 | ) |
| (14,973 | ) |
| (3,947 | ) |
| (10,941 | ) |
|
| — |
|
Total Capital Expenditures and |
| $ | 67,052 |
| $ | 16,958 |
| $ | 30,339 |
| $ | 3,365 |
| $ | 16,390 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development and Redevelopment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bergen Town Center |
| $ | 32,747 |
| $ | — |
| $ | — |
| $ | 32,747 |
| $ | — |
|
| $ | — |
|
Crystal Mall Two |
|
| 18,663 |
|
| — |
|
| 18,663 |
|
| — |
|
| — |
|
|
| — |
|
Green Acres Mall |
|
| 16,975 |
|
| — |
|
| — |
|
| 16,975 |
|
| — |
|
|
| — |
|
2101 L Street |
|
| 15,502 |
|
| — |
|
| 15,502 |
|
| — |
|
| — |
|
|
| — |
|
North Bergen, New Jersey |
|
| 11,435 |
|
| — |
|
| — |
|
| 11,435 |
|
| — |
|
|
| — |
|
Wasserman venture |
|
| 9,605 |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
| 9,605 |
|
220 Central Park South |
|
| 7,251 |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
| 7,251 |
|
1925 K Street |
|
| 2,772 |
|
| — |
|
| 2,772 |
|
| — |
|
| — |
|
|
| — |
|
Springfield Mall |
|
| 2,617 |
|
| — |
|
| — |
|
| 2,617 |
|
| — |
|
|
| — |
|
Arlington Plaza |
|
| 1,810 |
|
| — |
|
| 1,810 |
|
| — |
|
| — |
|
|
| — |
|
1740 Broadway |
|
| 1,204 |
|
| 1,204 |
|
| — |
|
| — |
|
| — |
|
|
| — |
|
Other |
|
| 19,672 |
|
| 2,163 |
|
| 6,377 |
|
| 6,518 |
|
| — |
|
|
| 4,614 |
|
|
| $ | 140,253 |
| $ | 3,367 |
| $ | 45,124 |
| $ | 70,292 |
| $ | — |
|
| $ | 21,470 |
|
___________________________
(1) | Excludes development expenditures of partially owned, non-consolidated investments. |
SUPPLEMENTAL INFORMATION
Three Months Ended June 30, 2008 vs. Three Months Ended March 31, 2008
Our revenues and expenses are subject to seasonality during the year which impacts quarter-by-quarter net earnings, cash flows and funds from operations. The business of Toys is highly seasonal. Historically, Toys’ fourth quarter net income, which we recorded on a one-quarter lag basis in our first quarter, accounts for more than 80% of Toys’ fiscal year net income. The Office and Merchandise Mart segments have historically experienced higher utility costs in the first and third quarters of the year. The Merchandise Mart segment also has experienced higher earnings in the second and fourth quarters of the year due to major trade shows occurring in those quarters.
Below are the details of the changes in EBITDA by segment for the three months ended June 30, 2008 from the three months ended March 31, 2008.
(Amounts in thousands) | Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other |
| |||||||
For the three months ended | $ | 725,798 |
| $ | 143,239 |
| $ | 99,536 |
| $ | 81,926 |
| $ | 25,733 |
| $ | 249,878 |
| $ | 125,486 |
|
2008 Operations: |
|
|
|
| 4,044 |
|
| 1,364 |
|
| 520 |
|
| 10,210 |
|
|
|
|
|
|
|
Acquisitions, dispositions |
|
|
|
| 1,265 |
|
| 57,109 |
|
| 5,358 |
|
| (505 | ) |
|
|
|
|
|
|
For the three months | $ | 525,828 |
| $ | 148,548 |
| $ | 158,009 |
| $ | 87,804 |
| $ | 35,438 |
| $ | 37,032 |
| $ | 58,997 |
|
% increase in same store |
|
|
|
| 2.7 % |
|
| 1.3% |
|
| 0.7% |
|
| 30.7% | (2) |
|
|
|
|
|
|
______________________________________
| (1) | Represents the increase in property-level operations which were owned for the same period in each year and excludes the effect of property acquisitions, dispositions and other non-operating items that affect comparability, including divisional general and administrative expenses. We utilize this measure to make decisions on whether to buy or sell properties as well as to compare the performance of our properties to that of our peers. Same store operations may not be comparable to similarly titled measures employed by other companies. |
| (2) | Results from the timing of trade shows. |
The following table reconciles net income to EBITDA for the quarter ended March 31, 2008.
(Amounts in thousands) | Total |
| New York |
| Washington, DC |
| Retail |
| Merchandise |
| Toys |
| Other |
| |||||||
Net income for the | $ | 459,432 |
| $ | 65,615 |
| $ | 251,338 |
| $ | 35,895 |
| $ | 383 |
| $ | 80,362 |
| $ | 25,839 |
|
Interest and debt expense |
| 207,961 |
|
| 34,004 |
|
| 30,628 |
|
| 23,827 |
|
| 13,233 |
|
| 41,495 |
|
| 64,774 |
|
Depreciation and |
| 181,185 |
|
| 43,620 |
|
| 39,242 |
|
| 22,202 |
|
| 11,907 |
|
| 34,102 |
|
| 30,112 |
|
Income tax (benefit) |
| (122,780 | ) |
| — |
|
| (221,672 | ) |
| 2 |
|
| 210 |
|
| 93,919 |
|
| 4,761 |
|
EBITDA for the three | $ | 725,798 |
| $ | 143,239 |
| $ | 99,536 |
| $ | 81,926 |
| $ | 25,733 |
| $ | 249,878 |
| $ | 125,486 |
|
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 unit amounts) | As at June 30, 2008 |
| As at December 31, 2007 | |||||||||
Consolidated debt: | Balance |
| Weighted |
| Effect of 1% |
|
|
| Weighted | |||
Variable rate | $ | 1,448,793 |
| 3.79% |
| $ | 14,488 |
| $ | 1,113,181 |
| 5.86% |
Fixed rate |
| 10,770,539 |
| 5.19% |
|
| — |
|
| 10,782,857 |
| 5.24% |
| $ | 12,219,332 |
| 5.02% |
|
| 14,488 |
| $ | 11,896,038 |
| 5.29% |
Pro-rata share of debt of non- |
|
|
|
|
|
|
|
|
|
|
|
|
Variable rate – excluding Toys | $ | 266,851 |
| 4.33% |
|
| 2,668 |
| $ | 193,655 |
| 6.74% |
Variable rate – Toys |
| 903,944 |
| 5.23% |
|
| 9,039 |
|
| 1,072,431 |
| 7.14% |
Fixed rate (including $1,010,270, |
| 1,828,015 |
| 7.08% |
|
| — |
|
| 2,023,787 |
| 6.88% |
| $ | 2,998,810 |
| 6.28% |
|
| 11,707 |
| $ | 3,289,873 |
| 6.96% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total change in annual net income |
|
|
|
|
| $ | 26,195 |
|
|
|
|
|
Per Class A unit-diluted |
|
|
|
|
| $ | 0.15 |
|
|
|
|
|
We may utilize various financial instruments to mitigate the impact of interest rate fluctuations on our cash flows and earnings, including hedging strategies, depending on our analysis of the interest rate environment and the costs and risks of such strategies. As of June 30, 2008, variable rate debt with an aggregate principal amount of $410,998,000 and a weighted average interest rate of 3.80% was subject to LIBOR caps. These caps are based on a notional amount of $412,000,000 and cap LIBOR at a weighted average rate of 6.34%. As of June 30, 2008, we have investments in mezzanine loans with an aggregate carrying amount of $99,788,000 that are based on variable interest rates which partially mitigate our exposure to a change in interest rates on our variable rate debt.
Fair Value of Debt
As of June 30, 2008, the carrying amount of our debt exceeds its aggregate fair value by approximately $168,803,000, based on 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.
Derivative Instruments in Marketable Equity Securities
We have, and may in the future enter into, derivative positions in marketable equity securities that do not qualify for hedge accounting treatment. Because these derivatives do not qualify for hedge accounting treatment, the gains or losses resulting from their mark-to-market at the end of each reporting period are recognized as an increase or decrease in “interest and other investment income” on our consolidated statements of income. In addition, we are, and may in the future be, subject to additional expense based on the notional amount of the derivative positions and a specified spread over LIBOR. Because the market value of these instruments can vary significantly between periods, we may experience significant fluctuations in the amount of our investment income or expense.
During the three and six months ended June 30, 2008 we recognized net losses of $3,468,000 and $21,830,000, respectively, and during the three and six months ended June 30, 2007 we recognized net gains of $72,074,000, and $81,454,000, respectively, after all expenses and LIBOR charges.
Item 4. | Controls and Procedures |
Disclosure Controls and Procedures: Management of Vornado, with the participation of Vornado’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s 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 June 30, 2008, such disclosure controls and procedures were effective.
Internal Control Over Financial Reporting: There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities and 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, the Company’s 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, including the matters referred to below, are not expected to have a material adverse effect on our financial position, results of operations or cash flows.
Stop & Shop
On January 8, 2003, Stop & Shop filed a complaint with the United States District Court for the District of New Jersey (“USDC-NJ”) claiming that we had no right to reallocate and therefore continue to collect the $5,000,000 of annual rent from Stop & Shop pursuant to the Master Agreement and Guaranty, because of the expiration of the East Brunswick, Jersey City, Middletown, Union and Woodbridge leases to which the $5,000,000 of additional rent was previously allocated. Stop & Shop asserted that a prior order of the Bankruptcy Court for the Southern District of New York dated February 6, 2001, as modified on appeal to the District Court for the Southern District of New York on February 13, 2001, froze our right to re-allocate which effectively terminated our right to collect the additional rent from Stop & Shop. On March 3, 2003, after we moved to dismiss for lack of jurisdiction, Stop & Shop voluntarily withdrew its complaint. On March 26, 2003, Stop & Shop filed a new complaint in New York Supreme Court, asserting substantially the same claims as in its USDC-NJ complaint. We removed the action to the United States District Court for the Southern District of New York. In January 2005 that court remanded the action to the New York Supreme Court. On February 14, 2005, we served an answer in which we asserted a counterclaim seeking a judgment for all the unpaid additional rent accruing through the date of the judgment and a declaration that Stop & Shop will continue to be liable for the additional rent as long as any of the leases subject to the Master Agreement and Guaranty remain in effect. On May 17, 2005, we filed a motion for summary judgment. On July 15, 2005, Stop & Shop opposed our motion and filed a cross-motion for summary judgment. On December 13, 2005, the Court issued its decision denying the motions for summary judgment. Both parties appealed the Court’s decision and on December 14, 2006, the Appellate Court division issued a decision affirming the Court’s decision. On January 16, 2007, we filed a motion for the reconsideration of one aspect of the Appellate Court’s decision which was denied on March 13, 2007. We are currently engaged in discovery and anticipate that a trial date will be set for some time in 2008. We intend to vigorously pursue our claims against Stop & Shop. In our opinion, after consultation with legal counsel, the outcome of such matters will not have a material effect on our financial condition, results of operations or cash flows.
1290 Avenue of the Americas and 555 California Street
On May 24, 2007, we acquired a 70% controlling interest in 1290 Avenue of the Americas and the 555 California Street complex. Our 70% interest was acquired through the purchase of all of the shares of a group of foreign companies that own, through U.S. entities, the 1% sole general partnership interest and a 69% limited partnership interest in the partnerships that own the two properties. The remaining 30% limited partnership interest is owned by Donald J. Trump.
In August 2005, Mr. Trump brought a lawsuit in the New York State Supreme Court against, among others, the general partners of the partnerships referred to above. Mr. Trump’s claims arose out of a dispute over the sale price of and use of proceeds from, the sale of properties located on the former Penn Central rail yards between West 59th and 72nd Streets in Manhattan which were formerly owned by the partnerships. In decisions dated September 14, 2005 and July 24, 2006, the Court denied various of Mr. Trump’s motions and ultimately dismissed all of Mr. Trump’s claims, except for his claim seeking access to books and records. In a decision dated October 1, 2007, the Court determined that Mr. Trump had already received access to the books and records to which he was entitled, with the exception of certain documents which were subsequently delivered to Mr. Trump. Mr. Trump has sought re-argument and renewal on, and filed a notice of appeal in connection with, his dismissed claims.
In connection with the acquisition, we agreed to indemnify the sellers for liabilities and expenses arising out of Mr. Trump’s claim that the general partners of the partnerships we acquired did not sell the rail yards at a fair price or could have sold the rail yards for a greater price and any other claims asserted in the legal action; provided however, that if Mr. Trump prevails on certain claims involving partnership matters, other than claims relating to sale price, the sellers will be required to reimburse us for certain costs related to those claims. We believe that the claims relating to the sale price are without merit. All other allegations are not asserted as a basis for damages and regardless of merit would not be material to our consolidated financial statements.
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, 2007.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
None.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Submission of Matters to a Vote of Security Holders |
None.
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.
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: August 8, 2008 | By: | /s/ Joseph Macnow |
|
| Joseph Macnow, Executive Vice President - |
EXHIBIT INDEX
Exhibit No. |
|
|
|
|
3.1 |
| - | Articles of Restatement of Vornado Realty Trust, as filed with the State Department of Assessments and Taxation of Maryland on July 30, 2007 - Incorporated by reference to Exhibit 3.75 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 001-11954), filed on July 31, 2007 | * |
|
|
|
|
|
3.2 |
| - | Amended and Restated Bylaws of Vornado Realty Trust, as amended on March 2, 2000 - Incorporated by reference to Exhibit 3.12 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000 | * |
|
|
|
|
|
3.3 |
| - | Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of October 20, 1997 (the “Partnership Agreement”) – Incorporated by reference to Exhibit 3.26 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003 | * |
|
|
|
|
|
3.4 |
| - | Amendment to the Partnership Agreement, dated as of December 16, 1997 – Incorporated by reference to Exhibit 3.27 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003 | * |
|
|
|
|
|
3.5 |
| - | Second Amendment to the Partnership Agreement, dated as of April 1, 1998 – Incorporated by reference to Exhibit 3.5 to Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-50095), filed on April 14, 1998 | * |
|
|
|
|
|
3.6 |
| - | Third Amendment to the Partnership Agreement, dated as of November 12, 1998 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on November 30, 1998 | * |
|
|
|
|
|
3.7 |
| - | Fourth Amendment to the Partnership Agreement, dated as of November 30, 1998 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on February 9, 1999 | * |
|
|
|
|
|
3.8 |
| - | Fifth Amendment to the Partnership Agreement, dated as of March 3, 1999 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on March 17, 1999 | * |
|
|
|
|
|
3.9 |
| - | Sixth Amendment to the Partnership Agreement, dated as of March 17, 1999 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999 | * |
|
|
|
|
|
3.10 |
| - | Seventh Amendment to the Partnership Agreement, dated as of May 20, 1999 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999 | * |
|
|
|
|
|
3.11 |
| - | Eighth Amendment to the Partnership Agreement, dated as of May 27, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on July 7, 1999 | * |
|
|
|
|
|
3.12 |
| - | Ninth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999 | * |
|
|
|
|
|
3.13 |
| - | Tenth Amendment to the Partnership Agreement, dated as of September 3, 1999 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 25, 1999 | * |
|
|
|
|
|
|
|
| _______________________ |
|
3.14 |
| - | Eleventh Amendment to the Partnership Agreement, dated as of November 24, 1999 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 23, 1999 | * |
|
|
|
|
|
3.15 |
| - | Twelfth Amendment to the Partnership Agreement, dated as of May 1, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on May 19, 2000 | * |
|
|
|
|
|
3.16 |
| - | Thirteenth Amendment to the Partnership Agreement, dated as of May 25, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 16, 2000 | * |
|
|
|
|
|
3.17 |
| - | Fourteenth Amendment to the Partnership Agreement, dated as of December 8, 2000 - Incorporated by reference to Exhibit 3.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on December 28, 2000 | * |
|
|
|
|
|
3.18 |
| - | Fifteenth Amendment to the Partnership Agreement, dated as of December 15, 2000 - Incorporated by reference to Exhibit 4.35 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-68462), filed on August 27, 2001 | * |
|
|
|
|
|
3.19 |
| - | Sixteenth Amendment to the Partnership Agreement, dated as of July 25, 2001 - Incorporated by reference to Exhibit 3.3 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001 | * |
|
|
|
|
|
3.20 |
| - | Seventeenth Amendment to the Partnership Agreement, dated as of September 21, 2001 - Incorporated by reference to Exhibit 3.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 12, 2001 | * |
|
|
|
|
|
3.21 |
| - | Eighteenth Amendment to the Partnership Agreement, dated as of January 1, 2002 - Incorporated by reference to Exhibit 3.1 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 001-11954), filed on March 18, 2002 | * |
|
|
|
|
|
3.22 |
| - | Nineteenth Amendment to the Partnership Agreement, dated as of July 1, 2002 - Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File No. 001-11954), filed on August 7, 2002 | * |
|
|
|
|
|
3.23 |
| - | Twentieth Amendment to the Partnership Agreement, dated April 9, 2003 - Incorporated by reference to Exhibit 3.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 001-11954), filed on May 8, 2003 | * |
|
|
|
|
|
3.24 |
| - | Twenty-First Amendment to the Partnership Agreement, dated as of July 31, 2003 - Incorporated by reference to Exhibit 3.47 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 001-11954), filed on November 7, 2003 | * |
|
|
|
|
|
3.25 |
| - | Twenty-Second Amendment to the Partnership Agreement, dated as of November 17, 2003 – Incorporated by reference to Exhibit 3.49 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-11954), filed on March 3, 2004 | * |
|
|
|
|
|
3.26 |
| - | Twenty-Third Amendment to the Partnership Agreement, dated May 27, 2004 – Incorporated by reference to Exhibit 99.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on June 14, 2004 | * |
|
|
|
|
|
3.27 |
| - | Twenty-Fourth Amendment to the Partnership Agreement, dated August 17, 2004 – Incorporated by reference to Exhibit 3.57 to Vornado Realty Trust and Vornado Realty L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on January 26, 2005 | * |
|
|
|
|
|
|
|
| _______________________ |
|
3.28 |
| - | Twenty-Fifth Amendment to the Partnership Agreement, dated November 17, 2004 – Incorporated by reference to Exhibit 3.58 to Vornado Realty Trust and Vornado Realty L.P.’s Registration Statement on Form S-3 (File No. 333-122306), filed on January 26, 2005 | * |
|
|
|
|
|
3.29 |
| - | Twenty-Sixth Amendment to the Partnership Agreement, dated December 17, 2004 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2004 | * |
|
|
|
|
|
3.30 |
| - | Twenty-Seventh Amendment to the Partnership Agreement, dated December 20, 2004 – Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on December 21, 2004 | * |
|
|
|
|
|
3.31 |
| - | Twenty-Eighth Amendment to the Partnership Agreement, dated December 30, 2004 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on January 4, 2005 | * |
|
|
|
|
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3.32 |
| - | Twenty-Ninth Amendment to the Partnership Agreement, dated June 17, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 21, 2005 | * |
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3.33 |
| - | Thirtieth Amendment to the Partnership Agreement, dated August 31, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on September 1, 2005 | * |
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3.34 |
| - | Thirty-First Amendment to the Partnership Agreement, dated September 9, 2005 - Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on September 14, 2005 | * |
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3.35 |
| - | Thirty-Second Amendment and Restated Agreement of Limited Partnership, dated as of December 19, 2005 – Incorporated by reference to Exhibit 3.59 to Vornado Realty L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 000-22685), filed on May 8, 2006 | * |
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3.36 |
| - | Thirty-Third Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of April 25, 2006 – Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on May 1, 2006 | * |
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3.37 |
| - | Thirty-Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of May 2, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on May 3, 2006 | * |
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3.38 |
| - | Thirty-Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of August 17, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on August 23, 2006 | * |
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3.39 |
| - | Thirty-Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of October 2, 2006 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Form 8-K (File No. 000-22685), filed on January 22, 2007 | * |
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3.40 |
| - | Thirty-Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007 | * |
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| _______________________ |
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3.41 |
| - | Thirty-Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.2 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007 | * |
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3.42 |
| - | Thirty-Ninth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.3 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007 | * |
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3.43 |
| - | Fortieth Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of June 28, 2007 – Incorporated by reference to Exhibit 3.4 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 27, 2007 | * |
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3.44 |
| - | Forty-First Amendment to Second Amended and Restated Agreement of Limited Partnership, dated as of March 31, 2008 – Incorporated by reference to Exhibit 3.44 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (file No. 001-11954), filed on May 6, 2008 | * |
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4.1 |
| - | Indenture and Servicing Agreement, dated as of March 1, 2000, among Vornado Finance LLC, LaSalle Bank National Association, ABN Amro Bank N.V. and Midland Loan Services, Inc. - Incorporated by reference to Exhibit 10.48 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000 | * |
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4.2 |
| - | Indenture, dated as of June 24, 2002, between Vornado Realty L.P. and The Bank of New York, as Trustee - Incorporated by reference to Exhibit 4.1 to Vornado Realty L.P.’s Current Report on Form 8-K (File No. 000-22685), filed on June 24, 2002 | * |
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4.3 |
| - | Indenture, dated as of November 25, 2003, between Vornado Realty L.P. and The Bank of New York, as Trustee - Incorporated by reference to Exhibit 4.10 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 001-11954), filed on April 28, 2005 | * |
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4.4 |
| - | Indenture, dated as of November 20, 2006, among Vornado Realty Trust, as Issuer, Vornado Realty L.P., as Guarantor and The Bank of New York, as Trustee – Incorporated by reference to Exhibit 4.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on November 27, 2006 | * |
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| Certain instruments defining the rights of holders of long-term debt securities of Vornado Realty Trust and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Vornado Realty Trust hereby undertakes to furnish to the Securities and Exchange Commission, upon request, copies of any such instruments. |
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10.1 | ** | - | Vornado Realty Trust’s 1993 Omnibus Share Plan - Incorporated by reference to Exhibit 4.1 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 331-09159), filed on July 30, 1996 | * |
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10.2 | ** | - | Vornado Realty Trust’s 1993 Omnibus Share Plan, as amended - Incorporated by reference to Exhibit 4.1 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-29011), filed on June 12, 1997 | * |
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10.3 |
| - | Master Agreement and Guaranty, between Vornado, Inc. and Bradlees New Jersey, Inc. dated as of May 1, 1992 - Incorporated by reference to Vornado, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1992 (File No. 001-11954), filed May 8, 1992 | * |
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10.4 |
| - | Registration Rights Agreement between Vornado, Inc. and Steven Roth, dated December 29, 1992 - Incorporated by reference to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993 | * |
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| _______________________ |
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10.5 |
| - | Stock Pledge Agreement between Vornado, Inc. and Steven Roth dated December 29, 1992 - Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993 | * |
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10.6 |
| - | Management Agreement between Interstate Properties and Vornado, Inc. dated July 13, 1992 - Incorporated by reference to Vornado, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1992 (File No. 001-11954), filed February 16, 1993 | * |
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10.7 | ** | - | Employment Agreement, dated as of April 15, 1997, by and among Vornado Realty Trust, The Mendik Company, L.P. and David R. Greenbaum - Incorporated by reference to Exhibit 10.4 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on April 30, 1997 | * |
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10.8 |
| - | Consolidated and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated as of March 1, 2000, between Entities named therein (as Mortgagors) and Vornado (as Mortgagee) - Incorporated by reference to Exhibit 10.47 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000 | * |
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10.9 | ** | - | Promissory Note from Steven Roth to Vornado Realty Trust, dated December 23, 2005 – Incorporated by reference to Exhibit 10.15 to Vornado Realty Trust Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-11954), filed on February 28, 2006 | * |
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10.10 | ** | - | Letter agreement, dated November 16, 1999, between Steven Roth and Vornado Realty Trust - Incorporated by reference to Exhibit 10.51 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 001-11954), filed on March 9, 2000 | * |
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10.11 |
| - | Agreement and Plan of Merger, dated as of October 18, 2001, by and among Vornado Realty Trust, Vornado Merger Sub L.P., Charles E. Smith Commercial Realty L.P., Charles E. Smith Commercial Realty L.L.C., Robert H. Smith, individually, Robert P. Kogod, individually, and Charles E. Smith Management, Inc. - Incorporated by reference to Exhibit 2.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on January 16, 2002 | * |
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10.12 |
| - | Registration Rights Agreement, dated January 1, 2002, between Vornado Realty Trust and the holders of the Units listed on Schedule A thereto - Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 2002 | * |
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10.13 |
| - | Tax Reporting and Protection Agreement, dated December 31, 2001, by and among Vornado, Vornado Realty L.P., Charles E. Smith Commercial Realty L.P. and Charles E. Smith Commercial Realty L.L.C. - Incorporated by reference to Exhibit 10.3 to Vornado Realty Trust’s Current Report on Form 8-K/A (File No. 1-11954), filed on March 18, 2002 | * |
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10.14 | ** | - | Employment Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated March 8, 2002 - Incorporated by reference to Exhibit 10.7 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (File No. 001-11954), filed on May 1, 2002 | * |
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10.15 | ** | - | First Amendment, dated October 31, 2002, to the Employment Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated March 8, 2002 - Incorporated by reference to Exhibit 99.6 to the Schedule 13D filed by Michael D. Fascitelli on November 8, 2002 | * |
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| _______________________ |
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10.16 |
| - | Registration Rights Agreement, dated as of July 21, 1999, by and between Vornado Realty Trust and the holders of Units listed on Schedule A thereto - Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-102217), filed on December 26, 2002 | * |
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10.17 |
| - | Form of Registration Rights Agreement between Vornado Realty Trust and the holders of Units listed on Schedule A thereto - Incorporated by reference to Exhibit 10.3 to Vornado Realty Trust’s Registration Statement on Form S-3 (File No. 333-102217), filed on December 26, 2002 | * |
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10.18 |
| - | Amendment to Real Estate Retention Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc. and Vornado Realty L.P. - Incorporated by reference to Exhibit 10(i)(E)(3) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002 | * |
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10.19 |
| - | 59th Street Real Estate Retention Agreement, dated as of July 3, 2002, by and between Vornado Realty L.P., 731 Residential LLC and 731 Commercial LLC - Incorporated by reference to Exhibit 10(i)(E)(4) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002 | * |
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10.20 |
| - | Amended and Restated Management and Development Agreement, dated as of July 3, 2002, by and between Alexander’s, Inc., the subsidiaries party thereto and Vornado Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(1) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002 | * |
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10.21 |
| - | 59th Street Management and Development Agreement, dated as of July 3, 2002, by and between 731 Residential LLC, 731 Commercial LLC and Vornado Management Corp. - Incorporated by reference to Exhibit 10(i)(F)(2) to Alexander’s Inc.’s Quarterly Report for the quarter ended June 30, 2002 (File No. 001-06064), filed on August 7, 2002 | * |
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10.22 |
| - | Amendment dated May 29, 2002, to the Stock Pledge Agreement between Vornado Realty Trust and Steven Roth dated December 29, 1992 - Incorporated by reference to Exhibit 5 of Interstate Properties’ Schedule 13D/A dated May 29, 2002 (File No. 005-44144), filed on May 30, 2002 | * |
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10.23 | ** | - | Vornado Realty Trust’s 2002 Omnibus Share Plan - Incorporated by reference to Exhibit 4.2 to Vornado Realty Trust’s Registration Statement on Form S-8 (File No. 333-102216) filed December 26, 2002 | * |
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10.24 |
| - | Registration Rights Agreement by and between Vornado Realty Trust and Bel Holdings LLC dated as of November 17, 2003 – Incorporated by reference to Exhibit 10.68 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 001-11954), filed on March 3, 2004 | * |
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10.25 |
| - | Registration Rights Agreement, dated as of May 27, 2004, by and between Vornado Realty Trust and 2004 Realty Corp. – Incorporated by reference to Exhibit 10.75 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11954), filed on February 25, 2005 | * |
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10.26 |
| - | Registration Rights Agreement, dated as of December 17, 2004, by and between Vornado Realty Trust and Montebello Realty Corp. 2002 – Incorporated by reference to Exhibit 10.76 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11954), filed on February 25, 2005 | * |
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| _______________________ |
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10.27 | ** | - | Form of Stock Option Agreement between the Company and certain employees – Incorporated by reference to Exhibit 10.77 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11954), filed on February 25, 2005 | * |
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10.28 | ** | - | Form of Restricted Stock Agreement between the Company and certain employees – Incorporated by reference to Exhibit 10.78 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 001-11954), filed on February 25, 2005 | * |
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10.29 | ** | - | Employment Agreement between Vornado Realty Trust and Sandeep Mathrani, dated February 22, 2005 and effective as of January 1, 2005 – Incorporated by reference to Exhibit 10.76 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 001-11954), filed on April 28, 2005 | * |
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10.30 |
| - | Contribution Agreement, dated May 12, 2005, by and among Robert Kogod, Vornado Realty L.P. and certain Vornado Realty Trust’s affiliates – Incorporated by reference to Exhibit 10.49 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-11954), filed on February 28, 2006 | * |
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10.31 | ** | - | Amendment, dated March 17, 2006, to the Vornado Realty Trust Omnibus Share Plan – Incorporated by reference to Exhibit 10.50 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 (File No. 001-11954), filed on May 2, 2006 | * |
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10.32 | ** | - | Form of Vornado Realty Trust 2006 Out-Performance Plan Award Agreement, dated as of April 25, 2006 – Incorporated by reference to Exhibit 10.1 to Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on May 1, 2006 | * |
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10.33 | ** | - | Form of Vornado Realty Trust 2002 Restricted LTIP Unit Agreement – Incorporated by reference to Vornado Realty Trust’s Form 8-K (Filed No. 001-11954), filed on May 1, 2006 | * |
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10.34 |
| - | Revolving Credit Agreement, dated as of June 28, 2006, among the Operating Partnership, the banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. and Citicorp North America, Inc., as Syndication Agents, Deutsche Bank Trust Company Americas, Lasalle Bank National Association, and UBS Loan Finance LLC, as Documentation Agents and Vornado Realty Trust – Incorporated by reference to Exhibit 10.1 to Vornado Realty Trust’s Form 8-K (File No. 001-11954), filed on June 28, 2006 | * |
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10.35 | ** | - | Amendment No.2, dated May 18, 2006, to the Vornado Realty Trust Omnibus Share Plan – Incorporated by reference to Exhibit 10.53 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 001-11954), filed on August 1, 2006 | * |
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10.36 | ** | - | Amended and Restated Employment Agreement between Vornado Realty Trust and Joseph Macnow dated July 27, 2006 – Incorporated by reference to Exhibit 10.54 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 001-11954), filed on August 1, 2006 | * |
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10.37 |
| - | Guaranty, made as of June 28, 2006, by Vornado Realty Trust, for the benefit of JP Morgan Chase Bank – Incorporated by reference to Exhibit 10.53 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 001-11954), filed on October 31, 2006 | * |
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10.38 | ** | - | Amendment, dated October 26, 2006, to the Vornado Realty Trust Omnibus Share Plan – Incorporated by reference to Exhibit 10.54 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (File No. 001-11954), filed on October 31, 2006 | * |
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| _______________________ |
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10.39 | ** | - | Amendment to Real Estate Retention Agreement, dated January 1, 2007, by and between Vornado Realty L.P. and Alexander’s Inc. – Incorporated by reference to Exhibit 10.55 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-11954), filed on February 27, 2007 | * |
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10.40 | ** | - | Amendment to 59th Street Real Estate Retention Agreement, dated January 1, 2007, by and among Vornado Realty L.P., 731 Retail One LLC, 731 Restaurant LLC, 731 Office One LLC and 731 Office Two LLC. – Incorporated by reference to Exhibit 10.56 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 001-11954), filed on February 27, 2007 | * |
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10.41 |
| - | Stock Purchase Agreement between the Sellers identified and Vornado America LLC, as the Buyer, dated as of March 5, 2007 – Incorporated by reference to Exhibit 10.45 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-11954), filed on May 1, 2007 | * |
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10.42 | ** | - | Employment Agreement between Vornado Realty Trust and Mitchell Schear, as of April 19, 2007 – Incorporated by reference to Exhibit 10.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-11954), filed on May 1, 2007 | * |
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10.43 |
| - | Revolving Credit Agreement, dated as of September 28, 2007, among Vornado Realty L.P. as borrower, Vornado Realty Trust as General Partner, the Banks signatory thereto, each as a Bank, JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A. as Syndication Agent, Citicorp North America, Inc., Deutsche Bank Trust Company Americas, and UBS Loan Finance LLC as Documentation Agents, and J.P. Morgan Securities Inc. and Bank of America Securities LLC as Lead Arrangers and Bookrunners. - Incorporated by reference to Exhibit 10.1 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 4, 2007 | * |
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10.44 |
| - | Second Amendment to Revolving Credit Agreement, dated as of September 28, 2007, by and among Vornado Realty L.P. as borrower, Vornado Realty Trust as General Partner, the Banks listed on the signature pages thereof, and J.P. Morgan Chase Bank N.A., as Administrative Agent for the Banks - Incorporated by reference to Exhibit 10.2 to Vornado Realty Trust’s Current Report on Form 8-K (File No. 001-11954), filed on October 4, 2007 | * |
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10.45 | ** | - | Form of Vornado Realty Trust 2002 Omnibus Share Plan Non-Employee Trustee Restricted LTIP Unit Agreement – Incorporated by reference to Exhibit 10.45 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-11954) filed on February 26, 2008 | * |
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10.46 | ** | - | Form of Vornado Realty Trust 2008 Out-Performance Plan Award Agreement – Incorporated by reference to Exhibit 10.46 to Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 001-11954) filed on May 6, 2008 | * |
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15.1 |
| - | Letter Regarding Unaudited Interim Financial Information |
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31.1 |
| - | Rule 13a-14 (a) Certification of the Chief Executive Officer |
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31.2 |
| - | Rule 13a-14 (a) Certification of the Chief Financial Officer |
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32.1 |
| - | Section 1350 Certification of the Chief Executive Officer |
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32.2 |
| - | Section 1350 Certification of the Chief Financial Officer |
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| _______________________ |
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