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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):
October 28, 2019
 
VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland
 
No.
001-11954
 
No.
22-1657560
(State or Other
 
(Commission
 
(IRS Employer
Jurisdiction of Incorporation)
 
File Number)
 
Identification No.)
VORNADO REALTY L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware
 
No.
001-34482
 
No.
13-3925979
(State or Other
 
(Commission
 
(IRS Employer
Jurisdiction of Incorporation)
 
File Number)
 
Identification No.)
 
888 Seventh Avenue
 

 New York,
New York
 
10019
(Address of Principal Executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (212) 894-7000
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 
Securities registered pursuant to Section 12(b) of the Act:
Registrant
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Vornado Realty Trust
 
Common Shares of beneficial interest, $.04 par value per share
 
VNO
 
New York Stock Exchange
 
 
Cumulative Redeemable Preferred Shares of beneficial interest, liquidation preference $25.00 per share
 
 
 
 
Vornado Realty Trust
 
5.70% Series K
 
VNO/PK
 
New York Stock Exchange
Vornado Realty Trust
 
5.40% Series L
 
VNO/PL
 
New York Stock Exchange
Vornado Realty Trust
 
5.25% Series M
 
VNO/PM
 
New York Stock Exchange
 




Item 2.02. Results of Operations and Financial Condition.
On October 28, 2019, Vornado Realty Trust (the “Company”), the general partner of Vornado Realty L.P., issued a press release announcing its financial results for the third quarter of 2019.  That press release referred to certain supplemental financial information that is available on the Company’s website.  That press release and the supplemental financial information are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
Exhibits 99.1 and 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company or Vornado Realty L.P. under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished as part of this Current Report on Form 8-K:
 
 
Vornado Realty Trust Press Release Dated October 28, 2019
 
 
Vornado Realty Trust supplemental operating and financial data for the quarter ended September 30, 2019



2



SIGNATURE 
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 hereunto duly authorized.
 
VORNADO REALTY TRUST
 
(Registrant)
 
 
 
 
By:
/s/ Matthew Iocco
 
Name:
Matthew Iocco
 
Title:
Chief Accounting Officer (duly authorized
officer and principal accounting officer)
Date: October 29, 2019
 
SIGNATURE
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 hereunto duly authorized.
 
VORNADO REALTY L.P.
 
(Registrant)
 
By:
VORNADO REALTY TRUST,
 
 
Sole General Partner
 
 
 
 
By:
/s/ Matthew Iocco
 
Name:
Matthew Iocco
 
Title:
Chief Accounting Officer of Vornado
Realty Trust, sole General Partner of Vornado Realty
L.P. (duly authorized officer and principal accounting
officer)

Date: October 29, 2019



3

(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

EXHIBIT 99.1


400695431_vnortlogoblack2a17.jpg

Vornado Announces Third Quarter 2019 Financial Results

October 28, 2019 04:30 PM Eastern Standard Time

NEW YORK.......VORNADO REALTY TRUST (NYSE: VNO) reported today:

Quarter Ended September 30, 2019 Financial Results
NET INCOME attributable to common shareholders for the quarter ended September 30, 2019 was $322,906,000, or $1.69 per diluted share, compared to $190,645,000, or $1.00 per diluted share, for the prior year's quarter. Adjusting net income attributable to common shareholders for the items that impact the comparability of period-to-period net income listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the quarters ended September 30, 2019 and 2018 was $52,624,000 and $64,806,000, or $0.28 and $0.34 per diluted share, respectively.
FUNDS FROM OPERATIONS ("FFO") attributable to common shareholders plus assumed conversions (non-GAAP) for the quarter ended September 30, 2019 was $279,509,000, or $1.46 per diluted share, compared to $189,987,000, or $0.99 per diluted share, for the prior year's quarter.  Adjusting FFO attributable to common shareholders plus assumed conversions for the items that impact the comparability of period-to-period FFO listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the quarters ended September 30, 2019 and 2018 was $170,966,000 and $184,280,000, or $0.89 and $0.96 per diluted share, respectively.
Nine Months Ended September 30, 2019 Financial Results
NET INCOME attributable to common shareholders for the nine months ended September 30, 2019 was $2.905 billion, or $15.20 per diluted share, compared to $284,338,000, or $1.49 per diluted share, for the nine months ended September 30, 2018. Adjusting net income attributable to common shareholders for the items that impact the comparability of period-to-period net income listed in the table on the following page, net income attributable to common shareholders, as adjusted (non-GAAP) for the nine months ended September 30, 2019 and 2018 was $120,372,000 and $189,307,000, or $0.63 and $0.99 per diluted share, respectively.
FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the nine months ended September 30, 2019 was $691,522,000, or $3.62 per diluted share, compared to $519,640,000, or $2.72 per diluted share, for the nine months ended September 30, 2018. Adjusting FFO attributable to common shareholders plus assumed conversions for the items that impact the comparability of period-to-period FFO listed in the table on page 3, FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP) for the nine months ended September 30, 2019 and 2018 was $494,936,000 and $543,531,000, or $2.59 and $2.84 per diluted share, respectively.
The decreases in "net income attributable to common shareholders, as adjusted" and "FFO attributable to common shareholders plus assumed conversions, as adjusted" were partially due to (i) $8,986,000 (at share), or $0.04 per diluted share, from the non-cash write-off of straight-line rent receivables, (ii) $8,046,000, or $0.04 per diluted share, of non-cash expense for the time-based equity compensation granted in connection with the new leadership group announced in April 2019 and (iii) $11,055,000, or $0.05 per share, of non-cash expense for the accelerated vesting of previously issued OP Units and Vornado restricted stock due to the removal of the time-based vesting requirement for participants who have reached 65 years of age.


1


The following table reconciles our net income attributable to common shareholders to net income attributable to common shareholders, as adjusted (non-GAAP):
(Amounts in thousands, except per share amounts)
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Net income attributable to common shareholders
$
322,906

 
$
190,645

 
$
2,904,589

 
$
284,338

Per diluted share
$
1.69

 
$
1.00

 
$
15.20

 
$
1.49

 
 
 
 
 
 
 
 
Certain (income) expense items that impact net income attributable to common shareholders:
 
 
 
 
 
 
 
Net gains on sale of real estate (primarily our 25% interest in 330 Madison Avenue in 2019)
$
(178,769
)
 
$
(3,350
)
 
$
(178,769
)
 
$
(27,786
)
After-tax net gain on sale of 220 Central Park South ("220 CPS") condominium units
(109,035
)
 

 
(328,910
)
 

Mark-to-market decrease in Pennsylvania Real Estate Investment Trust ("PREIT") common shares (accounted for as a marketable security from March 12, 2019)
4,875

 

 
19,211

 

Our share of (income) loss from real estate fund investments
(1,455
)
 
748

 
22,207

 
(617
)
Net gain on sale of our ownership interests in 666 Fifth Avenue Office Condominium

 
(134,032
)
 

 
(134,032
)
Mark-to-market decrease (increase) in Lexington Realty Trust ("Lexington") common shares (sold on March 1, 2019)

 
7,942

 
(16,068
)
 
24,934

Previously capitalized internal leasing costs(1)

 
(1,444
)
 

 
(3,883
)
Net gain on transfer to Fifth Avenue and Times Square retail JV, net of $11,945 attributable to noncontrolling interests

 

 
(2,559,154
)
 

Non-cash impairment losses and related write-offs, substantially 608 Fifth Avenue

 

 
108,592

 

Net gain from sale of Urban Edge Properties ("UE") common shares (sold on March 4, 2019)

 

 
(62,395
)
 

Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022

 

 
22,540

 

Our share of disputed additional New York City transfer taxes

 

 

 
23,503

Preferred share issuance costs

 

 

 
14,486

Other
(4,811
)
 
(4,035
)
 
(857
)
 
2,061

 
(289,195
)
 
(134,171
)
 
(2,973,603
)
 
(101,334
)
Noncontrolling interests' share of above adjustments
18,913

 
8,332

 
189,386

 
6,303

Total of certain (income) expense items that impact net income attributable to common shareholders
$
(270,282
)
 
$
(125,839
)
 
$
(2,784,217
)
 
$
(95,031
)
 
 
 
 
 
 
 
 
Net income attributable to common shareholders, as adjusted (non-GAAP)
$
52,624

 
$
64,806

 
$
120,372

 
$
189,307

Per diluted share (non-GAAP)
$
0.28

 
$
0.34

 
$
0.63

 
$
0.99

____________________________________________________________
See notes on the following page.

2


The following table reconciles our FFO attributable to common shareholders plus assumed conversions (non-GAAP) to FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP):
(Amounts in thousands, except per share amounts)
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
FFO attributable to common shareholders plus assumed conversions (non-GAAP)(2)
$
279,509

 
$
189,987

 
$
691,522

 
$
519,640

Per diluted share (non-GAAP)
$
1.46

 
$
0.99

 
$
3.62

 
$
2.72

 
 
 
 
 
 
 
 
Certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions:
 
 
 
 
 
 
 
After-tax net gain on sale of 220 CPS condominium units
$
(109,035
)
 
$

 
$
(328,910
)
 
$

Our share of (income) loss from real estate fund investments
(1,455
)
 
748

 
22,207

 
(617
)
Previously capitalized internal leasing costs(1)

 
(1,444
)
 

 
(3,883
)
Non-cash impairment loss and related write-offs on 608 Fifth Avenue

 

 
77,156

 

Prepayment penalty in connection with redemption of $400 million 5.00% senior unsecured notes due January 2022

 

 
22,540

 

Our share of disputed additional New York City transfer taxes

 

 

 
23,503

Preferred share issuance costs

 

 

 
14,486

Other
(5,229
)
 
(5,389
)
 
(2,931
)
 
(7,854
)
 
(115,719
)
 
(6,085
)
 
(209,938
)
 
25,635

Noncontrolling interests' share of above adjustments
7,176

 
378

 
13,352

 
(1,744
)
Total of certain (income) expense items that impact FFO attributable to common shareholders plus assumed conversions, net
$
(108,543
)
 
$
(5,707
)
 
$
(196,586
)
 
$
23,891

 
 
 
 
 
 
 
 
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)
$
170,966

 
$
184,280

 
$
494,936

 
$
543,531

Per diluted share (non-GAAP)
$
0.89

 
$
0.96

 
$
2.59

 
$
2.84

____________________________________________________________
(1)
"Net income, as adjusted" and "FFO, as adjusted" for the three and nine months ended September 30, 2018 have been reduced by $1,444 and $3,883, or $0.01 and $0.02 per diluted share, respectively for previously capitalized internal leasing costs to present 2018 “as adjusted” financial results on a comparable basis with the current year as a result of the January 1, 2019 adoption of a new GAAP accounting standard under which internal leasing costs can no longer be capitalized.
(2)
See page 10 for a reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions (non-GAAP) for the three and nine months ended September 30, 2019 and 2018.

3


Dispositions:
220 CPS
During the three months ended September 30, 2019, we closed on the sale of 14 condominium units at 220 CPS for net proceeds aggregating $348,759,000 resulting in a financial statement net gain of $130,888,000 which is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income. In connection with these sales, $21,853,000 of income tax expense was recognized on our consolidated statements of income.
330 Madison Avenue
On July 11, 2019, we sold our 25% interest in 330 Madison Avenue to our joint venture partner. We received net proceeds of approximately $100,000,000 after deducting our share of the existing $500,000,000 mortgage loan resulting in a financial statement net gain of $159,292,000. The net gain is included in "net gains on disposition of wholly owned and partially owned assets" on our consolidated statements of income for the three and nine months ended September 30, 2019. The gain for tax purposes was approximately $139,000,000.
3040 M Street
On September 18, 2019, we completed the $49,750,000 sale of 3040 M Street, a 44,000 square foot retail building in Washington, DC, which resulted in a net gain of $19,477,000 which is included in “net gains on disposition of wholly owned and partially owned assets” on our consolidated statements of income for the three and nine months ended September 30, 2019. The gain for tax purposes was approximately $19,000,000.
Financings:
On July 25, 2019, a joint venture, in which we have a 50% interest, completed a $60,000,000 refinancing of 825 Seventh Avenue, a 165,000 square foot office building on the corner of 53rd Street and Seventh Avenue, of which $28,882,000 was outstanding as of September 30, 2019. The interest-only loan carries a rate of LIBOR plus 1.65% (3.78% as of September 30, 2019) and matures in 2022 with a one-year extension option. The loan replaces the previous $20,500,000 loan that bore interest at LIBOR plus 1.40% and was scheduled to mature in September 2019.

On September 5, 2019, a consolidated joint venture, in which we have a 50% interest, completed a $75,000,000 refinancing of 606 Broadway, a 35,000 square foot office and retail building on the northeast corner of Broadway and Houston Street in Manhattan, of which $67,500,000 was outstanding as of September 30, 2019. The interest-only loan carries a rate of LIBOR plus 1.80% (3.85% as of September 30, 2019) and matures in 2024. In connection therewith, the joint venture purchased an interest rate cap that caps LIBOR at a rate of 4.00%. The loan replaces the previous $65,000,000 construction loan. The construction loan bore interest at LIBOR plus 3.00% and was scheduled to mature in May 2021.
On September 27, 2019, we repaid the $575,000,000 mortgage loan on PENN2 with proceeds from our unsecured revolving credit facilities. The mortgage loan was scheduled to mature in December 2021, as fully extended. PENN2 is a 1,795,000 square foot office building located on the west side of 7th Avenue between 31st and 33rd Street currently under redevelopment.
Leasing:
197,000 square feet of New York Office space (171,000 square feet at share) at an initial rent of $80.44 per square foot and a weighted average lease term of 6.5 years. The GAAP and cash mark-to-market rent on the 108,000 square feet of second generation space were positive 28.5% and 22.7%, respectively. Tenant improvements and leasing commissions were $13.13 per square foot per annum, or 16.3% of initial rent.
26,000 square feet of New York Retail space (24,000 square feet at share) at an initial rent of $145.54 per square foot and a weighted average lease term of 5.4 years. The GAAP and cash mark-to-market rent on the 17,000 square feet of second generation space were positive 15.6% and 6.2%, respectively. Tenant improvements and leasing commissions were $8.31 per square foot per annum, or 5.7% of initial rent.
45,000 square feet at theMART at an initial rent of $48.54 per square foot and a weighted average lease term of 5.5 years. The GAAP and cash mark-to-market rent on the 43,000 square feet of second generation space were positive 14.9% and 6.7%, respectively. Tenant improvements and leasing commissions were $10.12 per square foot per annum, or 20.9% of initial rent.
50,000 square feet at 555 California Street (35,000 square feet at share) at an initial rent of $96.54 per square foot and a weighted average lease term of 8.5 years. The GAAP and cash mark-to-market rent on the 29,000 square feet of second generation space were positive 64.5% and 39.3%, respectively. Tenant improvements and leasing commissions were $9.94 per square foot per annum, or 10.3% of initial rent.

4


Same Store Net Operating Income ("NOI") At Share:
The percentage increase (decrease) in same store NOI at share and same store NOI at share - cash basis of our New York segment, theMART and 555 California Street are summarized below.
 
 
Total
 
New York(2)
 
theMART
 
555 California Street
Same store NOI at share % increase (decrease)(1):
 
 
 
 
 
 
 
 
Three months ended September 30, 2019 compared to September 30, 2018
0.9
 %
 
0.5
 %
 
(2.8
)%
 
13.9
 %
 
Nine months ended September 30, 2019 compared to September 30, 2018
0.6
 %
 
(0.2
)%
 
2.2
 %
 
11.9
 %
 
Three months ended September 30, 2019 compared to June 30, 2019
(0.8
)%
 
1.9
 %
 
(21.2
)%
 
(1.1
)%
 
 
 
 
 
 
 
 
 
Same store NOI at share - cash basis % increase (decrease)(1):
 
 
 
 
 
 
 
 
Three months ended September 30, 2019 compared to September 30, 2018
1.0
 %
 
0.3
 %
 
(1.0
)%
 
17.7
 %
 
Nine months ended September 30, 2019 compared to September 30, 2018
2.7
 %
 
1.6
 %
 
5.5
 %
 
15.7
 %
 
Three months ended September 30, 2019 compared to June 30, 2019
(2.7
)%
 
(0.4
)%
 
(19.3
)%
 
(2.2
)%
____________________
(1)
See pages 12 through 17 for same store NOI at share and same store NOI at share - cash basis reconciliations.
 
 
Increase
 
(2)
Excluding Hotel Pennsylvania, same store NOI at share % increase:
 
 
 
Three months ended September 30, 2019 compared to September 30, 2018
1.2
%
 
 
Nine months ended September 30, 2019 compared to September 30, 2018
0.4
%
 
 
Three months ended September 30, 2019 compared to June 30, 2019
2.4
%
 
 
 
 
 
 
Excluding Hotel Pennsylvania, same store NOI at share - cash basis % increase:
 
 
 
Three months ended September 30, 2019 compared to September 30, 2018
1.0
%
 
 
Nine months ended September 30, 2019 compared to September 30, 2018
2.4
%
 
 
Three months ended September 30, 2019 compared to June 30, 2019
0.1
%
 


5


NOI At Share:

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

(Amounts in thousands)
For the Three Months Ended
 
For the Nine Months Ended
September 30,
 
September 30,
 
June 30, 2019
 
 
2019
 
2018
 
 
2019
 
2018
New York:
 
 
 
 
 
 
 
 
 
Office(1)
$
177,469

 
$
184,146

 
$
179,592

 
$
540,601

 
$
556,169

Retail(1)
68,159

 
92,858

 
57,063

 
213,489

 
267,876

Residential
5,575

 
5,202

 
5,908

 
17,528

 
17,681

Alexander's Inc. ("Alexander's")
11,269

 
10,626

 
11,108

 
33,699

 
34,110

Hotel Pennsylvania
3,012

 
4,496

 
4,031

 
1,227

 
5,955

Total New York
265,484

 
297,328

 
257,702

 
806,544

 
881,791

 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
theMART
24,862

 
25,257

 
30,974

 
79,359

 
79,948

555 California Street
15,265

 
13,515

 
15,358

 
45,124

 
40,686

Other investments
1,919

 
13,524

 
4,875

 
23,184

 
50,664

Total Other
42,046

 
52,296

 
51,207

 
147,667

 
171,298

 
 
 
 
 
 
 
 
 
 
NOI at share
$
307,530

 
$
349,624

 
$
308,909

 
$
954,211

 
$
1,053,089

____________________
(1)
Reflects the transfer of 45.4% of common equity in the properties contributed to the Fifth Avenue and Times Square JV on April 18, 2019.
NOI At Share - Cash Basis:

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

(Amounts in thousands)
For the Three Months Ended
 
For the Nine Months Ended
September 30,
 
September 30,
 
June 30, 2019
 
 
2019
 
2018
 
 
2019
 
2018
New York:
 
 
 
 
 
 
 
 
 
Office(1)
$
174,796

 
$
181,575

 
$
178,806

 
$
537,972

 
$
540,484

Retail(1)
65,636

 
84,976

 
66,726

 
213,298

 
243,704

Residential
5,057

 
5,358

 
5,303

 
16,131

 
16,420

Alexander's
11,471

 
11,774

 
11,322

 
34,320

 
35,911

Hotel Pennsylvania
2,964

 
4,520

 
3,982

 
1,082

 
6,111

Total New York
259,924

 
288,203

 
266,139

 
802,803

 
842,630

 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
theMART
26,588

 
26,234

 
31,984

 
83,484

 
81,312

555 California Street
15,325

 
13,070

 
15,595

 
45,665

 
39,704

Other investments
1,656

 
13,374

 
4,939

 
22,789

 
50,271

Total Other
43,569

 
52,678

 
52,518

 
151,938

 
171,287

 
 
 
 
 
 
 
 
 
 
NOI at share - cash basis
$
303,493

 
$
340,881

 
$
318,657

 
$
954,741

 
$
1,013,917

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


6


Penn District - Active Development/Redevelopment Summary as of September 30, 2019
(Amounts in thousands, except square feet)
 
 
 
 
 
 
Property
Rentable
Sq. Ft.
 

 
 
 
 
 
 
 
Projected Incremental Cash Yield
Active Penn District Projects
 
Segment
 
 
Budget(1)
 
Amount
Expended
 
Remainder to be Expended
 
Stabilization Year
 
Farley (95% interest)
 
New York
 
845,000

 
1,030,000

(2) 
528,080

 
501,920

 
2022
 
7.4%
PENN2 - as expanded
 
New York
 
1,795,000

 
750,000

 
34,372

 
715,628

 
2024
 
8.4%
PENN1(3)
 
New York
 
2,544,000

 
325,000

 
57,355

 
267,645

 
N/A
 
    13.5%(3)(4)
Districtwide Improvements
 
New York
 
N/A
 
100,000

 
5,372

 
94,628

 
N/A
 
N/A
Total Active Penn District Projects
 
 
 
 
 
2,205,000

 
625,179

 
1,579,821

(5) 
 
 
8.3%
__________________________
(1)
Excluding debt and equity carry.
(2)
Net of anticipated historic tax credits.
(3)
Property is ground leased through 2098, as fully extended. Fair market value resets occur in 2023, 2048 and 2073. The 13.5% projected return is before the ground rent reset in 2023, which may be material.
(4)
Achieved as existing leases roll; average remaining lease term 5.0 years.
(5)
Expected to be funded from our balance sheet, principally from 220 CPS net sales proceeds.


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


Conference Call and Audio Webcast
As previously announced, the Company will host a quarterly earnings conference call and an audio webcast on Tuesday, October 29, 2019 at 10:00 a.m. Eastern Time (ET). The conference call can be accessed by dialing 888-771-4371 (domestic) or 847-585-4405 (international) and indicating to the operator the passcode 49056911. A telephonic replay of the conference call will be available from 1:30 p.m. ET on October 29, 2019 through November 28, 2019. To access the replay, please dial 888-843-7419 and enter the passcode 49056911#. A live webcast of the conference call will be available on the Company’s website at www.vno.com and an online playback of the webcast will be available on the website following the conference call.
Supplemental Financial Information
Further details regarding results of operations, properties and tenants can be accessed at the Company’s website www.vno.com. Vornado Realty Trust is a fully - integrated equity real estate investment trust.

Certain statements contained herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For a discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2018. Such factors include, among others, risks associated with the timing of and costs associated with property improvements, financing commitments and general competitive factors.

7


VORNADO REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except unit, share, and per share amounts)
As of
 
September 30, 2019
 
December 31, 2018
ASSETS
 
 
 
Real estate, at cost:
 
 
 
Land
$
2,602,039

 
$
3,306,280

Buildings and improvements
7,888,950

 
10,110,992

Development costs and construction in progress
1,805,846

 
2,266,491

Moynihan Train Hall development expenditures
791,703

 
445,693

Leasehold improvements and equipment
121,164

 
108,427

Total
13,209,702

 
16,237,883

Less accumulated depreciation and amortization
(2,945,107
)
 
(3,180,175
)
Real estate, net
10,264,595

 
13,057,708

Right-of-use assets
370,604

 

Cash and cash equivalents
1,132,491

 
570,916

Restricted cash
113,065

 
145,989

Marketable securities
35,751

 
152,198

Tenant and other receivables
99,499

 
73,322

Investments in partially owned entities
4,023,820

 
858,113

Real estate fund investments
306,596

 
318,758

220 Central Park South condominium units ready for sale
288,135

 
99,627

Receivable arising from the straight-lining of rents
743,646

 
935,131

Deferred leasing costs, net of accumulated amortization of $191,299 and $207,529
360,608

 
400,313

Identified intangible assets, net of accumulated amortization of $99,623 and $172,114
30,773

 
136,781

Other assets
446,516

 
431,938

 
$
18,216,099

 
$
17,180,794

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 
 
 
Mortgages payable, net
$
5,640,895

 
$
8,167,798

Senior unsecured notes, net
445,668

 
844,002

Unsecured term loan, net
745,585

 
744,821

Unsecured revolving credit facilities
655,000

 
80,000

Lease liabilities
490,978

 

Moynihan Train Hall obligation
791,703

 
445,693

Accounts payable and accrued expenses
453,331

 
430,976

Deferred revenue
62,583

 
167,730

Deferred compensation plan
99,677

 
96,523

Other liabilities
266,090

 
311,806

Total liabilities
9,651,510

 
11,289,349

Commitments and contingencies
 
 
 
Redeemable noncontrolling interests:
 
 
 
Class A units - 13,346,927 and 12,544,477 units outstanding
849,798

 
778,134

Series D cumulative redeemable preferred units - 141,401 and 177,101 units outstanding
4,535

 
5,428

Total redeemable noncontrolling interests
854,333

 
783,562

Shareholders' equity:
 
 
 
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 36,797,280 and 36,798,580 shares
891,256

 
891,294

Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,850,321 and 190,535,499 shares
7,613

 
7,600

Additional capital
7,872,597

 
7,725,857

Earnings less than distributions
(1,649,035
)
 
(4,167,184
)
Accumulated other comprehensive (loss) income
(47,359
)
 
7,664

Total shareholders' equity
7,075,072

 
4,465,231

Noncontrolling interests in consolidated subsidiaries
635,184

 
642,652

Total equity
7,710,256

 
5,107,883

 
$
18,216,099

 
$
17,180,794


8


VORNADO REALTY TRUST
OPERATING RESULTS

(Amounts in thousands, except per share amounts)
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Revenues
$
465,961

 
$
542,048

 
$
1,463,732

 
$
1,620,303

 
 
 
 
 
 
 
 
Income from continuing operations
$
363,857

 
$
219,101

 
$
3,173,671

 
$
324,401

(Loss) income from discontinued operations
(8
)
 
61

 
(85
)
 
381

Net income
363,849

 
219,162

 
3,173,586

 
324,782

Less net (income) loss attributable to noncontrolling interests in:
 
 
 
 
 
 
 
Consolidated subsidiaries
(5,774
)
 
(3,312
)
 
(34,045
)
 
31,137

Operating Partnership
(22,637
)
 
(12,671
)
 
(197,354
)
 
(18,992
)
Net income attributable to Vornado
335,438

 
203,179

 
2,942,187

 
336,927

Preferred share dividends
(12,532
)
 
(12,534
)
 
(37,598
)
 
(38,103
)
Preferred share issuance costs

 

 

 
(14,486
)
NET INCOME attributable to common shareholders
$
322,906

 
$
190,645

 
$
2,904,589

 
$
284,338

 
 
 
 
 
 
 
 
INCOME PER COMMON SHARE – BASIC:
 
 
 
 
 
 
 
Net income per common share
$
1.69

 
$
1.00

 
$
15.22

 
$
1.50

Weighted average shares outstanding
190,814

 
190,245

 
190,762

 
190,176

 
 
 
 
 
 
 
 
INCOME PER COMMON SHARE – DILUTED:
 
 
 
 
 
 
 
Net income per common share
$
1.69

 
$
1.00

 
$
15.20

 
$
1.49

Weighted average shares outstanding
191,024

 
191,327

 
191,027

 
191,292

 
 
 
 
 
 
 
 
FFO attributable to common shareholders plus assumed conversions (non-GAAP)
$
279,509

 
$
189,987

 
$
691,522

 
$
519,640

Per diluted share (non-GAAP)
$
1.46

 
$
0.99

 
$
3.62

 
$
2.72

 
 
 
 
 
 
 
 
FFO attributable to common shareholders plus assumed conversions, as adjusted (non-GAAP)
$
170,966

 
$
184,280

 
$
494,936

 
$
543,531

Per diluted share (non-GAAP)
$
0.89

 
$
0.96

 
$
2.59

 
$
2.84

 
 
 
 
 
 
 
 
Weighted average shares used in determining FFO attributable to common shareholders plus assumed conversions per diluted share
191,024

 
191,327

 
191,024

 
191,186



9


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS

The following table reconciles net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
(Amounts in thousands, except per share amounts)
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2019
 
2018
 
2019
 
2018
Reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions:
 
 
 
 
 
 
 
Net income attributable to common shareholders
$
322,906

 
$
190,645

 
$
2,904,589

 
$
284,338

Per diluted share
$
1.69

 
$
1.00

 
$
15.20

 
$
1.49

 
 
 
 
 
 
 
 
FFO adjustments:
 
 
 
 
 
 
 
Depreciation and amortization of real property
$
89,479

 
$
105,015

 
$
303,415

 
$
309,024

Net gains on sale of real estate
(178,769
)
 
(133,961
)
 
(178,769
)
 
(158,138
)
Real estate impairment losses

 

 
31,436

 

Net gain on transfer to Fifth Avenue and Times Square JV, net of $11,945 attributable to noncontrolling interests

 

 
(2,559,154
)
 

Net gain from sale of UE common shares (sold on March 4, 2019)

 

 
(62,395
)
 

Decrease (increase) in fair value of marketable securities:
 
 
 
 
 
 
 
PREIT
4,875

 

 
19,211

 

Lexington (sold on March 1, 2019)

 
7,942

 
(16,068
)
 
24,934

Other
(7
)
 
(243
)
 
(48
)
 
(133
)
Proportionate share of adjustments to equity in net income of partially owned entities to arrive at FFO:
 
 
 
 
 
 
 
Depreciation and amortization of real property
37,696

 
23,688

 
97,317

 
77,282

Net gains on sale of real estate

 
(3,421
)
 

 
(3,998
)
Decrease in fair value of marketable securities
291

 
267

 
1,988

 
1,801

 
(46,435
)
 
(713
)
 
(2,363,067
)
 
250,772

Noncontrolling interests' share of above adjustments
3,024

 
40

 
149,957

 
(15,517
)
FFO adjustments, net
$
(43,411
)
 
$
(673
)
 
$
(2,213,110
)
 
$
235,255

 
 
 
 
 
 
 
 
FFO attributable to common shareholders
$
279,495

 
$
189,972

 
$
691,479

 
$
519,593

Convertible preferred share dividends
14

 
15

 
43

 
47

FFO attributable to common shareholders plus assumed conversions
$
279,509

 
$
189,987

 
$
691,522

 
$
519,640

Per diluted share
$
1.46

 
$
0.99

 
$
3.62

 
$
2.72

 
 
 
 
 
 
 
 
Reconciliation of Weighted Average Shares
 
 
 
 
 
 
 
Weighted average common shares outstanding
190,814

 
190,245

 
190,762

 
190,176

Effect of dilutive securities:
 
 
 
 
 
 
 
Employee stock options and restricted share awards
176

 
1,045

 
227

 
972

Convertible preferred shares
34

 
37

 
35

 
38

Denominator for FFO per diluted share
191,024

 
191,327

 
191,024

 
191,186


FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciable real estate assets, real estate impairment losses, depreciation and amortization expense from real estate assets and other specified items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are non-GAAP financial measures used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers because it excludes the effect of real estate depreciation and amortization and net gains on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. FFO does not represent cash generated from operating activities and is not necessarily indicative of cash available to fund cash requirements and should not be considered as an alternative to net income as a performance measure or cash flow as a liquidity measure. FFO may not be comparable to similarly titled measures employed by other companies. A reconciliation of our net income attributable to common shareholders to FFO attributable to common shareholders plus assumed conversions is provided above. In addition to FFO attributable to common shareholders plus assumed conversions, we also disclose FFO attributable to common shareholders plus assumed conversions, as adjusted. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, we believe it provides a meaningful presentation of operating performance. Reconciliations of FFO attributable to common shareholders plus assumed conversions to FFO attributable to common shareholders plus assumed conversions, as adjusted are provided on page 3 of this press release.
In accordance with the NAREIT December 2018 restated definition of FFO, we have elected to exclude the mark-to-market adjustments of marketable equity securities from the calculation of FFO. FFO for the three months ended September 30, 2018 has been adjusted to exclude the $7,966,000, or $0.04 per share, decrease in fair value of marketable equity securities previously reported. FFO for the nine months ended September 30, 2018 has been adjusted to exclude the $26,602,000, or $0.13 per share, decrease in fair value of marketable equity securities previously reported.

10


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below is a reconciliation of net income to NOI at share and NOI at share - cash basis for the three and nine months ended September 30, 2019 and 2018 and the three months ended June 30, 2019.
 
For the Three Months Ended
 
For the Nine Months Ended
September 30,
(Amounts in thousands)
September 30,
 
June 30, 2019
 
 
2019
 
2018
 
 
2019
 
2018
Net income
$
363,849

 
$
219,162

 
$
2,596,693

 
$
3,173,586

 
$
324,782

Depreciation and amortization expense
96,437

 
113,169

 
113,035

 
326,181

 
333,701

General and administrative expense
33,237

 
31,977

 
38,872

 
130,129

 
108,937

Transaction related costs, impairment losses and other
1,576

 
2,510

 
101,590

 
103,315

 
16,683

Income from partially owned entities
(25,946
)
 
(7,206
)
 
(22,873
)
 
(56,139
)
 
(6,059
)
(Income) loss from real estate fund investments
(2,190
)
 
190

 
15,803

 
13,780

 
37,973

Interest and other investment income, net
(3,045
)
 
(2,893
)
 
(7,840
)
 
(15,930
)
 
(9,401
)
Interest and debt expense
61,448

 
88,951

 
63,029

 
226,940

 
264,774

Net gain on transfer to Fifth Avenue and Times Square JV

 

 
(2,571,099
)
 
(2,571,099
)
 

Net gains on disposition of wholly owned and partially owned assets
(309,657
)
 
(141,269
)
 
(111,713
)
 
(641,664
)
 
(164,828
)
Income tax expense
23,885

 
1,943

 
26,914

 
80,542

 
4,964

Loss (income) from discontinued operations
8

 
(61
)
 
(60
)
 
85

 
(381
)
NOI from partially owned entities
86,024

 
60,094

 
82,974

 
236,400

 
193,359

NOI attributable to noncontrolling interests in consolidated subsidiaries
(18,096
)
 
(16,943
)
 
(16,416
)
 
(51,915
)
 
(51,415
)
NOI at share
307,530

 
349,624

 
308,909

 
954,211

 
1,053,089

Non cash adjustments for straight-line rents, amortization of acquired below-market leases, net and other
(4,037
)
 
(8,743
)
 
9,748

 
530

 
(39,172
)
NOI at share - cash basis
$
303,493

 
$
340,881

 
$
318,657

 
$
954,741

 
$
1,013,917


NOI represents total revenues less operating expenses. We consider NOI to be the primary non-GAAP financial measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on NOI, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. NOI should not be considered a substitute for net income. NOI may not be comparable to similarly titled measures employed by other companies.

11


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2019 compared to September 30, 2018.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California Street
 
Other
NOI at share for the three months ended September 30, 2019
$
307,530

 
$
265,484

 
$
24,862

 
$
15,265

 
$
1,919

Less NOI at share from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
 
(5
)
 
(5
)
 

 

 

Dispositions
 
(650
)
 
(650
)
 

 

 

Development properties
 
(14,704
)
 
(14,704
)
 

 

 

Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
 
(627
)
 
(107
)
 
(520
)
 

 

Other non-same store (income) expense, net
 
(10,222
)
 
(8,410
)
 
(12
)
 
119

 
(1,919
)
Same store NOI at share for the three months ended September 30, 2019
$
281,322

 
$
241,608

 
$
24,330

 
$
15,384

 
$

 
 
 
 
 
 
 
 
 
 
NOI at share for the three months ended September 30, 2018
$
349,624

 
$
297,328

 
$
25,257

 
$
13,515

 
$
13,524

Less NOI at share from:
 
 
 
 
 
 
 
 
 
 
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV
 
(28,972
)
 
(28,972
)
 

 

 

Dispositions
 
(3,317
)
 
(3,317
)
 

 

 

Development properties
 
(23,256
)
 
(23,242
)
 

 
(14
)
 

Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
 
1,578

 
1,797

 
(219
)
 

 

Other non-same store (income) expense, net
 
(16,767
)
 
(3,248
)
 
5

 

 
(13,524
)
Same store NOI at share for the three months ended September 30, 2018
$
278,890

 
$
240,346

 
$
25,043

 
$
13,501

 
$

 
 
 
 
 
 
 
 
 
 
Increase (decrease) in same store NOI at share for the three months ended September 30, 2019 compared to September 30, 2018
$
2,432

 
$
1,262

 
$
(713
)
 
$
1,883

 
$

 
 
 
 
 
 
 
 
 
 
 
% increase (decrease) in same store NOI at share
0.9
%
 
0.5
%
(1) 
(2.8
)%
 
13.9
%
 
%
____________________
(1)
Excluding Hotel Pennsylvania, same store NOI increased by 1.2%.
Same store NOI at share represents NOI at share from property operations which are owned by us and in service in both the current and prior year reporting periods. Same store NOI at share - cash basis is NOI at share from operations before straight-line rental income and expense, amortization of acquired below and above market leases, net and other non-cash adjustments which are owned by us and in service in both the current and prior year reporting periods. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store NOI at share and same store NOI at share - cash basis should not be considered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.



12


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2019 compared to September 30, 2018.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California Street
 
Other
NOI at share - cash basis for the three months ended September 30, 2019
$
303,493

 
$
259,924

 
$
26,588

 
$
15,325

 
$
1,656

 
Less NOI at share - cash basis from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
(5
)
 
(5
)
 

 

 

 
Dispositions
(690
)
 
(690
)
 

 

 

 
Development properties
(20,306
)
 
(20,306
)
 

 

 

 
Lease termination income
(1,016
)
 
(157
)
 
(859
)
 

 

 
Other non-same store (income) expense, net
(11,280
)
 
(9,658
)
 
(12
)
 
46

 
(1,656
)
Same store NOI at share - cash basis for the three months ended September 30, 2019
$
270,196

 
$
229,108

 
$
25,717

 
$
15,371

 
$

 
 
 
 
 
 
 
 
 
 
 
NOI at share - cash basis for the three months ended September 30, 2018
$
340,881

 
$
288,203

 
$
26,234

 
$
13,070

 
$
13,374

 
Less NOI at share - cash basis from:
 
 
 
 
 
 
 
 
 
 
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV
(27,452
)
 
(27,452
)
 

 

 

 
Dispositions
(3,370
)
 
(3,370
)
 

 

 

 
Development properties
(25,061
)
 
(25,047
)
 

 
(14
)
 

 
Lease termination income
(268
)
 
(8
)
 
(260
)
 

 

 
Other non-same store (income) expense, net
(17,319
)
 
(3,950
)
 
5

 

 
(13,374
)
Same store NOI at share - cash basis for the three months ended September 30, 2018
$
267,411

 
$
228,376

 
$
25,979

 
$
13,056

 
$

 
 
 
 
 
 
 
 
 
 
Increase (decrease) in same store NOI at share - cash basis for the three months ended September 30, 2019 compared to September 30, 2018
$
2,785

 
$
732

 
$
(262
)
 
$
2,315

 
$

 
 
 
 
 
 
 
 
 
 
% increase (decrease) in same store NOI at share - cash basis
1.0
%
 
0.3
%
(1) 
(1.0
)%
 
17.7
%
 
%
____________________
(1)
Excluding Hotel Pennsylvania, same store NOI at share - cash basis increased by 1.0%.

 



13


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share to same store NOI at share for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2019 compared to June 30, 2019.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California Street
 
Other
NOI at share for the three months ended September 30, 2019
$
307,530

 
$
265,484

 
$
24,862

 
$
15,265

 
$
1,919

 
Less NOI at share from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
(5
)
 
(5
)
 

 

 

 
Dispositions
(650
)
 
(650
)
 

 

 

 
Development properties
(14,704
)
 
(14,704
)
 

 

 

 
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
(627
)
 
(107
)
 
(520
)
 

 

 
Other non-same store (income) expense, net
(10,220
)
 
(8,408
)
 
(12
)
 
119

 
(1,919
)
Same store NOI at share for the three months ended September 30, 2019
$
281,324

 
$
241,610

 
$
24,330

 
$
15,384

 
$

 
 
 
 
 
 
 
 
 
 
NOI at share for the three months ended June 30, 2019
$
308,909

 
$
257,702

 
$
30,974

 
$
15,358

 
$
4,875

 
Less NOI at share from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
(5
)
 
(5
)
 

 

 

 
Change in ownership interests in properties contributed to Fifth Avenue and Times Square JV
(5,479
)
 
(5,479
)
 

 

 

 
Dispositions
(3,401
)
 
(3,401
)
 

 

 

 
Development properties
(19,698
)
 
(19,698
)
 

 

 

 
Lease termination income, net of write-offs of straight-line receivables and acquired below-market leases, net
2,933

 
2,933

 

 

 

 
Other non-same store expense (income), net
214

 
4,983

 
(98
)
 
204

 
(4,875
)
Same store NOI at share for the three months ended June 30, 2019
$
283,473

 
$
237,035

 
$
30,876

 
$
15,562

 
$

 
 
 
 
 
 
 
 
 
 
(Decrease) increase in same store NOI at share for the three months ended September 30, 2019 compared to June 30, 2019
$
(2,149
)
 
$
4,575

 
$
(6,546
)
 
$
(178
)
 
$

 
 
 
 
 
 
 
 
 
 
 
% (decrease) increase in same store NOI at share
(0.8
)%
 
1.9
%
(1) 
(21.2
)%
 
(1.1
)%
 
%
____________________
(1)
Excluding Hotel Pennsylvania, same store NOI at share increased by 2.4%.

14


VORNADO REALTY TRUST
NON-GAAP RECONCILIATIONS - CONTINUED

Below are reconciliations of NOI at share - cash basis to same store NOI at share - cash basis for our New York segment, theMART, 555 California Street and other investments for the three months ended September 30, 2019 compared to June 30, 2019.
(Amounts in thousands)
Total
 
New York
 
theMART
 
555 California Street
 
Other
NOI at share - cash basis for the three months ended September 30, 2019
$
303,493

 
$
259,924

 
$
26,588

 
$
15,325

 
$
1,656

 
Less NOI at share - cash basis from:
 
 
 
 
 
 
 
 
 
 
Acquisitions
(5
)
 
(5
)
 

 

 

 
Dispositions
(690
)
 
(690
)
 

 

 

 
Development properties
(20,306
)
 
(20,306
)
 

 

 

 
Lease termination income
(1,016
)
 
(157
)
 
(859
)
 

 

 
Other non-same store (income) expense, net
(11,280
)
 
(9,658
)
 
(12
)
 
46

 
(1,656
)
Same store NOI at share - cash basis for the three months ended September 30, 2019
$
270,196

 
$
229,108