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:
March 31, 2010
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
For the transition period from:
to
Commission File Number:
001-11954
VORNADO REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland
22-1657560
(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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 the 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
As of March 31, 2010, 181,913,554 of the registrant’s common shares of beneficial interest are outstanding.
PART I.
Financial Information:
Page Number
Item 1.
Financial Statements:
Consolidated Balance Sheets (Unaudited) as ofMarch 31, 2010 and December 31, 2009
3
Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2010 and 2009
4
Consolidated Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2010 and 2009
5
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2010 and 2009
6
Notes to Consolidated Financial Statements (Unaudited)
8
Report of Independent Registered Public Accounting Firm
31
Item 2.
Management’s Discussion and Analysis of Financial Conditionand Results of Operations
32
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
54
Item 4.
Controls and Procedures
55
PART II.
Other Information:
Legal Proceedings
56
Item 1A.
Risk Factors
57
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Item 5.
Other Information
Item 6.
Exhibits
Signatures
58
Exhibit Index
59
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except share and per share amounts)ASSETS
December 31,2009
Real estate, at cost:
Land
$
4,610,165
4,606,065
Buildings and improvements
13,003,703
12,902,086
Development costs and construction in progress
244,486
313,310
Leasehold improvements and equipment
129,600
128,056
Total
17,987,954
17,949,517
Less accumulated depreciation and amortization
(2,597,709
)
(2,494,441
Real estate, net
15,390,245
15,455,076
Cash and cash equivalents
788,940
535,479
Short-term investments
15,000
40,000
Restricted cash
307,849
293,950
Marketable securities
413,954
380,652
Accounts receivable, net of allowance for doubtful accounts of $50,797 and $46,708
159,805
157,325
Investments in partially owned entities, including Alexander’s of $197,181 and $193,174
839,476
799,832
Investment in Toys “R” Us
517,497
409,453
Mezzanine loans receivable, net of allowance of $185,738 and $190,738
126,777
203,286
Receivable arising from the straight-lining of rents, net of allowance of $5,108 and $4,680
701,733
681,526
Deferred leasing and financing costs, net of accumulated amortization of $201,565 and $183,224
326,743
311,825
Due from officers
13,182
13,150
Other assets
818,492
903,918
20,419,693
20,185,472
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Notes and mortgages payable
8,432,533
8,445,766
Senior unsecured notes
1,224,790
711,716
Exchangeable senior debentures
486,061
484,457
Convertible senior debentures
447,261
445,458
Revolving credit facility debt
500,217
852,218
Accounts payable and accrued expenses
491,464
475,242
Deferred credit
671,366
682,384
Deferred compensation plan
84,028
80,443
Deferred tax liabilities
17,789
17,842
Other liabilities
100,057
88,912
Total liabilities
12,455,566
12,284,438
Commitments and contingencies
Redeemable noncontrolling interests:
Class A units – 14,080,613 and 13,892,313 units outstanding
1,065,902
971,628
Series D cumulative redeemable preferred units – 10,953,847 and 11,200,000 units outstanding
273,846
280,000
Total redeemable noncontrolling interests
1,339,748
1,251,628
Vornado shareholders’ equity:
Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 33,949,584 and 33,952,324 shares
823,549
823,686
Common shares of beneficial interest: $.04 par value per share; authorized,250,000,000 shares; issued and outstanding 181,913,554 and 181,214,161 shares
7,247
7,218
Additional capital
6,877,529
6,961,007
Earnings less than distributions
(1,520,690
(1,577,591
Accumulated other comprehensive income
29,953
28,449
Total Vornado shareholders’ equity
6,217,588
6,242,769
Noncontrolling interests in consolidated subsidiaries
406,791
406,637
Total equity
6,624,379
6,649,406
See notes to consolidated financial statements (unaudited).
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
For The Three Months Ended March 31,
2010
2009
REVENUES:
Property rentals
560,950
549,787
Tenant expense reimbursements
92,921
98,029
Fee and other income
42,460
30,750
Total revenues
696,331
678,566
EXPENSES:
Operating
279,055
278,898
Depreciation and amortization
135,824
131,656
General and administrative
48,730
79,065
Litigation loss accrual
10,056
—
Total expenses
473,665
489,619
Operating income
222,666
188,947
Income applicable to Alexander’s
6,460
18,133
Income applicable to Toys “R” Us
125,870
97,147
Income (loss) from partially owned entities
4,884
(7,543
Interest and other investment income, net
14,708
14,059
Interest and debt expense (including amortization of deferred financing costs of $4,426 and $4,049)
(139,735
(157,760
Net gain on disposition of wholly owned and partially owned assets other than depreciable real estate
3,305
Net gain on early extinguishment of debt
5,905
Income before income taxes
238,158
158,888
Income tax expense
(5,614
(5,049
Income from continuing operations
232,544
153,839
Income from discontinued operations
2,592
Net income
156,431
Net income attributable to noncontrolling interests, including unit distributions
(17,992
(16,321
Net income attributable to Vornado
214,552
140,110
Preferred share dividends
(14,267
(14,269
NET INCOME attributable to common shareholders
200,285
125,841
INCOME PER COMMON SHARE – BASIC:
Income from continuing operations, net
1.10
0.79
Income from discontinued operations, net
0.02
Net income per common share
0.81
Weighted average shares
181,542
155,991
INCOME PER COMMON SHARE – DILUTED:
1.09
0.78
0.80
183,445
157,103
DIVIDENDS PER COMMON SHARE
0.65
0.95
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
AccumulatedOtherComprehensiveIncome (Loss)
(Amounts in thousands)
EarningsLess ThanDistributions
Non-controllingInterests
Preferred Shares
Common Shares
AdditionalCapital
TotalEquity
Shares
Amount
Balance, December 31, 2008
33,954
823,807
155,286
6,195
6,025,976
(1,047,340
(6,899
412,913
6,214,652
Net income (loss)
(463
139,647
Dividends paid on common shares
2,761
110
88,453
(147,678
(59,115
Dividends paid on preferred shares
Conversion of Series A preferred shares to common shares
(2
(90)
90
Deferred compensation shares and options
23,288
23,290
Common shares issued:
Upon redemption of Class A Operating Partnership units,at redemption value
221
10,938
10,946
Under employees’ share option plan
7
(14
505
(435
Change in unrealized net gain or loss on securities available-for-sale
(39,305
Voluntary surrender of equity awards on March 31, 2009
13,722
Adjustments to redeemable Class A Operating Partnership units
271,856
Other
(113
(593
(701
Balance, March 31, 2009
33,952
823,717
158,278
6,301
6,434,715
(1,069,607
(46,797
412,450
6,560,779
Balance, December 31, 2009
181,214
213
214,765
(117,958
(137
137
Deferred compensation sharesand options
17
1,644
1,646
Upon redemption of Class A OperatingPartnership units, at redemption value
268
11
18,117
18,128
405
16
541
(25,428
(24,871
Under dividend reinvestment plan
390
Change in unrealized net gainon securities available-for-sale
17,588
Our share of partially owned entities OCI adjustments
(15,688
(104,247
(60
(396
(59
(513
Balance, March 31, 2010
33,950
181,914
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of deferred financing costs)
140,250
136,178
Equity in income of partially owned entities, including Alexander’s and Toys “R” Us
(130,812
(107,737
Straight‑lining of rental income
(20,922
(27,138
Amortization of below market leases, net
(15,907
(17,982
Distributions of income from partially owned entities
7,123
8,381
Net gain resulting from Lexington Realty Trust’s March 2010 stock issuance
(5,998
Net gain on dispositions of assets other than depreciable real estate
(3,305
Other non-cash adjustments
1,848
19,522
(5,905
Write-off of unamortized costs from the voluntary surrender of equity awards
32,588
Changes in operating assets and liabilities:
Accounts receivable, net
(2,480
7,469
26,137
14,887
37,391
(40,320
12,123
(6,562
Net cash provided by operating activities
288,048
169,812
Cash Flows from Investing Activities:
Proceeds received from repayment of mezzanine loans receivable
101,839
3,593
Proceeds from sales of real estate and related investments
38,879
20,858
(37,598
(132,529
Investments in partially owned entities
(36,741
(9,582
Additions to real estate
(30,247
(38,916
Investments in mezzanine loans receivable and other
(28,873
Proceeds from maturing short-term investments
25,000
Purchases of marketable securities
(13,917
(9,882
(13,899
(27,298
Distributions of capital from partially owned entities
7,617
7,504
Deposits in connection with real estate acquisitions
(5,003
(9
Proceeds from sales of, and return of investment in, marketable securities
285
7,835
Net cash provided by (used in) investing activities
7,342
(178,426
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Cash Flows from Financing Activities:
Proceeds from borrowings
660,335
353,856
Repayments of borrowings
(525,246
(138,291
Repurchase of shares related to stock compensation arrangements and related tax withholdings
(24,360
(32
Distributions to noncontrolling interests
(13,082
(10,514
Purchase of outstanding preferred units
(4,000
(24,330
Debt issuance costs
(3,351
(94
Net cash (used in) provided by financing activities
(41,929
107,211
Net increase in cash and cash equivalents
253,461
98,597
Cash and cash equivalents at beginning of period
1,526,853
Cash and cash equivalents at end of period
1,625,450
Supplemental Disclosure of Cash Flow Information:
Cash payments for interest (including capitalized interest of $614 and $4,569)
121,573
132,208
Cash payments for income taxes
1,701
1,150
Non‑Cash Transactions:
Adjustments to redeemable Class A Operating Partnerships units
Conversion of Class A Operating Partnership units to common shares, at redemption value
Dividends paid in common shares
88,563
Unit distributions paid in Class A units
8,213
Unrealized net gain (loss) on securities available for sale
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
Vornado Realty Trust (“Vornado”) is a fully‑integrated real estate investment trust (“REIT”) and conducts its business through Vornado Realty L.P., a Delaware limited partnership (the “Operating Partnership”). Vornado is the sole general partner of, and owned approximately 92.4% of the common limited partnership interest in the Operating Partnership at March 31, 2010. All references to “we,” “us,” “our,” the “Company” and “Vornado” refer to Vornado Realty Trust and its consolidated subsidiaries, including the Operating Partnership.
Substantially all of Vornado’s assets are held through subsidiaries of the Operating Partnership. Accordingly, Vornado’s cash flow and ability to pay dividends to its shareholders is dependent upon the cash flow of the Operating Partnership and the ability of its direct and indirect subsidiaries to first satisfy their obligations to creditors.
The accompanying consolidated financial statements are unaudited and include the accounts of Vornado, and the Operating Partnership and its consolidated partially owned entities. All significant inter-company amounts have been eliminated. 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. 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 sta tements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
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 Reports on Form 10-K and Form 10-K/A for the year ended December 31, 2009, as filed with the SEC. The results of operations for the three months ended March 31, 2010 are not necessarily indicative of the operating results for the full year.
On January 21, 2010, the Financial Accounting Standards Board (“FASB”) issued an update to Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, adding new requirements for disclosures about transfers into and out of Levels 1 and 2 fair value measurements and additional disclosures about the activity within Level 3 fair value measurements. The retrospective application of this guidance on January 1, 2010 did not have a material effect on our consolidated financial statements.
In June 2009, the FASB issued an update to ASC 810, Consolidation, which modifies the existing quantitative guidance used in determining the primary beneficiary of a variable interest entity (“VIE”) by requiring entities to qualitatively assess whether an enterprise is a primary beneficiary, based on whether the entity has (i) power over the significant activities of the VIE, and (ii) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. The adoption of this guidance on January 1, 2010 did not have a material effect on our consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. Investments in Partially Owned Entities
Toys “R” Us (“Toys”)
As of March 31, 2010, we own 32.7% of Toys. The business of Toys is highly seasonal. Historically, Toys’ fourth quarter net income accounts for more than 80% of its fiscal year net income. We account for our investment in Toys under the equity method and record our 32.7% share of Toys net income or loss on a lag basis because Toys’ fiscal year ends on the Saturday nearest January 31, and our fiscal year ends on December 31. As of March 31, 2010, the carrying amount of our investment in Toys does not differ materially from our share of the equity in the net assets of Toys on a purchase accounting basis.
Below is a summary of Toys’ latest available financial information on a purchase accounting basis:
Balance as of
Balance Sheet:
January 30, 2010
October 31, 2009
Assets
11,770,000
12,589,000
Liabilities
10,138,000
11,198,000
Noncontrolling interests
32,000
112,000
Toys “R” Us, Inc. equity
1,600,000
1,279,000
For the Three Months Ended
Income Statement:
January 31, 2009
Total revenue
5,857,000
5,461,000
Net income attributable to Toys
379,000
291,000
As of March 31, 2010, we own 32.4% of the outstanding common stock of Alexander’s. We manage, lease and develop Alexander’s properties pursuant to agreements which expire in March of each year and are automatically renewable. As of March 31, 2010, Alexander’s owed us $58,660,000 in fees under these agreements.
Based on Alexander’s March 31, 2010 closing share price of $299.13, the market value (“fair value” pursuant to ASC 820) of our investment in Alexander’s is $494,781,000, or $297,600,000 in excess of the March 31, 2010 carrying amount on our consolidated balance sheet. As of March 31, 2010, the carrying amount of our investment in Alexander’s, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander’s by approximately $60,226,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander’s common stock acquired over the book value of Alexander’s net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander’s assets and liabilities, to their real estate (land and buildi ngs). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander’s net income or loss. The basis difference related to the land will be recognized upon disposition of our investment.
Below is a summary of Alexander’s latest available financial information:
December 30, 2009
1,696,000
1,704,000
1,366,000
1,389,000
2,000
Shareholders’ equity
328,000
313,000
March 31, 2009
59,000
53,000
Net income attributable to Alexander’s
46,000
9
4. Investments in Partially Owned Entities - continued
Lexington Realty Trust (“Lexington”) (NYSE: LXP)
As of March 31, 2010, we own 18,468,969 Lexington common shares, or approximately 13.9% of Lexington’s common equity. We account for our investment in Lexington on the equity method because we believe we have the ability to exercise significant influence over Lexington’s operating and financial policies, based on, among other factors, our representation on Lexington’s Board of Trustees and the level of our ownership in Lexington as compared to other shareholders. We record our pro rata share of Lexington’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 March 31, 2010 closing share price of $6.51, the market value (“fair value” pursuant to ASC 820) of our investment in Lexington was $120,233,000, or $60,833,000 in excess of the March 31, 2010 carrying amount on our consolidated balance sheet. As of March 31, 2010, the carrying amount of our investment in Lexington was less than our share of the equity in the net assets of Lexington by approximately $63,000,000. This basis difference resulted primarily from $107,882,000 of non-cash impairment charges we recognized during 2008. The remainder of the basis difference related to purchase accounting for our acquisition of an additional 8,000,000 common shares of Lexington in October 2008, of which the majority relates to our estimate of the fair values of Lexington’s real estate (land and buildings) as compared to their carrying amounts in Lexington’s consolidated financial statements. We are amortizing the basis difference related to the buildings into earnings as an adjustment to depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Lexington’s net income or loss. The basis difference attributable to the land will be recognized upon disposition of our investment.
Below is a summary of Lexington’s latest available financial information:
December 31, 2009
September 30, 2009
3,580,000
3,702,000
2,283,000
2,344,000
89,000
94,000
1,208,000
1,264,000
December 31, 2008
90,000
99,000
Net loss attributable to Lexington
(46,000
(14,000
10
The carrying amount of our investments in partially owned entities and income (loss) recognized from such investments are as follows:
Investments:
Toys
Alexander’s
197,181
193,174
Partially owned office buildings
159,566
158,444
India real estate ventures
125,529
93,322
Lexington
59,400
55,106
Other equity method investments
297,800
299,786
For the Three Months Ended March 31,
Our Share of Net Income (Loss):
Toys:
32.7% share of:
Equity in net income, before income taxes
173,550
148,385
(49,710
(53,091
Equity in net income
123,840
95,294
Interest and other income
2,030
1,853
Alexander’s:
32.4% share of:
Equity in net income before stock appreciation rights
3,777
3,855
Reversal of stock appreciation rights compensation expense
11,105
14,960
Management and leasing fees
2,078
1,893
Development fees
605
1,280
Lexington – 13.9% share in 2010 and 16.1% share in 2009 of equity in net income (loss)
6,045
(1)
(3,039
India real estate ventures – 4% to 36.5% share of equity in net income (loss)
1,651
Other, net (2)
(2,812
(4,367
_________________________
(1) Includes a $5,998 net gain resulting from Lexington’s March 2010 stock issuance.
(2) Represents equity in net income (loss) of partially owned office buildings in New York and Washington, DC, the Monmouth Mall, Verde Realty Operating Partnership, 85 10th Avenue Associates and others.
Below is a summary of the debt of our partially owned entities as of March 31, 2010 and December 31, 2009, none of which is recourse to us.
100% ofPartially Owned Entities’ Debt at
March 31,2010
Toys (32.7% interest) (as of January 30, 2010 and October 31, 2009, respectively):
10.75% senior unsecured notes, due 2017 (Face value – $950,000)
926,444
925,931
8.50% senior unsecured notes, due 2017 (Face value $725,000)
714,849
$2.0 billion credit facility, due 2012, LIBOR plus 1.00% – 4.25%
418,777
$804 million secured term loan facility, due 2012, LIBOR plus 4.25% (4.50% at March 31, 2010)
798,079
797,911
Senior U.K. real estate facility, due 2013, with interest at 5.02%
561,872
578,982
7.625% bonds, due 2011 (Face value – $500,000)
491,902
490,613
7.875% senior notes, due 2013 (Face value – $400,000)
382,469
381,293
7.375% senior notes, due 2018 (Face value – $400,000)
340,082
338,989
4.51% Spanish real estate facility, due 2013
179,835
191,436
$181 million unsecured term loan facility, due 2013, LIBOR plus 5.00% (5.25% at March 31, 2010)
180,492
180,456
Japan bank loans, due 2011 – 2014, 1.20% – 2.85%
172,489
172,902
6.84% Junior U.K. real estate facility, due 2013
98,719
101,861
4.51% French real estate facility, due 2013
86,755
92,353
8.750% debentures, due 2021 (Face value – $22,000)
21,030
21,022
Mortgage loan, due 2010, LIBOR plus 1.30%
800,000
Japan borrowings, due 2010 – 2011
168,720
European and Australian asset-based revolving credit facility, due 2012, LIBOR/EURIBOR plus 4.00%
102,760
148,030
136,206
5,103,047
5,900,212
Alexander’s (32.4% interest):
731 Lexington Avenue mortgage note payable collateralized by the office space, due in February 2014, with interest at 5.33% (prepayable without penalty after December 2013)
360,170
362,989
731 Lexington Avenue mortgage note payable, collateralized by the retail space, due in July 2015, with interest at 4.93% (prepayable without penalty after December 2013)
320,000
Rego Park construction loan payable, due in December 2010, LIBOR plus 1.20%(1.45% at March 31, 2010)
272,302
266,411
Kings Plaza Regional Shopping Center mortgage note payable, due in June 2011,with interest at 7.46% (prepayable without penalty after December 2010)
154,651
183,319
Rego Park mortgage note payable, due in March 2012 (prepayable without penalty)
78,246
Paramus mortgage note payable, due in October 2011, with interest at 5.92% (prepayable without penalty)
68,000
1,253,369
1,278,965
Lexington (13.9% interest) (as of December 31, 2009 and September 30, 2009, respectively)Mortgage loans collateralized by the trust’s real estate, due from 2010 to 2037, with a weighted average interest rate of 5.67% at December 31, 2009 (various prepayment terms)
2,077,849
2,132,253
12
Partially owned office buildings:
Kaempfer Properties (2.5% and 5.0% interests in two partnerships) mortgage notes payable, collateralized by the partnerships’ real estate, due 2011, with a weighted average interest rate of 5.84% at March 31, 2010 (various prepayment terms)
140,989
141,547
100 Van Ness, San Francisco office complex (9% interest) up to $132 million construction loan payable,due in July 2013, LIBOR plus 2.75% (3.00% at March 31, 2010) with an interest rate floor of 6.50% and interest rate cap of 7.00%
85,249
330 Madison Avenue (25% interest) $150,000 mortgage note payable, due in June 2015, LIBOR plus 1.50% (1.75% at March 31, 2010)
150,000
Fairfax Square (20% interest) mortgage note payable, due in December 2014, with interest at 7.00%(prepayable without penalty after July 2014)
72,321
72,500
Rosslyn Plaza (46% interest) mortgage note payable, due in December 2011, LIBOR plus 1.0% (1.25% at March 31, 2010)
56,680
West 57th Street (50% interest) mortgage note payable, due in February 2014, with interest at 4.94% (prepayable without penalty)
23,165
29,000
825 Seventh Avenue (50% interest) mortgage note payable, due in October 2014,with interest at 8.07% (prepayable without penalty after April 2014)
20,670
20,773
India Real Estate Ventures:
TCG Urban Infrastructure Holdings (25% interest) mortgage notes payable, collateralized by the entity’s real estate, due from 2010 to 2022, with a weighted average interest rate of 13.54% at March 31, 2010 (various prepayment terms)
184,488
178,553
India Property Fund L.P. (36.5% interest) revolving credit facility, repaid upon maturity in March 2010
77,000
Waterfront Associates, LLC (2.5% interest) construction and land loan up to $250 million payable, due in September 2011 with a six month extension option, LIBOR plus 2.00% - 3.50% (2.47% at March 31, 2010)
206,500
183,742
Verde Realty Operating Partnership (8.3% interest) mortgage notes payable, collateralized by the partnerships’ real estate, due from 2010 to 2025, with a weighted average interest rate of 5.89% at March 31, 2010 (various prepayment terms)
607,474
607,089
Green Courte Real Estate Partners, LLC (8.3% interest) (as of December 31, 2009 and September 30, 2009), mortgage notes payable, collateralized by the partnerships’ real estate, due from 2010 to 2018, with a weighted average interest rate of 5.29% at March 31, 2010 (various prepayment terms)
302,927
304,481
Monmouth Mall (50% interest) mortgage note payable, due in September 2015, with interest at 5.44% (prepayable without penalty after July 2015)
165,000
San Jose, California Ground-up Development (45% interest) construction loan, due in March 2013, LIBOR plus 4.00% (4.25% at March 31, 2010)
132,008
132,570
Wells/Kinzie Garage (50% interest) mortgage note payable, due in December 2013, with interest at 6.87%
14,614
14,657
Orleans Hubbard Garage (50% interest) mortgage note payable, due in December 2013, with interest at 6.87%
10,072
10,101
430,979
425,717
Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities was $2,822,363,000 and $3,149,640,000 as of March 31, 2010 and December 31, 2009, respectively.
13
5. Marketable Securities
The carrying amount of marketable securities on our consolidated balance sheets and their corresponding fair values at March 31, 2010 and December 31, 2009 are as follows:
As of March 31, 2010
As of December 31, 2009
Carrying Amount
FairValue
Marketable equity securities
111,023
79,925
Debt securities held-to-maturity
302,931
324,946
300,727
319,393
435,969
399,318
At March 31, 2010, aggregate unrealized gains and losses were $30,177,000 and $922,000, respectively. At December 31, 2009, aggregate unrealized gains and losses were $13,026,000 and $1,223,000, respectively.
6. Mezzanine Loans Receivable
The following is a summary of our investments in mezzanine loans as of March 31, 2010 and December 31, 2009.
Interest Rate as of
Carrying Amount as of
Mezzanine Loans Receivable:
Maturity
Riley HoldCo Corp.
02/15
10.00%
74,437
Tharaldson Lodging Companies
04/11
4.47%
73,839
74,701
280 Park Avenue
06/16
10.25%
72,282
73,750
Equinox
97,968
Other, net
11/11-8/15
1.35% - 8.95%
91,957
73,168
312,515
394,024
Valuation allowance (2)
(185,738
(190,738
_____________________
(1) In January 2010, Equinox pre-paid the entire balance of this loan which was scheduled to mature in February 2013. We received $99,314, including accrued interest, for our 50% interest in the loan which we acquired in 2006 for $57,500.
(2) Represents loan loss accruals on certain mezzanine loans based on our estimate of the net realizable value of each loan. Our estimates are based on the present value of expected cash flows, discounted at each loan’s effective interest rate, or if a loan is collateralized, based on the fair value of the underlying collateral, adjusted for estimated costs to sell. The excess of the carrying amount over the net realizable value of a loan is recognized as a reduction of “interest and other investment income, net” in our consolidated statement of income.
14
7. Identified Intangible Assets and Intangible Liabilities
The following summarizes our identified intangible assets (primarily acquired above-market leases) and intangible liabilities (primarily acquired below-market leases) as of March 31, 2010 and December 31, 2009.
Identified intangible assets (included in other assets):
Gross amount
755,075
755,467
Accumulated amortization
(330,693
(312,957
Net
424,382
442,510
Identified intangible liabilities (included in deferred credit):
942,917
942,968
(327,505
(309,476
615,412
633,492
Amortization of acquired below-market leases, net of acquired above-market leases resulted in an increase to rental income of $15,907,000 and $17,982,000 for the three months ended March 31, 2010 and 2009, respectively. Estimated annual amortization of acquired below-market leases, net of acquired above-market leases for each of the five succeeding years commencing January 1, 2011 is as follows:
2011
58,723
2012
54,430
2013
46,496
2014
40,537
2015
37,686
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $14,914,000 and $15,786,000 for the three months ended March 31, 2010 and 2009, 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 commencing January 1, 2011 is as follows:
51,775
46,446
38,957
20,149
15,043
We are a tenant under ground leases for certain properties. Amortization of these acquired below-market leases resulted in an increase to rent expense of $509,000 and $533,000 for the three months ended March 31, 2010 and 2009, respectively. Estimated annual amortization of these below-market leases for each of the five succeeding years commencing January 1, 2011 is as follows:
2,157
15
The following is a summary of our debt:
Balance at
Notes and mortgages payable:
Maturity (1)
Interest Rate atMarch 31, 2010
Fixed rate:
New York Office:
1290 avenue of the Americas
01/13
5.97%
431,976
434,643
350 Park Avenue
01/12
5.48%
430,000
770 Broadway
03/16
5.65%
353,000
888 Seventh Avenue
01/16
5.71%
318,554
Two Penn Plaza
02/11
4.97%
281,182
282,492
909 Third Avenue
04/15
5.64%
209,735
210,660
Eleven Penn Plaza
12/11
5.20%
202,211
203,198
Washington, DC Office:
Skyline Place
02/17
5.74%
678,000
Warner Building
05/16
6.26%
292,700
River House Apartments
5.43%
195,546
1215 Clark Street, 200 12th Street and 251 18th Street
01/25
7.09%
112,872
113,267
Bowen Building
6.14%
115,022
Reston Executive I, II, and III
5.57%
93,000
1101 17th, 1140 Connecticut, 1730 M and 1150 17th Street
08/10
6.74%
85,392
85,910
1550 and 1750 Crystal Drive
11/14
7.08%
81,235
81,822
Universal Buildings
04/14
6.35%
105,746
106,630
1235 Clark Street
07/12
6.75%
53,011
53,252
2231 Crystal Drive
08/13
48,004
48,533
1750 Pennsylvania Avenue
06/12
7.26%
45,685
45,877
241 18th Street
10/10
6.82%
45,345
45,609
2011 Crystal Drive
08/17
7.30%
82,046
82,178
1225 Clark Street
28,714
28,925
1800, 1851 and 1901 South Bell Street
6.91%
17,104
19,338
Retail:
Springfield Mall (including present value of purchase option) (2)
10/12-04/13
5.45%
242,031
242,583
Montehiedra Town Center
07/16
6.04%
120,000
Broadway Mall
07/13
5.33%
91,997
92,601
828-850 Madison Avenue Condominium
06/18
5.29%
80,000
Las Catalinas Mall
11/13
6.97%
58,923
59,304
Other (3)
12/10-05/36
4.75%-12.40%
155,955
156,709
Merchandise Mart:
Merchandise Mart
12/16
550,000
High Point Complex (4)
09/16
10.35%
217,136
217,815
Boston Design Center
09/15
5.02%
69,378
69,667
Washington Design Center
11/11
6.95%
44,042
44,247
Other:
555 California Street
05/10-09/11
5.94%
664,750
664,117
Industrial Warehouses
10/11
24,731
24,813
Total fixed interest notes and mortgages payable
6.01%
6,625,023
6,640,012
___________________
See notes on page 18.
8. Debt - continued
Spread over LIBOR
Variable rate:
Manhattan Mall
02/12
L+55
0.78%
232,000
866 UN Plaza
05/11
L+40
0.65%
44,978
2101 L Street
02/13
L+120
1.45%
Courthouse Plaza One and Two
01/15
L+75
0.98%
63,666
65,133
220 20th Street (construction loan)
01/11
L+115
1.40%
79,472
75,629
West End 25 (construction loan)
L+130
1.55%
90,330
85,735
04/18
(5)
1.60%
64,000
Green Acres Mall
L+140
1.65%
335,000
Bergen Town Center (construction loan)
03/13
L+150
1.75%
261,903
Beverly Connection (6)
L+350(6)
5.00%
100,000
4 Union Square South
L+325
3.50%
75,000
435 Seventh Avenue (7)
08/14
L+300(7)
52,000
11/12
L+375
3.98%
22,987
22,758
220 Central Park South
11/10
L+235 – L+245
2.61%
123,750
Other (8)
5/10(8) – 11/11
Various
1.73% - 2.75%
112,424
117,868
Total Variable Interest Notes and Mortgages Payable
1.95%
1,807,510
1,805,754
Total Notes and Mortgages Payable
5.14%
Senior unsecured notes:
Senior unsecured notes due 2015 (9)
4.25%
499,172
Senior unsecured notes due 2039 (10)
10/39
7.88%
460,000
446,134
Senior unsecured notes due 2010
12/10
4.75%
148,267
148,240
Senior unsecured notes due 2011
5.60%
117,351
117,342
Total senior unsecured notes
5.80%
3.88% exchangeable senior debentures due 2025 (see page 19)
04/12
5.32%
Convertible senior debentures: (see page 19)
2.85% due 2027
21,380
21,251
3.63% due 2026
425,881
424,207
Total convertible senior debentures
Unsecured revolving credit facilities:
$1.595 billion unsecured revolving credit facility
09/12
0.76%
250,217
427,218
$.965 billion unsecured revolving credit facility($30,652 reserved for outstanding letters of credit)
06/11
250,000
425,000
Total unsecured revolving credit facilities
____________________________
See notes on the following page.
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) In the fourth quarter of 2009, we requested that the Springfield Mall mortgage loan with a principal balance of $164,251 be placed with the special servicer. In March 2010, we received notice from the special servicer that the loan was in default. We are in negotiations with the special servicer; there can be no assurance as to the timing and ultimate resolution of these negotiations.
(3) In March 2010, we requested that the mortgage loan on a California retail property with a principal balance of $17,540 be placed with the special servicer. We have not made debt service payments since March and are in default. We are in negotiations with the special servicer; there can be no assurance as to the timing and ultimate resolution of these negotiations.
(4) In March 2010, we requested that the High Point Complex mortgage loan be placed with the special servicer. We have not made debt service payments since March and are in default. We are in negotiations with the special servicer; there can be no assurance as to the timing and ultimate resolution of these negotiations.
(5) This loan bears interest at the Freddie Mac Reference Note Rate plus 1.53%.
(6) This loan has a LIBOR floor of 1.50%.
(7) This loan has a LIBOR floor of 2.00%.
(8) In April 2010, we extended the maturity date of a $59,000 construction loan to May 7, 2010 and are in negotiations to further extend this loan. We are also in negotiations to extend or refinance a loan with an outstanding balance of $36,000, which matured on October 29, 2009.
(9) On March 26, 2010, we completed a public offering of $500,000 aggregate principal amount of 4.25% senior unsecured notes due April 1, 2015. Interest on the notes is payable semi-annually on April 1 and October 1, commencing on October 1, 2010. The notes were sold at 99.834% of their face amount to yield 4.287%. The notes can be redeemed without penalty beginning January 1, 2015. We retained net proceeds of approximately $496,000.
(10) These notes may be redeemed at our option in whole or in part beginning on October 1, 2014, at a price equal to the principal amount plus accrued interest. In the quarter ended March 31, 2010, $13,866 of deferred financing costs were reclassified to “deferred leasing and financing costs” on our consolidated balance sheet.
18
Pursuant to the provisions of ASC 470-20, Debt with Conversion and Other Options, below is a summary of required disclosures related to our convertible and exchangeable senior debentures.
$1.4 Billion Convertible Senior Debentures
$1 Billion Convertible Senior Debentures
$500 Million ExchangeableSenior Debentures
Principal amount of debt component
22,479
437,297
499,982
Unamortized discount
(1,099
(1,228
(11,416
(13,090
(13,921
(15,525
Carrying amount of debt component
Carrying amount of equity component
2,104
23,457
32,301
Effective interest rate
5.45
%
5.32
Maturity date (period through which discount is being amortized)
4/1/12
11/15/11
4/15/12
Conversion price per share, as adjusted
157.18
148.46
87.17
Number of shares on which the aggregate consideration to be delivered upon conversion is determined
5,736
__________________
(1) Pursuant to the provisions of ASC 470-20, we are required to disclose the conversion price and the number of shares on which the aggregate consideration to be delivered upon conversion is determined (principal plus excess value). Our convertible senior debentures require that upon conversion, the entire principal amount is to be settled in cash, and at our option, any excess value above the principal amount may be settled in cash or common shares. Based on the March 31, 2010 closing share price of our common shares and the conversion prices in the table above, there was no excess value; accordingly, no common shares would be issued if these securities were settled on this date. The number of common shares on which the aggregate consideration that would be delivered upon conversion is 143 and 2,946 common shares, respectively.
$1.4 Billion Convertible Senior Debentures:
Coupon interest
160
9,852
Discount amortization – original issue
23
1,325
Discount amortization – ASC 470-20 implementation
106
6,206
289
17,383
$1 Billion Convertible Senior Debentures:
3,963
8,970
455
976
1,219
2,614
5,637
12,560
$500 Million Exchangeable Senior Debentures:
4,844
379
358
1,225
1,160
6,448
6,362
19
9. Redeemable Noncontrolling Interests
Redeemable noncontrolling interests on our consolidated balance sheets represent Operating Partnership units held by third parties and are comprised of Class A units and Series D-10, D-11, D‑12, D-14 and D-15 (collectively, “Series D”) cumulative redeemable preferred units. Redeemable noncontrolling interests on our consolidated balance sheets are recorded at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to “additional capital” in our consolidated statements of changes in equity. Below is a table summarizing the activity of redeemable noncontrolling interests.
Balance at December 31, 2008
1,177,978
16,821
Distributions
(18,733
Conversion of Class A redeemable units into common shares, at redemption value
(10,946
Adjustment to carry Class A redeemable units at redemption value
(271,856
14,045
Balance at March 31, 2009
907,309
Balance at December 31, 2009
17,779
(18,128
104,247
Redemption of Series D-12 redeemable units
1,304
Balance at March 31, 2010
As of March 31, 2010 and December 31, 2009, the aggregate redemption value of our Class A operating partnership units was $1,065,902,000 and $971,628,000, respectively.
Redeemable noncontrolling interests exclude our Series G convertible preferred units and Series D-13 cumulative redeemable preferred units, as they are accounted for as liabilities in accordance with ASC 480, Distinguishing Liabilities and Equity, because of their possible settlement by issuing a variable number of Vornado common shares. Accordingly the fair value of these units is included as a component of “other liabilities” on our consolidated balance sheets and aggregated $60,925,000 and $60,271,000 as of March 31, 2010 and December 31, 2009, respectively.
On March 5, 2010, we redeemed 246,153 Series D-12 cumulative redeemable preferred units for $16.25 per unit in cash, or $4,000,000 in the aggregate. In connection therewith, we recognized a $2,154,000 net gain which is included as a component of “net income attributable to noncontrolling interests, including unit distributions,” on our consolidated statement of income.
20
ASC 820, Fair Value Measurement and Disclosures defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 – quoted prices (unadjusted) in active markets that are accessible at th e 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 that are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, there can be no assurance that the fair values we present herein are indicative of amounts that may ultimately be realized upon sale or other disposition of these assets.
Financial Assets and Liabilities Measured at Fair Value
Financial assets and liabilities that are measured at fair value in our consolidated financial statements consist primarily of (i) marketable equity securities, (ii) the assets of our deferred compensation plan, which are primarily marketable equity securities and equity investments in limited partnerships, (iii) short-term investments (CDARS classified as available-for-sale) and (iv) mandatorily redeemable instruments (Series G convertible preferred units and Series D-13 cumulative redeemable preferred units). The tables below aggregate the fair values of financial assets and liabilities by the levels in the fair value hierarchy at March 31, 2010 and December 31, 2009, respectively.
Level 1
Level 2
Level 3
Deferred compensation plan assets (included in other assets)
40,765
43,263
Total assets
210,051
166,788
Mandatorily redeemable instruments (included in other liabilities)
60,925
40,854
39,589
200,368
160,779
60,271
The fair value of Level 3 “deferred compensation plan assets” represents equity investments in certain limited partnerships. The following is a summary of changes in these assets for the three months ended March 31, 2010.
Beginning Balance
Total Realized/Unrealized Gains
Purchases, Sales, Other Settlements andIssuances, net
Ending Balance
For the three months ended March 31, 2010
1,108
2,566
21
Financial Assets and Liabilities not Measured at Fair Value
Financial assets and liabilities that are not measured at fair value in our consolidated financial statements include mezzanine loans receivable and debt. Estimates of the fair values of these instruments are based on our assessments of available market information and valuation methodologies, including discounted cash flow analyses. The table below summarizes the carrying amounts and fair values of these financial instruments as of March 31, 2010 and December 31, 2009.
Mezzanine loans receivable
118,164
192,612
Debt:
7,950,328
7,858,873
1,235,080
718,302
546,855
547,480
463,574
461,275
11,090,862
10,696,054
10,939,615
10,438,148
The table below sets forth the combined results of operations of assets related to discontinued operations for the three months ended March 31, 2010 and 2009 and include the operating results of 1999 K Street, which was sold on September 1, 2009 and 15 other retail properties, which were sold during 2009.
For the Three MonthsEnded March 31,
3,448
856
22
12. Stock-based Compensation
Our Share Option Plan (the “Plan”) provides for grants of incentive and non-qualified stock options, restricted stock, restricted Operating Partnership units and out-performance plan awards to certain of our employees and officers. We account for all stock-based compensation in accordance ASC 718, Compensation – Stock Compensation. Stock-based compensation expense for the three months ended March 31, 2010 and 2009 consists of stock option awards, restricted stock awards, Operating Partnership unit awards and out-performance plan awards. In the three months ended March 31, 2010 and 2009, we recognized $6,477,000 and $10,249,000 of stock-based compensation expense, respectively.
On March 31, 2009, our nine most senior executives voluntarily surrendered their 2007 and 2008 stock option awards and their 2008 out-performance plan awards. Accordingly, we recognized $32,588,000 of expense in the first quarter of 2009 representing the unamortized portion of these awards, which is included as a component of “general and administrative” expense on our consolidated statement of income.
13. Fee and Other Income
The following table sets forth the details of our fee and other income:
Tenant cleaning fees
13,652
14,294
9,140
2,401
Lease termination fees
6,435
1,624
Other income
13,233
12,431
Fee and other income above includes management fee income from Interstate Properties, a related party, of $200,000 and $198,000 for the three months ended March 31, 2010 and 2009, respectively. The above table excludes fee income from partially owned entities, which is included in income from partially owned entities (see Note 4 – Investments in Partially Owned Entities).
14. Interest and Other Investment Income, net
The following table sets forth the details of our interest and other investment income:
Dividends and interest on marketable securities
7,245
6,418
Interest on mezzanine loans
2,715
10,324
Mark-to-market of investments in our deferred compensation plan (1)
2,763
(5,794
1,985
3,111
__________________________
(1) This income (loss) is entirely offset by the expense (income) resulting from the mark-to-market of the deferred compensation plan liability, which is included in “general and administrative” expense.
15. Income Per Share
The following table provides a reconciliation of both net income and the number of common shares used in the computation of (i) basic income per common share - which utilizes the weighted average number of common shares outstanding without regard to dilutive potential common shares, and (ii) diluted income per common share - which includes the weighted average common shares and potentially dilutive share equivalents. Potentially dilutive share equivalents include our Series A convertible preferred shares, employee stock options, restricted stock and exchangeable senior debentures due 2025.
Numerator:
Income from continuing operations, net of income attributable to noncontrolling interests
137,518
Income from discontinued operations, net of income attributable to noncontrolling interests
Net income attributable to common shareholders
Earnings allocated to unvested participating securities
(20
(41
Numerator for basic income per share
200,265
125,800
Impact of assumed conversions:
Convertible preferred share dividends
41
43
200,306
125,843
Denominator:
Denominator for basic income per share – weighted average shares
Effect of dilutive securities (1):
Employee stock options and restricted share awards
1,831
1,038
Convertible preferred shares
72
74
Denominator for diluted income per share – adjusted weighted average shares and assumed conversions
(1) The effect of dilutive securities in the three months ended March 31, 2010 and 2009 excludes an aggregate of 21,029 and 21,576 weighted average common share equivalents, respectively, as their effect was anti-dilutive.
24
16. Comprehensive Income
Other comprehensive income (loss)
1,504
(39,898
Comprehensive income
234,048
116,533
Less: Comprehensive income attributable to noncontrolling interests
18,098
12,846
Comprehensive income attributable to Vornado
215,950
103,687
Substantially all of other comprehensive income (loss) for the three months ended March 31, 2010 and 2009 relates to income or losses from the mark-to-market of marketable equity securities classified as available-for-sale and our share of other comprehensive income or losses of partially owned entities.
17. Retirement Plan
In the first quarter of 2009, we finalized the termination of the Merchandise Mart Properties Pension Plan, which resulted in a $2,800,000 pension settlement expense that is included as a component of “general and administrative” expense on our consolidated statement of income.
25
18. Commitments and Contingencies
Insurance
We maintain general liability insurance with limits of $300,000,000 per occurrence and all risk property and rental value insurance with limits of $2.0 billion per occurrence, including coverage for terrorist acts, with sub-limits for certain perils such as floods. Our California properties have earthquake insurance with coverage of $150,000,000 per occurrence, subject to a deductible in the amount of 5% of the value of the affected property, upto a $150,000,000 annual aggregate.
Penn Plaza Insurance Company, LLC (“PPIC”), our wholly owned consolidated subsidiary, acts as a re-insurer with respect to a portion of our earthquake insurance coverage and as a direct insurer for coverage for acts of terrorism, including nuclear, biological, chemical and radiological (“NBCR”) acts, as defined by TRIPRA. Coverage for acts of terrorism (excluding NBCR acts) is fully reinsured by third party insurance companies and the Federal government with no exposure to PPIC. Our coverage for NBCR losses is up to $2 billion per occurrence, for which PPIC is responsible for a deductible of $3,200,000 and 15% of the balance of a covered loss and the Federal government is responsible for the remaining 85% of a covered loss. We are ultimately responsible for any loss borne by PPIC.
We continue to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, we cannot anticipate what coverage will be available on commercially reasonable terms in future policy years.
Our debt instruments, consisting of mortgage loans secured by our properties which are 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 for purposes of these agreements, we may not be able to obtain an equivalent amount of coverage at reasonable costs in the future. Further, if lenders insist on greater coverage than we are able to obtain it could adversely affect our ability to finance and/or refinance our properties and expand our portfolio.
Other Commitments and Contingencies
Our mortgage loans are non-recourse to us. However, in certain cases we have provided guarantees or master leased tenant space. These guarantees and master leases terminate either upon the satisfaction of specified circumstances or repayment of the underlying loans. As of March 31, 2010, the aggregate dollar amount of these guarantees and master leases is approximately $130,646,000.
At March 31, 2010, $30,652,000 of letters of credit were outstanding under one of our revolving credit facilities. Our credit facilities contain financial covenants that require us to maintain minimum interest coverage and maximum debt to market capitalization ratios, and provide for higher interest rates in the event of a decline in our ratings below Baa3/BBB. Our 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.
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 are committed to fund additional capital to certain of our partially owned entities aggregating approximately $18,360,000.
As part of the process of obtaining the required approvals to demolish and develop our 220 Central Park South property into a new residential tower, we have committed to fund the estimated project cost of approximately $400,000,000 to $425,000,000.
26
18. Commitments and Contingencies - continued
Litigation
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.
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 reallocate which effectively terminated our right to collect the additional rent from Stop & Shop. On March 3, 2003, a fter 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 State 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 State 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 mot ions 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. Discovery is now complete. On October 19, 2009, Stop & Shop filed a motion for leave to amend its pleadings to assert new claims for relief, including a claim for damages in an unspecified amount, and an additional affirmative defense. On April 26, 2010, Stop and Shop’s motion was denied. We anticipate that a trial date will be set for some time in 2010. We intend to continue 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 relating to a dispute over 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 issu ed in 2006, 2007 and 2009, the New York State Supreme Court dismissed all of Mr. Trump’s claims, and those decisions were affirmed by the Appellate Division. Mr. Trump cannot further appeal those decisions. In April 2010, Mr. Trump notified us of his intent to file a new suit claiming, among other things, that the limited partnerships should be dissolved. On April 29, 2010, we filed a motion for declaratory judgment in New York courts seeking to dispose of this claim.
In July 2005, we acquired H Street Building Corporation (“H Street”) which has a subsidiary that owns, among other things, a 50% tenancy in common interest in land located in Arlington County, Virginia, known as "Pentagon Row," leased to two tenants, Street Retail, Inc. and Post Apartment Homes, L.P . In April 2007, H Street acquired the remaining 50% interest in that fee. On September 25, 2008, both tenants filed suit against us and the former owners claiming the right of first offer to purchase the fee interest, damages in excess of $75,000,000 and punitive damages. On April 6, 2010, the Trial Court ruled, in favor of the tenants, that we sell the land to the tenants for a net sales price of $14,992,000, representing the Trial Court’s allocation of our purchase price for H Street. The request for damages and punitive da mages was denied. We intend to appeal the Trial Court’s decision and expect that the transfer of the land will be stayed pending the appeal. As a result of the Trial Court’s decision, we have recorded a $10,056,000 loss accrual in the three months ended March 31, 2010, primarily representing previously recognized rental income.
27
19. 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 March 31, 2010 and 2009.
For the Three Months Ended March 31, 2010
New York Office
Washington, DCOffice
Retail
MerchandiseMart
524,121
192,604
139,880
95,764
61,444
34,429
Straight-line rents:
Contractual rent increases
13,500
6,893
2,197
3,836
383
191
Amortization of free rent
7,422
901
2,457
2,540
1,114
410
Amortization of acquired below-market leases, net
15,907
9,205
732
4,541
(121
1,550
Total rentals
209,603
145,266
106,681
62,820
36,580
33,252
15,750
37,643
4,087
2,189
Fee and other income:
20,418
(6,766
1,457
8,096
224
(651
728
446
3,408
4,410
5,867
740
216
269,868
175,425
148,696
70,774
31,568
Operating expenses
115,049
56,663
53,574
39,219
14,550
43,707
36,683
27,981
13,355
14,098
4,579
5,897
7,005
7,230
24,019
163,335
109,299
88,560
59,804
52,667
Operating income (loss)
106,533
66,126
60,136
10,970
(21,099
193
211
6,056
Income applicable to Toys
1,110
(192
1,180
176
2,610
164
14,499
Interest and debt expense
(32,686
(34,484
(17,899
(12,787
(41,879
Net gain on dispostion of wholly owned and partially owned assets other than depreciable real estate
796
2,509
Income (loss) before income taxes
75,314
31,477
43,633
(832
(37,304
(474
(720
(35
(194
(4,191
74,840
30,757
43,598
(1,026
(41,495
Net (income) loss attributable to noncontrolling interests, including unit distributions
(2,292
242
(15,942
Net income (loss) attributable to Vornado
72,548
43,840
(57,437
Interest and debt expense (2)
196,187
30,992
35,171
19,354
13,009
41,140
56,521
Depreciation and amortization(2)
186,149
42,074
39,841
28,811
13,482
35,327
26,614
Income tax expense (2)
55,706
474
724
35
253
49,710
4,510
EBITDA (1)
652,594
146,088
106,493
92,040
25,718
252,047
30,208
_______________________
See notes on page 30.
28
19. Segment Information – continued
For the Three Months Ended March 31, 2009
507,083
188,762
129,374
88,150
63,001
37,796
13,496
6,715
2,619
3,454
619
89
11,226
1,540
3,424
6,308
(68
17,982
9,923
1,102
5,269
29
1,659
206,940
136,519
103,181
63,671
39,476
35,157
18,530
37,068
5,319
1,955
18,294
1,095
1,965
278
(994
42
982
600
3,527
5,438
459
1,338
1,669
265,055
163,434
140,986
70,985
38,106
113,544
56,976
52,780
39,195
16,403
44,110
35,723
23,006
13,379
15,438
9,162
8,909
11,751
10,964
38,279
166,816
101,608
87,537
63,538
70,120
98,239
61,826
53,449
7,447
(32,014
192
149
17,792
(Loss) income from partially owned entities
1,202
1,584
1,192
125
(11,646
282
140
251
30
13,356
(33,118
(30,845
(22,169
(12,836
(58,792
769
5,136
66,797
32,705
33,641
(5,234
(66,168
(433
(166
(243
(4,207
Income (loss) from continuing operations
32,272
33,475
(5,477
(70,375
1,828
764
34,100
34,239
Net (income) loss attributable to noncontrolling interests, includingunit distributions
(1,877
118
(14,562
64,920
34,357
(84,937
202,177
31,438
31,601
23,059
13,058
35,183
67,838
179,590
42,761
37,243
24,070
13,548
35,257
26,711
58,067
434
166
308
53,091
4,068
579,944
139,119
103,378
81,652
21,437
220,678
13,680
________________________
(1) EBITDA represents “Earnings Before Interest, Taxes, Depreciation and Amortization.” We consider EBITDA a supplemental 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 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) Interest and debt expense, depreciation and amortization and income tax expense in the reconciliation of net income (loss) to EBITDA includes our share of these items from partially owned entities.
(3) Other EBITDA is comprised of:
17,848
10,389
14,399
24,399
11,488
11,638
Industrial warehouses
839
1,314
Hotel Pennsylvania
(447
607
Other investments
11,734
3,947
55,861
52,294
Investment income and other (1)
9,677
12,482
Corporate general and administrative expenses (1)
(19,388
(21,468
(20,202
(1) The amounts in these captions (for this table only) exclude the mark-to-market of our deferred compensation plan assets and offsetting liability.
Shareholders and Board of TrusteesVornado Realty TrustNew York, New York
We have reviewed the accompanying consolidated balance sheet of Vornado Realty Trust (the "Company") as of March 31, 2010, and the related consolidated statements of income, changes in equity and cash flows for the three-month periods ended March 31, 2010 and 2009. These interim financial statements are the responsibility of the Company’s management.
We conducted our reviews in accordance with the 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 the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Vornado Realty Trust as of December 31, 2009, and the related consolidated statements of income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated February 23, 2010, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph relating to a change in method of accounting for debt with conversion options and noncontrolling interests in consolidated subsidiaries. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2009 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
May 4, 2010
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& #8209;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, see “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2009. 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 re lease publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion of our consolidated financial statements for the three months ended March 31, 2010. 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.
A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2009 in Management’s Discussion and Analysis of Financial Condition. There have been no significant changes to our policies during 2010.
Overview
Business Objective and Operating Strategy
Our business objective is to maximize shareholder value, which we measure by the total return provided to our shareholders. Below is a table comparing our performance to the Morgan Stanley REIT Index (“RMS”) and the SNL REIT Index (“SNL”) for the following periods ending March 31, 2010:
Total Return (1)
Vornado
RMS
SNL
One-year
135.0%
110.5%
109.5%
Three-years
(29.6%)
(29.4%)
(26.4%)
Five-years
31.7%
20.3%
24.3%
Ten-years
269.7%
189.2%
205.4%
(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; and
· Developing and redeveloping our existing properties to increase returns and maximize value.
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 may also offer Vornado common or preferred shares or Operating Partnership units in exchange for property and may repurchase or otherwise reacquire our shares or any other securities in the future.
We may also determine to raise capital for future real estate acquisitions through an institutional investment fund. We would serve as the general partner of the fund and would also expect to be a limited partner of the fund and have the potential to earn certain incentives based on the fund’s performance. The fund may serve as our exclusive investment vehicle for a limited period of time for all investments that fit within the fund’s investment parameters. If we determine to raise capital through a fund, the partnership interests offered would not be registered under the Securities Act of 1933 and could not be offered or sold in the United States absent registration under that act or an applicable exemption from those registration requirements.
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 rents 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. See “Risk Factors” in Item 1A of our Annual Report on form 10-K for the year ended December 31, 2 009, for additional information regarding these factors.
The economic recession and illiquidity and volatility in the financial and capital markets during 2008 and 2009 negatively affected substantially all businesses, including ours. Although signs of a recovery in 2010 have emerged, it is not possible for us to quantify the timing and impact of such a recovery, or lack thereof, on our future financial results.
33
Overview - continued
Net income attributable to common shareholders for the quarter ended March 31, 2010 was $200,285,000, or $1.09 per diluted share, compared to $125,841,000, or $0.80 per diluted share, for the quarter ended March 31, 2009. Net income for the quarter ended March 31, 2010 and 2009 include $307,000 and $173,000, respectively, for our share of net gains on sale of real estate. In addition, net income for the quarters ended March 31, 2010 and 2009 also include certain items that affect comparability which are listed in the table below. The aggregate of the net gains on sale of real estate and the items in the table below, net of amounts attributable to noncontrolling interests, increased net income attributable to common shareholders for the quarter ended March 31, 2010 by $2,043,000, or $0.01 per diluted share and decreased net income attributable to common shareholders for the quarter ended March 31, 2009 by $15,687,000, or $0.10 per diluted share.
Funds from operations attributable to common shareholders plus assumed conversions (“FFO”) for the quarter ended March 31, 2010 was $353,826,000, or $1.87 per diluted share, compared to $268,582,000, or $1.65 per diluted share, for the prior year’s quarter. FFO for the quarters ended March 31, 2010 and 2009 include certain items that affect comparability which are listed in the table below. The aggregate of these items, net of amounts attributable to noncontrolling interests, increased FFO for the quarter ended March 31, 2010 by $1,762,000, or $0.01 per diluted share and decreased FFO for the quarter ended March 31, 2009 by $15,895,000 or $0.10 per diluted share.
Items that affect comparability (income) expense:
Net gain resulting from Lexington’s March 2010 stock issuance
Net gain on sale of condominiums
(2,427
Net gain on redemption of perpetual preferred units
(2,154
Our share of Alexander’s reversal of stock appreciation rights compensation expense
(11,105
(1,373
1,874
(1,896
17,452
Noncontrolling interests’ share of above adjustments
134
(1,557
Items that affect comparability, net
(1,762
15,895
The percentage increase (decrease) in GAAP basis and cash basis same store Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of our operating segments for the quarter ended March 31, 2010 over the quarter ended March 31, 2009 and the trailing quarter ended December 31, 2009 are summarized below.
Same Store EBITDA:
New YorkOffice
Washington, DC Office
March 31, 2010 vs. March 31, 2009
GAAP basis
1.2%
6.4%
3.8%
(6.3%)
Cash basis
2.1%
8.4%
9.7%
(8.7%)
March 31, 2010 vs. December 31, 2009
(1.9%) (1)
2.6%
(0.7%) (2)
(10.1%)
(1.5%) (1)
3.0%
(1.5%) (2)
(7.4%)
(1) Reflects a seasonal increase in utility costs.
(2) Primarily due to rentals from holiday leasing and percentage rents recognized in the fourth quarter.
Calculations of same store EBITDA, reconciliations of net income to EBITDA and FFO and the reasons we consider these non-GAAP financial measures useful are provided in the following pages of Management’s Discussion and Analysis of the Financial Condition and Results of Operations.
34
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 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)
As of March 31, 2010:
Retail(3)
Office
Showroom
Square feet (in service)
16,175
22,684
2,470
Number of properties
84
Occupancy rate
95.3
94.4
%(2)
91.2
87.5
89.1
Leasing Activity:
Quarter Ended March 31, 2010:
Square feet
306
360
482
Initial rent per square foot (1)
44.83
39.83
21.00
24.12
Weighted average lease terms (years)
7.1
3.8
7.3
4.5
Rent per square foot - relet space:
233
237
113
Initial rent – cash basis (1)
47.31
40.64
10.83
Prior escalated rent – cash basis
51.55
36.68
9.64
26.34
Percentage (decrease) increase:
(8.2
%)
10.8
12.3
(8.4
(8.0
16.3
13.0
(1.4
Rent per square foot – vacant space
73
123
165
Initial rent (1)
37.00
38.28
28.00
Tenant improvements and leasing commissions:
Per square foot
48.65
7.80
16.27
4.25
Per square foot per annum
6.86
2.05
2.23
0.94
Percentage of initial rent
15.3
5.1
10.6
3.9
As of December 31, 2009:
16,173
18,560
22,553
2,464
95.5
93.6
91.6
88.9
88.4
As of March 31, 2009:
16,138
17,963
22,224
2,438
6,337
82
95.9
94.6
92.0
95.1
90.1
_______________________________
(1) Most leases include periodic step-ups in rent, which are not reflected in the initial rent per square foot leased.
(2) Excluding residential and other properties, occupancy rates for office properties were 94.9%, 94.9% and 95.2% at March 31, 2010, December 31, 2009 and March 31, 2009, respectively.
(3) Mall sales per square foot, including partially owned malls, for the trailing twelve months ended March 31, 2010 and 2009 were $466 and $488, respectively.
On March 26, 2010, we completed a public offering of $500,000,000 aggregate principal amount of 4.25% senior unsecured notes due April 1, 2015. Interest on the notes is payable semi-annually on April 1 and October 1, commencing on October 1, 2010. The notes were sold at 99.834% of their face amount to yield 4.287%. The notes can be redeemed without penalty beginning January 1, 2015. We retained net proceeds of approximately $496,000,000.
36
Net Income and EBITDA by Segment for the Three Months Ended March 31, 2010 and 2009
See notes on page 39.
37
Net Income and EBITDA by Segment for the Three Months Ended March 31, 2010 and 2009 – continued
______________________________
See notes on following page.
38
Net Income and EBITDA by Segment for the Three Months Ended March 31, 2010 and 2009 - continued
Notes to preceding tabular information:
39
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 $696,331,000 for the quarter ended March 31, 2010, compared to $678,566,000 in the prior year’s quarter, an increase of $17,765,000. Below are the details of the increase (decrease) by segment:
Increase (decrease) due to:
Property rentals:
Acquisitions and other
1,921
905
2,064
(1,048
Development/redevelopment
2,586
1,769
817
(2,075
(718
(370
(728
(150
(109
Operations:
(1,424
)(1)
Trade shows
(339
Leasing activity (see page 35)
10,494
3,381
7,348
2,506
(2,426
(315
Increase (decrease) in property rentals
11,163
2,663
8,747
3,500
(851
(2,896
Tenant expense reimbursements:
Acquisitions/development
(79
346
(249
Operations
(5,126
(1,905
(2,701
229
(1,232
483
(Decrease) increase in tenant expense reimbursements
(5,108
(2,780
575
234
Lease cancellation fee income
4,811
686
(536
1,253
6,739
362
6,131
(2)
(54
(43
343
BMS cleaning fees
880
3,646
(2,766
)(3)
(639
429
281
662
(1,453
Increase (decrease) in fee and other income
11,710
4,055
6,024
3,635
1,872
(3,876
Total increase (decrease) in revenues
17,765
4,813
11,991
7,710
(211
(6,538
(1) Primarily due to lower REVPAR.
(2) Primarily from leasing fees in connection with our management of a development project.
(3) Primarily from the elimination of inter-company fees from operating segments upon consolidation. See note (2) on page 41.
40
Our expenses, which consist of operating, depreciation and amortization and general and administrative expenses, were $473,665,000 for the quarter ended March 31, 2010, compared to $489,619,000 in the prior year’s quarter, a decrease of $15,954,000. Below are the details of the (decrease) increase by segment:
Operating:
227
(1,522
675
1,770
(696
1,783
1,399
384
Hotel activity
611
Trade shows activity
(290
(2,174
3,027
(1,712
(265
(1,456
(1,768
)(2)
Increase (decrease) in operating expenses
157
1,505
(313
794
(1,853
Depreciation and amortization:
1,945
1,475
1,077
(607
Operations (due to additions to buildings and improvements)
2,223
(403
(515
3,898
(24
(733
Increase (decrease) in depreciation and amortization
4,168
960
4,975
(1,340
General and administrative:
Write-off of unamortized costs from the voluntary surrender of equity awards (3)
(32,588
(3,451
(3,131
(4,793
(1,011
Mark-to-market of deferred compensation plan liability (4)
8,557
(6,304
(1,132
119
47
(2,723
)(5)
(2,615
) (6)
Decrease in general and administrative
(30,335
(4,583
(3,012
(4,746
(3,734
(14,260
Litigation loss accrual (7)
Total (decrease) increase in expenses
(15,954
(3,481
7,691
1,023
(17,453
(1) Results from a $3,616 increase in BMS operating expenses and a $1,098 increase in non-reimbursable operating expenses, partially offset by a $1,687 decrease in reimbursable operating expenses.
(2) Primarily from the elimination of inter-company fees from operating segments upon consolidation.
(3) On March 31, 2009, our nine most senior executives voluntarily surrendered their 2007 and 2008 stock option awards and their 2008 out-performance plan awards. Accordingly, we recognized $32,588 of expense in the first quarter of 2009, representing the unamortized portion of these awards.
(4) This increase in expense is entirely offset by a corresponding increase in income from the mark-to-market of the deferred compensation plan assets, a component of “interest and other investment income” on our consolidated statements of income.
(5) Primarily due to $2,800 of pension plan termination costs in 2009.
(6) Primarily from lower stock-based compensation as a result of the voluntary surrender of equity awards on March 31, 2009. Stock-based compensation awards granted in March 2010 will result in an increase in expense in subsequent quarters of approximately $1,650 per quarter ($2,900 including our operating segments) over the prior year’s comparable amounts.
(7) For additional information, see page 52.
Our 32.4% share of Alexander’s net income (comprised of our share of Alexander’s net income, management, leasing, and development fees) was $6,460,000 for the three months ended March 31, 2010, compared to $18,133,000 for the prior year’s first quarter, a decrease of $11,673,000. This decrease was primarily due to $11,105,000 of income for our share of the reversal of accrued stock appreciation rights compensation expense in the prior year’s quarter.
During the quarter ended March 31, 2010, we recognized $125,870,000 of income from our investment in Toys, comprised of $123,840,000 for our 32.7% share of Toys’ net income ($173,550,000 before our share of Toys’ income tax expense) and $2,030,000 of interest and other income.
During the quarter ended March 31, 2009, we recognized $97,147,000 of income from our investment in Toys, comprised of $95,294,000 for our 32.7% share of Toys’ net income ($148,385,000 before our share of Toys’ income tax expense) and $1,853,000 of interest and other income.
Summarized below are the components of loss from partially owned entities for the three months ended March 31, 2010 and 2009.
Equity in Net Income (Loss):
Lexington – 13.9% in 2010 and 16.1% share in 2009 of equity in net income (loss)
(2) Represents equity in net loss of partially owned office buildings in New York and Washington, DC, the Monmouth Mall, Verde Realty Operating Partnership, 85 10th Avenue Associates and others.
Interest and other investment income, net (comprised of interest income on mezzanine loans receivable, other interest income and dividend income) was $14,708,000 for the three months ended March 31, 2010, compared to $14,059,000 in the prior year’s quarter, an increase of $649,000. This increase resulted from:
Increase in the value of investments in our deferred compensation plan (offset by a corresponding increase in the liability for plan assets in general and administrative expenses)
Lower average mezzanine loan investments ($148,852 in this quarter compared to $472,864 in the prior year’s quarter)
(7,609
Lower average yield on investments (0.2% in this quarter compared to 0.6% in the prior year’s quarter)
(1,126
827
649
Interest and debt expense was $139,735,000 for the three months ended March 31, 2010, compared to $157,760,000 in the prior year’s quarter, a decrease of $18,025,000. This decrease resulted primarily from savings of $27,881,000 as a result of the acquisition, repayment and retirement of an aggregate of $2.1 billion of our convertible senior debentures and senior unsecured notes, partially offset by $9,056,000 of interest expense from the issuance of $460,000,000 of senior unsecured notes in September 2009.
Net gain on disposition of wholly owned and partially owned assets other than depreciable real estate was $3,305,000 in the three months ended March 31, 2010 and was primarily comprised of net gains on sale of condominiums at our 40 East 66th Street property.
Net gain on early extinguishment of debt was $5,905,000 for the three months ended March 31, 2009 and resulted primarily from the acquisition and retirement of $81,534,000 of our senior unsecured notes.
Income tax expense was $5,614,000 in the three months ended March 31, 2010, compared to $5,049,000 in the prior year’s quarter, an increase of $565,000. This increase resulted primarily from higher income at 1290 Avenue of the Americas and 555 California Street, which are subject to federal withholding taxes on dividends paid to foreign corporations.
Net Income Attributable to Noncontrolling Interests, Including Unit Distributions
Net income attributable to noncontrolling interests for the three months ended March 31, 2010 and 2009 is comprised of (i) allocations of income to redeemable noncontrolling interests of $15,215,000 and $12,002,000, respectively, (ii) net income and net loss attributable to noncontrolling interests in consolidated subsidiaries of $213,000 and $500,000, respectively, (iii) preferred unit distributions of the Operating Partnership of $4,718,000 and $4,819,000, respectively and (iv) a net of a net gain of $2,154,000 on the redemption of a portion of the Series D-12 perpetual preferred units in the current period. The increase of $3,213,000 in allocations of income to redeemable noncontrolling interests resulted primarily from higher net income subject to allocation to unitholders.
Preferred share dividends were $14,267,000 for the three months ended March 31, 2010, compared to $14,269,000 for the prior year’s quarter.
44
Same store EBITDA represents EBITDA from property level operations which are owned by us in both the current and prior year reporting periods. Same store EBITDA excludes segment-level overhead expenses, which are expenses that we do not consider to be property-level expenses, as well as other non-operating items. We present same store EBITDA on both a GAAP basis and a cash basis, which excludes income from the straight-lining of rents, amortization of below-market leases, net of above-market leases and other non-cash adjustments. We present these non-GAAP measures to (i) facilitate meaningful comparisons of the operational performance of our properties and segments, (ii) make decisions on whether to buy, sell or refinance properties, and (iii) compare the performance of our properties and segments to those of our peers. Same store EBITDA should not be consid ered as an alternative to net income or cash flow from operations and may not be comparable to similarly titled measures employed by other companies.
Below are the same store EBITDA results on a GAAP and cash basis for each of our segments for the three months ended March 31, 2010, compared to the three months ended March 31, 2009.
EBITDA for the three months ended March 31, 2010
Add-back: non-property level overhead expenses included above
Less: EBITDA from acquisitions, dispositions and other non-operating income or expenses
(624
3,221
(7,137
(3,724
GAAP basis same store EBITDA for the three months ended March 31, 2010
150,043
115,611
91,908
29,224
Less: Adjustments for straight-line rents, amortization of below-market leases, net and othernon-cash adjustments
(15,608
(4,917
(9,391
(1,376
Cash basis same store EBITDA for the three months ended March 31, 2010
134,435
110,694
82,517
27,848
EBITDA for the three months ended March 31, 2009
(10
(3,602
(4,837
GAAP basis same store EBITDA for the three months ended March 31, 2009
148,271
108,685
88,566
31,173
Less: Adjustments for straight-line rents, amortization of below-market leases, net and other non-cash adjustments
(16,580
(6,608
(13,365
(670
Cash basis same store EBITDA for the three months ended March 31, 2009
131,691
102,077
75,201
30,503
Increase (decrease) in GAAP basis same store EBITDA for the three months ended March 31, 2010 over the three months ended March 31, 2009
1,772
6,926
3,342
(1,949
Increase (decrease) in Cash basis same store EBITDA for the three months ended March 31, 2010 over the three months ended March 31, 2009
2,744
8,617
7,316
(2,655
% increase (decrease) in GAAP basis same store EBITDA
% increase (decrease) in Cash basis same store EBITDA
45
SUPPLEMENTAL INFORMATION
Our revenues and expenses are subject to seasonality during the year which impacts quarterly net earnings, cash flows and funds from operations, and therefore impacts comparisons of the current quarter to the previous quarter. The business of Toys is highly seasonal. Historically, Toys’ fourth quarter net income, which we record 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. The Retail segment revenue in the fourth quarter is typically higher due to the recognition of percentage rental income. Below ar e the same store EBITDA results on a GAAP and cash basis for each of our segments for the three months ended March 31, 2010, compared to the three months ended December 31, 2009.
(6,677
92,368
(9,362
83,006
EBITDA for the three months ended December 31, 2009 (1)
149,052
110,243
71,699
25,810
4,232
5,671
5,487
6,495
(296
(3,197
15,871
GAAP basis same store EBITDA for the three months ended December 31, 2009
152,988
112,717
93,057
32,496
(16,443
(5,294
(8,817
(2,433
Cash basis same store EBITDA for the threemonths ended December 31, 2009
136,545
107,423
84,240
30,063
(Decrease) increase in GAAP basis same store EBITDA for the three months ended March 31, 2010 over the three months ended December 31, 2009
(2,945
2,894
(689
(3,272
(Decrease) increase in Cash basis same store EBITDA for the three months ended March 31, 2010 over the three months ended December 31, 2009
(2,110
3,271
(1,234
(2,215
% (decrease) increase in GAAP basis same store EBITDA
(1.9%)
(0.7%)
% (decrease) increase in Cash basis same store EBITDA
(1.5%)
(1) Below is a reconciliation of our net income (loss) to EBITDA for the three months ended December 31, 2009.
Net income (loss) attributable to Vornado for the three monthsended December 31, 2009
73,969
31,619
20,023
(3,376
31,910
35,792
24,494
13,299
42,686
42,484
27,179
15,499
487
348
388
EBITDA for the three months ended December 31, 2009
46
LIQUIDITY AND CAPITAL RESOURCES
We anticipate that cash flow from continuing operations over the next twelve months will be adequate to fund our business operations, cash distributions to unitholders of the Operating Partnership, cash dividends to shareholders, debt amortization and recurring capital expenditures. Capital requirements for significant acquisitions and development expenditures may require funding from borrowings and/or equity offerings. We may from time to time purchase or retire outstanding debt securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors. The amounts involved in connection with these transactions could be material to our consolidated financial statements.
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 cash requirements include proceeds from debt financings, including mortgage loans, senior unsecured borrowings, and our revolving credit facilities; 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 common and preferred shareholders, as well as acquisition and development costs. Our cash and cash equivalents were $788,940,000 at March 31, 2010, a $253,461,000 increase over the balance at December 31, 2009. This increase resulted from $288,048,000 of net cash provided by operating activities and $7,342,000 of net cash prov ided by investing activities, partially offset by, $41,929,000 of net cash used in financing activities.
Our consolidated outstanding debt was $11,090,862,000 at March 31, 2010, a $151,247,000 increase over the balance at December 31, 2009. This increase was primarily due to the public offering of $500,000,000 of 4.25% senior unsecured notes in March 2010, partially offset by net repayments of $352,001,000 under our revolving credit facilities. As of March 31, 2010 and December 31, 2009, $500,217,000 and $852,218,000 respectively, was outstanding under our revolving credit facilities. During the remainder of 2010 and 2011, $532,138,000 and $2,278,715,000 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 $2,822,363,000 at March 31, 2010, a $327,277,000 decrease from the balance at December 31, 2009.
Cash flows provided by operating activities of $288,048,000 was primarily comprised of (i) net income of $232,544,000, net of $24,790,000 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 $7,123,000, and (iii) the net change in operating assets and liabilities of $73,171,000.
Net cash provided by investing activities of $7,342,000 was primarily comprised of (i) proceeds received from repayment of mezzanine loans receivable of $101,839,000, (ii) proceeds from the sale of real estate and related investments of $38,879,000, (iii) proceeds from maturing short-term investments of $25,000,000 and (iv) distributions of capital from partially owned entities of $7,617,000, partially offset by (v) development and redevelopment expenditures of $37,598,000, (vi) investments in partially owned entities of $36,741,000, (vii) additions to real estate of $30,247,000, (viii) investments in mezzanine loans receivable and other of $28,873,000, (ix) purchases of marketable equity securities of $13,917,000, (x) restricted cash of $13,899,000 and (xi) deposits in connection with real estate acquisitions of $5,003,000.
Net cash used in financing activities of $41,929,000 was primarily comprised of (i) proceeds from borrowings of $660,335,000, partially offset by, (ii) repayments of borrowings, including the purchase of our senior unsecured notes, of $525,246,000, (iii) dividends paid on common shares of $117,958,000, (iv) repurchase of shares related to stock compensation arrangements and related tax withholdings of $24,360,000, (v) dividends paid on preferred shares of $14,267,000 and (vii) distributions to noncontrolling interests of $13,082,000.
LIQUIDITY AND CAPITAL RESOURCES - continued
Our capital expenditures consist of expenditures to maintain assets, tenant improvement allowances and leasing commissions. Recurring capital improvements include expenditures to maintain a property’s competitive position within the market and tenant improvements and leasing commissions necessary to re-lease expiring leases or renew or extend existing leases. Non-recurring capital improvements include expenditures completed in the year of acquisition and the following two years that were planned at the time of acquisition as well as tenant improvements and leasing commissions for space that was vacant at the time of acquisition of a property. Our development and redevelopment expenditures include all hard and soft costs associated with the development or redevelopment of a property, including tenant improvements, leasing commissions, capitalized interes t and operating costs until the property is substantially complete and ready for its intended use.
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 three months ended March 31, 2010.
Capital Expenditures (accrual basis):
Expenditures to maintain assets
7,784
4,505
1,118
614
1,164
Tenant improvements
19,673
11,686
1,991
3,944
2,052
Leasing commissions
4,565
795
Non-recurring capital expenditures
421
104
317
Total capital expenditures and leasing commissions (accrual basis)
32,443
19,412
3,904
4,936
2,666
1,525
Adjustments to reconcile to cash basis:
Expenditures in the current year applicable to prior periods
26,340
16,928
4,174
2,927
821
1,490
Expenditures to be made in future periods for the current period
(20,884
(11,017
(2,361
(4,553
(1,355
(1,598
Total capital expenditures and leasing commissions (cash basis)
37,899
25,323
5,717
3,310
2,132
1,417
3.14
9.8%
15.3%
5.1%
10.6%
3.9%
Development and Redevelopment Expenditures:
West End 25
4,521
1540 Broadway
4,030
Bergen Town Center
4,003
220 20th Street
3,762
Wasserman Venture
2,982
North Bergen, New Jersey
2,688
Poughkeepsie, New York
1,548
Beverly Connection
1,528
Garfield, New Jersey
1,344
11,192
1,899
4,419
1,592
321
2,961
37,598
12,702
16,733
5,943
48
Our cash and cash equivalents were $1,625,450,000 at March 31, 2009, a $98,597,000 increase over the balance at December 31, 2008. This increase resulted from $169,812,000 of net cash provided by operating activities and $107,211,000 of net cash provided by financing activities, partially offset by $178,426,000 of net cash used in investing activities.
Our consolidated outstanding debt was $12,731,830,000 at March 31, 2009, a $220,160,000 increase over the balance at December 31, 2008. This increase resulted primarily from $300,000,000 of draws under our revolving credit facilities during the first quarter, partially offset by the $81,534,000 purchase of our senior unsecured notes and $47,000,000 of repayments on our cross-collateralized retail mortgage. As of March 31, 2009 and December 31, 2008, $658,468,000 and $358,468,000 respectively, was outstanding under our revolving credit facilities.
Our share of debt of unconsolidated subsidiaries was $2,999,693,000 at March 31, 2009, a $196,892,000 decrease from the balance at December 31, 2008.
Cash flows provided by operating activities of $169,812,000 was primarily comprised of (i) net income of $156,431,000, (ii) $29,526,000 of non-cash adjustments (including depreciation and amortization expense, the effect of straight-lining of rental income and equity in net income of partially owned entities), (iii) distributions of income from partially owned entities of $8,381,000, partially offset by (iv) the net change in operating assets and liabilities of $24,526,000.
Net cash used in investing activities of $178,426,000 was primarily comprised of (i) development and redevelopment expenditures of $132,529,000, (ii) additions to real estate of $38,916,000, (iii) restricted cash of $27,298,000, (iv) investments in partially owned entities of $9,582,000 and (v) purchases of marketable equity securities of $9,882,000, partially offset by (vi) proceeds from the sale of real estate of $20,858,000, (vii) proceeds from the sale of marketable equity securities of $7,835,000 and (viii) distributions of capital from partially owned entities of $7,504,000.
Net cash provided by financing activities of $107,211,000 was primarily comprised of (i) proceeds from borrowings of $353,856,000, partially offset by, (ii) repayments of borrowings, including the purchase of our senior unsecured notes, of $138,291,000, (iii) dividends paid on common shares of $59,115,000, (iv) distributions to noncontrolling interests of $10,514,000 and (v) dividends paid on preferred shares of $14,269,000.
49
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 three months ended March 31, 2009.
8,625
4,555
2,044
1,953
9,121
2,059
5,992
615
3,222
983
2,080
159
4,243
1,184
1,197
25,211
8,781
11,313
721
2,568
29,631
12,953
12,818
1,818
2,155
(10,566
(2,843
(7,006
(636
(81
44,276
18,891
17,125
1,903
4,723
1,634
2.58
3.36
3.69
0.45
1.16
7.4%
6.3%
9.2%
2.7%
25,477
19,053
Wasserman venture
17,993
11,611
11,222
1999 K Street
8,594
6,792
6,761
6,401
18,625
3,747
5,780
1,472
132,529
49,406
56,032
23,664
50
We maintain general liability insurance with limits of $300,000,000 per occurrence and all risk property and rental value insurance with limits of $2.0 billion per occurrence, including coverage for terrorist acts, with sub-limits for certain perils such as floods. Our California properties have earthquake insurance with coverage of $150,000,000 per occurrence, subject to a deductible in the amount of 5% of the value of the affected property, up to a $150,000,000 annual aggregate.
51
52
FUNDS FROM OPERATIONS (“FFO”)
FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as GAAP net income or loss adjusted to exclude net gains from sales of depreciated real estate assets, depreciation and amortization expense from real estate assets, extraordinary items and other specified non-cash items, including the pro rata share of such adjustments of unconsolidated subsidiaries. FFO and FFO per diluted share are 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 ti me, 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. The calculations of both the numerator and denominator used in the computation of income per share are disclosed in footnote 15 – Income Per Share, in the notes to our consolidated financial statements on page 24 of this Quarterly Report on Form 10-Q.
FFO attributable to common shareholders plus assumed conversions was $353,826,000, or $1.87 per diluted share for the three months ended March 31, 2010, compared to $268,582,000, or $1.65 per diluted share for the prior year’s quarter. Details of certain items that affect comparability are discussed in the financial results summary of our “Overview.”
(Amounts in thousands except per share amounts)
Reconciliation of our Net Income to FFO:
Depreciation and amortization of real property
127,614
124,127
Proportionate share of adjustments to equity in net income of Toys to arrive at FFO:
17,501
16,580
Income tax effect of Toys adjustments included above
(6,125
(5,803
Proportionate share of adjustments to equity in net income of partially owned entities excluding Toys, to arrive at FFO:
19,541
14,608
Net gains on sale of real estate
(307
(173
(11,171
(13,003
FFO
361,605
276,446
FFO attributable to common shareholders
347,338
262,177
Interest on 3.875% exchangeable senior debentures
6,447
Convertible preferred dividends
FFO attributable to common shareholders plus assumed conversions
353,826
268,582
Reconciliation of Weighted Average Shares:
Weighted average common shares outstanding
Effect of dilutive securities:
3.875% exchangeable senior debentures
5,669
Denominator for diluted FFO per share
189,181
162,772
FFO attributable to common shareholders plus assumed conversions per diluted share
1.87
1.65
53
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:
As at March 31, 2010
As at December 31, 2009
Consolidated debt:
Balance
Weighted Average Interest Rate
Effect of 1% Change In Base Rates
Weighted AverageInterest Rate
Variable rate
2,307,727
1.69%
23,077
2,657,972
1.67%
Fixed rate
8,783,135
5.91%
8,281,643
5.89%
5.03%
4.86%
Pro-rata share of debt of non-consolidated entities (non-recourse):
Variable rate – excluding Toys
300,900
2.84%
3,009
331,980
2.87%
Variable rate – Toys
368,512
3,685
852,040
3.45%
Fixed rate (including $1,300,695, and $1,077,919 of Toys debt in 2010 and 2009)
2,152,951
7.33%
1,965,620
7.16%
2,822,363
6.57%
6,694
3,149,640
5.70%
Redeemable noncontrolling interests’ share of above
(2,173
Total change in annual net income
27,598
Per share-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 March 31, 2010, variable rate debt with an aggregate principal amount of $507,750,000 and a weighted average interest rate of 2.49% was subject to LIBOR caps. These caps are based on a notional amount of $507,750,000 and cap LIBOR at a weighted average rate of 5.39%.
The estimated fair value of our debt at March 31, 2010 was less than its aggregate carrying amount by approximately $394,808,000, based on current market prices and discounted cash flows at the current rate at which similar loans would be made to borrowers with similar credit ratings for the remaining term of such debt.
Disclosure Controls and Procedures: The Company’s management, with the participation of the Company’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, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2010, 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.
There were no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.
In the first quarter of 2010, we issued 19,245 common shares upon the redemption of Class A units of the Operating Partnership held by persons who received units, in private placements in earlier periods, in exchange for their interests in limited partnerships that owned real estate. The common shares were issued without registration under the Securities Act of 1933 in reliance on Section 4 (2) of that Act.
Information relating to compensation plans under which our equity securities are authorized for issuance is set forth under Part III, Item 12 of our Annual Report on Form 10-K for the year ended December 31, 2009, and such information is incorporated by reference herein.
None.
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.
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.
(Registrant)
Date: May 4, 2010
By:
/s/ Joseph Macnow
Joseph Macnow, Executive Vice President -Finance and Administration andChief Financial Officer (duly authorized officer and principal financial and accounting officer)
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
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
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
_______________________Incorporated by reference.
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
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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
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
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
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
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
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
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
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
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
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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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
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
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
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
4.1
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
4.2
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
4.3
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
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.
10.1
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
10.2
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
10.3
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
10.4
**
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
***
_______________________Incorporated by reference. Management contract or compensatory agreement.
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10.5
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
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
10.7
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
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
10.9
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
10.10
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
10.11
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
10.12
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
10.13
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
10.14
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
10.15
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
_______________________Incorporated by reference.Management contract or compensatory agreement.
63
10.16
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
10.17
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
10.18
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
10.19
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
10.20
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
10.21
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
10.22
Form of Vornado Realty Trust 2002 Restricted LTIP Unit Agreement – Incorporated byreference to Vornado Realty Trust’s Form 8-K (Filed No. 001-11954), filed on May 1, 2006
10.23
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
10.24
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
10.25
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
10.26
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
64
10.27
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
10.28
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
10.29
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
10.30
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
10.31
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
10.32
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
10.33
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
10.34
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
10.35
Amendment to Employment Agreement between Vornado Realty Trust and Michael D. Fascitelli, dated December 29, 2008. Incorporated by reference to Exhibit 10.47 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009
10.36
Amendment to Employment Agreement between Vornado Realty Trust and Joseph Macnow, dated December 29, 2008. Incorporated by reference to Exhibit 10.48 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009
65
10.37
Amendment to Employment Agreement between Vornado Realty Trust and David R. Greenbaum, dated December 29, 2008. Incorporated by reference to Exhibit 10.49 toVornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009
10.38
Amendment to Indemnification Agreement between Vornado Realty Trust and David R. Greenbaum, dated December 29, 2008. Incorporated by reference to Exhibit 10.50 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009
10.39
Amendment to Employment Agreement between Vornado Realty Trust and Mitchell N. Schear, dated December 29, 2008. Incorporated by reference to Exhibit 10.51 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009
10.40
Amendment to Employment Agreement between Vornado Realty Trust and Christopher G. Kennedy, dated December 29, 2008. Incorporated by reference to Exhibit 10.53 to Vornado Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-11954) filed on February 24, 2009
15.1
Letter regarding Unaudited Interim Financial Information
31.1
Rule 13a-14 (a) Certification of the Chief Executive Officer
31.2
Rule 13a-14 (a) Certification of the Chief Financial Officer
32.1
Section 1350 Certification of the Chief Executive Officer
32.2
Section 1350 Certification of the Chief Financial Officer
101
The following financial information from Vornado Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, formatted in XBRL (eXtensible Buisness Reporting Language): (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income (unaudited), (iii) Consolidated Statements of Changes in Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited) and (v) Notes to Consolidated Financial Statements (unaudited), tagged as blocks of text.
66