Vornado Realty Trust (NYSE:VNO) announced today that it commenced a
public offering for 12,500,000 of its common shares. In connection with
the commencement of the public offering, Vornado announced that although
we have not completed the closing procedures that we are currently
performing in connection with the preparation and filing of our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, we
currently estimate that our net income attributable to common shares for
the quarter ended March 31, 2009 will be approximately $0.77 per diluted
share, versus $2.38 per diluted share, for the quarter ended March 31,
2008. Net income for the quarter ended March 31, 2008 includes
$6.0 million of net gains on sales of real estate, which includes our
share of net gains on sales of real estate of partially-owned entities.
In addition, estimated net income for the quarter ended March 31, 2009
and net income for the quarter ended March 31, 2008 also include certain
items that affect comparability which are listed in the table below. The
aggregate of the net gains on the sale of real estate and the items in
the table below, net of allocation to redeemable noncontrolling
interests, decreased our estimated net income attributable to common
shareholders for the quarter ended March 31, 2009 by approximately $0.10
per diluted share and increased our net income attributable to common
shareholders for the quarter ended March 31, 2008 by $1.55 per diluted
share. Estimated total revenue for the quarter ended March 31, 2009 was
$682.0 million, compared to total revenue of $649.3 million for the
quarter ended March 31, 2008.
We currently estimate that funds from operations attributable to common
shares plus assumed conversions ("FFO”) for the quarter ended March 31,
2009 will be approximately $1.60 per diluted share, compared to $3.17
per diluted share for the quarter ended March 31, 2008. Adjusting FFO
for certain items that affect comparability which are listed in the
table below, we currently estimate FFO for the quarter ended March 31,
2009 will be approximately $1.70 per share, compared to $1.61 per share
for the quarter ended March 31, 2008.
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(Amounts in thousands, except per share amounts)
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For the Quarter Ended March 31,
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2009 (estimated)
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2008
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FFO attributable to common shares plus assumed conversions
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$
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266,496
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$
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527,880
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Per Share
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$
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1.60
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$
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3.17
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Items that affect comparability (income) expense:
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Option surrenders
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$
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32,600
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$
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–
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Alexander’s (reversal) accrual of stock appreciation rights
compensation expense
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(11,300
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)
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205
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Net gain on extinguishment of debt
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(5,900
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)
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–
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Reversal of deferred income taxes initially recorded in connection
with H Street acquisition
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–
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(222,174
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)
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Net gain on sale of Americold
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–
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(112,690
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)
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Write-off of pre-development costs
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–
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34,200
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Derivative positions in marketable equity securities
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–
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18,362
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Reversal of MPH mezzanine loan loss accrual
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–
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(10,300
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)
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Marketable equity security-impairment loss
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–
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9,073
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Costs of acquisitions not consummated
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–
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2,283
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Other, net
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2,800
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1,663
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18,200
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(279,378
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)
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Americold’s FFO (net loss of $1,076) – sold on March 31, 2008
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–
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(6,098
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)
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18,200
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(285,476
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Redeemable noncontrolling interests share of above adjustments
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(1,544
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)
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26,097
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$
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16,656
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$
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(259,379
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)
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Per share
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$
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0.10
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$
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(1.56
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)
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FFO as adjusted for comparability
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$
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283,152
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$
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268,501
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Per share
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$
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1.70
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$
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1.61
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On January 1, 2009, we adopted FASB Staff Position No. APB 14-1, Accounting
for Convertible Debt Instruments that may be Settled in Cash upon
Conversion (Including Partial Cash Settlement) ("FSP 14-1”). FSP
14-1 was required to be applied retrospectively. Accordingly, net income
for the quarter ended March 31, 2008 has been adjusted to include $8.4
million of additional interest expense, net of allocation to redeemable
noncontrolling interests. In addition, in accordance with FASB Statement
No. 128, Earnings Per Share, we have included 2.8 million
additional common shares resulting from the March 12, 2009 common share
dividend in the computation of net income and FFO per share
retroactively to the quarter ended March 31, 2008.
FFO should not be considered as a substitute for net income or any other
measure derived in accordance with GAAP and may not be comparable to
other similarly titled measures of other companies. A reconciliation of
GAAP net income to FFO is set forth below:
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(Amounts in thousands)
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For the Quarter Ended March 31,
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2009 (estimated)
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2008
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Net income attributable to Vornado
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$
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138,156
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$
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403,838
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Depreciation and amortization of real property
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124,127
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129,860
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Net gains on sale of real estate
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(580
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)
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Proportionate share of adjustments to equity in net income of Toys
to arrive at FFO:
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Depreciation and amortization of real property
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16,580
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16,652
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Income tax effect of above adjustments
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(5,803
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)
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(5,828
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)
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Proportionate share of adjustments to equity in net income of
partially owned entities, excluding Toys, to arrive at FFO:
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Depreciation and amortization of real property
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14,608
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11,586
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Net gains on sale of real estate
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(173
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)
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(5,422
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)
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Redeemable noncontrolling interests share of above adjustments
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(13,617
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)
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(14,286
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)
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FFO
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273,878
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535,820
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Preferred share dividends
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(14,269
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)
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(14,275
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FFO attributable to common shares
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259,609
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521,545
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Interest on 3.875% exchangeable senior debentures
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6,362
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6,283
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Convertible preferred share dividends
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525
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52
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FFO attributable to common shares plus assumed conversions
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$
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266,496
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$
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527,880
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The table below sets forth estimated leasing and occupancy statistics
for our businesses for the three months ended March 31, 2009 and actual
leasing and occupancy statistics for our businesses for the year ended
December 31, 2008:
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Office
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Merchandise Mart
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(SQUARE FEET IN THOUSANDS)
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Total
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New York
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Washington
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Retail
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Office
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Showroom
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Three Months ended March 31, 2009:
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Square feet leased
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1,065
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161
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539
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247
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?
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118
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% increase in rent on relet space on a GAAP basis
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8.3%
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4.8%
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10.6%
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?
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2.1%
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Occupancy rate
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95.9%
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95.2%
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91.9%
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95.1%
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90.1%
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Year Ended December 31, 2008:
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Square feet leased
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5,775
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1,246
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2,152
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1,022
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493
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862
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% increase in rent on relet space on a GAAP basis
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48.4%
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17.7%
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18.1%
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4.3%
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10.2%
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Occupancy rate
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96.7%
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95.0%
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92.1%
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96.5%
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92.2%
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As of March 31, 2009, we had approximately $1.6 billion of cash and cash
equivalents and approximately $1.8 billion available under our unsecured
revolving credit facilities.
During the first quarter of 2009, the Company repurchased approximately
$81 million of its unsecured debt securities and $47 million of secured
debt securities, recognizing a net gain of $5.9 million.
On April 7, 2009, we completed a $75 million financing of 4 Union Square
South, Manhattan, a 203,000 square foot, fully-leased retail property.
This interest-only loan has a rate of LIBOR plus 3.25% (3.78% currently)
and matures in April 2012 with two one-year extension options. The
property was previously unencumbered.
On March 31, 2009, on a voluntary basis, our nine senior executive
officers surrendered options granted to them during 2007 and 2008 and
the 2008 outperformance plan awards. As a result we recorded a $32.6
million charge in the first quarter of 2009, which is an acceleration of
charges that would have been recognized in the future.
Based on Lexington Realty Trust’s March 31, 2009 closing share price of
$2.38, the market value ("fair value” pursuant to SFAS 157) of our
investment in Lexington Realty Trust was $38.4 million, or $39.3 million
below the carrying amount on our estimated consolidated balance sheet as
of March 31, 2009. In addition, at March 31, 2009, the market value of
our marketable equity securities portfolio was $79.2 million, or $41.4
million below the carrying amount on our estimated consolidated balance
sheet as of such date. We have concluded that the declines in the value
of these investments are not "other-than-temporary” and, accordingly,
the preliminary income statement and FFO data shown above does not
include a charge for such declines.
Vornado has filed a registration statement, including a prospectus dated
November 1, 2006, with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus
in that registration statement and the related preliminary prospectus
supplement, when available, and the other documents that Vornado has
filed with the SEC for more complete information about Vornado and this
offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov.
Alternatively, Vornado, any underwriter or any dealer participating in
the offering will arrange to send you the prospectus if you request it
by calling toll-free Merrill Lynch & Co., at 1-(866)-500-5408 or J.P.
Morgan Securities Inc., at 1-(866)-430-0686.
Vornado Realty Trust is a fully-integrated equity real estate investment
trust.
Certain statements contained herein may constitute "forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements include the estimated results for
our quarter ended March 31, 2009. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Vornado to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, risks associated with the timing of
and costs associated with property improvements, financing commitments,
general economic conditions and general competitive factors, as well as
the risks detailed in Vornado’s Annual Report on Form 10-K for the year
ended December 31, 2008, filed with the Securities and Exchange
Commission.