| SEC Info | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing As/For/On Docs:Pgs 5/09/08 Vornado Realty LP 10-Q 3/31/08 6:346
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1,371K 2: EX-15.1 Letter re: Unaudited Interim Financial Information HTML 6K 3: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K 4: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K 5: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 7K 6: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 7K
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: |
Or
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from: |
|
to |
|
|
Commission File Number: |
001-22635 |
|
VORNADO REALTY L.P.
(Exact name of registrant as specified in its charter)
|
|
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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
x Large Accelerated Filer |
|
o Accelerated Filer |
|
o Non-Accelerated Filer (Do not check if smaller reporting company) |
|
o Smaller Reporting Company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
|
PART I. |
|
Financial Information: |
Page Number | |||
|
|
|
|
| |||
|
|
Item 1. |
Financial Statements: |
| |||
|
|
|
|
| |||
|
|
|
Consolidated Balance Sheets (Unaudited) as of |
3 | |||
|
|
|
|
| |||
|
|
|
Consolidated Statements of Income (Unaudited) for the Three Months |
4 | |||
|
|
|
|
| |||
|
|
|
Consolidated Statements of Cash Flows (Unaudited) for the |
5 | |||
|
|
|
|
| |||
|
|
|
Notes to Consolidated Financial Statements (Unaudited) |
7 | |||
|
|
|
|
| |||
|
|
|
Report of Independent Registered Public Accounting Firm |
31 | |||
|
|
|
|
| |||
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition |
32 | |||
|
|
|
|
| |||
|
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
56 | |||
|
|
|
|
| |||
|
|
Item 4. |
Controls and Procedures |
57 | |||
|
|
|
|
| |||
|
|
|
|
| |||
|
|
|
|
| |||
|
PART II. |
|
Other Information: |
| |||
|
|
|
|
| |||
|
|
Item 1. |
Legal Proceedings |
58 | |||
|
|
|
|
| |||
|
|
Item 1A. |
Risk Factors |
59 | |||
|
|
|
|
| |||
|
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
59 | |||
|
|
|
|
| |||
|
|
Item 3. |
Defaults Upon Senior Securities |
59 | |||
|
|
|
|
| |||
|
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
59 | |||
|
|
|
|
| |||
|
|
Item 5. |
Other Information |
59 | |||
|
|
|
|
| |||
|
|
Item 6. |
Exhibits |
59 | |||
|
|
|
|
| |||
|
Signatures |
|
|
60 | |||
|
|
|
|
| |||
|
|
|
61 | ||||
2
VORNADO REALTY L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
(Amounts in thousands, except unit and per unit amounts) |
|
|
| ||||
|
ASSETS |
|
|
| ||||
|
Real estate, at cost: |
|
|
|
|
|
|
|
|
Land |
|
$ |
4,551,850 |
|
$ |
4,597,574 |
|
|
Buildings and improvements |
|
|
11,621,455 |
|
|
11,619,150 |
|
|
Development costs and construction in progress |
|
|
903,355 |
|
|
822,514 |
|
|
Leasehold improvements and equipment |
|
|
108,163 |
|
|
106,102 |
|
|
Total |
|
|
17,184,823 |
|
|
17,145,340 |
|
|
Less accumulated depreciation and amortization |
|
|
(1,910,438 |
) |
|
(1,825,696 |
) |
|
Real estate, net |
|
|
15,274,385 |
|
|
15,319,644 |
|
|
Cash and cash equivalents |
|
|
1,541,074 |
|
|
1,154,595 |
|
|
Escrow deposits and restricted cash |
|
|
378,253 |
|
|
378,732 |
|
|
Marketable securities |
|
|
304,903 |
|
|
322,992 |
|
|
Accounts receivable, net of allowance for doubtful accounts of $20,151 and $19,151 |
|
|
167,914 |
|
|
168,183 |
|
|
Investments in partially owned entities, including Alexander’s of $127,816 and $122,797 |
|
|
1,193,501 |
|
|
1,206,742 |
|
|
Investment in Toys “R” Us |
|
|
377,264 |
|
|
298,089 |
|
|
Mezzanine loans receivable |
|
|
491,868 |
|
|
492,339 |
|
|
Receivable arising from the straight-lining of rents, net of allowance of $3,129 and $3,076 |
|
|
536,920 |
|
|
516,777 |
|
|
Deferred leasing and financing costs, net of accumulated amortization of $132,083 and $123,624 |
|
|
288,177 |
|
|
275,887 |
|
|
Assets related to discontinued operations |
|
|
108,461 |
|
|
1,533,240 |
|
|
Due from officers |
|
|
13,186 |
|
|
13,228 |
|
|
Other assets |
|
|
810,292 |
|
|
798,487 |
|
|
|
|
$ |
21,486,198 |
|
$ |
22,478,935 |
|
|
LIABILITIES AND PARTNERS’ CAPITAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes and mortgages payable |
|
$ |
8,613,600 |
|
$ |
7,938,457 |
|
|
Due to Vornado Realty Trust |
|
|
2,362,825 |
|
|
2,360,412 |
|
|
Senior unsecured notes |
|
|
698,810 |
|
|
698,656 |
|
|
Exchangeable senior debentures |
|
|
493,268 |
|
|
492,857 |
|
|
Revolving credit facility debt |
|
|
— |
|
|
405,656 |
|
|
Accounts payable and accrued expenses |
|
|
496,272 |
|
|
475,191 |
|
|
Deferred credit |
|
|
824,648 |
|
|
848,855 |
|
|
Officers’ deferred compensation plan |
|
|
71,258 |
|
|
67,714 |
|
|
Deferred tax liabilities |
|
|
19,741 |
|
|
241,895 |
|
|
Other liabilities |
|
|
122,381 |
|
|
118,983 |
|
|
Liabilities related to discontinued operations |
|
|
1,650 |
|
|
1,332,627 |
|
|
Total liabilities |
|
|
13,704,453 |
|
|
14,981,303 |
|
|
Minority interest |
|
|
413,879 |
|
|
416,298 |
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Partners’ Capital: |
|
|
|
|
|
|
|
|
Equity |
|
|
7,112,743 |
|
|
7,094,386 |
|
|
Earnings in excess of (less than) distributions |
|
|
245,602 |
|
|
(42,824 |
) |
|
Accumulated other comprehensive income |
|
|
9,521 |
|
|
29,772 |
|
|
Total Partner’s Capital |
|
|
7,367,866 |
|
|
7,081,334 |
|
|
|
|
$ |
21,486,198 |
|
$ |
22,478,935 |
|
See notes to consolidated financial statements.
3
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
|
|
|
For The Three Months Ended |
| ||||
|
|
|
|
2007 |
| |||
|
(Amounts in thousands, except per unit amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES: |
|
|
|
|
|
|
|
|
Property rentals |
|
$ |
536,336 |
|
$ |
434,723 |
|
|
Tenant expense reimbursements |
|
|
87,477 |
|
|
72,466 |
|
|
Fee and other income |
|
|
28,708 |
|
|
29,055 |
|
|
Total revenues |
|
|
652,521 |
|
|
536,244 |
|
|
EXPENSES: |
|
|
|
|
|
|
|
|
Operating |
|
|
262,605 |
|
|
212,802 |
|
|
Depreciation and amortization |
|
|
131,505 |
|
|
89,008 |
|
|
General and administrative |
|
|
49,388 |
|
|
40,417 |
|
|
Costs of acquisitions not consummated |
|
|
2,283 |
|
|
8,807 |
|
|
Total expenses |
|
|
445,781 |
|
|
351,034 |
|
|
Operating income |
|
|
206,740 |
|
|
185,210 |
|
|
Income applicable to Alexander’s |
|
|
7,929 |
|
|
13,519 |
|
|
Income applicable to Toys “R” Us |
|
|
80,362 |
|
|
58,661 |
|
|
(Loss) income from partially owned entities |
|
|
(30,353 |
) |
|
8,695 |
|
|
Interest and other investment income |
|
|
14,104 |
|
|
53,504 |
|
|
Interest and debt expense (including amortization of deferred |
|
|
(148,179 |
) |
|
(130,698 |
) |
|
Net gain on disposition of wholly owned and partially owned assets |
|
|
— |
|
|
909 |
|
|
Minority interest of partially owned entities |
|
|
406 |
|
|
350 |
|
|
Income before taxes |
|
|
131,009 |
|
|
190,150 |
|
|
Income tax benefit (expense) |
|
|
217,329 |
|
|
(89 |
) |
|
Income from continuing operations |
|
|
348,338 |
|
|
190,061 |
|
|
Income (loss) from discontinued operations (including $112,690 net gain on sale of Americold Realty Trust in 2008) |
|
|
111,094 |
|
|
(1,138 |
) |
|
Net income |
|
|
459,432 |
|
|
188,923 |
|
|
Preferred unit distributions |
|
|
(19,092 |
) |
|
(18,806 |
) |
|
NET INCOME applicable to CLASS A UNITS |
|
$ |
440,340 |
|
$ |
170,117 |
|
|
|
|
|
|
|
|
|
|
|
INCOME PER CLASS A UNIT – BASIC: |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
1.96 |
|
$ |
1.03 |
|
|
Income (loss) from discontinued operations |
|
|
0.66 |
|
|
(0.01 |
) |
|
Net income per Class A unit |
|
$ |
2.62 |
|
$ |
1.02 |
|
|
|
|
|
|
|
|
|
|
|
INCOME PER CLASS A UNIT – DILUTED: |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
1.87 |
|
$ |
0.98 |
|
|
Income (loss) from discontinued operations |
|
|
0.62 |
|
|
(0.01 |
) |
|
Net income per Class A unit |
|
$ |
2.49 |
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS PER CLASS A UNIT |
|
$ |
0.90 |
|
$ |
0.85 |
|
See notes to consolidated financial statements.
4
VORNADO REALTY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
|
For The Three Months Ended |
| ||||
|
(Amounts in thousands) |
|
2008 |
|
2007 |
| ||
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
459,432 |
|
$ |
188,923 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Write-off of deferred tax liability |
|
|
(222,174 |
) |
|
— |
|
|
Depreciation and amortization (including amortization of debt issuance costs) |
|
|
156,955 |
|
|
112,956 |
|
|
Equity in income of partially owned entities, including Alexander’s and Toys |
|
|
(92,529 |
) |
|
(81,285 |
) |
|
Net gain on sale of Americold |
|
|
(112,690 |
) |
|
— |
|
|
Write-off of pre-development costs |
|
|
34,200 |
|
|
— |
|
|
Amortization of below market leases, net |
|
|
(23,264 |
) |
|
(14,005 |
) |
|
Straight-lining of rental income |
|
|
(22,050 |
) |
|
(20,475 |
) |
|
Net losses (gains) from derivative positions |
|
|
|||||