VORNADO REALTY TRUST
For the period ended Dec 31, 2023. Filed Feb 12, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 12, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 8. Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of Vornado Realty Trust
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vornado Realty Trust and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with the accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Impairment – Refer to Notes 2, 5, 15, and 16 to the financial statements
Critical Audit Matter Description
The Company’s consolidated and unconsolidated real estate properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For consolidated properties, an impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. For unconsolidated partially owned entities, an impairment loss is recorded when there is a decline in the estimated fair value of an investment below its carrying value, and the Company concludes that the decline is other-than-temporary during its intended holding period. Fair value is determined based on estimated cash flow projections that utilize discount and capitalization rates and available market information.
Preparing the Company’s estimated cash flow projections requires management to make significant estimates and assumptions related to future market rental rates, capitalization rates, and discount rates.
We identified the impairment of certain real estate properties as a critical audit matter because of the significant estimates and assumptions related to future market rental rates, capitalization rates and discount rates. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to impairment included the following, among others:
We tested the effectiveness of controls over management’s evaluation of recoverability of its real estate properties, including those over future market rental rates and capitalization rates used in the assessment.
We tested the effectiveness of controls over management’s evaluation of impairment of its real estate properties and investments in partially owned entities and measurement of that impairment based on discounted cash flows, including those over the future market rental rates, capitalization rates, and discount rates used in the assessment
We evaluated the reasonableness of future market rental rates, capitalization rates, and discount rates used by management with independent market data, focusing on geographical location and property type. In addition, we developed ranges of independent estimates of future market rental rates, capitalization rates, and discount rates and compared those to the amounts used by management.
We involved our fair value specialists in providing comparable market transaction details to further evaluate management’s selected future market rental rates, capitalization rates, and discount rates, as applicable.
We evaluated the reasonableness of management’s projected future cash flow analyses by comparing management’s projections to the Company’s historical results.
We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.
/s/DELOITTE & TOUCHE LLP
We have served as the Company’s auditor since 1976.
| (Amounts in thousands, except unit, share and per share amounts) | As of December 31, | |
|---|---|---|
| 2023 | 2022 | |
| ASSETS | ||
| Real estate, at cost: | ||
| Land | $2,436,221 | $2,451,828 |
| Buildings and improvements | 9,952,954 | 9,804,204 |
| Development costs and construction in progress | 1,281,076 | 933,334 |
| Leasehold improvements and equipment | 130,953 | 125,389 |
| Total | 13,801,204 | 13,314,755 |
| Less accumulated depreciation and amortization | (3,752,827) | (3,470,991) |
| Real estate, net | 10,048,377 | 9,843,764 |
| Right-of-use assets | 680,044 | 684,380 |
| Cash and cash equivalents | 997,002 | 889,689 |
| Restricted cash | 264,582 | 131,468 |
| Investments in U.S. Treasury bills | — | 471,962 |
| Tenant and other receivables | 69,543 | 81,170 |
| Investments in partially owned entities | 2,610,558 | 2,665,073 |
| 220 Central Park South condominium units ready for sale | 35,941 | 43,599 |
| Receivable arising from the straight-lining of rents | 701,666 | 694,972 |
| Deferred leasing costs, net of accumulated amortization of $249,347 and $237,395 | 355,010 | 373,555 |
| Identified intangible assets, net of accumulated amortization of $98,589 and $98,139 | 127,082 | 139,638 |
| Other assets | 297,860 | 474,105 |
| $16,187,665 | $16,493,375 | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | ||
| Mortgages payable, net | $5,688,020 | $5,829,018 |
| Senior unsecured notes, net | 1,193,873 | 1,191,832 |
| Unsecured term loan, net | 794,559 | 793,193 |
| Unsecured revolving credit facilities | 575,000 | 575,000 |
| Lease liabilities | 732,859 | 735,969 |
| Accounts payable and accrued expenses | 411,044 | 450,881 |
| Deferred revenue | 32,199 | 39,882 |
| Deferred compensation plan | 105,245 | 96,322 |
| Other liabilities | 311,132 | 268,166 |
| Total liabilities | 9,843,931 | 9,980,263 |
| Commitments and contingencies | ||
| Redeemable noncontrolling interests: | ||
| Class A units - 17,000,030 and 14,416,891 units outstanding | 480,251 | 345,157 |
| Series D cumulative redeemable preferred units - 141,400 units outstanding | 3,535 | 3,535 |
| Total redeemable noncontrolling partnership units | 483,786 | 348,692 |
| Redeemable noncontrolling interest in a consolidated subsidiary | 154,662 | 88,040 |
| Total redeemable noncontrolling interests | 638,448 | 436,732 |
| Shareholders' equity: | ||
| Preferred shares of beneficial interest: no par value per share; authorized 110,000,000 shares; issued and outstanding 48,792,902 shares | 1,182,459 | 1,182,459 |
| Common shares of beneficial interest: $0.04 par value per share; authorized 250,000,000 shares; issued and outstanding 190,390,703 and 191,866,880 shares | 7,594 | 7,654 |
| Additional capital | 8,263,291 | 8,369,228 |
| Earnings less than distributions | (4,009,395) | (3,894,580) |
| Accumulated other comprehensive income | 65,115 | 174,967 |
| Total shareholders' equity | 5,509,064 | 5,839,728 |
| Noncontrolling interests in consolidated subsidiaries | 196,222 | 236,652 |
| Total equity | 5,705,286 | 6,076,380 |
| $16,187,665 | $16,493,375 | |
See notes to the consolidated financial statements.
| (Amounts in thousands, except per share amounts) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| REVENUES: | |||
| Rental revenues | $1,607,486 | $1,607,685 | $1,424,531 |
| Fee and other income | 203,677 | 192,310 | 164,679 |
| Total revenues | 1,811,163 | 1,799,995 | 1,589,210 |
| EXPENSES: | |||
| Operating | (905,158) | (873,911) | (797,315) |
| Depreciation and amortization | (434,273) | (504,502) | (412,347) |
| General and administrative | (162,883) | (133,731) | (134,545) |
| (Expense) benefit from deferred compensation plan liability | (12,162) | 9,617 | (9,847) |
| Impairment losses, transaction related costs and other | (50,691) | (31,722) | (13,815) |
| Total expenses | (1,565,167) | (1,534,249) | (1,367,869) |
| Income (loss) from partially owned entities | 38,689 | (461,351) | 130,517 |
| Income from real estate fund investments | 1,590 | 3,541 | 11,066 |
| Interest and other investment income, net | 41,697 | 19,869 | 4,612 |
| Income (loss) from deferred compensation plan assets | 12,162 | (9,617) | 9,847 |
| Interest and debt expense | (349,223) | (279,765) | (231,096) |
| Net gains on disposition of wholly owned and partially owned assets | 71,199 | 100,625 | 50,770 |
| Income (loss) before income taxes | 62,110 | (360,952) | 197,057 |
| Income tax (expense) benefit | (29,222) | (21,660) | 10,496 |
| Net income (loss) | 32,888 | (382,612) | 207,553 |
| Less net loss (income) attributable to noncontrolling interests in: | |||
| Consolidated subsidiaries | 75,967 | 5,737 | (24,014) |
| Operating Partnership | (3,361) | 30,376 | (7,540) |
| Net income (loss) attributable to Vornado | 105,494 | (346,499) | 175,999 |
| Preferred share dividends | (62,116) | (62,116) | (65,880) |
| Series K preferred share issuance costs | — | — | (9,033) |
| NET INCOME (LOSS) attributable to common shareholders | $43,378 | $(408,615) | $101,086 |
| INCOME (LOSS) PER COMMON SHARE - BASIC: | |||
| Net income (loss) per common share | $0.23 | $(2.13) | $0.53 |
| Weighted average shares outstanding | 191,005 | 191,775 | 191,551 |
| INCOME (LOSS) PER COMMON SHARE - DILUTED: | |||
| Net income (loss) per common share | $0.23 | $(2.13) | $0.53 |
| Weighted average shares outstanding | 191,856 | 191,775 | 192,122 |
| (Amounts in thousands) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Net income (loss) | $32,888 | $(382,612) | $207,553 |
| Other comprehensive (loss) income: | |||
| Change in fair value of interest rate swaps and other | (112,051) | 190,493 | 51,338 |
| Other comprehensive (loss) income of nonconsolidated subsidiaries | (8,286) | 18,874 | 10,275 |
| Comprehensive (loss) income | (87,449) | (173,245) | 269,166 |
| Less comprehensive loss (income) attributable to noncontrolling interests | 85,665 | 19,247 | (35,602) |
| Comprehensive (loss) income attributable to Vornado | $(1,784) | $(153,998) | $233,564 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| (Amounts in thousands, except per share amount) · Common Shares · AdditionalCapital · EarningsLess ThanDistributions · AccumulatedOtherComprehensive Income · Non-controllingInterests inConsolidatedSubsidiaries · TotalEquity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Preferred Shares | |||||||||
| Shares · Amount · Shares · Amount | |||||||||
| Balance as of December 31, 2022 | 48,793 | $1,182,459 | 191,867 | $7,654 | $8,369,228 | $(3,894,580) | $174,967 | $236,652 | $6,076,380 |
| Net income attributable to Vornado | — | — | — | — | — | 105,494 | — | — | 105,494 |
| Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | — | (36,582) | (36,582) |
| Dividends on common shares ($0.675 per share) | — | — | — | — | — | (129,066) | — | — | (129,066) |
| Dividends on preferred shares (see Note 11 for dividends per share amounts) | — | — | — | — | — | (62,116) | — | — | (62,116) |
| Common shares issued: | |||||||||
| Upon redemption of Class A units, at redemption value | — | — | 539 | 21 | 8,468 | — | — | — | 8,489 |
| Under dividend reinvestment plan | — | — | 11 | — | 146 | — | — | — | 146 |
| Contributions | — | — | — | — | — | — | — | 24,033 | 24,033 |
| Distributions | — | — | — | — | — | — | — | (21,526) | (21,526) |
| Deferred compensation shares and options | — | — | (2) | — | 321 | (25) | — | — | 296 |
| Repurchase of common shares | — | — | (2,024) | (81) | — | (29,102) | — | — | (29,183) |
| Other comprehensive loss of nonconsolidated subsidiaries | — | — | — | — | — | — | (8,286) | — | (8,286) |
| Change in fair value of interest rate swaps and other | — | — | — | — | — | — | (112,051) | — | (112,051) |
| Unearned 2020 Out-Performance Plan and 2019 Performance AO LTIP awards | — | — | — | — | 20,668 | — | — | — | 20,668 |
| Redeemable Class A unit measurement adjustment | — | — | — | — | (135,540) | — | (2,574) | — | (138,114) |
| Noncontrolling interests' share of other comprehensive loss | — | — | — | — | — | — | 13,059 | (3,719) | 9,340 |
| Deconsolidation of partially owned entity | — | — | — | — | — | — | — | (2,636) | (2,636) |
| Balance as of December 31, 2023 | 48,793 | $1,182,459 | 190,391 | $7,594 | $8,263,291 | $(4,009,395) | $65,115 | $196,222 | $5,705,286 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
| (Amounts in thousands, except per share amounts) · Common Shares · AdditionalCapital · EarningsLess ThanDistributions · AccumulatedOtherComprehensive(Loss) Income · Non-controllingInterests inConsolidatedSubsidiaries · TotalEquity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Preferred Shares | |||||||||
| Shares · Amount · Shares · Amount | |||||||||
| Balance as of December 31, 2021 | 48,793 | $1,182,459 | 191,724 | $7,648 | $8,143,093 | $(3,079,320) | $(17,534) | $278,892 | $6,515,238 |
| Net loss attributable to Vornado | — | — | — | — | — | (346,499) | — | — | (346,499) |
| Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | — | 3,931 | 3,931 |
| Dividends on common shares ($2.12 per share) | — | — | — | — | — | (406,562) | — | — | (406,562) |
| Dividends on preferred shares (see Note 11 for dividends per share amounts) | — | — | — | — | — | (62,116) | — | — | (62,116) |
| Common shares issued: | |||||||||
| Upon redemption of Class A units, at redemption value | — | — | 117 | 5 | 3,519 | — | — | — | 3,524 |
| Under employees' share option plan | — | — | — | — | 7 | — | — | — | 7 |
| Under dividend reinvestment plan | — | — | 28 | 1 | 877 | — | — | — | 878 |
| Contributions | — | — | — | — | — | — | — | 5,609 | 5,609 |
| Distributions | — | — | — | — | — | — | — | (54,388) | (54,388) |
| Deferred compensation shares and options | — | — | (2) | — | 588 | (85) | — | — | 503 |
| Other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | — | 18,874 | — | 18,874 |
| Change in fair value of interest rate swaps and other | — | — | — | — | — | — | 190,494 | — | 190,494 |
| Redeemable Class A unit measurement adjustment | — | — | — | — | 221,145 | — | — | — | 221,145 |
| Noncontrolling interests' share of other comprehensive income | — | — | — | — | — | — | (16,866) | 2,616 | (14,250) |
| Other | — | — | — | — | (1) | 2 | (1) | (8) | (8) |
| Balance as of December 31, 2022 | 48,793 | $1,182,459 | 191,867 | $7,654 | $8,369,228 | $(3,894,580) | $174,967 | $236,652 | $6,076,380 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - CONTINUED
| (Amounts in thousands, except per share amount) · Common Shares · AdditionalCapital · EarningsLess ThanDistributions · AccumulatedOtherComprehensive Loss · Non-controllingInterests inConsolidatedSubsidiaries · TotalEquity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Preferred Shares | |||||||||
| Shares · Amount · Shares · Amount | |||||||||
| Balance as of December 31, 2020 | 48,793 | $1,182,339 | 191,355 | $7,633 | $8,192,507 | $(2,774,182) | $(75,099) | $414,957 | $6,948,155 |
| Net income attributable to Vornado | — | — | — | — | — | 175,999 | — | — | 175,999 |
| Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | — | 20,826 | 20,826 |
| Dividends on common shares ($2.12 per share) | — | — | — | — | — | (406,109) | — | — | (406,109) |
| Dividends on preferred shares (see Note 11 for dividends per share amounts) | — | — | — | — | — | (65,880) | — | — | (65,880) |
| Series O cumulative redeemable preferred shares issuance | 12,000 | 291,153 | — | — | — | — | — | — | 291,153 |
| Common shares issued: | |||||||||
| Upon redemption of Class A units, at redemption value | — | — | 350 | 14 | 14,562 | — | — | — | 14,576 |
| Under employees' share option plan | — | — | 1 | — | 22 | — | — | — | 22 |
| Under dividend reinvestment plan | — | — | 21 | 1 | 876 | — | — | — | 877 |
| Contributions | — | — | — | — | — | — | — | 4,052 | 4,052 |
| Distributions | — | — | — | — | — | — | — | (160,975) | (160,975) |
| Conversion of Series A preferred shares to common shares | — | (13) | 1 | — | 13 | — | — | — | — |
| Deferred compensation shares and options | — | — | (4) | — | 906 | (114) | — | — | 792 |
| Other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | — | 10,275 | — | 10,275 |
| Change in fair value of interest rate swaps | — | — | — | — | — | — | 51,337 | — | 51,337 |
| Unearned 2018 Out-Performance Plan awards acceleration | — | — | — | — | 10,283 | — | — | — | 10,283 |
| Redeemable Class A unit measurement adjustment | — | — | — | — | (76,073) | — | — | — | (76,073) |
| Series K cumulative redeemable preferred shares called for redemption | (12,000) | (290,967) | — | — | — | (9,033) | — | — | (300,000) |
| Noncontrolling interests' share of other comprehensive income | — | — | — | — | — | — | (4,048) | — | (4,048) |
| Other | — | (53) | — | — | (3) | (1) | 1 | 32 | (24) |
| Balance as of December 31, 2021 | 48,793 | $1,182,459 | 191,724 | $7,648 | $8,143,093 | $(3,079,320) | $(17,534) | $278,892 | $6,515,238 |
| (Amounts in thousands) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Cash Flows from Operating Activities: | |||
| Net income (loss) | $32,888 | $(382,612) | $207,553 |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
| Depreciation and amortization (including amortization of deferred financing costs) | 457,574 | 526,306 | 432,594 |
| Distributions of income from partially owned entities | 172,873 | 184,501 | 214,521 |
| Net gains on disposition of wholly owned and partially owned assets | (71,199) | (100,625) | (50,770) |
| Real estate impairment losses | 45,007 | 19,098 | 7,880 |
| Stock-based compensation expense | 43,201 | 29,249 | 38,329 |
| Equity in net (income) loss of partially owned entities | (38,689) | 461,351 | (130,517) |
| Change in deferred tax liability | 17,020 | 14,005 | 11,243 |
| Amortization of interest rate cap premiums | 10,989 | 430 | 11 |
| Straight-lining of rents | (8,808) | (46,177) | 8,644 |
| Credit losses on investments | 8,269 | — | — |
| Amortization of below-market leases, net | (5,268) | (5,178) | (9,249) |
| Net realized and unrealized (gain) loss on real estate fund investments | (1,861) | 2,589 | (4,621) |
| Return of capital from real estate fund investments | 1,861 | 5,141 | 5,104 |
| Write-off of lease receivables deemed uncollectible | 1,008 | 872 | 7,695 |
| Defeasance cost in connection with refinancing of mortgage payable | — | — | 23,729 |
| Other non-cash adjustments | 8,866 | 2,660 | (3,886) |
| Changes in operating assets and liabilities: | |||
| Real estate fund investments | — | — | (4,474) |
| Tenant and other receivables | 9,379 | (4,437) | (187) |
| Prepaid assets | (12,854) | 104,186 | 30,466 |
| Other assets | (79,110) | (34,615) | (54,716) |
| Lease liabilities | 17,582 | 15,658 | (4,091) |
| Accounts payable and accrued expenses | 10,723 | 5,718 | 35,856 |
| Other liabilities | 28,701 | 824 | 692 |
| Net cash provided by operating activities | 648,152 | 798,944 | 761,806 |
| Cash Flows from Investing Activities: | |||
| Development costs and construction in progress | (552,701) | (737,999) | (585,940) |
| Proceeds from maturities of U.S. Treasury bills | 468,598 | 597,499 | — |
| Additions to real estate | (211,899) | (159,796) | (149,461) |
| Proceeds from sales of real estate | 123,519 | 373,264 | 100,024 |
| Proceeds from repayment of participation in 150 West 34th Street mortgage loan | 105,000 | — | — |
| Investments in partially owned entities | (57,297) | (33,172) | (14,997) |
| Acquisitions of real estate and other | (33,145) | (3,000) | (3,000) |
| Proceeds from sale of condominium units at 220 Central Park South | 24,484 | 88,019 | 137,404 |
| Distributions of capital from partially owned entities | 18,869 | 34,417 | 106,005 |
| Deconsolidation of cash and restricted cash held by a previously consolidated entity | (14,216) | — | — |
| Purchase of U.S. Treasury bills | — | (1,066,096) | — |
| Acquisition of additional 45.0% ownership interest in One Park Avenue (inclusive of $5,806 of prorations and net working capital and net of $39,370 of cash and restricted cash balances consolidated upon acquisition) | — | — | (123,936) |
| Proceeds from repayments of loans receivable | — | — | 1,554 |
| Net cash used in investing activities | (128,788) | (906,864) | (532,347) |
| (Amounts in thousands) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Cash Flows from Financing Activities: | |||
| Repayments of borrowings | $(148,000) | $(1,251,373) | $(1,584,243) |
| Contributions from noncontrolling interests | 132,701 | 5,609 | 4,052 |
| Dividends paid on common shares | (129,066) | (406,562) | (406,109) |
| Dividends paid on preferred shares | (62,116) | (62,116) | (65,880) |
| Distributions to noncontrolling interests | (38,970) | (84,699) | (190,876) |
| Repurchase of common shares | (29,183) | — | — |
| Deferred financing costs | (4,424) | (32,706) | (51,184) |
| Proceeds received from exercise of employee share options and other | 146 | 885 | 899 |
| Repurchase of shares related to stock compensation agreements and related tax withholdings and other | (25) | (85) | (1,567) |
| Proceeds from borrowings | — | 1,029,773 | 3,248,007 |
| Purchase of marketable securities in connection with defeasance of mortgage payable | — | — | (973,729) |
| Redemption of preferred shares | — | — | (300,000) |
| Proceeds from the issuance of preferred shares | — | — | 291,153 |
| Net cash used in financing activities | (278,937) | (801,274) | (29,477) |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 240,427 | (909,194) | 199,982 |
| Cash and cash equivalents and restricted cash at beginning of period | 1,021,157 | 1,930,351 | 1,730,369 |
| Cash and cash equivalents and restricted cash at end of period | $1,261,584 | $1,021,157 | $1,930,351 |
| Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||
|---|---|---|---|
| Cash and cash equivalents at beginning of period | $889,689 | $1,760,225 | $1,624,482 |
| Restricted cash at beginning of period | 131,468 | 170,126 | 105,887 |
| Cash and cash equivalents and restricted cash at beginning of period | $1,021,157 | $1,930,351 | $1,730,369 |
| Cash and cash equivalents at end of period | $997,002 | $889,689 | $1,760,225 |
| Restricted cash at end of period | 264,582 | 131,468 | 170,126 |
| Cash and cash equivalents and restricted cash at end of period | $1,261,584 | $1,021,157 | $1,930,351 |
| (Amounts in thousands) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Supplemental Disclosure of Cash Flow Information: | |||
| Cash payments for interest (excluding capitalized interest) and interest rate cap premiums | $381,410 | $252,371 | $188,587 |
| Cash payments for income taxes | $10,365 | $7,947 | $9,155 |
| Non-Cash Information: | |||
| Redeemable Class A unit measurement adjustment | $(138,114) | $221,145 | $(76,073) |
| Change in fair value of consolidated interest rate hedges and other | (112,051) | 190,494 | 51,337 |
| Write-off of fully depreciated assets | (82,343) | (278,561) | (123,537) |
| Accrued capital expenditures included in accounts payable and accrued expenses | 52,091 | 104,750 | 291,690 |
| Initial investment in Pier 94 joint venture upon contribution of leasehold interest | 50,090 | — | — |
| Decrease in assets and liabilities resulting from the deconsolidation of Pier 94: | |||
| Real estate | 21,693 | — | — |
| Right-of-use assets | 7,081 | — | — |
| Lease liabilities | (20,692) | — | — |
| Additional estimated lease liability arising from the recognition of right-of-use asset | — | 350,000 | — |
| Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale" | — | 32,604 | 16,014 |
| Reclassification of assets held for sale (included in "other assets") | — | — | 80,005 |
| Increase in assets and liabilities resulting from the consolidation of One Park Avenue: | |||
| Real estate | — | — | 566,013 |
| Identified intangible assets | — | — | 139,545 |
| Mortgages payable | — | — | 525,000 |
| Deferred revenue | — | — | 18,884 |
| Marketable securities transferred in connection with the defeasance of mortgage payable | — | — | (973,729) |
| Defeasance of mortgage payable | — | — | 950,000 |
To the Partners of Vornado Realty L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Vornado Realty L.P. and subsidiaries (the "Partnership") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with the accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2024, expressed an unqualified opinion on the Partnership's internal control over financial reporting.
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate Impairment – Refer to Notes 2, 5, 15, and 16 to the financial statements
Critical Audit Matter Description
The Partnership’s consolidated and unconsolidated real estate properties are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For consolidated properties, an impairment exists when the carrying amount of an asset exceeds the aggregate projected future cash flows over the anticipated holding period on an undiscounted basis. An impairment loss is measured based on the excess of the property’s carrying amount over its estimated fair value. For unconsolidated partially owned entities, an impairment loss is recorded when there is a decline in the estimated fair value of an investment below its carrying value, and the Partnership concludes that the decline is other-than-temporary during its intended holding period. Fair value is determined based on estimated cash flow projections that utilize discount and capitalization rates and available market information.
Preparing the Partnership’s estimated cash flow projections requires management to make significant estimates and assumptions related to future market rental rates, capitalization rates, and discount rates.
We identified the impairment of certain real estate properties as a critical audit matter because of the significant estimates and assumptions related to future market rental rates, capitalization rates and discount rates. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to impairment included the following, among others:
We tested the effectiveness of controls over management’s evaluation of recoverability of its real estate properties, including those over future market rental rates and capitalization rates used in the assessment.
We tested the effectiveness of controls over management’s evaluation of impairment of its real estate properties and investments in partially owned entities and measurement of that impairment based on discounted cash flows, including those over the future market rental rates, capitalization rates, and discount rates used in the assessment.
We evaluated the reasonableness of future market rental rates, capitalization rates, and discount rates used by management with independent market data, focusing on geographical location and property type. In addition, we developed ranges of independent estimates of future market rental rates, capitalization rates, and discount rates and compared those to the amounts used by management.
We involved our fair value specialists in providing comparable market transaction details to further evaluate management’s selected future market rental rates, capitalization rates, and discount rates, as applicable.
We evaluated the reasonableness of management’s projected future cash flow analyses by comparing management’s projections to the Partnership’s historical results.
We evaluated whether the assumptions were consistent with evidence obtained in other areas of the audit.
/s/DELOITTE & TOUCHE LLP
We have served as the Partnership’s auditor since 1997.
| (Amounts in thousands, except unit amounts) | As of December 31, | |
|---|---|---|
| 2023 | 2022 | |
| ASSETS | ||
| Real estate, at cost: | ||
| Land | $2,436,221 | $2,451,828 |
| Buildings and improvements | 9,952,954 | 9,804,204 |
| Development costs and construction in progress | 1,281,076 | 933,334 |
| Leasehold improvements and equipment | 130,953 | 125,389 |
| Total | 13,801,204 | 13,314,755 |
| Less accumulated depreciation and amortization | (3,752,827) | (3,470,991) |
| Real estate, net | 10,048,377 | 9,843,764 |
| Right-of-use assets | 680,044 | 684,380 |
| Cash and cash equivalents | 997,002 | 889,689 |
| Restricted cash | 264,582 | 131,468 |
| Investments in U.S. Treasury bills | — | 471,962 |
| Tenant and other receivables | 69,543 | 81,170 |
| Investments in partially owned entities | 2,610,558 | 2,665,073 |
| 220 Central Park South condominium units ready for sale | 35,941 | 43,599 |
| Receivable arising from the straight-lining of rents | 701,666 | 694,972 |
| Deferred leasing costs, net of accumulated amortization of $249,347 and $237,395 | 355,010 | 373,555 |
| Identified intangible assets, net of accumulated amortization of $98,589 and $98,139 | 127,082 | 139,638 |
| Other assets | 297,860 | 474,105 |
| $16,187,665 | $16,493,375 | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | ||
| Mortgages payable, net | $5,688,020 | $5,829,018 |
| Senior unsecured notes, net | 1,193,873 | 1,191,832 |
| Unsecured term loan, net | 794,559 | 793,193 |
| Unsecured revolving credit facilities | 575,000 | 575,000 |
| Lease liabilities | 732,859 | 735,969 |
| Accounts payable and accrued expenses | 411,044 | 450,881 |
| Deferred revenue | 32,199 | 39,882 |
| Deferred compensation plan | 105,245 | 96,322 |
| Other liabilities | 311,132 | 268,166 |
| Total liabilities | 9,843,931 | 9,980,263 |
| Commitments and contingencies | ||
| Redeemable noncontrolling interests: | ||
| Class A units - 17,000,030 and 14,416,891 units outstanding | 480,251 | 345,157 |
| Series D cumulative redeemable preferred units - 141,400 units outstanding | 3,535 | 3,535 |
| Total redeemable noncontrolling partnership units | 483,786 | 348,692 |
| Redeemable noncontrolling interest in a consolidated subsidiary | 154,662 | 88,040 |
| Total redeemable noncontrolling interests | 638,448 | 436,732 |
| Partners' equity: | ||
| Partners' capital | 9,453,344 | 9,559,341 |
| Earnings less than distributions | (4,009,395) | (3,894,580) |
| Accumulated other comprehensive income | 65,115 | 174,967 |
| Total partners' equity | 5,509,064 | 5,839,728 |
| Noncontrolling interests in consolidated subsidiaries | 196,222 | 236,652 |
| Total equity | 5,705,286 | 6,076,380 |
| $16,187,665 | $16,493,375 | |
See notes to the consolidated financial statements.
| (Amounts in thousands, except per unit amounts) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| REVENUES: | |||
| Rental revenues | $1,607,486 | $1,607,685 | $1,424,531 |
| Fee and other income | 203,677 | 192,310 | 164,679 |
| Total revenues | 1,811,163 | 1,799,995 | 1,589,210 |
| EXPENSES: | |||
| Operating | (905,158) | (873,911) | (797,315) |
| Depreciation and amortization | (434,273) | (504,502) | (412,347) |
| General and administrative | (162,883) | (133,731) | (134,545) |
| (Expense) benefit from deferred compensation plan liability | (12,162) | 9,617 | (9,847) |
| Impairment losses, transaction related costs and other | (50,691) | (31,722) | (13,815) |
| Total expenses | (1,565,167) | (1,534,249) | (1,367,869) |
| Income (loss) from partially owned entities | 38,689 | (461,351) | 130,517 |
| Income from real estate fund investments | 1,590 | 3,541 | 11,066 |
| Interest and other investment income, net | 41,697 | 19,869 | 4,612 |
| Income (loss) from deferred compensation plan assets | 12,162 | (9,617) | 9,847 |
| Interest and debt expense | (349,223) | (279,765) | (231,096) |
| Net gains on disposition of wholly owned and partially owned assets | 71,199 | 100,625 | 50,770 |
| Income (loss) before income taxes | 62,110 | (360,952) | 197,057 |
| Income tax (expense) benefit | (29,222) | (21,660) | 10,496 |
| Net income (loss) | 32,888 | (382,612) | 207,553 |
| Less net loss (income) attributable to noncontrolling interests in consolidated subsidiaries | 75,967 | 5,737 | (24,014) |
| Net income (loss) attributable to Vornado Realty L.P. | 108,855 | (376,875) | 183,539 |
| Preferred unit distributions | (62,231) | (62,231) | (66,035) |
| Series K preferred unit issuance costs | — | — | (9,033) |
| NET INCOME (LOSS) attributable to Class A unitholders | $46,624 | $(439,106) | $108,471 |
| INCOME (LOSS) PER CLASS A UNIT - BASIC: | |||
| Net income (loss) per Class A unit | $0.22 | $(2.15) | $0.52 |
| Weighted average units outstanding | 205,105 | 205,315 | 204,728 |
| INCOME (LOSS) PER CLASS A UNIT - DILUTED: | |||
| Net income (loss) per Class A unit | $0.22 | $(2.15) | $0.51 |
| Weighted average units outstanding | 205,956 | 205,315 | 205,644 |
| (Amounts in thousands) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Net income (loss) | $32,888 | $(382,612) | $207,553 |
| Other comprehensive (loss) income: | |||
| Change in fair value of interest rate swaps and other | (112,051) | 190,493 | 51,338 |
| Other comprehensive (loss) income of nonconsolidated subsidiaries | (8,286) | 18,874 | 10,275 |
| Comprehensive (loss) income | (87,449) | (173,245) | 269,166 |
| Less comprehensive loss (income) attributable to noncontrolling interests in consolidated subsidiaries | 79,686 | 3,121 | (24,014) |
| Comprehensive (loss) income attributable to Vornado Realty L.P. | $(7,763) | $(170,124) | $245,152 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| (Amounts in thousands, except per unit amount) · Non-controllingInterests inConsolidatedSubsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| Preferred Units · Class A UnitsOwned by Vornado · EarningsLess ThanDistributions · AccumulatedOtherComprehensive Income · TotalEquity | ||||||||
| Units · Amount · Units · Amount | ||||||||
| Balance as of December 31, 2022 | 48,793 | $1,182,459 | 191,867 | $8,376,882 | $(3,894,580) | $174,967 | $236,652 | $6,076,380 |
| Net income attributable to Vornado Realty L.P. | — | — | — | — | 108,855 | — | — | 108,855 |
| Net income attributable to redeemable partnership units | — | — | — | — | (3,361) | — | — | (3,361) |
| Net loss attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | (36,582) | (36,582) |
| Distributions to Vornado ($0.675 per unit) | — | — | — | — | (129,066) | — | — | (129,066) |
| Distributions to preferred unitholders (see Note 11 for distributions per unit amounts) | — | — | — | — | (62,116) | — | — | (62,116) |
| Class A units issued to Vornado: | ||||||||
| Upon redemption of redeemable Class A units, at redemption value | — | — | 539 | 8,489 | — | — | — | 8,489 |
| Under Vornado's dividend reinvestment plan | — | — | 11 | 146 | — | — | — | 146 |
| Contributions | — | — | — | — | — | — | 24,033 | 24,033 |
| Distributions | — | — | — | — | — | — | (21,526) | (21,526) |
| Deferred compensation units and options | — | — | (2) | 321 | (25) | — | — | 296 |
| Repurchase of Class A units owned by Vornado | — | — | (2,024) | (81) | (29,102) | — | — | (29,183) |
| Other comprehensive loss of nonconsolidated subsidiaries | — | — | — | — | — | (8,286) | — | (8,286) |
| Change in fair value of interest rate swaps and other | — | — | — | — | — | (112,051) | — | (112,051) |
| Unearned 2020 Out-Performance Plan and 2019 Performance AO LTIP awards | — | — | — | 20,668 | — | — | — | 20,668 |
| Redeemable Class A unit measurement adjustment | — | — | — | (135,540) | — | (2,574) | — | (138,114) |
| Noncontrolling interests' share of other comprehensive loss | — | — | — | — | — | 13,059 | (3,719) | 9,340 |
| Deconsolidation of partially owned entity | — | — | — | — | — | — | (2,636) | (2,636) |
| Balance as of December 31, 2023 | 48,793 | $1,182,459 | 190,391 | $8,270,885 | $(4,009,395) | $65,115 | $196,222 | $5,705,286 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED
| (Amounts in thousands, except per unit amounts) · Non-controllingInterests inConsolidatedSubsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| Preferred Units · Class A UnitsOwned by Vornado · EarningsLess ThanDistributions · AccumulatedOtherComprehensive(Loss) Income · TotalEquity | ||||||||
| Units · Amount · Units · Amount | ||||||||
| Balance as of December 31, 2021 | 48,793 | $1,182,459 | 191,724 | $8,150,741 | $(3,079,320) | $(17,534) | $278,892 | $6,515,238 |
| Net loss attributable to Vornado Realty L.P. | — | — | — | — | (376,875) | — | — | (376,875) |
| Net loss attributable to redeemable partnership units | — | — | — | — | 30,376 | — | — | 30,376 |
| Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | 3,931 | 3,931 |
| Distributions to Vornado ($2.12 per unit) | — | — | — | — | (406,562) | — | — | (406,562) |
| Distributions to preferred unitholders (see Note 11 for distributions per unit amounts) | — | — | — | — | (62,116) | — | — | (62,116) |
| Class A units issued to Vornado: | ||||||||
| Upon redemption of redeemable Class A units, at redemption value | — | — | 117 | 3,524 | — | — | — | 3,524 |
| Under Vornado's employees' share option plan | — | — | — | 7 | — | — | — | 7 |
| Under Vornado's dividend reinvestment plan | — | — | 28 | 878 | — | — | — | 878 |
| Contributions | — | — | — | — | — | — | 5,609 | 5,609 |
| Distributions | — | — | — | — | — | — | (54,388) | (54,388) |
| Deferred compensation units and options | — | — | (2) | 588 | (85) | — | — | 503 |
| Other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | 18,874 | — | 18,874 |
| Change in fair value of interest rate swaps and other | — | — | — | — | — | 190,494 | — | 190,494 |
| Redeemable Class A unit measurement adjustment | — | — | — | 221,145 | — | — | — | 221,145 |
| Noncontrolling interests' share of other comprehensive income | — | — | — | — | — | (16,866) | 2,616 | (14,250) |
| Other | — | — | — | (1) | 2 | (1) | (8) | (8) |
| Balance as of December 31, 2022 | 48,793 | $1,182,459 | 191,867 | $8,376,882 | $(3,894,580) | $174,967 | $236,652 | $6,076,380 |
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY – CONTINUED
| (Amounts in thousands, except per unit amount) · Non-controllingInterests inConsolidatedSubsidiaries | ||||||||
|---|---|---|---|---|---|---|---|---|
| Preferred Units · Class A UnitsOwned by Vornado · EarningsLess ThanDistributions · AccumulatedOtherComprehensiveLoss · TotalEquity | ||||||||
| Units · Amount · Units · Amount | ||||||||
| Balance as of December 31, 2020 | 48,793 | $1,182,339 | 191,355 | $8,200,140 | $(2,774,182) | $(75,099) | $414,957 | $6,948,155 |
| Net income attributable to Vornado Realty L.P. | — | — | — | — | 183,539 | — | — | 183,539 |
| Net income attributable to redeemable partnership units | — | — | — | — | (7,540) | — | — | (7,540) |
| Net income attributable to nonredeemable noncontrolling interests in consolidated subsidiaries | — | — | — | — | — | — | 20,826 | 20,826 |
| Distributions to Vornado ($2.12 per unit) | — | — | — | — | (406,109) | — | — | (406,109) |
| Distributions to preferred unitholders (see Note 11 for distributions per unit amounts) | — | — | — | — | (65,880) | — | — | (65,880) |
| Series O cumulative redeemable preferred units issuance | 12,000 | 291,153 | — | — | — | — | — | 291,153 |
| Class A units issued to Vornado: | ||||||||
| Upon redemption of redeemable Class A units, at redemption value | — | — | 350 | 14,576 | — | — | — | 14,576 |
| Under Vornado's employees' share option plan | — | — | 1 | 22 | — | — | — | 22 |
| Under Vornado's dividend reinvestment plan | — | — | 21 | 877 | — | — | — | 877 |
| Contributions | — | — | — | — | — | — | 4,052 | 4,052 |
| Distributions | — | — | — | — | — | — | (160,975) | (160,975) |
| Conversion of Series A preferred units to Class A units | — | (13) | 1 | 13 | — | — | — | — |
| Deferred compensation units and options | — | — | (4) | 906 | (114) | — | — | 792 |
| Other comprehensive income of nonconsolidated subsidiaries | — | — | — | — | — | 10,275 | — | 10,275 |
| Change in fair value of interest rate swaps | — | — | — | — | — | 51,337 | — | 51,337 |
| Unearned 2018 Out-Performance Plan awards acceleration | — | — | — | 10,283 | — | — | — | 10,283 |
| Redeemable Class A unit measurement adjustment | — | — | — | (76,073) | — | — | — | (76,073) |
| Series K cumulative redeemable preferred units called for redemption | (12,000) | (290,967) | — | — | (9,033) | — | — | (300,000) |
| Noncontrolling interests' share of other comprehensive income | — | — | — | — | — | (4,048) | — | (4,048) |
| Other | — | (53) | — | (3) | (1) | 1 | 32 | (24) |
| Balance as of December 31, 2021 | 48,793 | $1,182,459 | 191,724 | $8,150,741 | $(3,079,320) | $(17,534) | $278,892 | $6,515,238 |
| (Amounts in thousands) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Cash Flows from Operating Activities: | |||
| Net income (loss) | $32,888 | $(382,612) | $207,553 |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
| Depreciation and amortization (including amortization of deferred financing costs) | 457,574 | 526,306 | 432,594 |
| Distributions of income from partially owned entities | 172,873 | 184,501 | 214,521 |
| Net gains on disposition of wholly owned and partially owned assets | (71,199) | (100,625) | (50,770) |
| Real estate impairment losses | 45,007 | 19,098 | 7,880 |
| Stock-based compensation expense | 43,201 | 29,249 | 38,329 |
| Equity in net (income) loss of partially owned entities | (38,689) | 461,351 | (130,517) |
| Change in deferred tax liability | 17,020 | 14,005 | 11,243 |
| Amortization of interest rate cap premiums | 10,989 | 430 | 11 |
| Straight-lining of rents | (8,808) | (46,177) | 8,644 |
| Credit losses on investments | 8,269 | — | — |
| Amortization of below-market leases, net | (5,268) | (5,178) | (9,249) |
| Net realized and unrealized (gain) loss on real estate fund investments | (1,861) | 2,589 | (4,621) |
| Return of capital from real estate fund investments | 1,861 | 5,141 | 5,104 |
| Write-off of lease receivables deemed uncollectible | 1,008 | 872 | 7,695 |
| Defeasance cost in connection with refinancing of mortgage payable | — | — | 23,729 |
| Other non-cash adjustments | 8,866 | 2,660 | (3,886) |
| Changes in operating assets and liabilities: | |||
| Real estate fund investments | — | — | (4,474) |
| Tenant and other receivables | 9,379 | (4,437) | (187) |
| Prepaid assets | (12,854) | 104,186 | 30,466 |
| Other assets | (79,110) | (34,615) | (54,716) |
| Lease liabilities | 17,582 | 15,658 | (4,091) |
| Accounts payable and accrued expenses | 10,723 | 5,718 | 35,856 |
| Other liabilities | 28,701 | 824 | 692 |
| Net cash provided by operating activities | 648,152 | 798,944 | 761,806 |
| Cash Flows from Investing Activities: | |||
| Development costs and construction in progress | (552,701) | (737,999) | (585,940) |
| Proceeds from maturities of U.S. Treasury bills | 468,598 | 597,499 | — |
| Additions to real estate | (211,899) | (159,796) | (149,461) |
| Proceeds from sales of real estate | 123,519 | 373,264 | 100,024 |
| Proceeds from repayment of participation in 150 West 34th Street mortgage loan | 105,000 | — | — |
| Investments in partially owned entities | (57,297) | (33,172) | (14,997) |
| Acquisitions of real estate and other | (33,145) | (3,000) | (3,000) |
| Proceeds from sale of condominium units at 220 Central Park South | 24,484 | 88,019 | 137,404 |
| Distributions of capital from partially owned entities | 18,869 | 34,417 | 106,005 |
| Deconsolidation of cash and restricted cash held by a previously consolidated entity | (14,216) | — | — |
| Purchase of U.S. Treasury bills | — | (1,066,096) | — |
| Acquisition of additional 45.0% ownership interest in One Park Avenue (inclusive of $5,806 of prorations and net working capital and net of $39,370 of cash and restricted cash balances consolidated upon acquisition) | — | — | (123,936) |
| Proceeds from repayments of loans receivable | — | — | 1,554 |
| Net cash used in investing activities | (128,788) | (906,864) | (532,347) |
| (Amounts in thousands) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Cash Flows from Financing Activities: | |||
| Repayments of borrowings | $(148,000) | $(1,251,373) | $(1,584,243) |
| Contributions from noncontrolling interests in consolidated subsidiaries | 132,701 | 5,609 | 4,052 |
| Distributions to Vornado | (129,066) | (406,562) | (406,109) |
| Distributions to preferred unitholders | (62,116) | (62,116) | (65,880) |
| Distributions to redeemable security holders and noncontrolling interests in consolidated subsidiaries | (38,970) | (84,699) | (190,876) |
| Repurchase of Class A units owned by Vornado | (29,183) | — | — |
| Deferred financing costs | (4,424) | (32,706) | (51,184) |
| Proceeds received from exercise of Vornado stock options and other | 146 | 885 | 899 |
| Repurchase of Class A units related to stock compensation agreements and related tax withholdings and other | (25) | (85) | (1,567) |
| Proceeds from borrowings | — | 1,029,773 | 3,248,007 |
| Purchase of marketable securities in connection with defeasance of mortgage payable | — | — | (973,729) |
| Redemption of preferred units | — | — | (300,000) |
| Proceeds from the issuance of preferred units | — | — | 291,153 |
| Net cash used in financing activities | (278,937) | (801,274) | (29,477) |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 240,427 | (909,194) | 199,982 |
| Cash and cash equivalents and restricted cash at beginning of period | 1,021,157 | 1,930,351 | 1,730,369 |
| Cash and cash equivalents and restricted cash at end of period | $1,261,584 | $1,021,157 | $1,930,351 |
| Reconciliation of Cash and Cash Equivalents and Restricted Cash: | |||
|---|---|---|---|
| Cash and cash equivalents at beginning of period | $889,689 | $1,760,225 | $1,624,482 |
| Restricted cash at beginning of period | 131,468 | 170,126 | 105,887 |
| Cash and cash equivalents and restricted cash at beginning of period | $1,021,157 | $1,930,351 | $1,730,369 |
| Cash and cash equivalents at end of period | $997,002 | $889,689 | $1,760,225 |
| Restricted cash at end of period | 264,582 | 131,468 | 170,126 |
| Cash and cash equivalents and restricted cash at end of period | $1,261,584 | $1,021,157 | $1,930,351 |
| (Amounts in thousands) | For the Year Ended December 31, | ||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Supplemental Disclosure of Cash Flow Information: | |||
| Cash payments for interest (excluding capitalized interest) and interest rate cap premiums | $381,410 | $252,371 | $188,587 |
| Cash payments for income taxes | $10,365 | $7,947 | $9,155 |
| Non-Cash Information: | |||
| Redeemable Class A unit measurement adjustment | $(138,114) | $221,145 | $(76,073) |
| Change in fair value of consolidated interest rate hedges and other | (112,051) | 190,494 | 51,337 |
| Write-off of fully depreciated assets | (82,343) | (278,561) | (123,537) |
| Accrued capital expenditures included in accounts payable and accrued expenses | 52,091 | 104,750 | 291,690 |
| Initial investment in Pier 94 joint venture upon contribution of leasehold interest | 50,090 | — | — |
| Decrease in assets and liabilities resulting from the deconsolidation of Pier 94: | |||
| Real estate | 21,693 | — | — |
| Right-of-use assets | 7,081 | — | — |
| Lease liabilities | (20,692) | — | — |
| Additional estimated lease liability arising from the recognition of right-of-use asset | — | 350,000 | — |
| Reclassification of condominium units from "development costs and construction in progress" to "220 Central Park South condominium units ready for sale" | — | 32,604 | 16,014 |
| Reclassification of assets held for sale (included in "other assets") | — | — | 80,005 |
| Increase in assets and liabilities resulting from the consolidation of One Park Avenue: | |||
| Real estate | — | — | 566,013 |
| Identified intangible assets | — | — | 139,545 |
| Mortgages payable | — | — | 525,000 |
| Deferred revenue | — | — | 18,884 |
| Marketable securities transferred in connection with the defeasance of mortgage payable | — | — | (973,729) |
| Defeasance of mortgage payable | — | — | 950,000 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.