Vornado Realty Trust Files 2023 Annual Report on Form 10-K

TL;DR

<b>Vornado Realty Trust has submitted its 2023 10-K, detailing financial performance and corporate structure.</b>

AI Summary

VORNADO REALTY TRUST (VNO-PO) filed a Annual Report (10-K) with the SEC on February 12, 2024. Vornado Realty Trust filed its 10-K for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. Key financial data points such as rental revenue and fee/other income are reported for 2023, 2022, and 2021. The report details various share and unit classes, including common stock, preferred stock, and partnership interests. Vornado Realty LP, a related entity, also has its financial information included in the filing.

Why It Matters

For investors and stakeholders tracking VORNADO REALTY TRUST, this filing contains several important signals. This 10-K provides a comprehensive overview of Vornado's financial health and operational activities for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects. The detailed breakdown of revenues, equity, and debt instruments offers insights into the company's capital structure and its ability to generate income from its real estate portfolio.

Risk Assessment

Risk Level: medium — VORNADO REALTY TRUST shows moderate risk based on this filing. The filing is a standard annual report (10-K), which inherently contains a broad range of risks associated with the real estate industry, including market fluctuations, interest rate sensitivity, and operational challenges, as detailed within the full report.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand Vornado's performance and potential challenges in the current real estate market.

Revenue Breakdown

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-02-12 — Filing Date (Filed as of date)
• 156 — Public Document Count (Number of documents in the filing)
• 6798 — SIC Code (Standard Industrial Classification for Real Estate Investment Trusts)

Key Players & Entities

• VORNADO REALTY TRUST (company) — Filer name
• VORNADO REALTY LP (company) — Filer name
• 2023-12-31 (date) — Conformed period of report
• 2024-02-12 (date) — Filed as of date
• 888 SEVENTH AVE (address) — Business address of Vornado Realty Trust
• NEW YORK (location) — City for Vornado Realty Trust's business address
• 212-894-7000 (phone) — Business phone for Vornado Realty Trust
• 210 ROUTE 4 EAST (address) — Business address of Vornado Realty LP

Forward-Looking Statements

• Vornado's rental revenue will remain a critical metric for its stock performance. (VORNADO REALTY TRUST) — high confidence, target: 2024-12-31
• The company's focus will continue to be on its core real estate operations as a REIT. (VORNADO REALTY TRUST) — high confidence, target: 2024-12-31

FAQ

Key Dates

• 2024-02-12: 10-K Filing — Submission of the annual report for the fiscal year ended December 31, 2023.

Key Financial Figures

• $25.00 — ficial interest, liquidation preference $25.00 per share: Vornado Realty Trust 5.40%
• $50.00 — ficial interest, liquidation preference $50.00 per share Vornado Realty L.P. Class A
• $100 million — llowing sale transactions during 2023: $100 million sale of four Manhattan retail propertie
• $71 million — Street, 443 Broadway and 692 Broadway; $71 million sale by Alexander's (32.4% interest) of
• $24 million — est) of its Rego Park III land parcel; $24 million sale of The Armory Show located in New
• $1.2 billion — ng financing transactions during 2023: $1.2 billion of interest rate swap arrangements; $9
• $950 million — on of interest rate swap arrangements; $950 million 1.00% SOFR interest rate cap arrangemen
• $355 million — ricas mortgage loan (70.0% ownership); $355 million restructuring of 697-703 Fifth Avenue (
• $183 million — 97-703 Fifth Avenue (44.8% ownership); $183 million construction loan for Sunset Pier 94 St
• $129 million — set Pier 94 Studios (49.9% ownership); $129 million refinancing of 512 West 22nd Street (55
• $75 million — 512 West 22nd Street (55% ownership); $75 million refinancing of 150 West 34th Street; an
• $54 million — financing of 150 West 34th Street; and $54 million refinancing of 825 Seventh Avenue offic
• $750,000,000 — cost of this project is estimated to be $750,000,000, of which $638,959,000 has been expende
• $638,959,000 — estimated to be $750,000,000, of which $638,959,000 has been expended as of December 31, 20
• $100,000,000 — f these improvements is estimated to be $100,000,000, of which $47,424,000 has been expended

Filing Documents

• vno-20231231.htm (10-K) — 5148KB
• ex43123123.htm (EX-4.3) — 84KB
• ex44123123.htm (EX-4.4) — 90KB
• ex21123123.htm (EX-21.1) — 295KB
• ex231123123.htm (EX-23.1) — 7KB
• ex232123123.htm (EX-23.2) — 2KB
• ex311123123.htm (EX-31.1) — 10KB
• ex312123123.htm (EX-31.2) — 10KB
• ex313123123.htm (EX-31.3) — 9KB
• ex314123123.htm (EX-31.4) — 9KB
• ex321123123.htm (EX-32.1) — 5KB
• ex322123123.htm (EX-32.2) — 5KB
• ex323123123.htm (EX-32.3) — 6KB
• ex324123123.htm (EX-32.4) — 6KB
• exhibit971.htm (EX-97.1) — 28KB
• vno-20231231_g1.jpg (GRAPHIC) — 111KB
• 0000899689-24-000005.txt (&nbsp;) — 23649KB
• vno-20231231.xsd (EX-101.SCH) — 156KB
• vno-20231231_cal.xml (EX-101.CAL) — 126KB
• vno-20231231_def.xml (EX-101.DEF) — 1169KB
• vno-20231231_lab.xml (EX-101.LAB) — 1577KB
• vno-20231231_pre.xml (EX-101.PRE) — 1378KB
• vno-20231231_htm.xml (XML) — 3333KB

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable; and Item 8. Financial Statements and Supplementary Data which includes the following specific disclosures for Vornado Realty Trust and Vornado Realty L.P.: Note 10. Redeemable Noncontrolling Interests Note 11. Shareholders' Equity/Partners' Capital Note 12. Stock-based Compensation Note 13. Income (Loss) Per Share/Income (Loss) Per Class A Unit This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Vornado and the Operating Partnership in order to establish that the requisite certifications have been made and that Vornado and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. 1350. INDEX Item Financial Information: Page Number PART I. 1.

Risk Factors

Risk Factors 12 1B. Unresolved Staff Comments 24 1 C . Cybersecurity 25 2.

Legal Proceedings

Legal Proceedings 32 4. Mine Safety Disclosures 32 PART II. 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 6. Reserved 33 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 34 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 57 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 59 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 118 9A.

Controls and Procedures

Controls and Procedures 118 9B. Other Information 122 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 122 PART III. 10. Directors, Executive Officers and Corporate Governance (1) 122 11.

Executive Compensation (1)

Executive Compensation (1) 122 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (1)

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (1) 123 13. Certain Relationships and Related Transactions, and Director Independence (1) 123 14. Principal Accountant Fees and Services (1) 123 PART IV. 15. Exhibits and Financial Statement Schedules 123 16. Form 10-K Summary 132

Signatures

Signatures 133 ________________________________________ (1) These items are omitted in whole or in part because Vornado, the Operating Partnership's sole general partner, will file a definitive Proxy Statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 with the Securities and Exchange Commission no later than 120 days after December 31, 2023, portions of which are incorporated by reference herein. 5

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain statements contained herein constitute forwardlooking 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 future 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 Annual Report on Form 10K. We also note the following forward-looking statements: in the case of our development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete; estimates of future capital expenditures, and the timing and form of dividends to common and preferred shareholders and operating partnership distributions, and the amount and form of potential share repurchases and/or asset sales. 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" in this Annual Report on Form 10-K. 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 Annual Report on Form 10-K or the date of any document incorporated by reference. All subsequent written and oral forward-looking statements attributable to

BUSINESS

ITEM 1. BUSINESS Vornado is a fullyintegrated REIT and conducts its business through, and substantially all of its interests in properties are held by, the Operating Partnership, a Delaware limited partnership. Accordingly, Vornado's cash flow and ability to pay dividends to its shareholders are 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. Vornado is the sole general partner of and owned approximately 91.0% of the common limited partnership interest in the Operating Partnership as of December 31, 2023. We currently own all or portions of: New York: 57 Manhattan operating properties consisting of: 20.4 million square feet of office space in 30 of the properties; 2.4 million square feet of street retail space in 50 of the properties; 1,662 units in five residential properties; Multiple development sites, including 350 Park Avenue, Sunset Pier 94 Studios and the Hotel Pennsylvania site; A 32.4% interest in Alexander's, Inc. ("Alexander's") (NYSE: ALX), which owns five properties in the greater New York metropolitan area, including 731 Lexington Avenue, the 1.1 million square foot Bloomberg, L.P. headquarters building, and The Alexander, a 312-unit apartment tower in Queens; Signage throughout the Penn District and Times Square; and Building Maintenance Services LLC ("BMS"), a wholly owned subsidiary, which provides cleaning and security services for our buildings and third parties. Other Real Estate and Investments: The 3.7 million square foot THE MART in Chicago; A 70% controlling interest in 555 California Street, a three-building office complex in San Francisco's financial district aggregating 1.8 million square feet; and Other real estate and investments. OBJECTIVES AND STRATEGY Our business objective is to maximize Vornado shareholder value. We intend to achieve this objective by continuing to pursue our investment philosophy and

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View this 10-K filing on SEC EDGAR