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EX-99.1 - EX-99.1 - VORNADO REALTY TRUSTa14-10468_1ex99d1.htm

Exhibit 99.2

[LOGO]

 


Forward Looking Statements 2 Certain statements contained in this investor presentation constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Consequently, the future results, financial condition and business of Vornado Realty Trust (“Vornado”) and of the planned spin-off entity (“SpinCo”) 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 similar expressions in this presentation. 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; and estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions. 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. These factors include, among others: uncertainties as to the timing of the spin-off and whether it will be completed, the possibility that various closing conditions to the spin-off may not be satisfied or waived, the expected tax treatment of the spin-off, the composition of the spin-off portfolio, the possibility that third-party consents required to transfer certain properties in the spin-off will not be received, the impact of the spin-off on the businesses of Vornado and SpinCo, the timing of and costs associated with property improvements, financing commitments, and general competitive factors. For further discussion of factors that could materially affect the outcome of our forward-looking statements and other risks and uncertainties, see “Risk Factors” in Vornado’s annual and quarterly periodic reports filed with the SEC. 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. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this presentation.

 


3 Introduction SpinCo will consist of 85 shopping centers: 81 strip centers totaling 12.6MM square feet concentrated in high barrier-to-entry, Northeast markets 4 malls aggregating 3.5MM square feet with in-line sales averaging $472 psf and underutilized land available for future development; includes the powerful Outlets at Bergen Town Center Jeff Olson will join as SpinCo’s Chairman and CEO SpinCo is positioned for success Dedicated management team with a strong track record High quality asset base in supply-constrained markets with excellent demographics Substantial embedded growth from lease-up, redevelopment and development Liquidity and balance sheet capacity for growth Generated 2013 pro forma EBITDA of approximately $187MM Interim transitional support pursuant to a Transition Services Agreement SpinCo Post spin-off, Vornado will have a concentration of premier assets and a focused strategy of growing its dominant positions in New York City and Washington, D.C. office and Manhattan street retail Vornado will receive all consideration from the disposition of Beverly Connection and Springfield Town Center No change expected to credit ratings Vornado Vornado has announced its intention to spin-off its shopping center business in a tax-free transaction Vornado will retain 20 small / non-strategic retail assets worth approximately $100MM, which will be disposed of near-term These actions, coupled with previous and pending dispositions (Beverly Connection and Springfield Town Center), will complete Vornado’s exit from its non-street retail segment Vornado anticipates that its current annualized dividend of $2.92 per share will be maintained through the combination of Vornado’s and SpinCo’s dividends The spin-off is expected to be completed in the fourth quarter of 2014 Transaction

 


Transaction Rationale and Investor Benefits 4 Continues simplification Enhances focus on NYC and Washington, D.C. portfolios, which are expected to drive long-term growth Efficient execution with minimal friction costs Creates a focused shopping center company Accelerated growth from a dedicated management team and capital allocation strategy High quality portfolio (urban, supply-constrained locations with superior demographics) Vornado Common Shareholders / Vornado Realty L.P. Common Unitholders Will Receive Shares of SpinCo in a 1:2 Distribution(1) Shopping Center REIT Positioned to Outperform Premier Office Buildings and Manhattan Street Retail Benefits to Vornado Benefits to SpinCo We believe the spin-off will enhance shareholder value by creating two focused companies executing two distinct business strategies Improves transparency and better highlights the attributes of both companies Separates two non-synergistic businesses Enables investors to invest in two separate pure-play platforms Note (1) Every two common Vornado shares / Vornado Realty L.P. common units will receive one SpinCo share Mutual Benefits

 


Pro Forma Vornado 5 Manhattan Street Retail Washington, D.C. Other Non-NYC Retail NYC Office(1) Vornado: Status Quo 2013 Comparable EBITDA ($1.6Bn) Composition Vornado: Pro Forma(2) 2013 Comparable EBITDA ($1.4Bn) Composition Manhattan Street Retail Washington, D.C. Other NYC Office(1) New York City Washington, D.C. 67% of EBITDA 24% of EBITDA Notes (1) New York City Office segment includes hotel and residential assets (2) Pro Forma for spin-off and disposition of held-for-sale retail assets Following the spin-off, Vornado will be predominantly focused on NYC and Washington, D.C. with ~91% of EBITDA generated by its irreplaceable portfolios in these markets Vornado office business includes trophy assets in world-class markets Manhattan street retail is some of the most valuable and difficult to acquire real estate in the world; Vornado is the only REIT with significant ownership of Manhattan street retail

 


6 SpinCo Overview

 


Investment Highlights 7 Exceptionally high quality portfolio of 85 shopping centers concentrated in high barrier-to-entry markets throughout the Northeast Densely populated trade areas with an average population of 149,000 within 3 miles, amongst the highest in the REIT shopping center sector Average base rents of $18.75 per square foot, the third highest in the REIT shopping center sector Premier New York metropolitan area market locations represent more than 70% of portfolio value Liquidity and balance sheet capacity for growth Significant growth potential from near-term development and redevelopment opportunities Supermarket sales averaging $672 per square foot, the highest productivity reported by any shopping center REIT High quality, proven management team to be led by Jeff Olson, Chairman and CEO, who will come from Equity One, and industry veteran Bob Minutoli, COO, who is currently running the portfolio Majority of the sites would be nearly impossible to replicate today due to land scarcity and formidable entitlement hurdles – many date back to Two Guys from Harrison

 


SpinCo Portfolio Snapshot 8 PA 2.0MM SF NJ 8.7MM SF 2013 EBITDA by Geography NY 2.4MM SF Other(4) 1.9MM SF PR 1.0MM SF Irreplaceable portfolio of shopping centers concentrated in dense, high barrier-to-entry markets with attractive demographics Notes (1) Figure excludes JV interests and land and buildings owned by tenants (2) Figure represents total portfolio; owned SF occupancy of 95.6% (3) 3 mile represents non-power centers; 7 mile represents power centers. Data per DemographicsNow, a product of Alteryx, Inc. (4) Other states include California, Connecticut, Maryland, Massachusetts, New Hampshire, South Carolina and Virginia. Totals may not sum due to rounding Portfolio Summary Number of Assets 85 Total Square Footage (MM) 16.1 Total Owned Square Footage (MM)(1) 14.6 Number of States (Incl. PR) 11 Occupancy %(2) 95.5% 3 Mile Population(3) 149k 3 Mile Median Household Income(3) $71k 7 Mile Population(3) 886k 7 Mile Median Household Income(3) $67K 2013 Pro Forma EBITDA ($MMs) ~$187 Puerto Rico

 


SpinCo Demographics 9 Well positioned in densely populated and high barrier-to-entry markets Non-Power Center Average 3 mile Population (in 000s)(1) Non-Power Center Median 3 mile Household Income (in $000s)(1) Source: Green Street Advisors March 2014 Strip Sector Update. SpinCo data per DemographicsNow, a product of Alteryx, Inc. Note (1) Non-power center includes all other assets (2) Power center defined as 3 or more big boxes including supermarkets Power Center Average 7 mile Population (in 000s)(2) Power Center Median 7 mile Household Income (in $000s)(2)

 


10 Strong demographic profile and high barrier-to-entry market presence validated by rents Source: Comparable data per Green Street Advisors March 2014 Strip Sector Update 2013 Average Base Rent PSF SpinCo Relative to Peer Universe

 


SpinCo Tenant Profile 11 Diverse, high quality retailer base Top Tenants (% of 2013 Rental Revenue) Notes (1) Represents top 25 tenants by ABR of EQY, BRX, KIM, DDR, WRI, and FRT. Other peers do not disclose required detail for comparison. Percentages are weighted by ABR. Source is SEC filings (2) Vornado defines anchor tenants as over 10,000 square feet (3) Peer average excludes AKR and RPAI due to lack of detail in filings (4) AKR does not define size of anchor tenants, FRT and ROIC define anchor tenants as spaces over 15,000 square feet. All other peers define anchor tenants as spaces over 10,000 square feet 58% of SpinCo’s top 25 tenants by rental revenue have Investment Grade ratings. Compares to peer average of 52%(1) 61% of rental revenue generated from anchor(2) tenants. Compares to peer average of 53%(3)(4) $15.20 $7.27 $25.09 $8.73 $14.11 $11.77 $9.30 $15.72 $9.14 $10.71 ABR PSF

 


12 SpinCo Tenant Profile Select Tenants

 


SpinCo Historical Operating Performance 13 SpinCo’s portfolio has delivered consistent, stable performance over the past five years Historical Occupancy(1) Note (1) Figures represent owned square feet Historical Average Base Rent PSF(1)

 


SpinCo Historical Mark-to-Market 14 Strong Historical Mark-to-Market on Expiring Leases Note (1) BRX excluded and ROIC and RPAI shown as two year averages due to lack of required disclosure Three Year Average Cash Leasing Spreads(1) Source: Comparable data per company SEC filings and earnings call transcripts

 


SpinCo Lease Expiration Schedule 15 Low Level of Near-term Lease Expirations SF Expiring by Year(1) Notes (1) Figures represent owned square feet (2) Includes month-to-month leases (2) 614K 595K 646K 493K 1,293K 1,130K 967K 683K 948K 1,183K 5,238K Expiring SF

 


SpinCo Management and Board 16 Industry veteran Jeff Olson will join as Chairman and CEO Chief Executive Officer of Equity One (EQY) since 2006 Previously served as President of Kimco Realty Corp’s (KIM) Eastern and Western Divisions “Mr. Olson’s eight-year tenure at Equity One yielded above-average results as he transformed the company’s portfolio from a focus on sleepy Southeastern grocery anchored strip centers to a more urban, high-quality portfolio.” – Green Street Advisors, March 19, 2014 SpinCo will be a self-managed REIT Jeff Olson will join as CEO to lead SpinCo’s management team Bob Minutoli, Vornado’s EVP-Retail, will remain with SpinCo as COO along with the existing Vornado shopping center team CFO expected to be identified in the near future Interim support pursuant to a Transition Services Agreement Jeff Olson will also serve as SpinCo’s Chairman Vornado CEO Steven Roth will serve as a Director of SpinCo SpinCo Board to consist of a majority of independent Directors Management Board of Directors

 


Anticipated Process and Timing 17 Intend to file initial Form 10 registration statement with SEC in the second quarter of 2014 Target completion by end of 2014 The distribution is expected to be made on a pro rata 1:2 basis to Vornado common shareholders and Vornado Realty L.P. common unitholders as of the distribution record date Following the distribution, Vornado common shareholders will own shares in both Vornado and SpinCo and Vornado Realty L.P. common unitholders will hold both common units of Vornado Realty L.P. and shares of SpinCo The number of Vornado common shares owned by each shareholder and the number of Vornado Realty L.P. common units held by each unitholder will not change as a result of this distribution Declaration by the SEC that SpinCo’s registration statement is effective Approval of SpinCo listing by NYSE Final approval and declaration of the distribution by Vornado’s Board of Trustees Receipt of third party consents Other customary conditions In August 2013, Vornado initiated a Private Letter Ruling process in anticipation of this transaction and received a Private Letter Ruling in March 2014 Distribution is expected to qualify as tax-free to Vornado shareholders and Vornado Realty L.P. unitholders for U.S. federal income tax purposes, consistent with the Private Letter Ruling SpinCo intends to elect to be treated as a REIT for U.S. federal income tax purposes Transaction Timing Distribution Process Conditions Precedent SpinCo REIT Status / Tax Considerations

 


18 Appendix I

 


SpinCo Property List 19 No. Property Name State City % Ownership Weighted Average Rent Per Center(1) Own. Type % Occupancy Total Square Feet(2) Retail Anchors and Major Tenants New Jersey 1 East Brunswick NJ East Brunswick 100% $8.90 Fee 100.0% 428,000 Dick’s Sporting Goods, Kohl’s, P.C. Richard & Son, TJ Maxx, LA Fitness, Lowe’s 2 North Bergen (Tonnelle Avenue) NJ North Bergen 100% $24.30 Fee 100.0% 410,000 BJ’s Wholesale Club, Petsmart, Staples, Walmart 3 East Hanover NJ East Hanover 100% $19.15 Fee 94.5% 343,000 Dick’s Sporting Goods, Home Depot, Marshalls 4 Bricktown NJ Bricktown 100% $18.48 Fee 94.7% 279,000 Kohl’s, Marshalls, Old Navy, ShopRite 5 Union Plaza NJ Union 100% $25.26 Fee 99.4% 276,000 Lowe’s, Office Depot, Sleepy’s, Toys ‘R’ Us 6 Hackensack NJ Hackensack 100% $23.44 Fee 75.4% 275,000 Applebee’s, Home Depot, Petco, Sleepy’s, Staples 7 Totowa NJ Totowa 100% $19.28 Fee 100.0% 271,000 Bed Bath & Beyond, Home Depot, Marshall’s, Staples 8 Cherry Hill NJ Cherry Hill 100% $13.97 Fee 98.6% 263,000 Dollar Tree, Toys ‘R’ Us, Walmart 9 Jersey City NJ Jersey City 100% $21.79 Fee 100.0% 236,000 Burger King, Lowe’s, Party City, P.C. Richard & Son, Sleepy’s 10 Union NJ Vauxhall 100% $17.85 Fee 100.0% 232,000 Home Depot 11 Middletown NJ Middletown 100% $14.88 Fee 96.3% 231,000 Famous Footwear, Kohl’s, Stop & Shop 12 Woodbridge NJ Woodbridge 100% $22.35 Fee 84.1% 226,000 Dollar Tree, Payless, Walmart 13 Marlton NJ Marlton 100% $13.33 Fee 100.0% 213,000 Kohl’s, Petsmart, ShopRite 14 North Plainfield NJ North Plainfield 100% $17.75 Ground 85.0% 212,000 Costco 15 Bergen Town Center East NJ Paramus 100% $36.42 Fee 93.6% 211,000 Lowe’s, REI 16 Manalapan NJ Manalapan 100% $16.58 Fee 99.3% 208,000 A.C. Moore, Babies ‘R’ Us, Bed Bath & Beyond, Best Buy, Modell’s, Panera, Petsmart 17 East Rutherford NJ East Rutherford 100% $34.34 Fee 100.0% 197,000 Chili’s Lowe’s 18 Garfield NJ Garfield 100% $21.47 Fee 100.0% 195,000 Applebee’s, Marshalls, McDonalds, Walmart 19 Morris Plains NJ Morris Plains 100% $20.71 Fee 95.9% 177,000 Kohl’s, Sleepy’s 20 Dover NJ Rockaway 100% $12.02 Fee 96.3% 173,000 Applebee’s, Dollar Tree, ShopRite, TJ Maxx 21 Lodi (Route 17) NJ Lodi 100% $11.57 Fee 100.0% 171,000 National Wholesale Liquidators 22 Watchung NJ Watchung 100% $25.40 Fee 96.6% 170,000 BJ’s Wholesale Club, Buffalo Wild Wings, Vitamin Shoppe, Qdoba 23 Lawnside NJ Lawnside 100% $14.11 Fee 100.0% 145,000 Home Depot, Petsmart, Wendy’s 24 Hazlet NJ Hazlet 100% $2.64 Fee 100.0% 123,000 Stop & Shop 25 Kearny NJ Kearny 100% $16.11 Fee 43.5% 104,000 Applebee's, Burger King, Marshalls 26 Turnersville NJ Turnersville 100% $6.40 Fee 100.0% 96,000 The Dump 27 Lodi (Washington St.) NJ Lodi 100% $19.94 Fee 92.1% 85,000 Aldi, Blink Fitness, Burger King, Dollar Tree, USPS

 


SpinCo Property List (cont’d) 20 No. Property Name State City % Ownership Weighted Average Rent Per Center(1) Own. Type % Occupancy Total Square Feet(2) Retail Anchors and Major Tenants 28 Carlstadt NJ Carlstadt 100% $21.80 Ground 95.2% 78,000 Burger King, Stop & Shop 29 Paramus NJ Paramus 100% $42.23 Ground 100.0% 63,000 24 Hour Fitness, Miller’s Ale House 30 North Bergen (Kennedy Boulevard) NJ North Bergen 100% $26.76 Fee 100.0% 62,000 Food Basics, Payless 31 South Plainfield NJ South Plainfield 100% $21.68 Ground 85.9% 56,000 Party City, Red Lobster, Staples 32 Englewood NJ Englewood 100% $24.79 Fee 79.7% 41,000 Jos A Bank, New York Sports Club 33 Eatontown NJ Eatontown 100% $28.09 Fee 100.0% 30,000 Petco 34 East Hanover REI NJ East Hanover 100% $32.00 Fee 94.0% 26,000 REI 35 Montclair NJ Montclair 100% $23.34 Fee 100.0% 18,000 Whole Foods New York 36 Bruckner Plaza NY Bronx 100% $21.22 Fee 91.3% 501,000 Key Food, Kmart, Rite Aid, Toys ‘R’ Us 37 Buffalo NY Amherst 100% $8.94 Fee 100.0% 311,000 BJ’s Wholesale Club, DSW, Home Goods, LA Fitness, TJ Maxx, Toys ‘R’ Us 38 Big H Shopping Center NY Huntington 100% $14.78 Fee 97.9% 209,000 Burger King, Famous Footwear, Kmart, Marshalls, Old Navy, Outback Steakhouse, Petco 39 Rochester NY Rochester 100% - Fee 100.0% 205,000 Walmart 40 Mt. Kisco Commons NY Mt. Kisco 100% $22.20 Fee 100.0% 189,000 A&P, Applebee’s, Target 41 Freeport East NY Freeport 100% $18.61 Fee 100.0% 173,000 Home Depot, Optimum, Staples 42 Rochester NY Henrietta 100% $3.81 Ground 96.2% 165,000 Kohl’s, Lumber Liquidators, Ollie’s 43 Forest Plaza NY Staten Island 100% $21.63 Fee 96.3% 165,000 Dollar Tree, Lumber Liquidators, Planet Fitness, Western Beef 44 New Hyde Park NY New Hyde Park 100% $18.73 Space 100.0% 101,000 Stop & Shop 45 Burnside Plaza NY Inwood 100% $20.29 Fee 88.8% 100,000 Stop & Shop 46 Hubbards Path Shopping Center NY West Babylon 100% $17.47 Fee 83.4% 79,000 Best Market, Rite Aid 47 Bronx (Gun Hill Road) NY Bronx 100% $32.22 Fee 90.7% 77,000 Aldi, Dollar Tree, Duane Reade, Planet Fitness, TGIF 48 Commack NY Commack 100% $21.45 Space 100.0% 47,000 Ace Hardware, Petsmart 49 Dewitt NY Dewitt 100% $20.46 Ground 100.0% 46,000 Best Buy 50 Freeport West NY Freeport 100% $20.28 Space 100.0% 44,000 Bob’s Discount Furniture 51 Oceanside NY Oceanside 100% $27.83 Fee 100.0% 16,000 Party City

 


21 SpinCo Property List (cont’d) No. Property Name State City % Ownership Weighted Average Rent Per Center(1) Own. Type % Occupancy Total Square Feet(2) Retail Anchors and Major Tenants Pennsylvania 52 Allentown PA Allentown 100% $15.24 Fee 90.3% 627,000 A.C. Moore, Burlington Coat Factory, Dick’s Sporting Goods, Giant Foods, TJ Maxx, Petco 53 Wilkes-Barre PA Wilkes-Barre 100% $13.28 Fee 83.2% 329,000 Babies ‘R’ Us, Marshalls, Petco, Ross, Target, Tractor Supply Co. 54 Lancaster PA Lancaster 100% $15.33 Fee 82.1% 228,000 Lowe’s, Sleepy’s 55 Bensalem PA Bensalem 100% $11.50 Fee 98.9% 185,000 Kohl’s, Petco, Ross, Staples 56 Broomall PA Broomall 100% $11.09 Fee 100.0% 169,000 A.C. Moore, Giant Food, Petsmart, Planet Fitness 57 Bethlehem PA Bethlehem 100% $7.29 Fee 95.3% 167,000 Family Dollar, Giant Food, Petco 58 York PA York 100% $9.06 Fee 100.0% 110,000 Aldi, Ashley Furniture Home Store, Petco 59 Glenolden PA Glenolden 100% $25.84 Fee 100.0% 102,000 Walmart 60 Wyomissing PA Wyomissing 100% $15.56 Ground 93.2% 76,000 LA Fitness, Petsmart 61 Springfield PA Springfield 100% $20.90 Space 100.0% 41,000 Petsmart California 62 San Francisco CA San Francisco 100% $50.34 Space 100.0% 55,000 Best Buy 63 Signal Hill CA Signal Hill 100% $24.08 Fee 100.0% 45,000 Best Buy 64 Vallejo CA Vallejo 100% $17.51 Ground 100.0% 45,000 Best Buy 65 Walnut Creek (South Main Street) CA Walnut Creek 100% $45.11 Fee 100.0% 29,000 Barnes & Noble 66 Walnut Creek (Mt. Diablo) CA Walnut Creek 95% $70.00 Fee 100.0% 7,000 Anthropologie Massachusetts 67 Chicopee MA Chicopee 100% - Fee 100.0% 224,000 Walmart 68 Springfield MA Springfield 100% $16.39 Fee 97.8% 182,000 Dollar Tree, Walmart 69 Milford Plaza MA Milford 100% $8.01 Space 100.0% 83,000 Kohl’s 70 Cambridge MA Cambridge 100% $21.83 Space 100.0% 48,000 Modell’s, Petsmart

 


SpinCo Property List (cont’d) No. Property Name State City % Ownership Weighted Average Rent Per Center(1) Own. Type % Occupancy Total Square Feet(2) Retail Anchors and Major Tenants Maryland 71 Baltimore MD Towson 100% $16.21 Fee 100.0% 155,000 Corner Bakery, DXL, HH Gregg, Home Goods, Shoppers Food, Staples 72 Forest Plaza MD Annapolis 100% $8.99 Space 100.0% 128,000 Home Depot 73 Glen Burnie MD Glen Burnie 100% $11.67 Fee 90.5% 121,000 Gavigan’s, Pep Boys 74 Rockville Town Center MD Rockville 100% $24.61 Fee 100.0% 94,000 Regal Cinemas 75 Wheaton MD Wheaton 100% $14.94 Ground 100.0% 66,000 Best Buy Other 76 Newington CT Newington 100% $18.61 Fee 100.0% 188,000 Panera, Staples, Walmart 77 Waterbury CT Waterbury 100% $15.19 Fee 97.6% 148,000 ShopRite, Sleepy’s 78 Norfolk VA Norfolk 100% $6.44 Space 100.0% 114,000 BJ’s Wholesale Club 79 Tyson’s Corner VA Tyson’s Corner 100% $39.13 Space 100.0% 38,000 Best Buy 80 Charleston SC Charleston 100% $14.19 Ground 100.0% 45,000 Best Buy 81 Salem NH Salem 100% - Ground 100.0% 37,000 Babies ‘R’ Us Total Strip Centers $17.37 95.6% 12,638,000 SpinCo’s Ownership Interest $17.37 95.6% 12,259,000

 


23 SpinCo Property List (cont’d) No. Property Name State City % Ownership Weighted Average Rent Per Center(1) Own. Type % Occupancy Total Square Feet(2) Retail Anchors and Major Tenants Malls 82 Monmouth Mall NJ Eatontown 50% $35.23(3) Fee 93.9% 1,464,000 Boscov’s, Macy’s, JCPenney, Lord & Taylor, Loews Theatre, Barnes & Noble, Forever 21 83 Bergen Town Center NJ Paramus 100% $43.01(3) Fee 99.5% 951,000 Bloomingdale’s Rack, Century 21, Home Goods, Neiman Marcus Last Call, Saks Off 5th, Target, Whole Foods 84 The Outlets at Montehiedra PR San Juan 100% $38.52(3) Fee 91.0% 542,000 Home Depot, Kmart, Marshalls, Nike, Romano’s Macaroni Grill 85 Las Catalinas Mall PR Caguas 100% $57.78(3) Fee 93.1% 494,000 Kmart, Sears, P.F. Chang’s (coming) Total Malls $42.13 95.1% 3,451,000 SpinCo’s Ownership Interest $43.83 95.4% 2,352,000(4) Total Shopping Center Space 95.5% 16,089,000 SpinCo’s Ownership Interest 95.6% 14,611,000 Total Fee Owned 14,501,000 Total Ground Leased 889,000 Total Space Leased 699,000 Total Shopping Center Space 16,089,000 Notes (1) Weighted average rent excludes ground rent, storage rent and garages (2) Includes square footage of anchors who own the land and building (3) Weighted average rent for malls represents in-line tenants only. Blended average base rent for anchor and in-line mall tenants is $25.95 (4) Square footage not owned by Vornado is primarily at Monmouth Mall

 


24 Appendix II This investor presentation contains Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), a non-GAAP measure. EBITDA is presented before non-controlling interests, discontinued operations, gains on sale or real estate and non-recurring items. We consider EBITDA a supplemental measure for making decisions and assessing the unlevered performance of our segments as it relates to the total return on assets as opposed to the levered return on equity. As properties are bought and sold based on a multiple of EBITDA, we utilize this measure to make investment decisions as well as to compare the performance of our assets to that of our peers. EBITDA should not be considered a substitute for net income. EBITDA may not be comparable to similarly titled measures employed by other companies. A description of this measure and a reconciliation to the most directly comparable GAAP measure is provided on the following page.

 


25 Appendix II (cont’d) Reconciliation of Net Income to EBITDA, Comparable EBITDA and Pro Forma Comparable EBITDA For the Year Ended December 31, 2013 $ in thousands Retail Total Properties Net Income 475,971 415,644 Interest and debt expense 758,781 50,901 Depreciation and amortization 732,757 72,161 Income tax expense 26,371 2,311 EBITDA 1,993,880 541,017 Non-comparable items: Gains on sale of real estate (wholly-owned) (411,593) (284,081) Gains on sale of real estate (partially-owned) (465) - Impairment losses 43,722 35,656 EBITDA from discontinued operations (35,037) (25,450) Lease termination income pursuant to settlement agreement with Stop & Shop (59,599) (59,599) Other 87,114 (1,877) Comparable EBITDA 1,618,022 205,666 Less Comparable EBITDA of SpinCo (199,594) - Less Comparable EBITDA of 20 held for sale properties (6,072) (6,072) Less estimated incremental overhead to create a public company N/A (13,000) Pro Forma Comparable EBITDA 1,412,356 186,594