Alexander's, Inc.

Good morning and welcome to the Vernado Realty Trust second quarter 2021 earnings call. My name is Hilda and I will be your operator for today's call. This call is being recorded for replay purposes. All lines are in a listen only mode. Our speakers will adjust your questions at the end of the presentation during the question and answer session. At that time, please press star and then one on your touchstone phone. I will now turn the call over to Ms. Kathy Creswell, Director of Investor Relations. Please go ahead.

Thank you. Welcome to Bernardo Realty Trust's second quarter earnings call. Yesterday afternoon, we issued our second quarter earnings release and filed our quarterly report on Form 10Q with the Securities and Exchange Commission. These documents, as well as our supplemental financial information package, are available on our website, www.dno.com, under the investor relations section. In these documents and during today's call, we will discuss certain non-GAAP financial measures. Reconciliations of these measures to the most directly comparable GAAP measures are included in our earnings relief, form 10-Q, and financial supplement. Please be aware that statements made during this call may be deemed forward-looking statements and actual results may differ materially from these statements due to a variety of risks, uncertainties, and other factors. Please refer to our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended December 31st, 2020, for more information regarding these risks and uncertainties. The call may include time-sensitive information that may be accurate only as of today's date. The company does not undertake a duty to update any forward-looking statements. On the call today from management for our opening comments are Stephen Ross, Chairman and Chief Executive Officer, and Michael Franco, President and Chief Financial Officer. Our senior team is also present and available for questions. I will now turn the call over to Stephen Roth.

Thank you, Kathy, and good morning, everyone. I hope everyone is healthy, continues to be vigilant, and gets vaccinated. Let me say it again. Everybody, please get vaccinated. I'll start by sharing a few things that are happening on the ground, which I hope you all find interesting. The U.S. economy is resilient, is growing, I might even say is booming, and so is New York. Financial, tech, and almost all industries are achieving record results. In New York, apartment occupancy, which had dropped to as low as 70% during COVID, is now rapidly climbing back with record numbers of new leases being signed each week at higher and higher rents. Condo sales, which had stalled during COVID, are now active, albeit at discounted pricing, except I'm proud to say at our 220 Central Park South, where resales are at a premium. This apartment and condo demand is coming from folks who live and work in New York, and that's a very good sign. At 220 Central Park South, where we are basically sold out, resale pricing is up, and that's an understatement. A recent spectacular example, which is now public, is a two-floor, 12,000-square-foot resale that traded at a record-breaking $13,000 per square foot Think about that. Our New York office division is now experiencing record incoming RFPs and requests for tours, including from many large and important occupiers who had been on the sidelines during COVID. Glenn and his team are very busy. By the way, Big Tech is now very active, looking for more space in New York to take advantage of New York's large, highly educated, and diverse workforce. Here's an interesting fact. A Fortune 100 occupier, household name, who dropped out of the market during COVID has come back to market. They were originally looking for 300,000 square feet to house 2,800 employees. Post-COVID, after extensive study and space planning, they now need and are seeking 400,000 square feet, a 30% increase, to house the same 2,800 employees. In both instances, their projected in-office occupancy is the same 60%. The fact that this occupier needs 30% more space post-COVID is contrary to all analysts' expectations. But that is the fact, and we are hearing the same from many, although not all, but many of our tenants, that they will need more space, not less, post-COVID. One of our analysts and a friend recently wrote that our company suffers from pen fatigue. True. It took us over a decade to assemble our vast pen district holdings, But as the saying goes, this is our time. Here's where we stand. At Farley, we have delivered to Facebook all of their 730,000 square feet. Their tenant work is going full bore. The west side of 7th Avenue along the three blocks stretching from 31st Street to 34th Street is now a massive construction site where we are transforming the 4.4 million square foot Pen 1 and Pen 2 into the nucleus of our cutting-edge connected campus. The 34th Street Penwood Lobby just opened, and our unrivaled three-level amenity offering will be completed at year-end. Our full-building Pen II transformation, including the bustle and re-skinning, is 98% bought out, on budget, and off to a fair start. We couldn't be more excited. Our 14,000 square foot sales center on the seventh floor of Pen 1 is now open to rave reviews from brokers and occupiers. It's busy. The sales office is designed as a deal-making conference and presentation center with multiple building models and videos that tell our story in a clear, persuasive, and unique way. After working with Glenn and Josh in the sales center, the market is understanding our ambitious plans to make the Penn District the crown jewel of the west side of the new New York. By the way, every quarter and every year, the west side is punching way above its weight, measured by high and growing market share of lease assigns. In a sign of our confidence and the market's enthusiasm, even at this early date, we are raising our Penn asking rents. We will shortly begin demolition of the Hotel Pennsylvania to create the best development site in town. We expect demolition and shutdown costs to be about $150 million, which you should look at as land costs. Our book basis in this property today is $203 million. And we are midstream in the process to make the unique high-growth Penn District a separate investable public security. Our best in the business team leaders in the Penn District are Glenn Weiss Leasing, Barry Langer Development, and David Bellman Construction. Michael will cover our operating results in a moment, but I can say that overall leasing and occupancy statistics in New York tell a misleading story. While overall availability is 18%, assets newly built or repositioned since 2000 have a much lower direct vacancy rate of 11%. Last quarter, 88% of new leasing activity in Midtown was in Class A product. It's clear that the market is voting for new and repositioned assets. As you would expect, Class A assets command higher pricing than Class B, in fact, one-third higher. Obviously, this is the place to be, and you should know that substantially all of our assets are repositioned and in this competitive set. New York is coming back to life. Residential neighborhoods are bustling, less so the commercial canyons where office utilization is now approximately 23%. Remember, it's August, the vacation month. The largest employers in Manhattan have mandated a return to work by Labor Day or shortly thereafter, some with full staff in office and others with a flexible program allowing some work from home. As I have said before, I do not believe that the office will be threatened by the kitchen table, And I do not believe that even one or two work-from-home days per week by some number of a tenant's employees will be a negative to us. I, for one, am unable to predict whether it will take a month or a quarter for office buildings to be back to full up and the canyons to be teeming again. There is no magic date. All that matters is that it will happen soon enough. Last week, we announced that Wegmans, the premier grocer in the Northeast region, is opening its first store in Manhattan at our 770 Broadway, replacing Kmart. And you can bet that we will do several more Manhattan deals with Wegmans. The fact that Wegmans is coming is creating excitement with it. At last count, 43 print and broadcast press articles celebrating the announcement. Here is an interesting factoid. Wegmans expects that as much as 50% of its volume will be from in-home delivery, will be from two-home delivery. We will be investing $13 million in TIs, leasing commissions, and free rent in this long-term lease with a 65% gap mark-to-market increase over Kmart's rent. This quarter, we announced that we exercised a ROFO to acquire our partner's 45% interest in One Park Avenue in a transaction that values the building at $870 million. Based on the in-place floating rate loan, we project $18 million, $0.09 per share, first-year accretion. Last summer, we brought 555 California Street to market for sale and unable to achieve fair value, we withdrew, understandable at the height of COVID with travel restrictions and so forth. At that time, we said we would refinance, and this past quarter we did to the tune of $1.2 billion, netting us approximately $467 million at share. The interest carry on the new floating rate loan is almost exactly the same as the old, much smaller fixed rate loan, so one might say the $460 million is free money. Ironically, I believe continuing to own this outstanding asset with this superb accretive financing is actually a better outcome. In New York, replacement cost is rising quickly. Over the past many decades, replacement cost, with a dip here and there, has risen relentlessly. And if past is prologue, replacement cost will undoubtedly continue to rise as far as the eye can see. Replacement cost has always been a key predictor of future value, a rising umbrella lifting all similar real estate values. and New York is the poster child of this phenomenon. Here is updated guidance for our retail business. For 2021, we guided cash NOI of 135 million, and now halfway through the year, we expect to do a little better. For 2022, we guided cash NOI of 160 million, which we affirm. For 2023, we announced new cash NOI guidance of not less than $175 million. You should know that, as expected, Swatch exercised its termination option for a portion of their space at St. Regis, which is effective March 2023, with a $9 million termination fee. The Swatch-owned Harry Winston store will remain under lease through its June 2031 expiry. The guidance above takes account of the Swatch termination. If I were a betting man, and I guess in some ways I am, I would bet that we have already put in the bottom in New York, that the worst of the best stuff is behind us, and that New York will get better and better. And so will New York real estate in spades. In our case, occupancy rate, TIs, and pricing have bottomed. Finally, we have a great, talented leasing, development, and operations team, all thanks to them. Thank you. Now to Michael.

Thank you Steve and good morning everyone. I will start with our second quarter financial results and then end with a few comments on the leasing and capital markets. Second quarter comparable FFO as adjusted was 69 cents per share compared to 56 cents for last year's second quarter, an increase of 13 cents. We have provided a quarter over quarter bridge for you in our earnings release on page 5 and in our financial supplement on page 7. The increase was driven by the following items. $0.09 from tenant-related activities, including commencement of certain lease expansions and non-recurrence of straight-line rent write-offs impacting the prior period, primarily JCPenney and New York & Company. $0.02 from lower G&A resulting from our overhead reduction program, and $0.02 from interest expense savings and the start of improvement in our variable businesses, primarily from BMS Queens. Our second quarter comparable results are consistent with the fourth quarter run rate we discussed at the beginning of the year, as is our overall expectation for the full year. Speaking of our variable businesses, we are beginning to see signs of recovery with a return to normalcy. BMS is nearing pre-pandemic levels. Signage is starting to pick up with healthy bookings in the second half of the year. Our garages are picking up as well and should be fully back in 2022. And finally, we have a number of trade shows scheduled for the fourth quarter. Other than Hotel Penn's income, we expect to recover most of the income from our variable businesses by year-end 2022, with a balance in 2023. Company-wide, same-store cash NOI for the second quarter increased by 0.5% over the prior year's second quarter. Our core New York office business was up 3.2%. Blending in Chicago and San Francisco, our office business overall was up 2%. Consistent with prior quarters, our core office business, representing over 85% of the company, continues to hold its own, protected by long-term leases with credit tenants. Our retail same-store cash NOI was down 6%, primarily due to JCPenney's lease rejection in July 2020. But excluding the impact of JCPenney's lease rejection, the same-store cash NOI for the remaining retail business was up 9.8%. Our office occupancy ended the quarter at 91.1%, down two percentage points from the first quarter. This was expected and driven by long-expected move-outs at 350 Park Avenue and 85 10th Avenue, as well as 825 7th Avenue coming back into service. With the activity we have in our pipeline, this quarter should represent the bottom of our office occupancy, and it should improve quarter by quarter from here. Retail occupancy was up slightly to 77.3%. Now turning to the leasing markets. Since our last call, the pace of office leasing activity in New York City has picked up each successive month. With the vaccination rates high, companies are now fully focused on their return to the office, with many returning during the summer and a majority expected back soon after Labor Day. Predictably, the overall sentiment in New York continues to improve as companies return and the office market continues to heal. During the second quarter, leasing volume in Manhattan was its highest since the onset of the pandemic, and office tour activity has now exceeded pre-pandemic levels with more than 11 million square feet of active tenant requirements. Importantly, office-using employment in the city continues to strengthen. With more than 100,000 jobs now recovered, we are at 92% of the pre-pandemic peak. While leasing volume during the first half of 2021 was dominated by small to medium-sized transactions, driven by well-capitalized financial services and technology tenants, we are now seeing pent-up demand from larger occupiers across all industry types, as many have formally entered the market. There are additional signals that the market continues to thaw. Tenants are now entering into leases with longer terms, and asking rents and concessions have stabilized. And in fact, as Steve alluded to, we have recently increased our asking rents in our top-tier assets, reflecting the strong demand for best-in-class assets. During the second quarter, we signed 33 leases, totaling 322,000 square feet, with two-thirds coming from new companies joining our high-quality portfolio across the city. The average starting rent of these transactions was a strong $85 per square foot. The leasing highlight of the quarter was 100,000 square feet at Penn One, further validating the market's resounding reception to our redevelopment of this property. The largest transaction was a new lease with Empire Health Choice, for 72,000 square feet. Our main competition here was newly constructed buildings in both downtown and midtown. Our new dramatic lobbies and plazas, best-in-class campus amenity program, and premier access to transportation won the day here. Looking towards the second half of 2021, our leasing pipeline has grown significantly since last quarter, with more than 1 million square feet of leases in active negotiation, including 180,000 square feet of new leasing at 85,000. as well as an additional 1.6 million square feet in various stages of discussion. This includes discussions with several large users newly interested in PEN2 after seeing our vision at the Experience Center. Our activity is a balanced combination of new and renewal deals with the majority of our activity with companies in the financial, technology, and advertising sectors. Our office expirations are very modest for the remainder of 2021 and 2022. with only 976,000 square feet expiring in total, representing 7% of the portfolio, and 150,000 of this square footage is in PEN1 and PEN2. As we look toward our 2023 expirations of 1.9 million square feet, of which 350,000 is in PEN1 and PEN2, we are, of course, already in dialogue and trading paper with many of these companies and anticipate announcing important transactions by year end. Now turning to the Mart in Chicago, where the office market is also showing signs of life. Intended demand is returning coming out of the pandemic. While short-term renewal leasing dominated the market during 2020, activity has picked up with almost 1 million square feet of new leasing completed during the second quarter, though concessions are unusually high. At the Mart, we completed a 91,000-square-foot long-term office renewal in 1871, Chicago's premier technology incubator for entrepreneurs. and have an additional 80,000 square feet of new deals and negotiations. Two weeks ago, we produced our first trade show at the Mart since February 2020, pre-pandemic. The show, in partnership with International Casual Furniture Association, featured the largest manufacturers of outdoor furniture in the country. Attendance was 10% higher than the same show produced pre-pandemic 2019, and feedback from exhibitors and attendees was very positive. We have eight upcoming trade shows calendared during the remainder of 2021, including Neocon in October, the largest show in North America focused on commercial design. So we don't expect attendance to reach 2019 levels this year. In San Francisco at 555, we're finalizing a couple of small, strong leases and are full other than the queue. Turning to the capital markets now, the financing markets are wide open and aggressive for high quality office companies and buildings. and we are taking advantage of the low all-in coupons. It bears repeating that in May, we upsized our 555 California Street loan from $533 million to $1.2 billion with no additional interest costs. We also reentered the unsecured debt market with a two-tronch $750 million green bond offering at a blended yield of 2.77%. There was robust demand for our paper, underscoring investor support for our franchise and belief in New York City. We paid off the loan on the mark with the proceeds and added the remainder to our treasury. Finally, our current liquidity is a strong $4.492 billion, including $2.317 billion of cash and restricted cash and $2.175 billion undrawn under our $2.75 billion revolving credit facilities. With that, I'll turn it over to the operator for Q&A.

Thank you. We will now begin the question and answer session. If you have a question, please press star then 1 on your touchstone phone. If you wish to be removed from the queue, please press the pound sign or the hash key. If you are using a speakerphone, you may need to pick up the handset first before pressing the numbers. Once again, if you have a question, please press star then 1 on your touchstone phone. Each caller will be allowed to ask a question and a follow-up question before we move on to the next caller. We have a question from Steve from Evercore ISI.

Thanks for all the detail. I guess, Steve, first on the retail figures that you threw out, you know, I'm just curious, where does the retenanting of the JCPenney's box in Manhattan Mall sort of fit into that?

There's no credit in those guidance numbers for any new for any occupancy in that space yet.

And do you have any updated thoughts on just sort of the timing behind that or sort of any sort of initial thoughts on what you want to do with that space?

The answer is we have thoughts. We have a few things that we're working on. Nothing imminent. And I think that that's all I really have to say about that today. Obviously, the rent that JCPenney was paying us is not realistic in today's market. And I wouldn't expect that space to be leased in the short term.

Okay, thanks. And then maybe, Michael, you know, you talked about good activity you're seeing at kind of both PEN1 and PEN2. Could you just maybe give us, without getting too specific, but can you kind of just give us a flavor for those discussions and you know, what maybe your expectations are in terms of kind of leasing out PEN2 in particular? Glenn, why don't you take that? Sure.

Good morning, Steve. It's Glenn. So we are busier every day at both buildings, PEN1, PEN2. PEN1, we have multiple leased negotiations happening now. As you know, there's no real big blocks there, but we certainly are putting full floors together. and the attraction to the redevelopment has been remarkable. The new lobby is open now, which has only accelerated the activity. People are getting a great now physical feel of how great the asset will be. It feels like a brand new building. At Penn, too, we have daily presentations at the Experience Center. We have RFPs in the door on certain blocks. We are feeling great about it. By the way, we're not rushing on it. because we know that it's going to be better as the construction unfurls. It's early, but we're certainly in the market. We're in deal-making mode, but we're not rushing.

Steve, I would just end my two cents. I mean, the proof of the pudding is that we're in the market. Glenn and his team is in the market every day with this space, talking to the brokerage community and to prospective tenants. The reaction has been nothing short of astonishing. We have never seen it in our careers in terms of the reception as to what's happening, first of all, the whole website, and second of all, the unique program that we're putting together. So we are extremely enthusiastic. Our strategy, as Glenn said, is to let a little time pass until we're not in a rush because we have a level of The most important thing that I said with respect to Penn is we are so convicted and we are so enthusiastic and we are sent into the marketplace that at the very outset we are now raising prices. So you can take a lot from that.

Great. Thank you.

By the way, you should put on your construction boots and come over and see us.

I'll take you up on that. Thanks.

Thank you. The next question comes from Manny Corchman from Citi. Please proceed.

Good morning. It's actually Michael Billerman here with Manny. Steve, you made a comment. I hope you're well. But you made a comment in your opening remarks about a Fortune 500 company looking at, I think you said, 300,000 square feet. It's going to house about 2,800 employees. And then upon further review, they increased their space needs by 30% for the same number of employees. I think your firm tends to have a little bit lower or smaller of a lease size in terms of leasing. Obviously, you have a number of bigger tenants, but an average lease size is smaller than 300. How are those medium-sized tenants thinking about their space? how often does a situation come up where someone wants to take more space, and how are they thinking about the total cost of that to get to that point?

You know, Glenn's probably more qualified to answer than I am, but I'll give you my thoughts. Number one, you have to remember that real estate costs for these tenants is one of the smallest line items in their P&L. There are different management teams, different perspectives. We went through the WeWork experience where the whole economics were driving the space per capita, the square footage per capita down from what was 250 square feet per capita before down to as low as a stupid number like 60. Well, that doesn't work. So a lot of this has to do with what the management's philosophy is as to how they're going to treat their employees. So number one, from a health point of view, that dictates more space per capita. And in terms of real estate is a recruiting tool, especially in New York. So a lot of that has to do with the management's vision as to what they want the space to look like and feel like and what kind of experience they want their employees to have. So what I'm saying is just to take a road, well, obviously, if 10 people out of 100 are going to work from home, then you need 10% less space. That's not true. And so I think it's all over the lot, but what I'm saying is there's a feeling in the marketplace and in the analyst community that it's a certainty that work from home will force lower square footage requirements by the tenant. That's not true. Some yes, many no.

Glenn, you have additional thoughts? Yeah, I mean, one thing that we talked about in Michael's remarks is flight to quality. So number one, a lot of the deal-making with new tenants or tenants trying to upgrade to the better buildings with the better landlords and the better location. With that, you know, we're seeing space plans, you know, for review every day in these buildings. And, you know, there's been no diminution in terms of space, in terms of desk sharing, et cetera. And it's exactly reflective of what Steve said. I mean, that's exactly what's going on out there.

Now, just to add to that, one of the things we're seeing from all the space planners with whom we deal with all of them every day is management teams want more communal space, more hangout space, more conference space, et cetera. So it's not just the particular cubicle or desk or office where an individual sits. It's the entire package. And I don't believe In most cases, that's going down. In fact, in many cases, it may even go up.

And, Steve, how do you think it plays out? Because I would say most of the commentary that you're talking about is consistent when we talk to senior management teams of corporations, CEOs, CFOs, when we talk to the real estate landlords. But when you survey the actual employees across the United States, they tell a different story, right? They want, you know, immense flexibility. How can that not, you know, at the tails, there'll be exceptions, but the bulk of the curve would suggest that, you know, a vast majority of employees have a different view of how they want to work going forward than how their employers. How does that tension ultimately get resolved?

Well, Michael, you can bet on the employees. I'm going to bet on the employers, okay? I think it gets resolved in different, different ways. Different firms will do different things. But basically, I believe in the office as the principal driver of commerce. And I believe the office will continue to be the core of a business where creativity, decisions, et cetera, are made. And I think if, you know, I use the phrase the kitchen table. I don't think the kitchen table is going to beat out the office. Right now there's a very strange phenomenon, and that is, you know, folks are out in the Hamptons getting full pay and enjoying it. That's not going to continue for more than another quarter or two or three. So at some point the people who pay the paychecks are going to insist that their gang, their team, their thinkers, their creators are back in the office where they can see them, touch them, feel them, and interact. Now, there will always be some work from home or work from anywhere or whatever. There always has. Nobody works a 52-week full five-day week in the office. Everybody has some, you know, whatever time where they're not in the office. But I believe as this plays out, the employer's desire to have their staff in the office will carry the day.

Okay. And just a second question just in terms of the spinoff. Can you just give a little bit more color in terms of where you stand today, when we should expect some filings, and secondarily, whether you are at least exploring private alternatives just given the public market still? is shunning office stocks, and so is there an opportunity to use private capital or an alternative non-public structure to get to where you want to be?

The answer is sure. We explore all alternatives in terms of creating value every day. We are in midstream with respect to the legal and banking, et cetera, activity to create what I call is a separate tradable public security. That's the way I like to look at it because I think our shareholders deserve to have the ability to invest in either menu A or menu B. With respect to... The high probability is that that transaction as contemplated will be completed. You'll know, we're not going to predict when we're going to file papers at the current time. If some other kind of transaction surfaces, we will of course study that and consider that. As of now, there are no alternative transactions that we're considering. and we're on full speed ahead for the separately tradable security.

Okay, thank you.

And by the way, Michael, I couldn't be more enthusiastic about this idea, about the opportunity, okay? We are fully convicted. We have full conviction about the Penn District. We think what we're doing is something which is going to be totally unique and one of the most important developments in the real estate industry country-wise And I think that the strategy is a superb strategy. Thanks.

Thank you. Our next question comes from John Kim from BMO. Please proceed.

Thanks. Good morning. Steve, you mentioned the PEN asking rents are trending higher. Can you provide any color on that as far as the dollar amounts or percentage? And should we be expecting the development yields?

John, I'm sorry. I didn't hear you.

Oh, that's okay. You talked about the pen asking rents increasing. I was wondering if you could provide some more color on that, either the dollar amount or the percentage increase, and also if we should expect development yields to also increase, or should that be offset by higher cost or higher TI's?

With respect to the asking rents, I think that those are published, aren't they? No, they're not published, so we're not going to get into a conversation with them, but I can tell you that our conviction is so strong that we are raising our asking prices, which obviously, if construction costs are stable, will raise yields. I believe that the numbers that we have in our supplement in terms of rents and yields are the lowest that they could possibly be, extremely conservative, and we expect over time if we do our job right, and we will, and we create the kind of atmosphere that we have created at the Bloomberg Tower, for example, or 220 Central Park South, With superbly conceived space for our occupiers, the rents will go to a premium to the rest of the market. We're just at the beginning of this adventure.

Okay. Maybe this is a question for Michael, but we're still a few years away from the pen redevelopment being stabilized. Can you just remind us of your capitalized interest policy? If there are floors that are unleashed, do you expense those immediately, or do you capitalize unleashed floors until stabilization or until they're leased up?

If they're out of service, then we're capitalizing that interest, right? We bring them back in service, then we stop that policy. So obviously PIN 2 is out of service. and I think we've laid those numbers out in the supplement. PEN1 today is all in service. So I think that's pretty straightforward.

Okay. Great. Thank you.

Thank you. Our next question comes from Jamie Feldman from Bank of America. Please proceed.

Thanks, and good morning, everyone. Steve, I want to go back to your comments on big tech being very active. Can you just maybe quantify or just help us understand? I mean, we obviously saw a lot of big tech leasing over the last few years. Just how large that pipeline really looks and where they may be going and how long you think it might take to actually see some of these leases come together.

That's a question for Glenn. Hi, Jeremy. So as you know, we have all the big tech. We have Facebook, Apple, Amazon, Google. We're obviously in touch with them often, as you would expect, and they're all in mode thinking about expansion in New York as we sit on this phone call. I'm not going to get into specifics on our discussions or what their plans are, but I can tell you the engines are on again, and they're revved up to start searching for more space, and their hiring paces continue. So, you know, just I would be watching for all that action as this year goes on.

Jamie, I don't think it's surprising. I sense surprise in your voice, but all you have to do is look at the earnings growth and what's being produced by big tech, by medium tech, fintech. These companies are growing at significant rates, even despite their size. The law of large numbers, historically, has been difficult to do. And, you know, they need people, engineers, sales, et cetera, to continue to grow their business, whether it's laterally or additionally, you know, vertically in what they're doing already. And so, you know, whether it's big tech, medium tech, you know, New York has continued to be a market of choice for the reason Steve outlined. But, you know, these companies, you know, they probably had a four-month pause in 2020. They're going gangbusters right now in terms of their earnings growth, and they need people to continue to drive that going forward.

And beyond that, the big tech has unlimited capital. I mean, if you look at their balance sheets and their cash reserves and their stocks, et cetera, they have unlimited capital, and the cost of their capital is basically zero, and they have unlimited ambition to innovate, and grow and invent, and they are not shy of spending and investing. So obviously they are favorite clients of ours, and there's a reason for that. They believe in New York. They love the size of New York, the scale of New York, the ability to open up space and hire 3,000 engineers in one year. They can't do that hardly anyplace else. They love the education. Very importantly and interestingly, they love the diversity of the population.

Thank you. How should we think about the space they just leased? Do they already feel like they have enough heads to fill those seats, or it's just all about the 10-year view at this point and get what you can while you can?

You know, I don't know. Look, Anecdotally, one of our big tech customers complained recently that in a certain city, not New York, they're having trouble filling the seats, and they're upset about that. We have not heard that in New York. New York has a large workforce, and they're very happy with it. So if you think about it, in the last year and a half or so there was what three million square feet of big tech lease something like that so if you take a 200 square foot per per capita what is that 4,500 employees so the numbers are large and the beauty of New York is it has the scale to satisfy their aspirations so the answer is is they're growing and They're hiring, and they're going to continue to do that.

Okay, thank you. And then secondly, you know, you talked about occupancy bottoming, rents bottoming. I mean, can you give us a sense of where you think the occupancy trajectory goes for New York office?

I mean, Jamie, look, I don't really want to give you specific projections and be off by, you know, 10, 20 base points here and there, but this is clearly the bottom line. It's just a matter, I mean, again, we talked about pipeline. It is significant, you know, much higher than it was last quarter. And I'd say significant on an absolute basis. And it just depends on when Glenn and his team finalize the leases, right? So, you know, the number could be, you know, could be two points higher, could be one point higher at the end of the year. It just depends on time. But I think the punchline is we've reached the bottom. You know, we see a meaningful improvement based on what's in the queue. And, you know, whether it happens this quarter, next quarter, the following quarter, you know, the trend line will be up.

I'll give you my opinion as to where this goes. If you look at our occupancy rates over a 20-year period, we are almost always at 97% or maybe even a pinch higher, okay? Okay. Every once in a while over that 10-year cycle, we dip down a little bit. And there's generally reasons for that. In this case, we have a building in transition at 350 Park Avenue. We have a building in transition at 85 10th Avenue. And in both those instances, we are talking to enough prospects to fill double the amount of space that is vacant there or more. So my expectation is we are going to go back to the 97-plus percent occupancy rate that we always carry. It's just a matter of whether it takes a year or two years. That's where we're going.

Okay, great. Thanks for everyone's thoughts.

Thank you. Our next question comes from Alexander Goldfarb from Piper Sandler. Good morning.

Oh. Thank you. Morning, Steve. Morning, Michael. So two questions, and actually, Steve, you just sort of recasted the question I was going to ask. I was going to ask you if you still believe in Manhattan tilting to the south and the west, given the resurgence of Midtown, Grand Central. Obviously, you guys bought one park, but to Jamie's question, you just talked about 350 Park, enough tenants to double the demand. So I guess wrapping up, because I like to ask about 350, Do you see Midtown, the Grand Central Market, returning as the dominant sub-market, or do you still believe that New York is still tilting to the south and to the west?

I like the phrase that I invented some years ago, the predictive phrase that New York is tilting. I think that's still the case. Notwithstanding, New York is a great, mysterious, wonderful place, okay? So Park Avenue South, which is, what do they call that district, Midtown South? So Midtown South is a smaller but very highly sought-after sub-market. There's not going to be any new construction in there. And it's a great sub-market with lots of culture, lots of texture, lots of grit. And it'll do just fine. I think, would you characterize 770 Broadway as part of that market? So I think we own the premier building in that sub-market, 770 Broadway, which is now the home of Wegmans and, of course, Facebook. So now let's go to conventional Midtown. Park Avenue has been a stepchild for a while. It's gotten older and tighter, and that is now changing aggressively. Park Avenue is going to reclaim its role as the great boulevard of commerce in the world. So we have JPMorgan Chase tearing down a building and rebuilding it with a stupendous headquarters building, which we're familiar with because they're using Norman Foster, and their plans have been published. We own the adjacent building to that, 280 Falk Avenue, which we're very enthusiastic about. There are two other potential, there's another brand new Forster building up at 55th Street. There's two more teardowns and rebuilds that are gonna happen at Park Avenue. So Park Avenue is going to become what it always should be and that's a premier boulevard of powers. So all of these, the city is not going to be segregated into one or two sub-markets. All sub-markets are gonna do well. We believe that on a relative basis, The Midtown West market, the Penn District market will do on a relative basis better than the others and will grow faster than the others and will have higher demand than the others and the statistics as I said about market share, if you look at how much leasing is done in each district compared to how large a district is. The Penn District wins that race. But everything in New York is going to thrive except for the really crap buildings, and there were plenty of them.

And, Steve, you still feel confident on your bet on Penn Station winning the race over Grand Central even after the opening of Eastside Access, which Eastside Access obviously would be great for 280, great for 350 and your other neighboring buildings, but you don't think Eastside Access will eat into Penn Station's

No, I think the, look, you can look at all kinds of negative issues. Penn Station has always been the transportation hub of this region for 100 years. All of the networks and all the spider web of transportation from the 300 degrees come into Penn Station, and that's the way it's designed. Now, obviously, there's going to be, you know, Grand Central is not nothing, but, you know, it'll be fine. There will be plenty of business in Penn Station. I'm not in a relative race with Grand Central. Grand Central is going to be fine. We think Penn Station is going to be a little That's okay with me.

No, that's fine. And then the question for Michael.

By the way, hang on, hang on, Alice.

Sure, Steve.

There's an enormous amount of public capital that is being invested in Penn now. I'm sure you've seen the Moynihan improvement, which is, of course, ours, all the adjacent retail, et cetera. And I'm sure you couldn't be more aware of the Gateway Project, which is a massive project infrastructure project. And I'm sure you're also aware of the plans to expand Penn Station's trackage, which means capacity to the south. These are huge infrastructure projects, which are 10-year projects and take tens and tens of billions of dollars. And I can tell you that the government's focus is on Penn. So we believe in Penn. And that doesn't mean that Grand Central isn't going to thrive as well. It will, and we hope it will.

Okay. The next question is from Michael. On the second quarter, you guys handily beat the street estimates. And I'm just sort of curious, in that second quarter number, and Steve, you mentioned guidance. I didn't see guidance, but maybe I just missed it. Lack of coffee. Michael, what is one time in the second quarter, and what is the sort of sustainable stuff? So As we think about that $0.80 number, how much of that is a go-forward number and how much of that was just sort of either one-time rent collections or one-time true-ups or whatever that, you know, would not repeat?

Well, the $0.80 obviously includes the gains from $2.20. So let's look at comparable, which is $0.59, you know, which is up... 13 cents from last year. Obviously, that benefited from not having recurrence of the straight line write-offs principally from pennies from New York and company. But, you know, we had rent commencement at several assets which were positive. So, you know, as we've said, the, you know, the run rate, you know, which basically flows from four to four, a little bit better, a little bit worse. And overall, you know, is consistent, Alex. And so, you know, I think that's the right thing to model, you know, for the remainder of the year. Obviously, the trend lines are getting a little better, but as we sit here today, you know, we're not prognosticating, you know, doing better than that yet. But I think, you know, the short answer is notwithstanding those trade line write-offs, you know, there were enough other positives that picked up on those things. So on a run rate basis, I think that's all a pretty good number.

Okay, and then I think there was a piece of paper that went over the mic. You said run rate something about fourth quarter, but that it was muddled. Did you cite anything?

No, no, my comment was, you know, when we started the year, we said that the fourth quarter of 20 was a decent run rate for the entire year of 2021, and we still think that's the case. Okay, that's good.

Listen, thank you.

Thank you.

Thank you. Our next question comes from Vikram Malhotra from Morgan Stanley.

Thanks so much. Good morning, everyone. Maybe just first on all the leasing activity that you've done over the last, call it 12 months or so, can you give us a rough estimate of the NOI contribution from, you know, leases signed but not commenced?

You know, we don't have those numbers at our fingertips, Vikram. We'll have to come back on that.

Okay. No worries. And I wanted to dig into, you know, just comments about the A-B divide, the class A or quality versus, you know, more tired building. And, Steve, I guess I wanted to get a sense of how you see that divide playing out in terms of, you know, rents and TIs. And specifically for the Vernado portfolio, I'm sure it's a very small proportion of But if you were to guesstimate sort of what proportion today would you need to spend, you know, incremental capex dollars to kind of get them up to speed in that A-B divide?

I think what you're saying is do we have any B buildings? And if so, how much is it going to cost to fix them? The answer is we have none. And maybe we have one little space here, one little space there. But it's so de minimis, I can't even put a number on it. We've been on a program that started with David Greenbaum and Glenn 15 years ago to reposition all of our inventory so that it's first class and a surrogate for new. Now, when I say reposition, I mean lobbies, physical appearance, mechanical systems, elevators, tech service, et cetera. So we don't have any buildings that we're not proud of.

Okay, great. And then just, sorry, one clarification on the 2023 street retail initial number that you provided. That obviously includes rent bumps, but does it include a specific number occupancy for the retail portfolio, or is that just existing portfolio and rents converting to cash?

Where's Tom?

So it includes leasing up some vacant space that we have today, Vikram, and it also includes the Farley retail, which would be something that we don't have in service today.

But it's a very small amount of the Farley retail, so it's If you include the Polly retail, that would mean it's not really a same store number because we're adding in new space. The amount of almost the vast majority of it, the vast majority of it, the huge majority of it is basically same store.

Okay, great. Thanks so much.

Thank you. You're welcome.

Thank you. Thank you. Our next caller is Nick Ulico from Scotia Bank.

Thanks. This is Josh Brown with Nick. I know it's hard to estimate, but based on what you're hearing from your tenants about returning to the office after Labor Day, what's your expectation for office utilization after Labor Day, and what would you consider to be a bull case scenario?

I think I said in my remarks that... I, for one, you know, I can't answer that question. All of the conference calls that I've listened to is all of my pals have all come up with a number and very strong conviction about this is going to happen by a certain date. You know, I have no idea. There is no magic date. What I think I said in my remarks, and I'll say it again, is that it may take a quarter, it may take two quarters, whatever it is, We believe from talking to our tenants that normal work headcount, normal work population, and normalcy will return. And I just can't predict, nor does it make sense to try to predict when that will happen exactly. I believe that New York will turn to its robust, bustling self somewhere in the shorter term.

OK, and then you mentioned that you're betting on the employers rather than employees when you're figuring out the return to office. So I'm curious, what do you think about the Department of Justice ruling that businesses can mandate vaccinations for their employees? And how do you think that impacts the return to office?

Well. You know, I think that's a very complicated question which goes to both law and ethics. and I think each company is going to have to basically the extension of that is if you're not vaccinated you're fired now that's a very interesting situation I really don't want to get into what our policy will be with respect to our important employees whom we cherish or what the market is going to do I don't think that's a question for me okay thanks

Thank you. We have a question from Daniel Ismael from Green Street. Please proceed.

Great, thank you. Just going back to rent, you mentioned raising rent at Penn District a couple times. I'm just curious, on a net effective basis, are those rents back to pre-COVID levels, or is there still some discount?

In the Penn District, we're coming off $50 and $60 rents. So and I think our guidance in our supplement is somewhere in the $90 number. So obviously, we are budgeting in PEN 1 and PEN 2, which is the better part of 4 and 1 half million feet, that there's going to be a $30 a foot uptick. And that's what justifies the expenditure, the capital expenditure, and also that creates the nucleus of our district. we believe that we will achieve those budgeted numbers and more so. So I think that's your answer. We're not pre-COVID numbers. We're actually, it's not relevant because the pre-COVID number is the old building. We're talking about the new buildings.

I would just add to Steve's comment, Dan, I think what you're going to is our expectations for Penn, you know, if you look at our aspirations pre-COVID, right, they are equal or higher than where they were, right? And I think the comments on raising rents reflect the market's reception to those. And so, you know, we are more bullish today than we were if you'd go back pre-COVID.

Let's talk about it a little bit. Our strategy is that we have a unique, huge, 6, 8, 10 block collection of assets of property that surrounds the most important transit hub in the city and actually in the country. Our strategy is that we know from the – we're developers. We're not just owners. We're developers. Our strategy in creating assets and in redeveloping our assets is that quality is something that the market is willing to pay for and appreciates. So if you look at two very prominent examples of what we have done as a business, the Bloomberg building, which I did some years ago, is extraordinary. It's 15 years into it, and it still is cutting age in terms of the user experience in that building. By the way, a lot of that has to do with Mike himself, who has a very strong, the interior designs are extraordinary. Go to 220 Central Park South, where we have achieved something that nobody ever thought could possibly be achieved based upon the quality of the offering that we have given. If you go into the two-pen lobby, which just opened two weeks ago, I'm sorry, the one-pen lobby, and it's only half open, whatever, you can begin to see what the environment that we're creating, which we think is unique, and we know because of brokers' tours and occupiers' tours already, that the marketplace respects and understands what we have done. So we think that that has an enormous effect, our ability to develop, our vision to develop on the value of the assets that we are creating. There's more. We also believe in multiple buildings and clusters of buildings so that we can offer that he can't get by going into a single building. I've said this before, and I'd like to say it again. A 300,000-foot tenant in a 600,000-foot building is dead. If that tenant wants another 100,000 square feet, he's going to have to move out or move five blocks away. In our complex, which will eventually grow to 10, 12, maybe even 15 million feet, that 300,000 square foot tenant, Glenn will always be able to provide that tenant with what he needs in our complex. So the cluster of buildings interconnected above ground and below ground is what creates the district, creates the uniqueness, and we believe will command a premium in the marketplace.

That's our strategy. Just maybe taking a step back, a bigger picture for New York. You mentioned a few times the difference between higher quality and lower quality office buildings and mentioned New York has a fair share of older, classy properties. What do you think happens to those office buildings? Do they get redeveloped? Do they stay off buildings? What is the long-term view for those types of properties?

I think the first... part of that answer is it depends entirely upon the owner. So if the owner is a single owner or whatever, without the resources, the organization, the vision, and the capital, the building is going to stay a crap building, and it will find its own market at much lower rents And of course that owner may or may not be able to provide TIs and may or may not be able to keep the building in good repair. So a lot of it depends upon the owner. And there's that. If the owner is a sophisticated firm and a large owner of multiple buildings, eventually over time the buildings will be teared down and there will be new buildings or whatever or they will take the buildings and make them so that they are fit to be leased at decent rents below the Class A umbrella. So if you get a halfway decent building with a sophisticated, capable owner, with an organization and a capital base, there will always be a low-discount rent market for those buildings. So, you know, that's a complicated thing. I don't know. The great locations... and the great pieces of land underneath those B and C buildings will over time, and I'm talking about 20 years, be bought up by developers and will be teared down. There will not be a huge number of those. There will be one or two of those every couple of years.

Does that answer your question?

It does.

Thank you. We have no further questions at this time. I will turn the call over to Mr. Steven Roth for final remarks.

Well, thank you everybody. Our whole management team is in the conference room in person on this call. We enjoy these calls. We learn from them both in terms of our preparation for the call and the questions that you all ask, so we thank you for that. I'll say again what I said in the beginning of the call was we wish everybody good health, stay vigilant, get vaccinated, and we will see you for the next quarter call. Thanks very much.

Thank you. Ladies and gentlemen, this concludes today's conference. Thank you for your participation. You may now disconnect.