Alexander's, Inc.

Good morning and welcome to the Vornado Realty Trust fourth quarter 2023 earnings call. My name is Andrea 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 address your questions at the end of the presentation during the question and answer session. At that time, please press star then one on your touchtone phone. I will now turn the call over to Mr. Steve Borenstein, Senior Vice President and Corporate Counsel. Please go ahead.

Welcome to Vornado

Realty Trust fourth quarter earnings call. Yesterday afternoon, we issued our fourth quarter earnings release and filed our annual report on Form 10K with the Securities and Exchange Commission. These documents, as well as our supplemental financial information packages are available on our website at .vno.com under the investor relation section. In these documents and during today's call, we will discuss certain non-GAAP financial measures. Reconciliation of these measures to the most directly comparable GAAP measures are included in our earnings release, Form 10K 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 10K for the year ended December 31, 2023 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 Steven Ross, Chairman and Chief Executive Officer and Michael Franco, President and Chief Financial Officer. Our senior team is also present and available for questioning. I will now turn the call over to Steven Ross.

Thank you, Steven. Good morning, everyone. We ended the year on a high note with a good fourth quarter. The quarter and the year were right on target, although, as expected, our results were negatively affected by the dramatic increase in interest rates. This will carry through next year, but I expect will reverse as interest rates recede. It's important to note that our businesses continued to perform well. Michael will review the quarter and the year with you in a moment. This year, our New York City Office Leasing Team won the gold medal. In the fourth quarter, we leased 840,000 square feet. For the full year, we leased 2.1 million square feet. Average starting rents for the quarter and the year were record-breaking at $100 and $99 per square foot, respectively. In more gold medal stuff, for the year, we leased 1.2 million square feet at over $100 square foot rents. The office leasing market is on the foothills of recovery, but the capital markets still remain challenged and are even tightening slightly as we speak. The foreclosures and givebacks are still in front of us, and therefore, so is the opportunity. As Michael and I have said on the last few calls, retail in New York City has bottomed and is recovering rapidly. While rents have a way to go to reach peak pricing of five years ago, we feel very good about the activity level and strength of the retail recovery. And there's more big retail news. In two blockbuster deals announced in December, major global luxury retail products at Caring bought Prime's Upper Fifth Avenue properties for their own use as stores. One deal was $835 million and the other was $963 million. So in round numbers, call it about $900 million for a half-block front on Upper Fifth Avenue. So we now have the most important retailers in the world investing aggressively in real estate for their own use on the most important retail street in our country. This is only happening in the most important world cities, New York, London, Paris. Now, we take this mark very personally because we own in our retail joint ventures, so 52% our share, a 26% market share of available Upper Fifth Avenue and four half-blocks of similar AAA quality. I'm sure you can all do the math here. We also own in that same joint venture, the two best full blocks, so that would be four half-blocks in Times Square and we have the largest sign business in town. It's been a long ride and we have now just about completed construction of our renovation of the double block wide Penn II and we are about 90% complete with the surrounding plazas. The huge plaza in front of Penn II, combined with the 33rd Street promenade and the 33rd Street setback at Penn I have created an enormous open public space which I might say will be quite majestic. Directly across Seventh Avenue, the Hotel Penn is now down to ground, creating our Penn 15 site. All this taken together is for sure a game-changer. If you are a shareholder of Renato or are interested in Renato, this is an immediate -go-see. The world turns in funny ways and creates opportunity. The retail apocalypse is now passing, having handily survived the e-commerce attack. But now we have a CBD office apocalypse involving the work from home threat and the total blacklisting of office in the capital markets. In the end, the major cities of America will continue to grow and thrive, with New York, our hometown, leading the pack. Office workers will gather in offices with their colleagues rather than be alone at home at their kitchen table. And in the end, the supply-demand equation will come into balance and bring on a landlord's market by a total cutoff of new supply. You can't build anything in these frozen capital markets. And in New York, the evaporation of the capital will be the result of the expansion or irrelevance of, say, 100 million square feet of old, obsolete, unrentable space. This cycle is not over yet. There remain challenges. But for forward-looking investors, the time is now. My colleagues and I at Renato are optimistic and excited. Now over to Michael.

Thank you, Steve, and good morning, everyone. The 2023 was a challenging year. Our core office and retail businesses proved to be resilient. Our overall New York business, SameStore Cash NOI, was up a healthy .8% per year and was up 2% in the fourth quarter compared to last year. Comparable FFO, as adjusted, was $2.61 per share for the year, down 54 cents from 2022, largely due to increased interest expense, which is in line with the expectations that we previously communicated. Fourth quarter comparable FFO, as adjusted, was $0.63 per share compared to $0.72 per share for last year's fourth quarter, a decrease of $0.09. Overall, the core business was flat, and the entire decrease in the quarter was driven by increased GNA and lower FFO from sold properties. We have provided a -over-quarter bridge in our earnings release and in our financial supplement. We recorded $73 million of non-cash impairment charges during the fourth quarter, primarily related to joint venture assets that we intend to exit in the next few years. It should be noted that in accordance with NEAR Reads FFO definition, this impairment charge is not included in FFO. Now turning to 2024. While forecasting remains challenging in the current economic environment, we expect our 2024 comparable FFO to continue to be impacted by higher interest rates and be down from 2023, which already seems to be in the market. We project a roughly 30-cent impact from higher net interest expense due to extending hedges at higher rates on our variable debt. Additionally, there will be a ding to earnings as we turn over certain spaces, primarily at 1290 Avenue of the Americas, 770 Broadway, and 280 Park Avenue. This is temporary, as we have already leased up a good chunk of this space, but the gap earnings in these leases won't begin in 2024. We expect 2024 will represent the trough in our earnings and for earnings to increase meaningly from there as rates trend down and as income from the lease up with Penn and other vacancies comes online. Now turning to the leasing markets. New York is clearly leading the leasing charge nationally as the city continues to experience strong employment growth. 2023 leasing in Manhattan ended on a strong note, and as we enter 2024, market conditions are more favorable than any year since the pandemic ensued in March 2020, providing support for the continued recovery in the Class A office market. The economy is healthy. Most employers are back in the office at least three to four days per week. Competitive sublease space is thinning and the market for higher end space is tightening, fueled by a decline in the new development pipeline. Now that companies have greater clarity on their space needs, tenant demand is growing, which is translating into more leasing transactions. With new supply evaporating, tenants are increasingly focused on the highest quality redeveloped Class A buildings near Penn Station and Grand Central Station as they seek to attract and retain talent. Activity in the best buildings has been strong, with vacancy at less than 10% and rents rising. Our best in class portfolio has been a major beneficiary of this trend and the stats bear out this. That we consistently outperform the marketplace, as Steve mentioned earlier. In 2023, we leased 2.1 million square feet at average starting rents of industry-leading $99 per square foot with 1.2 million feet at triple-digit starting rents. Importantly, we made significant strides in addressing our upcoming vacancy and tenant role at some of our most important assets, with leases with the following important customers. Citadel at 350 Park Avenue, PJT Partners and GIC at 280 Park Avenue, King & Spalding, Solemn being Gay, and Cushman and Wakefield at 1290 Avenue & Americas, and Shopify at 85 Tenta Avenue. Additionally, at Penn One, we maintained strong momentum with another 300,000 square feet of deals, highlighted by new leases with Samsung and Canada Core Genuity. Just as a reminder, since we started our redevelopment efforts in the Penn District, we have leased over 2.5 million square feet of office at average starting rents of $94 per square foot, a significant increase in what these buildings achieved previously. Our fourth quarter activity led the overall market's leasing volume upturn as we completed 17 leases comprising 840,000 feet at starting rents of $100 per square foot. Even with our very strong close to 2023, our leasing pipeline heading into 2024 is robust. We currently have almost 300,000 feet of leases in negotiation with another 2 million feet in our pipeline at different stages of negotiation, including a balanced mix of new and renewal deals. Turning to the capital markets now. While the financing markets for office remain very challenging, as banks continue to deal with problem loans, we are starting to see some stability with the Fed potentially cutting rates in 2024. Fixed income investors are constructive again on high quality office and unsecured bond spreads for office have tightened significantly over the past couple of quarters. That being said, we are still a ways away from a healthy mortgage financing market in office. And most office loans will have to be restructured or extended as they aren't refinanceable at their current levels. More broadly, lenders have no appetite for construction financing across most property types, which should keep a lid on new supply. Conversely, the financing market for retail is now wide open now that the sector has bottomed. As always, we continue to remain focused on maintaining balance sheet strength. Even in this challenging financing environment, our balance sheet remains in very good shape with strong liquidity. We are actively working with our lenders and making good progress, pushing out the maturities on our loans which mature this year. Our current liquidity is a strong $3.2 billion, including $1.3 billion of cash and restricted cash and $1.9 billion undrawn under a $2.5 billion revolving credit facilities. With that, I'll turn it over

to the operator for Q&A.

We will now begin the question and answer session.

If you have a question, please press star, then one, on your touchtone phone. If you wish to be removed from the queue, please press star, then two. 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 one, on your touchtone phone.

Please hold momentarily while we assemble the roster. Our first question comes from Steve Sakwa of Evercore ISI.

Please go ahead.

Thanks. I guess first question for Michael or maybe Glenn, just kind of on that pipeline, the 2 million square feet that you talked about, could you maybe tell us a little bit how much of that is for the existing portfolio, how much of that is for the development such as PEN2? In that discussion, can you just talk about the upcoming expirations in 2024? Are there any large known move-outs this year that you might know about that you could share with us?

Hey Steve, it's Glenn. So of the pipeline that we mentioned in the opener remarks, there is a good spread in there including PEN1 and PEN2. So activity continues to strengthen at both properties. The reception at PEN2 has been better than excellent. Tour volume is off the charts. Everyone thinks this thing is a wow, nothing they've ever seen. So the pipeline does include activity at both PEN2 and PEN1. As it relates to the bulge in 2024, the explorations that we were facing, we've attacked it I think very well thus far. At 1290, we've already leased more than 50% of the space that was expiring in 2024 between Venable and Equitable. At 280 Park, we've released over 200,000 feet of the 275,000 feet expiring between 2024 and 2025 and put away PJT, which was expiring in 26. 770 Broadway, we continue to be the market with. That building of course is more of a big tech, big media building, but we expect that building to perform as we move along here given its great location and great bones.

Sorry, just a quick follow up. Are you saying 770, does that have a meta-exploration?

It does. It has a meta-exploration of 275,000 feet in June of this year.

What's left?

So meta, after that exploration Steve, we'll have another 500,000 feet long term in the building.

Okay, great. Thanks. And then just on the second question, I noticed that you pushed out the stabilization of 10-2 by year, which certainly makes sense just given the challenging market today, but you guys also kept the, I guess you kept the yield unchanged. So just can you kind of help us think through that? And I guess from an accounting perspective, if leasing doesn't occur this year, somewhat soon, does that begin to create a potential earnings drag in 25 just from the lack of ability to continue to capitalize costs on that project? Thanks.

Good morning, Steve. The answer with respect to stabilization is we did push it out to 26. You know, it's taking a little longer to get going on take up there, but as Glenn just referenced, the reaction as it's gotten to delivery here has been outstanding. So we expect that to pick up. But that being said, we're trying to be realistic as well, and so we pushed it out. The yield is based on the $750M cost does not include carry. So that's based NOI over the original cost. So that's a simple math for you. Create drag beyond 25. If it's not done, I guess potentially, but we feel good about the pipeline and what we have baked in right now.

Great. Thanks. That's it.

The next question comes from Michael Griffin of Citi. Please go ahead.

Great. Thanks, Steve. I know in your opening remarks, you talked about the stressed opportunities you're seeing out there in the market. Can you maybe quantify kind of what those opportunities could be? And when you look at kind of capital allocation priorities, would it make sense to take advantage of those maybe relative to buying back your stock or starting new developments?

There are three opportunities. Buying back our stock is the first one, or use it as a capital allocation. The second is paying off debt and deleveraging a little bit. And the third is offensively acquiring new assets. We are only interested in acquiring new assets at distressed prices. And I think, as I've said, the foreclosures and the givebacks have not really happened in an accelerated way. So the opportunities are still in front of us. I don't have any comment as to what we might do. But I think our first, our number one priority is the debt that we need to, the debt expertise. And then after that, we go on the offense. The stock, we will react opportunistically to the stock price over time.

Great. Thanks. And then I was wondering if you could comment on the recent news about a rent reduction from a tenant at 650 Madison. I know you only own 20% of this building, but is there a worry that we should extrapolate this in terms of kind of future rent roll and maybe a sign of things to come from a leasing and rent perspective?

The interesting thing is, some of the industry papers, they always get it right. But this case, they got it dead wrong. The facts are that the $60 number was a net number. So if you gross it up, it's about $100 a foot. Glenn is telling me it's a little less than $100 a foot. But so it's in

the low 90s, I guess. Great. That's it for me. Thanks for the time. Yes, sir. Thank you.

The next question comes from Camille Bonnell of Think of America. Please go ahead.

Good morning. Can you talk a bit more to the retention levels of the overall portfolio in 2023? How did it track versus your expectations and with the lack of new supply on the horizon, do you think this will pick up in 2024?

Hi, it's Glenn. Our retention rate was strong. As I mentioned, the leasing that we've gotten done, the renewals, I think, went better than originally it thought with the beginning of 23. And in our pipeline that we referenced, we have very good activity on forward lease exploration. We're definitely finding that CEOs, the decision makers of these tenants who are expiring forward are now coming to us earlier than they had been over the past few years because there's less and less quality blocks of space available to them. So I would say definitively the renewal program is stronger than it had been. We're in very good talks with many of our tenants going forward. And I think it's showing in our leasing activity numbers, especially with the volume we had during 23 and what we're now seeing in 24 already. You make a good

point. I think you said with the lack of supply. So the dynamics which are going to cause the office market to get very, very healthy pretty soon are you can't build anything in this capital market. So there will be no new supply coming on stream. The supply of buildings that were built in the last cycle over the last number of years, that space is all being eaten up. And the next trend is that tenants seem to want high quality buildings, which are either brand new or buildings which have been completely retrofitted. And so the older buildings, and I think I said the stock of those are somewhere around 100 to 150 million square feet. Those are just obsolete and irrelevant and will evaporate. So what we're dealing with is not a 400 million square foot marketplace. We're dealing with something which is somewhere in the high 200s, which is a totally different supply demand equation.

Appreciate the color there. And given retail seems to be a bit of a bright spot in your portfolio, can you also talk about how your leasing pipeline is looking for that side of the business?

Sure. Appreciate you recognizing the retail is a bright spot. I think it feels like investors wrote it off and with everything that's happened in the marketplace, forgotten that we still own the most and highest quality retail in New York City, as Steve alluded to in his opening remarks. So these are scarce trophy assets. I think the value is being recognized. We've talked about the last couple of quarters and it continues. Our leasing pipeline, we've got activity across the board, really on all our spaces. Where there's vacancy or rollover occurring, we have tenant activity, in some cases multiple tenants for those spaces and rents are clearly rebounding. So I would just sort of say stay tuned. We're optimistic in terms of what's coming down the pike based on the whole we're working on right now.

There is definitely a finite supply of the highest quality retail space, which is what the marketplace wants. And then I hope you notice I have a new financial metric for retail, which is called the half block price. And we got a lot of half blocks in the best place.

Appreciate that. And just finally, on the GNA side, you've managed to control those costs quite well since the pandemic, but it did pick up last year due to some additional stock expense. Is this a reoccurring event going forward? And are there any key considerations for 24 that will keep your GNA at the current or higher levels? Just for instance, less capitalized interest from your development program now that Penn1 is out of the pool?

No, capitalized interest will be comparable. GNA, some of that will roll off given that was a one time event. But I think what you're referencing generally is the compensation plans put in place, which we felt important to retain our talent in a difficult environment. And so we implemented those one in June, heavily tied to entirely tied to stock performance over the next three, four years. And the shareholders do quite well and the employees will do quite well. So that expense was elevated in 23. And that'll start to, I think, normalize as we get into this year. Tom,

how many years are we writing off the expense for the comp plan? So it's four years. You are accelerating. So say that again. You are accelerating. So the expense for writing off the equity comp plan that we issued in June is over a four year period. So the GNA will benefit enormously shortly as that rolls off. And I think I said in my remarks, you know, you climb the mountain and then you go to the other side of the mountain. So the rise in interest rates have penalized our earnings, actually, you know, pretty substantially. That is going to reverse somewhere as the government begins to reduce, which they will. And then similarly, well, I guess that's the big, those are the two, that's the big thing. Now, similarly, Michael said that our earnings were going to be hit or dinged, I think was his word, by turnover in the tenants from the bulge in expiry, lease expiry. Once again, those spaces will fill up, income will come on board. So these are temporary reductions in our earnings, which will absolutely reverse.

The next question comes from John Kim of BMO. Please go ahead.

Thank you. Given all your commentary on street retail and how it's recovered, the pricing has been very strong. Are you going to be looking to sell into this strength or do you think market rents are going to improve or is this really just telling us to update our NAB estimates?

Hi, John, how are you? Well, the first thing is we're enjoying the bounce back from the retail. I mean, retail had a target on its back threatened by e-commerce, etc. And that is all evaporated and now retail has become the bull. We believe that the asset prices of the assets that we own has increased dramatically from the bottom and we may take advantage of those prices by selling assets from here every once in a while. We've already sold a chunk of assets that we really thought were not part of our core. So we've sold some, we may well sell some more, and we're absolutely convinced that rents are going to rise. Will they rise to the peak pricing that they were five years ago? Probably not, but they're certainly going

to rise from here.

Okay,

do you think you'll

get the same pricing you got originally when you established the joint venture? In other words, pricing and assets reached peak levels?

We're delighted with the pricing that we were able to achieve in a large joint venture. We're not going to speculate on what the pricing will be.

John, that's speculation. If you look at the pricing that Prada and Caring paid, and Steve talked about the half blocks, and you analyze what our portfolio could be worth, then it's not a stretch to say that we're back at those levels or get back to those levels. I think the most important thing is you have two of the most important retailers in the world who are saying Fifth Avenue is critically important to us. We want to be there forever. We are prepared to pay a meaningful price to be there. I think that the history of these things is the animal spirits get going. You don't think that other retailers are behind them saying, maybe we need to make sure we have a place on Fifth and secure our position. I don't think it's a stretch to think that these aren't the last two transactions that occur on Fifth.

Michael, you mentioned an impairment that you've taken this quarter related to joint venture assets you're looking to exit. Is it this retail joint venture that you're discussing or are there other assets? No. If so, which ones are they?

Yeah, not the retail. Retail, the worst is past, as we've said. Now, these were just a handful of smaller, generally all office assets that are in joint venture. The accounting treatment, you guys should know well by now, given the street retail venture, the accounting treatment, the impairment methodology is much different from joint ventures than for wholly owned assets. This is a handful of assets that we intend to exit over the next two, three years and that results in a different accounting approach and thus the impairment. It's an accounting convention, what the ultimate proceeds will be realized, TBD, but again, it relates to a handful of smaller assets.

But there is no doubt that in this cycle, values have fallen. So when interest rates go from three and a half percent to eight percent, that has an enormous effect on value. And so therefore, I'm very pleased that the impairments were as small as they were, actually.

And just to confirm, this does not include 1290 or 555 Cal. That's

correct.

Great. Thank you.

Thank you.

The next question comes from Dylan Brzezinski of Green Street. Please go ahead.

Okay, thanks for taking the question. Just two quick ones on occupancy for both the office and retail side of things. So it sounds like for New York office, that occupancy should bottom throughout 2024. And as you guys have already leased up some of the move out that it should pretty swift recovery as we look out to 2025 and beyond. Is that sort of a fair characterization?

Hi, it's Glenn. I think that's fair. I think you'll see a dip over the coming quarters based on what we talked about earlier. And based on the pipeline, we'll come right back up. I think it's fair with your with your characterizing. Yes.

Probably flattish for 24, though,

overall. Just a word on that. Hang on. Hang on. Just a word about occupancy. So the market occupancy is in the high teens. So our occupancy is give or take around 90. A hair north or a hair south of 90. If you look back over our history, our normal occupancy is a hair over 95. They call it 96. The difference between 96 and 100 is kind of like structural vacancy. You never get to 100 percent on a large, you know, over 20 million square foot portfolio. So our occupancy is really the difference between our vacancies really the difference between 96 and 90, let's say 6 percent, which we think is we can do better. We will do better. But we think that's pretty good performance in a soft market. Now, the next thing is, is that when we rent up the space and as the markets reverse to normal from 90 to 96, that's a very significant increase in our earnings. So we have that in front of us for sure.

Great. And I think that kind of sort of leads into my next question is on the retail side of things, as we look at the portfolio today, I think in your disclosure, you guys say occupancies high 70s, pre-COVID, you were mid 90s. I guess just how do we think about the recovery there given some of the comments you guys laid out regarding the leasing pipeline?

Well, the retail occupancy is really sort of a nominally. It includes the Manhattan War, J.C. Penney, who vacated a couple of years ago, and that's 11 points of occupancy. Is that right? And what's the second one, Tom? Yes, Farley, the retail there. And then Farley, we have slow going on the ninth Avenue side. So between those two, we're somewhere in the probably mid 80s.

That's helpful. Thanks,

guys. The next question comes from Vikram Mahoucha of Mizuho.

Please go ahead.

Morning. Thanks for taking the question. Just I want to just go back to your comment about FFO dropping in 24. So just two clarifications to what you said first. One is the Facebook lease 770. Is it clear that the 200 or so thousand square foot expiring, they're a move out, but then the rest is their long term? Number one. And number two, could you just roughly quality quantify the move outs you mentioned? What is the FFO impact this year to that?

On the first question, the remaining meta 500,000 feet is long term.

That's correct. Right.

So the 270,000 feet is just one component this year. And the remainder, Vikram, we don't give guidance. There's a number of ins and outs. Yes, you can just quantify the specific three situations we mentioned, but there's other things that are going on as well. So I don't want to isolate and say, on these three, this is the impact because that doesn't give the full picture. Net-net, we expect it to be negative. How big? We have to see what transpires across the whole portfolio.

And so I guess just a second question is to clarify. You're basically saying with the move outs, with the interest rate impact, et cetera, the ins and outs, you think FFO will go, occupancy will dip. You're assuming the lease rate will eventually come back is what I'm assuming you were referring to. And then the impact of all that leasing will help 25 recover FFO-wise. Is that fair? Is there any other big moving piece to that equation?

No, I think that's fair. Obviously, look, as we leased up Penn, which is in some other vacancy that Steve mentioned, it's not just natural turnover. That's going to power that as well. But I think your general comment is accurate. So to summarize,

Vikram, I agree it's accurate. So to summarize, interest rates have gone up and have been painful. They will go down. They're not going to go down. And so that's going to increase our earnings from here. Our occupancy is going to climb from, say, 90 to whatever. And so that's going to increase our earnings. And then the big thing is over the next two years, two Penn will rent. The income from that will come online. Now these are fairly substantial numbers. But overall, you're 100% correct. Thank you.

Okay, great. And then Steve, just last one, you mentioned external growth opportunities at some point, obviously, paying a de-levering. I'm assuming FFO growth is important. But if you look to, maybe as the board and yourself, you look to award executives, LTIPS going forward, what are maybe one or two of the top metrics that could be different the next five years versus the last five years in terms of gauging those LTIP awards?

I don't know how to

answer that question. We don't give guidance for next quarter. And it's very difficult to predict what's going to happen over the next five years. But talk around that very sophisticated question, Vikram. We are a New York-centric company. I don't imagine that we will open up a new beachhead where we don't have the same kind of depth of experience, knowledge, and franchise that we haven't. So basically, we're a New York company. My guess is that that's something that I'm not contemplating comes up. We will stay a New York company. Now we opened up a beachhead in Washington some years ago, spun that off into a separate company, which I think is a terrific opportunity. And then we had a large Northeastern shopping center company, which we also spun off. So we have experience with different geographies. But my guess is the main company will continue to be a progressive office company. But I think I've said this before. We will not make acquisitions of conventional office at full pricing. We will only be a buyer at, I don't want to call it distress. What's the right word, Michael? Okay, at the stress prices for office buildings. And we have some residential. And we might do a little more of that. And then what we will develop in the Penn District is an extraordinarily important part of our company. And maybe, you know, arguably the most important development in the country as we go forward. You can't build anything in the Penn District today because of the frozen capital months. You cannot do it. The math doesn't work. But as that begins to thaw, we will consider building and developing residential in that marketplace. And, you know, we might even sell a piece of land to a residential developer. So we can't predict what's going to happen. But in five years, we will be New York-centric. We will be a majority in office company. And the Penn District will be really important five

years from now.

The next question comes from Alexander Goldfarb of Piper Sandler. Please go ahead.

Hey, good morning. Good morning, Steve and Michael. Steve, just, you know, talking about the comp plan that you guys put in place around 350 Park at the year end, obviously in the middle of last year, the stocks were on their back. And you guys, you know, revised your comp plan understandably, just given, you know, how the stock was depressed. And I think we all understood that. At the end of the year, though, the 350 comp plan definitely surprised and especially that, you know, shareholders have to wait till the end of this year to figure out their dividend for 2024, you know, the stub, the 30 cents stub aside. So can you just walk through, you know, how we should think about that comp plan for a development project that doesn't deliver for another decade while, you know, you're talking about earnings still going down this year and shareholders, you know, having to wait another year for the dividend. Just want to understand that, especially in light of, you know, the mid-year update that you guys did for the senior executives and upper, you know, generation last summer.

Sure. How are you, Alex? Let me go backwards first. Your comment about the dividend. We have had an enormous number of incomings from shareholders, analysts, etc. And industry peers saying what we did with the dividend was correct. And to continue to pay, by the way, we will right size the dividend, but to continue to pay and overpay a dividend, etc. If this capital market is just not the most efficient use of capital. So you seem to be on the other side of that. I can tell you that most of your friends and peers are think that what we did was the correct thing. Pardon me. Now I need some hot water very. I'd bring you a cup if I was there. Well, I'm not going to get into that. Now let's talk about the development sheet comp plan. So this is something that we've been thinking about a long time. So the first thing is, objective is retention, reward, to increase motivation and to incent our most important employees. Retention, reward, motivation, and incentive. So the first thing is that anything that is paid out on that comp plan comes from joint venture development projects. Now we don't do a lot of those. 350 Park is probably in my memory the first one. We did 220, 100%. We don't do a lot and we own the Penn District 100%. So this doesn't come into being until there is a joint venture partner that pays a development fee. Now I talked about incentives and motivation. We think that it's shoulder to shoulder with our shareholders that we do this kind of investing. And we think it's also shoulder to shoulder with our shareholders that we bring in outside third party capital to fund this, which has become most of our peers in the industry are using outside capital. We haven't done that in the past. So we want to do that in the future. So that's the beginning of it. By the way, it's a very small plan. We don't expect it to be substantial in any way. And as we look at it and as we review our senior management compensation and even down the line, we find that our compensation is lower than almost all of our peers. And so this is a way to have performance-based comp, a small amount by the way, and this is other than stock-based comp because we can't control the stock price, but we can control our performance in joint ventures. It's only payable out of third party development fees, not development fees that Bernada would be paying. And we think it's the appropriate. We probably made a mistake. We did a good job of socializing the June comp plan. We sort of didn't do it with this development comp plan because we thought it was very small. We thought shareholders would get it. And frankly, I made a mistake. We should have told our shareholders based on what we were going to do. I myself am extremely unhappy to get any negative comments about that. But there it is. We think it's right. We think it's a good way of comping on people. We think our people are underpaid, certainly at the highest level. And by the way, doing a -square-foot building in New York City is backbreaking work. It's night since weekends. It's backbreaking work. And we think that the team deserves it.

Steve, but to that point, if it's a small amount, it would seem like something that's just part of the annual comp committee. Like, hey, you guys did a great job as part of your bonus for your 2023 or 2024. We're rewarding. So if it's a small number, it doesn't seem like that much of an incremental incentive. And two, it just seems like ordinary course that management is expected to do to drive value for shareholders and would be part of their regular course compensation. It's not clear why it would be a standalone.

Obviously, I don't agree with you. Okay. But this is, I would like to agree with you. I would like you to agree with me. I'd like you to agree with me rather than me agree with you. But anyway, no comp in this plan is paid unless it goes through the comp committee of the board and they take all circumstances into account. So there you have it.

Okay, let me switch. Glenn, on Penn 2, I believe you guys switched brokers from your original one to a new one. Just curious, the progress that you guys had on Penn 1 seemed pretty good. You toured us last year, the project. It certainly seemed impressive what you guys have done with Penn 1. It seemed like leasing was going well. What happened with Penn 2 that you found it necessary to switch brokers? And is that sort of a repositioning of the asset, different tenants? Or there something else that you learned through the process that caused you to switch brokers on Penn 2?

So we did not switch brokers. The Cushman and Wakefield team is additive to my team. Something we do not do often, as you know, but here we decided to do it to cover the entire market, both regionally, locally, and nationally. We brought in a great team. The team had just, done all the leasing over in Manhattan West. So it's additive, not a switch. At Penn 1, it remains the Renato team. And that was the reasoning for doing the Penn 2 ad of Cushman and Wakefield. But no switch, no change, normal course of business.

Alex, I'm confident, I'm confident that the gold medal team of Glenn and the rest of his team in-house have the strength, the ability, the franchise to do the job. But we're in the no stone unturned business. And so we thought that adding Cushman to have that extra look into the marketplace was a good piece of insurance. And it's

working out.

The next question comes from Caitlin Burrows of Goldman Sachs.

Please go ahead.

Hi, thank you. This is Julian Bluen on for Caitlin. Thank you for taking the question. Steve, regarding the dividend and adding to Alex's question, last quarter you provided a really helpful breakdown of your 2023 expected taxable income. I was wondering if you could provide the for 2024. And should we assume that the fourth quarter dividend will be again set at sort of the minimum required taxable income level?

The answer to that is that we have a broad idea of what the 2024 taxable income will be, as you would expect. But it is not a number that we are comfortable enough with disclosing publicly. So that's the first point. The second point is this time it's the financial policy of our board to pay out the minimum dividend because from a capital allocation point of view, that's the right decision. We have had, as I said before, numerous investors, shareholders, analysts, peers tell us that's the right decision. The dividend, the most interesting part of the dividend, however, will likely be gains on asset sales because all of our assets have very low basis. So if we choose to sell an asset or two or three or four in 2024, that will determine more than anything what the dividend would be.

That's really helpful. Thank you. And then maybe switching gears to PEN 1, the ground lease renewal, I think you mentioned at the beginning of last year that you thought the final number could come in lower than the original $26 million estimate just based on evolving sort of market conditions. Is that still your expectation? And I guess what is the latest update on that process?

Well, that's absolutely my expectation, but there's somebody on the other side that disagrees with that. So we're in the middle of the process, the arbitration process to determine what the number will be. And that's something we can't speculate on.

Okay, great. Thank you.

Yes, Doshia Bank, please go ahead.

Thanks. Just first a question on PEN 1. Based on the incremental yield you gave last quarter in the SUP, I know it's now in the, I guess, more stabilized pool, but it looks like there was eventually 59 million of future NOI, I assume, there on a cash basis. Can you just let us know how, if any of that's already been captured yet, and just how to think about the impact of any of that, if there's any of that benefit assumed for this year?

Nick, as Michael, I can't give you the exact numbers offhand. The answer is some of that is fact in 24, but this is a rolling program, and so it'll continue to come in next year as well. Obviously, there's vacancy there. That gets leased up. That'll come online as well. So the answer is some of that's there. I can tell you it is, and it's not in the development yields anymore just because the project is done, but the last one we had published, we're confident in terms of hitting that and hopefully exceeding it. But we can sort of circle up and get to a little more specifics. But some of that's in 24, but it'll roll in over the year too as well.

Okay, thanks. I'd like to make a couple of comments. The first is that all of us focus on what the initial yield is on an asset. I think it's a very interesting exercise to say, what can that asset produce in terms of revenue three, five, seven years out? So we believe, for example, in the Penn District, we believe in the west side of Manhattan. We believe that when you combine Penn District with Manhattan West and Hudson Yards, I mean, that's a hell of a satisfactory return at the get-go and will grow from there as we continue to own them over the next period of time. So there's that. We also believe that, I mean, there's some question about which is more important, Penn or Grand Central? Well, the answer is obviously Grand Central is at the foot of Park Avenue, so that's very important. I, and I think everybody considers Park Avenue to be the principal business boulevard in the country, maybe even in the world. We have a representation of multiple assets on Park Avenue too, but it's interesting to note that New Jersey transit comes into only Penn Station, and New Jersey is the fastest growing suburb of New York. So we're very, very happy with our position.

Okay, thanks for that. Just second question is on Penn 1 and Penn 2. You know, you guys give only the occupancy numbers in the SUP, and I'm just wondering if there's any way that you can give us a feel for like a leased rate for those assets or even think about, you know, how much of leasing you've achieved so far of what your ultimate plan is on getting to these, you know, stabilized cash yields you talk about for the projects?

So how much, how much, Penn 1, at least, how much to go?

I mean, as Michael said, Penn 1 is a multi-year program. When we set out on the project, there were over 200 tenants in the property, which were rolling over the next, I'd call it, five, six, seven years. We've leased a considerable amount of space in Penn 1 to date, and we continue to cycle through as these tenants expire year to year. So, and it's been very successful. You know, we've leased over 30,000 feet this year. You know, it runs towards the 90, and we have a lot of action in the pipeline now. Similarly, at Penn 2, we talked about the pipeline. We have deals coming to four at Penn 2 as we speak, and you can stay tuned on that activity as we roll into the first, second quarter of 24.

Okay, yeah, and I appreciate all the comments there on the releasing. It's just honestly a little bit hard to understand, you know, where you guys are at in terms of the releasing of those projects and, you know, at what point you're getting the NOI benefit because, you know, there's no, like, bridge provided anymore about rolling out and the rolling in of NOI, so it's honestly very difficult to quantify what the benefit to the company is going to be over the next couple years.

I mean, I would say, Nick, let's go through it, right? Penn 2, we've got a million four to lease up, okay? Penn 1, we've probably taken care of, I'm going to rough guess, going half the square footage to date, right? So, there's probably another million two to go in terms of rolling that up and marketing that to market, all right? Between those two assets in a short period of time, and let's call it, let's just, let's use the outside, three years, right? There's going to be an incremental $200 million that comes from, an NOI that comes from those assets, maybe a little less than far too in terms of remaining retail, but the bulk of that is Penn 1, Penn 2, that's probably in that capitalized interest another $150 million, right? So, that's as crisp as I can give it to you, whether I'm a little bit early, a little bit late on the timing, that's the magnitude, and it's going to happen.

Great, thanks. I know I appreciate that extra commentary, Michael.

Okay, yep.

The next question comes from Anthony Palome of JPMorgan. Please go ahead.

Thanks, I just have one. Michael, if I got your comment right earlier, I think you mentioned debt markets are pretty open right now for retail, and so I was wondering if that creates any opportunities for you all to get paid back on your prep interest in the JV in the near term at all?

You know, Tony, good morning. You know, we're pleased that the markets are opening, and the answer is, you know, we're starting to look at it, but, you know, we've got some leasing to do on a couple of those assets as well, right? If you think about a $6.89 or a $5.00 or, you know, the old space at $15.40. So, there's a little bit of leasing that has to get accomplished, stabilize, you know, two or three of the assets, but, you know, as opposed to something that was sort of not on the table as a possibility, I think it's emerging as a possibility, and, you know, markets continue to improve. The answer is we are absolutely focused on it, and, you know, we're sort of gathering data and looking at it, but, you know, it's one of those things where we have to do leasing. There's also a size limitation in terms of, you know, how much you can put through the system, but our goal is to repatriate that capital over time, and that's emerging.

I look at it differently. The markets are open, which really means that lenders are prepared to give you money at 8%. That's not open to me because the cost of that capital is just too high, and it will, this is not the time to be aggressively borrowing unless you absolutely need it. So the answer is we look at it from an academic point of view, but it would be very surprising to see our company aggressively refinance the preferred or anything else in this market at these interest rates. Now, just a minute about our liquidity. We have a billion-some odd in cash. We consider at some point in time that the preferred is a source of liquidity not at 8% but lower, but if we had to, it's a source of liquidity, and that's $1.8 billion. And the next is, remember that Penn Plaza has no debt on it. So we've got Penn One, debt-free. Penn Two, debt-free. Farley, debt-free. And the hotel Penn site, debt-free. So we have an enormous source of liquidity which we think is pretty interesting.

Okay, thank you.

Thank

you.

The next question comes from Ronald Camden of Morgan Stanley. Please go ahead.

Great. Just one from me as well. I was just looking at the 10K in a footnote. You put some really helpful details about where you expect to release some of the maturities on the office portfolio. I think it looks like flat or in some of the retail at sort of over 30%, which I thought was helpful. But trying to connect the dots between those releasing spreads, I think we talked earlier on the call about occupancy potentially dipping in the first packet part of the year before picking up. Can you put that all together for us and into a same store and why number? I know you don't give guidance, but is there some broad strokes that we should be thinking about same store and why? Is it flat? Is it slightly down? How should we think about those pieces?

Thanks. You know, it's probably a little bit down in the aggregate. But again, it depends a little bit on what's basis and when happens. So, hard to give you any more guidance in that. But I think your overall characterization in the office on an average basis flat is probably accurate. But, you know, as Glenn and his team have a history of doing, you know, we pull forward a number of leases that are going to roll and deal with those. You know, it's sort of hard to give you that number. Got it. Thanks so much.

The next question is a follow up from Steve of Evercore ISI. Please go ahead.

Yeah, thanks. Just two quick follow ups. Michael, I think on the GNA, you and Steve had provided some color, but I just wanted to see, are you saying that in 24 you think the GNA will be flattish with 23 or it actually comes down in 24 versus 23?

Well, it's going to come down. You know, the development, you're not going to be there, right? I mean, that was a last year item. That's not going to reacquire this item. So that's going down. So, you know, the answer is yes, we think it will be down.

Okay. But just basically stripping that out, that's really the only kind of one timer that would sort of come off the 23 number.

Yeah, there's a little bit more in terms of things that were accelerated that aren't going to reoccur just based on, you know, historical vesting for, you know, certain people. But, you know, so the answer is net-net between the development fee that, you know, I don't know, we're talking $10 million or so at neighborhood, probably somewhere in the neighborhood that comes off the books in 24.

Okay, great. Thanks. And then just second follow-up, just on, I think you've got a big refinancing that you're working on with your partner at 280 Park Avenue. Just any kind of color, I think that might have gone into special servicing. I assume that that was maybe part of the mechanics of getting that loan refinanced, but just any color commentary you could provide on that refinancing would be great.

Thanks. Sure. You know, I'm not going to say too much given we're still in the middle of the process, but it is a CNBS loan. You know, going into special servicing is part of the process of working that out. And, you know, we and our partner are making good progress on that, we expect to get to a successful resolution with, you know, terms that we think are attractive. So, you know, more to come shortly there. But, you know, we've been hard at work, you know, for the last six, nine months, the CNBS loans are painful, complicated, given, you know, the way they're set up. But, you know, you have the right sponsorship and, you know, I think they recognize that. So, you know, we're getting closer to the finish line.

Great. That's it for me. Thanks.

Thank you.

That concludes today's question and answer session. I would like to turn the conference back over to Stephen Rollins for any closing remarks.

Thank you, everybody. We appreciate your interest in our company. We learn from you every call. This was an interesting call. And we it's snowing in New York and we'll see you at the next call. When is the next call? May 7th. Okay. On May 7th. Have a good day.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating and you may now disconnect.