Paramount Group, Inc.

Good day, ladies and gentlemen. Thank you for standing by. Welcome to the Paramount Group fourth quarter 2020 earnings conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. Please note that this conference call is being recorded today, February 11, 2021. I will now turn the call over to Rob Simone, Director of Business Development and Investor Relations.

Thank you, Operator, and good morning. By now, everyone should have access to our fourth quarter 2020 earnings release and the supplemental information. Both can be found under the heading Financial Information Quarterly Results in the Investors section of the Paramount website at www.paramount-group.com. Some of our comments will be forward-looking statements within the meaning of the federal securities laws. Forward-looking statements, which are usually defined by the use of words such as will, expect, should, or other similar phrases are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect, including, without limitation, the negative impact of the coronavirus, COVID-19, on the U.S. regional and global economies and our tenants' financial condition and results of operation. Therefore, you should exercise caution in interpreting and relying on them. we refer you to our SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial condition. During the call, we will discuss our non-GAAP measures, which we believe can be useful in evaluating the company's operating performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available in our fourth quarter 2020 earnings release and our supplemental information. Hosting the call today, we have Albert Baylor, Chairman, Chief Executive Officer and President of the company, Wilbur Pays, Chief Operating Officer, Chief Financial Officer and Treasurer, and Peter Brindley, Executive Vice President, Head of Real Estate. Management will provide some opening remarks, and we will then open the call to questions. With that, I'll turn the call over to Albert.

Thank you, Rob, and thank you, everyone, for joining this morning. We hope that everyone is staying safe and healthy. I am very proud of how the Paramount team has performed during these unprecedented times. Yesterday, we reported core FFO for the fourth quarter of 24 cents per share, resulting in core FFO of 96 cents per share for the full year. These results reflect the strengths of our assets and tenant base. Today, we are initiating 2021 Core FFO per share guidance between 82 cents to 88 cents per share. Wilbur will review our financial results and our 2021 guidance in greater detail. Looking back at 2020 as a whole, No one could have predicted the crisis that quickly unfolded and shocked the global economy. The world seemed to collectively hit the pause button. The US office market, both public and private, was no different. The robust leasing environment of the previous year effectively froze as companies waited to see what would happen before making any major decisions. Paramount, like most of our fellow office landlords, took a defensive stance, focusing on preserving liquidity and monitoring our tenants for risks to the portfolio. I am proud to say we fared better than most. Thanks to the hard work of everyone here has done over the years to secure a roster of blue-chip tenants that were carefully evaluated for the ability to withstand market downturns. We entered 2020 in a very strong position to a global market crisis. We benefited from years of strong leasing execution without compromising on our stance of always leasing for the long term. This has been evidenced by our strong rent collections, which were 96.7% for the entire portfolio during the fourth quarter, demonstrating our disciplined underwriting, and the overall resiliency of our portfolio. While our buildings have remained open throughout the pandemic, most of our tenants have and continue to work remotely. We remain in regular contact with our tenants, ensuring that those who have returned enjoy a safe and healthy working environment. While we look forward to welcoming all of our tenants back to the office, we do not anticipate a major shift in tenants returning to the workplace until the second half of 2021. Most business leaders want their employees back in the office, but that is unlikely to happen until a majority of the population is vaccinated and the rate of infection drops. The good news is that the government has an aggressive mandate to ensure the population is vaccinated and the two vaccines that have been approved by the FDA, have high efficacy rates, and a third vaccine is nearing approval. All this bodes well for a return to normalcy as businesses reopen and travel resumes, which will undoubtedly result in a period of strong economic recovery. On the leasing front, we remain laser-focused on our availabilities, namely the 500,000 square foot Barclays block, at 13016 Avenue and 130,000 square foot block at 31 West 52nd Street. Peter will provide additional details on what we are seeing in the market. Notwithstanding a difficult leasing environment, we managed to lease almost 700,000 square feet of space with an average cash mark to market of 18.5%. As I mentioned on our last call, One of the most important leases we signed this year was a 16-year lease with iconic luxury juror Harry Winston. This was a highly unique transaction that was executed by us internally, resulting in the up 3% of the available retail space at 712 5th Avenue for essentially over 80% of the previous fully escalated rent of the prior tenant. The deal represents a powerful example of the attractiveness of the asset and its location, as well as our approach towards long-term value creation, even in a recessionary environment. Turning to the transaction market, while there was an uptick in activity in the fourth quarter, overall transaction volume remains low. Core assets that are well-leased with a blue-chip tenant roster and longer-weighted average lease terms are commanding superior pricing. An example of this was our 10% sale of 1633 Broadway, the largest asset in our portfolio, both in terms of size and from a valuation perspective. The transaction which we announced and completed during the second quarter raised over $110 million in net proceeds and valued the property at $2.4 billion, or $960 per square foot. This deal demonstrated the underlying long-term value of our real estate in the markets where we operate. Currently, there are very limited distressed opportunities in the market due to lower interest rates and ample liquidity. We do anticipate, however, that these opportunities will increase over the next 12 to 18 months, and we will be ready to take advantage of these opportunities through our joint venture relationships. During the quarter, we also completed the sale of 1899 Pennsylvania Avenue for $103 million. This completes our strategic exit from the Washington DC market. We believe the discount at close was reasonable given current market conditions, and we are pleased that the transaction closed on time during the quarter. As we look back to the year that was, and look forward to the year that will be, we remain optimistic and focused. Optimistic that the pandemic will soon be behind us. Optimistic that people are tired of being isolated and look forward to returning to their normal lives. Optimistic that this economy will roar back to life as restaurants and movie theaters reopen and travel resumes. And we remain focused, focused on the health and well-being of our tenants and employees, focused on leasing our available space, and focused on creating value for our shareholders. With that, I will turn the call to Peter.

Thanks, Albert, and good morning, everyone. During the fourth quarter, we leased more than 87,000 square feet at a weighted average starting rent of $90.81 per square foot. The majority of our fourth quarter leasing activity was once again renewal-based and served to further reduce lease roll in 2021 and beyond. At quarter end, we were 95.2% leased, down 40 basis points quarter over quarter and 70 basis points year over year. Adjusting for the January 1st expiration of Barclays at 1301 Avenue of the Americas, the portfolio stands at 89.7% leased. We remain laser-focused on the lease-up of both Barclays Block at 1301 Avenue of the Americas and the TD Bank Space at 31 West 52nd Street, which together comprise approximately 629,000 square feet or approximately 7% of our portfolio as share. Our overall lease expiration profile is manageable with approximately 8% expiring per annum on a square footage basis between 2021 and 2023, the direct result of our strategy to pre-lease space and de-risk future lease role. While these two blocks of space remain among our top priorities in the near term, it has become increasingly apparent that manageable lease role and a portfolio comprised of best-in-class credit tenants will serve us well as we work through these difficult times. Turning to our markets. In Midtown, fourth quarter leasing activity of 1.4 million square feet, excluding renewals, was 64% below the five-year quarterly average and down 78% year-over-year, according to CBRE. Renewals of approximately 1.2 million square feet were executed during the quarter, accounting for a disproportionately high percentage of total leasing velocity, consistent with our overall portfolio. The leasing mix typically shifts toward renewals during any downturn, and as expected, tenants continue to take a wait-and-see approach toward relocating, expanding, or making significant investments in new and longer-term space commitments. Additionally, sublease availability in Midtown increased year over year and now comprises 24% of all availability, slightly above Midtown's five-year average of 20%, but well below levels realized during previous recessions. Despite these current headwinds, we are encouraged by the uptick in tours and expect that the number of new space inquiries and in-person tours will increase as the vaccine is rolled out more broadly. Our team's ongoing objective is to ensure that we are in front of every requirement, capturing more than our fair share of the activity. Not surprisingly, we are engaged with tenants representing a variety of industries that have chosen to capitalize on the current market environment and upgrade the quality of their offices. We expect to benefit from the ongoing diversification of Midtown's tenant base and the flight to quality trend as tenants pursue the most well-located and highest quality assets and managers. Our New York portfolio is 95.1% leased on a same-store basis, unchanged quarter over quarter. During the fourth quarter, we leased approximately 70,000 square feet, with initial rents averaging just under $90 per square foot. As we have stated previously, 1301 Avenue of the Americas remains our primary focus as we market the former Barclays Block of Space. Our offering is even more compelling in today's environment, given certain attributes such as walkability to major transit hubs and our ability to create a private welcome center that affords not only an enormous branding opportunity on the corner of 52nd Street and 6th Avenue, but also a way for a large tenant to control both access and the overall experience for their employees and guests. As you might expect, the recent interest 1301 has garnered has come primarily from financial service companies and also the technology sector, which continues to increase its share of occupancy in Midtown. Additionally, we are marketing the TD Bank space at 31 West 52nd Street, a trophy property that appeals to the most discerning of tenants. We believe we are getting more than our fair share of activity in the market, as evidenced by the number of tours we have had and subsequent exchange of proposals, and look forward to updating you on our progress in future quarters. Turning now to San Francisco. San Francisco realized limited leasing activity during the fourth quarter, contributing to a 300 basis point quarter over quarter increase in total vacancy as per JLL. Non-essential offices have been shut down by the city for more days during the pandemic than any other city in the United States. This has resulted in very little new leasing activity. Instead, a disproportionately high percentage of the transactions have been renewals, generally shorter term in length, as tenants have taken a wait-and-see approach toward relocations, expansions, and longer-term space commitments. Despite this pause in the market, we remain long-term believers in the resiliency of the San Francisco market. Unlike prior cycles, the San Francisco market is anchored by mature, large-cap tech, financial services, and life sciences firms, all of which will lead the way out of the recession. Our San Francisco portfolio is 95.7% leased on a same-store basis, down 110 basis points quarter over quarter. During the fourth quarter, we leased approximately 16,000 square feet for a weighted average term of 4.2 years, with initial rents averaging almost $97 per square foot. This brings full-year leasing in San Francisco to approximately 475,000 square feet. Approximately 68% of our 2020 leasing in San Francisco served to reduce 2021 lease roll. In fact, our San Francisco portfolio has 5.5% or just 128,000 square feet at share rolling in 2021. Looking ahead, our overall lease expiration profile in San Francisco is manageable with approximately 8.1% expiring per annum on a square footage basis between 2021 and 2023. Needless to say, our San Francisco portfolio is well-positioned to manage through the pandemic. With that summary, I will turn the call over to Wilbur, who will discuss the financial results.

Thanks, Peter. Yesterday, we reported core FFO of 24 cents per share, which was one cent ahead of consensus bringing full-year 2020 core FFO to $0.96 per share. The current quarter's core FFO once again included some non-cash write-offs of straight-line rent balances, aggregating $0.03 per share. Excluding this write-off, core FFO would have been $0.27 per share. Same-store cash NOI was positive, 2.2% in the quarter, bringing full-year same-store cash NOI growth to positive 0.2%. Our portfolio-wide collections continue to be strong at 96.7% during the fourth quarter, with office collections at 98%, and collections from non-office tenants improving to over 60%. As a reminder, our collection figures have always been based on pre-COVID rental obligations, as we believe This is a better and more factual depiction of the status of our business. During the fourth quarter, we executed 10 leases covering 87,283 square feet of space at a weighted average starting rent of $90.81 per square foot, resulting in mark-to-markets of 2.3% on a gap basis and negative 1.3% on a cash basis. Full-year leasing activity amounted to 699,159 square feet at a weighted average starting rent of $89.85 per square foot, resulting in mark-to-markets of 19.8% on a GAAP basis and 18.5% on a cash basis. Yesterday, we initiated guidance for the full year of 2021. Let me spend a few minutes discussing the assumptions used in our guidance. We expect 2021 core FFO to range between 82 and 88 cents per share or 85 cents per share at the midpoint. We expect same store results to be negative this year, driven by the two large known move outs of Barclays and TD Bank aggregating about 629,000 square feet which account for a majority of our lease expirations in 2021. Our goal is to lease between 600 and 900,000 square feet this year, including 50% of the Barclays space. And we expect to end the year with the same still leased occupancy rate between 88 and 90%. As I highlighted earlier, we provided 2021 core FFO guidance with a range between 82 and 88 cents per share or 85 cents per share at the midpoint. While the midpoint of our core FFO guidance is ahead of consensus by two cents per share, it is below 2020 core FFO by 11 cents per share. The decrease of 11 cents per share is comprised of the following. A five cent reduction due to the sale of 1899 Pennsylvania Avenue in December 2020 and the sale of a 10% interest in 1633 Broadway in May 2020. A $0.17 reduction from the loss in earnings due to the Barclays and TD Bank lease expirations. A $0.09 reduction from lower straight line rent adjustments, which is more than offset by a $0.16 benefit from contractual rent steps and the burn off of free rent. A $0.02 benefit from lower interest expense and a two cent benefit from lower GNA expenses. Turning to our balance sheet, we ended the quarter with 1.46 billion in liquidity comprised of 460 million of cash and restricted cash and a full billion dollars of capacity under our revolving credit facility. Our outstanding debt at quarter end was 3.6 billion and has a weighted average interest rate of 3.2%, and a weighted average maturity of 4.9 years. This, of course, includes the debt at 1301 that is set to mature in November of this year. Excluding the 1301 debt, the weighted average interest rate on the remaining debt is 3.4%, and the weighted average maturity is 6.2 years. As we have previously discussed, It was our plan all along to approach the 1301 refinancing in early 2021. We are currently in the process of doing just that. The debt markets have improved significantly from the onset of the pandemic, and that bodes well for this high-quality asset, notwithstanding the existing vacancy. We will provide an update on the status of this refinancing on our next call. Lastly, we have updated our investor deck which among other things, lays out the building blocks to our 2021 guidance and free rent burn off schedule. This can be found on our website at www.paramount-group.com. With that, operator, please open the lines for questions.

Thank you. We will now begin conducting a question and answer session. If you'd like to ask a question, you may press star one on your telephone keypad. A confirmation total will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. Our first question comes from the line of Steve Sackla with Evercore ISI. Please proceed with your question.

Thanks. Good morning. Maybe Albert or Peter, could you guys just talk a little bit more about the – the goal of six to nine hundred thousand and maybe talk a little bit about the pipeline today and how you maybe see the leasing unfolding i guess albert as you talked about employees really aren't coming back to the office till probably the second half of the year so just how are the discussions with companies going how's the pipeline stack up and you know how do you sort of think the leasing volume unfolds over the course of the year

Yes, Steve, good morning. It's a very good question. I think I would like to summarize it, and then Peter will go into more details. The activity, we will be very focused on who to talk to, and I think currently you see tenants in the market who really need space, and some of them are more long-term focused. They're not looking at the next 12 months. They want to make sure that their business model works long-term, and those are the kind of tenants we are going to talk to and in communication with. And that kind of communication has started stronger by the end of last year, and we think that most probably we will have more real signed inked leases by the second half than the first half of this year. But it's hard at this point to summarize and predict because we went through so many different changes of the pandemic and the impact on the coming back to work scenario that prediction is a little difficult. But we are cautiously, as you could see, I think, from our earnings call, cautiously optimistic.

Yeah. Steve, there's no question, as we have said before, that getting people back into the office directly correlates to general leasing velocity in the market, which we all recognize is, in 2020, very challenged. But I will tell you that we have a lot of conviction in our offering. We are having meaningful conversations with tech and with financial service-based companies varying in sizes, call it from one floor to two the majority of the space that we're marketing at 1301 and also 31 West. So we are actively touring. In fact, we had a 300,000-foot tour just yesterday. We are also giving virtual tours. I think in every instance we're putting our best foot forward in communicating the various attributes of this offering that we have a lot of conviction in. And so we continue to do all the right things as we have in the past as we've leased up large blocks of space before. We are communicating with tenants, I think, in many cases that are looking to upgrade their current office and participate in this flight to quality trend that we're now realizing. And in many cases, we're talking about long-term deals here where tenants are committed to improving space and doing a long-term deal with us. So, look, I think things are moving slower than any of us would like, but we've been here every day. The team is energized. We like who we're communicating with now in terms of credit and the opportunity. Tenants are latching on to the private entrance, among other things, that we're communicating as part of our offering. And that's what... current state of 1301 and 31 West are at the moment.

Okay, Peter, if I could just ask a follow-up. For the new tenants that you're talking to, I realize it's still early in their thought process, but, you know, how are they sort of thinking about densities and space usage? And, you know, that 300,000-foot tenant, you know, are they in a similar size footprint today? Are they in a, you know, bigger, smaller? I'm just trying to get a sense for you know, how tenants are really thinking about densities, work from home, and overall space needs since we haven't seen much new leasing activity.

Yeah. I think, Steve, I think it's yet to be decided. Quite frankly, it's entirely fluid. We're talking to tenants. We're talking to architects. I don't see at this point a lot of change on the other side of this pandemic by way of configuration in terms of how tenants are improving their space. I think it will be somewhat similar to what we had experienced pre-COVID However, I don't think we'll be nearly as dense. The densification trend that we've been contending with for more than a decade, I think, will ease because that was already in motion pre-COVID. So I think what you'll see is perhaps slightly more rentable square footage attributable to each employee, but I do think companies are going to look for innovative ways to get people back in creative ways that foster collaboration because certainly that is of critical importance to these companies remaining productive. So in speaking with architects and tenants, they're trying to figure out how they create these sort of communal spaces that encourage collaboration. But in terms of overall configuration, I think it's really hard to point to any trend that's different from what we've experienced historically, other than perhaps a little bit more space per employee.

Okay, maybe Albert, just one question for you on transactions. I mean, you sort of mentioned that there hadn't been a lot of distress in the marketplace, maybe for obvious reasons with rates being as low as they are. But it sounds like, you know, you've got some funds and you've got partners. I mean, how are you sort of thinking about transaction activity given where your stock price sort of trades? It sounds like you do most of these in joint ventures. But, you know, what are you, are you looking for lease-up opportunities? Are you just looking for high-quality deals at discounts that don't have a lot of leasing risk? I mean, how are you sort of thinking about you know, what to put in the portfolio, whether it's wholly under JV?

As I mentioned, it's a little early to come up with or to find opportunities. I think there's no stress in the market yet because of a lot of liquidity. But the opportunities we look at, and we do this in general also for our mezzanine business, and we get kind of the first indication of where the market is trending. We are focusing more on value-add in the future, but we think that's too early at this point to really go into specific markets. We don't see an opportunity, and you know we want to be staying very, very careful with... with investing PGREs equity in those kind of investments and mainly focus on joint venture opportunities where we can enhance our returns on property management and other fees. So we are looking at value creation, so opportunistic and not long-term leased opportunities. That's not our kind of business model.

Okay, thank you. That's it for me. Sure. Thank you.

Our next question comes from the line of Blaine Heck with Wells Fargo. Please proceed with your question.

Great. Thanks. Good morning. Just following up on Steve's earlier questions and probably for Peter, can you just talk about what you've been seeing on the concession side of things in New York and what you think it's going to take on both a TI per square foot and free rent per year of terms? to get these deals done at Barclays space and TD space? And do you think there's going to be any major differences in the concession packages between the two spaces?

Hi, Blaine. I think concessions are slightly elevated relative to where they were pre-COVID. I think on a free rent basis, if you're negotiating with a credit tenant, you're going to be slightly more than a month per year of term, call it. And I think TIs, have elevated slightly. I think you're generally on a long-term deal in the 130-ish neighborhood. And generally, I think direct rents have generally held up. I think net effective rents have been impacted largely as a result of the slight increase in concessions that owners are having to give in order to transact right now during this window of time.

That makes sense. And any difference in the concessions between the two spaces, or do you think it will be pretty similar?

I think you can assume that they'll be similar.

Okay, helpful. And then maybe a couple for either Wilbur or Albert. You know, just wondering what your appetite is for share buybacks in 21. Would you need to sell an asset to resume buybacks, or – Do you think you guys have the capacity for more while staying within your kind of targeted leverage range without additional capital?

You know, we've always done buybacks, and we've said that we've done it on a leverage-neutral basis. If you look at what we did in 2020, you know, we did that by transacting at 1633 and used that capital to buy back. So right now, we're being very, very mindful and focused on the balance sheet, on the liquidity on the balance sheet. If you saw the shares we bought back in the fourth quarter was around $11.5 million. which was very opportunistic at a price of 666. So I don't think we're going full on in buyback using existing cash on balance sheet. We're going to be losing $45 million or so in cash flow in 2021 given the Barclays vacancy, given the TD Bank vacancy, and these are known move-outs. So I think we're going to be very, very thoughtful If we feel there is opportunity in the market to buy bad stock because there's such a continued depressed values, you know, we will look to be opportunistic again.

Got it. That makes sense. Last one for me, sticking with you, Wilbur. Again, we appreciate your conservative approach to cash same store in Hawaii and excluding that cash revenue from deferred rent as you've been granting it to certain tenants, but With respect to cash same-store and aligned guidance, similar to the way that those deferrals hurt your cash same-store in 2020, is there a positive tailwind from the repayment of those deferred rents being factored into that flat to negative 2% guidance?

You know, that's an excellent point, Blaine. There is. There is some element of that payback that is factored in because otherwise, if you were to run MAP, you could not come to the range we provided if you had not factored some of that tailwind, you know? You got 40 plus million, as I said, coming out in cash, and that would otherwise lead you to be significantly negative on a same-store basis in 2021. and we're between negative two and flat. So there is some element of that tailwind that you talked about. There's obviously the burn off of free rent that's factored into that number, largely deals that were last year not paying that come from a blue chip tenant roster that we feel very good about in collecting that rent in 2021. So there's an element of that and there's an element of organic bumps in our existing leases from that blue chip tenant roster that I just talked about.

All right, great. Thanks, guys.

Thank you.

Our next question comes from the line of Rick Skidmore with Goldman Sachs. Please proceed with your question.

Good morning. Thank you. Albert, just to follow up on the acquisition transaction market, as you look at your portfolio going forward, Um, how do you think the mix changes over time now that you're out of DC? Do you get larger in San Francisco or is it too early to tell?

It's a very good question. We get it quite often, uh, uh, Rick. So, uh, we, uh, we have been quite active over the last couple of years in San Francisco. And, uh, and I think that was, uh, that was a good, we, we found a good opportunities. because we have the platform there. We have a leasing platform, which was very helpful in creating value. But the long history is that we are opportunistic. So we look at both markets for the time being. I am saying for the time being. We are not considering a third or a fourth market. We are looking at both markets and will opportunistically approach a potential investment. We like New York and we like San Francisco, both of them.

And then maybe a question for Peter. Thank you, Albert. A question for Peter, just in terms of the difference between tenants' viewpoints on long-term space needs between New York and San Francisco. It seems like each week we see something in the press around a large tech tenant deciding to work from home more in San Francisco? What are you hearing on the ground from your tenants or prospective tenants in terms of their long-term space needs? Is there a difference between the two cities or anything that strikes you in those conversations that you're having? Thanks.

Sure. Well, look, in San Francisco, we're seeing a lot of San Francisco-based companies hire. We're seeing a lot of venture capital money more in 2020 than in 2019, invested in San Francisco-based companies. So we generally feel like when some of the restrictions and shelter-in-place ordinances are lifted in San Francisco, we will be having more productive conversations and leasing will pick back up. That's our fundamental belief because we believe that these companies are well-capitalized and will lead the way out of the recession. I think the fact that non-essential has been essentially shut down, as it has been for the majority of this year, has led to fewer conversations in that regard, but the anticipation is that those will pick back up as we move forward. New York is a little bit further along because, of course, nonessential has been allowed back in the office for a longer period of time. New York has become more interesting than ever before. It's become more diverse than ever before. In fact, tech led leasing activity in Midtown. In other words, they contributed more toward leasing activity during the year with 27% of the demands So I think the resiliency of New York and the diversification of the city's tenant base is oftentimes underappreciated. I think we're having, I think, more constructive conversations with prospective tenants in New York on our availabilities. But I think that that's a good thing, right, because we have considerably more role in 2021 in New York than we do San Francisco, with only 128,000 square feet expiring at share in San Francisco. A lot of the leasing we did this year de-risked. significantly our 2021 and 2022 role in San Francisco. So we look forward to San Francisco being opened up. We feel the same about New York. But at this point, we are having more constructive conversations with prospective tenants in New York across a variety of industry. And that's how I would address your question, Rick.

Great. Thanks, Peter. Appreciate it.

Our next question comes from the line of Tom Catherwood with BTIG. Please proceed with your question. Thank you, and good morning, everyone.

Morning, Tom. Quick question just on the New York City market in general. I guess this probably applies to San Francisco as well. We hear about office landlords trying to create a, quote, unquote, ecosystem in their building these days, you know, layering in both big block space with, a pre-built program, maybe some self-managed co-working space, but the idea being that they can approach multiple tiers of the leasing market as the city starts to reopen. From what I'm hearing from you guys, the focus in your available space still seems to be larger full-floor or bigger tenants. What's your thought about kind of layering in different types of office offerings within your assets? Or is the physical nature of your buildings not necessitate that?

You know, Tom, our portfolio is very diversified from the get-go. So we have properties that have 10,000 square feet per floor, like 712 Fifth Avenue. And we have been doing pre-builds there 10 years ago. So this is not new for us. So we are working on multiple disciplines in our leasing approach since years. And we do this also in San Francisco, where, for example, in Market Center, you have smaller floor plates in one of the buildings, and in the other one, the larger floor plates. So we mix it up and create the best opportunity for us long term. So we do with the amenity packages. I mean, we started very early on when people didn't even use the word amenity. We started at One Market Plaza to totally renovate the retail section of it. It looked before very stale and not inviting. And we have redone the entire retail space and filled it up nicely to really help the the office space and it has worked. It has improved the rental rates and it's something that we have, I think, in our culture to really approach leasing on an asset by asset basis and not a general broad brush kind of approach to the entire portfolio.

Yeah, I would only add to that, Tom, by saying we do have a very nice product mix in terms of our availability and as a result we do see a broad range of prospective tenants, ranging from, call it, 3,000 square feet to 600,000 square feet. So I think our portfolio lends itself to the product mix that we're able to offer. The other thing around amenities, you know, we are contemplating some conferencing space at 1301. It's something that the tenants that we're speaking with now, as I referred to previously, have asked about as an amenity that would move the needle in their estimation. And that's something I think that we can do and have a real advantage given our scale in and around the building, if you think about where our properties are located. So we can offer it as an exclusive type amenity, if you will, to paramount tenants, which, as you can imagine, is very well received. So we're always thinking about that in terms of our offering. I mean, amenities also go so far as to include a private welcome center, as we referred to in my remarks. that allow for branding and so forth and so on, not to mention exclusivity. So our offerings are diverse in nature, and I think it's largely a function of not only how we think about our real estate, but the buildings that comprise our portfolio.

Appreciate that. Thank you both. Peter, maybe sticking on the leasing, you had this comment about New York being more diverse, especially when it came to tenants and tenants in Midtown. When You're doing your showings. Has the geographic footprint or the net that these tenants are casting, has that expanded? Or to say it another way, are you being comped not just against other trophy midtown buildings and the west side? Are you now being comped against lower Manhattan, Brooklyn, kind of other midtown south, other submarkets in Manhattan? Or has the search area tightened up?

I think it used to be that you could anticipate with some level of confidence what other buildings were being contemplated. I do think tenants are willing to consider other sub-markets, but I do think it's actually tightening up a bit, I have to say, most recently. I do think the pendulum has swung from new product, new product, new product to location, location, location in many respects. And I think we wed the two very nicely. I think that's part of the reason we've had the level of interest we have at 1301 and 31 West. As I said in my remarks, I do think walkability is something that matters. I think the idea that you come into your central, you know, Grand Central, let's use an example, and then you've got to get on another train, for example, to get to your building in Midtown, for example, is less desirable than having the ability to walk there. So I think there's a renewed focus on location. And when you study our portfolio, you see that we have continually reinvested in our product, and we think that the attributes of our product are entirely cutting edge. And that's how I would address the question.

The only thing I'd say, just to clarify, when Peter referred to submarkets, he was not talking about Brooklyn. Right. We've not seen somebody looking at our buildings and looking in Brooklyn. That's different submarkets, obviously, in Manhattan.

Very fair. Thank you. Thank you both. And then just one more quick one for me, Wilbur. There's nothing against Brooklyn. Wilbur, as we're looking at the leasing guidance and then earnings guidance as well and squaring them up, given that leases obviously take a long time to come to fruition, even though interest seems to be picking up, is there – a certain amount of leasing that you have to hit to reach the midpoint of your guidance, or does guidance pretty much assume none of the leasing that happens in 2021 ends up flowing into earnings?

Well, I think we said in my remarks, or I said in my remarks, that we are expecting that we lease around 50% of the Barclays space by the end of 2021. And that's a goal that we will achieve, and that's part of it.

Yeah, and if I can dimension that a little bit, you know, two parts to that question in terms of one on the leasing side and one on the earning side. The leasing side of it, as Albert said, you know, we have a goal of 600,000 to 900,000 square feet. Call it 750 at the midpoint. If you were to do the math... If you look at where we ended the year, Tom, we ended the year with a leased occupancy rate of 95.2%. We have roughly a million square feet expiring. Assuming all of those leases expire and not a single square footage is leased, that would have a 10.4% impact to occupancy. So that would bring you down to 84.8%. In order to get to the midpoint of our same-store occupancy guidance, which is 89%, that would imply 375,000 square feet of new leasing or occupancy-increasing leasing. And so that's about 50% of the total leasing goal at the midpoint of our leasing that we provided. And so the question was asked early on in terms of, you know, renewal and new leasing. That's the answer, really. It's off the 750, you have baked in 375,000 square feet of occupancy-increasing leasing, which will, to what Albert said, includes 50% of our estimation of the Barclays block to get leased up in the year. And the remaining 50% of that leasing goal is renewal-based. And we will venture to say, you know, most of the renewal stuff will get done in the first half of the year and the occupancy increasing leasing towards the second half of the year. So that's the discussion on the leasing guidance and the earnings guidance. If you follow that along, you know, we have not factored any benefit from the potential lease-up of the Barclays space in 2021 earnings. So that should help. answer the risk part of that question, Tom, is if we anticipate that lease gets executed in the second half of the year, there is going to be time before the tenant takes possession and builds out their space before we commence gap revenue recognition. And we have not factored any of that benefit in 2021.

Got it. That's really helpful. Thanks, everyone. Sure, you're welcome.

Our next question comes from the line of Moteo Okufanya with Mizuho. Please proceed with your question.

Hi, good morning. Thanks for the time. Also along the lines of guidance, could you talk a little bit about expectations for non-office income or non-office revenues in 2021, including any potential for additional lease-up of the former Bendel space?

Sure. I'll talk about the first part, and Albert will touch upon the Bendel space. If you saw the collections, Tyra, on the non-office side, they increased over 10 percentage points relative to last quarter. So last quarter, the non-office component, which, you know, as a reminder, that entire group, only accounts for 3.5% of annualized revenue. That was at 50%. We saw a nice uptake in that, which went from 50 to 60 plus percent. I think the exact number was 60.3, if I'm not mistaken. And we are anticipating that that will continue to trend in the right direction. We have obviously moved a lot of that sector on a cash basis. So there's no real write-off of future straight-lining or receivables that we anticipate in 2021 relative to that. And we think that quarter over quarter, that number should continue to increase.

With regard to the second half of your question, Tayo, we leased a significant but relatively small space, but income-wise... very significant piece of the Henry Bandell space already up last year. That provides us with about 85% of the income that we achieved of the entire space for the last couple of years from Henry Bandell. And the market, and this will be, the tenant most probably will be in the same segment, which will be most probably luxury goods. is relatively slow for the time being, so we haven't planned for 2021 to get that space occupied. We also want to be selective, and that's why we are a little bit careful and cautious to find the right use for that space. It should be fitting the entire

corner which is one of the best retail corners in the world very helpful thank you guys you're welcome as a reminder it is star one now ask your question our next question comes from the line of the grandma ultra with morgan stanley please proceed with your question uh thanks for taking the question and apologize if you've touched on this before but just um

I wanted to check on thoughts on the dividend. You know, you obviously reduced the dividend given sort of your conservative approach. Given you sort of leave up Barclays and TD, you reach your goals this year. I'm just thinking, if you can give us the latest thoughts on how you think about the dividend going into next year and beyond.

Sure. And, Rick, we were very, very thoughtful here going through our dividend policy with the board. We felt it was the right thing to do in terms of right-sizing the dividend relative to where we are in the pandemic and also bearing in mind that we were going to lose, you know, $40-plus million of cash flow as a result of these two large non-move-outs. So what that has enabled us to do is right-size the dividend in 2021 offset that diminution in cash flow, call it to the tune of $30 million in savings from that new dividend policy. So it preserves liquidity in the company, and it provides a path for significant dividend growth going forward. Because as you lease up the Barclays space, as you lease up the TD Bank space, you will see a really nice uptick in our cash flow and in taxable income, which will translate into increased dividends.

Okay, that's helpful. And then just going back to a couple of comments Peter made on just both San Francisco and New York, I wanted to get your thoughts on two aspects, just kind of where sublease rates are today in both markets and what you're hearing kind of from you know, the brokerage community or tenants on kind of where sublease could go. And ultimately, to get transaction activity sort of back to pre-COVID levels, just sort of your current view on where you think sort of effective rents eventually settle down given kind of where sublease rates are. So how much of a decline in market rents do you think we'll eventually see?

Sure, Vikram. So in New York, in my remarks, I pointed out that sublease availability in Midtown is 24% of total availability, which, you know, looking back in time, which is important to do, during the dot-com bust, it did reach 45% of total availability. And then again, in the great financial crisis in Midtown specifically, it was 33%. So sublease availability is, of course, lower relative to those two periods. There's no question that sublease space does serve as a headwind, but I want to make sure that you understand something, which I think is very interesting. I spoke with a tenant who's listed a considerable amount of space in Midtown recently, and the commentary was, if we lease one or two floors, we will withdraw our space. We're sort of testing the water. We're going to drop the rent. We don't want to deploy much capital in order to secure a subtenant. And I think that sentiment is important. somewhat widespread. In fact, we're competing for a space right now in one of our buildings, or for a deal, rather, because of the deal that they had on for a sublease space that another property fell apart when the tenant decided they didn't, in fact, want to sublet their space. And CBRE has put out a really very nice statistic that I think tells what sort of further reinforces what I'm now describing, and that is in Manhattan from 2008 to 2009, there was 24 million square feet of sublease space added to the market. And from 2009 to 2010, 13.6 million square feet was withdrawn from the market. So I think the truth of the matter is that as people come back to work and utilization discovery takes place as it is now, I think a lot of these tenants will realize that they don't, in fact, want to sublease the space. And I think that will likely remove some of the inventory that we're having to compete with in the near term. So I think it's important to be aware of that phenomena. Thankfully, in Midtown specifically, the figures aren't too elevated, but it's something that we're keeping a close eye on because it certainly serves as a headwind in the near term. In San Francisco, I think much of what I just described will apply. Sublease availability in the CBD is elevated in San Francisco, and The general sentiment is that when more people come back, much of that space will be withdrawn as well. But there is no question that in the near term, sublease space does serve as a headwind. As it relates to net effective rents, the second part of your question, I think it's very, very difficult given how few data points there have been. My instinct at this point is that net effective rents largely as a result of elevated concessions, probably down in the neighborhood of 10%, I would say, during this period of time. But it's really hard to say with a lot of conviction exactly how that will settle given the lack of transactions.

Fair enough. Thanks so much.

Thank you, Vikram.

Our next question comes from the line of Daniel Ismail with Green Street. Please receive your question.

Great. Thank you. Just a question on the leasing targets for 2021. Is it your sense that lease terms will continue to be fairly short, or do you think we'll revert to a more normalized level as tenants get back to the office?

What I would say, Danny, is our product is what we're now marketing is larger blocks of space. We're generally dealing with larger companies that have greater visibility perhaps into what the future holds. And so as a result, you know, we're dealing with tenants that are contemplating long-term deals, generally 10, 15 years, in some cases even more, where the intention is to invest in the space and be there for a long period of time. So the conversations that we're having, yes, we've had some, we've transacted most recently on some short-term deals, and there will be some short-term transactions because some tenants at this point are more comfortable doing short-term transactions and maintaining that flexibility. But I think largely a function of our product has resulted in us having conversations that typically, as it relates to 1301 and 31 West, have been more longer term in nature.

And then maybe sticking with leasing, you mentioned a 300,000 square foot tour the other day. I'm just curious, in the leasing pipeline, is that mostly relocations or are there any net expansions in that group?

Well, when I look at the composition of demand, it primarily relocations. In one case, the tenant's taking more space. In the other case, they're taking roughly the same amount of space. I think it varies. Every situation is different. We could spend some time on each one of these situations if we were to sit down, but I think suffice it to say, these are primarily relocations, and each tenant is sort of viewing it differently. One of them requires more space right now that we're competing for, considerably more space.

Great. Thanks, Peter.

There are no further questions in the queue, and we'd like to hand the call back to Mr. Baylor for closing remarks.

Well, thank you all for joining us today. We look forward to providing an update on our continued progress when we report our first quarter results in May. Goodbye.

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.