Vornado Realty Trust

Good morning, and welcome to the Vornado Realty Trust fourth quarter 2020 earnings call. My name is Karen. 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 1 on your touch-tone phone. I will now turn the call over to Ms. Kathy Creswell, Director of Investor Relations. Please go ahead.

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

Thank you, Kathy, and good morning, everyone. I hope all of you continue to be safe and healthy. Before Michael gets into the business review and the numbers, let me make a few comments. Notwithstanding that this is a new year, 2021 still feels a lot like 2020. The COVID pandemic remains a significant health risk. Normal life continues to be disrupted. Gatherings and travel are still restricted, and office building occupancy remains quite low. But there is light at the end of this long tunnel. Scientists and farmers around the world have worked at warp speed, and with the rollout of various vaccines expected to accelerate in the coming months, we expect New York to begin to rebound with office workers and tourists returning in the second half. While New York's recovery will take time, the city remains a magnet for talent, as evidenced by leading companies renewing their leases and making large new space commitments even during the pandemic. For all the talk about working from home, I continue to believe that our natural human social inclinations and the pent-up demand to interact, gather, and experience all the city has to offer will carry the day. When life returns to normalcy, the many positives of having employees working in the same space together with their colleagues, will become self-evident. In the end, I believe that working at home in one's kitchen, alone, day after day, week after week, is not a long-term proposition. We have a new administration in Washington which is committed to push through significant additional stimulus, and New York will certainly get its fair share. These dollars and the potential to modify or partially reverse solve, if that actually were to happen, will greatly benefit New York and other large cities. Despite 2020 being one of the most challenging years in our lifetime, we have made significant progress to position Vernado for future growth. In 2020, we closed a billion dollars of apartments at 220 Central Park South. That's a big number, which was added to our cash balances and enhanced our financial strength. Remember, we are building Farley and Penn One off our balance sheet without debt. In December 2020, the grand new Moynihan train hall opened to the public to rave reviews, further cementing Penn as the transportation center of New York and our Penn district as the bullseye. Bernardo was honored to be a major participant in the Moynihan public-private partnership. In 2020, at the height of the pandemic, we completed our lease with Facebook for all 730,000 square feet of the office portion at Farley. This lease was the largest office lease in New York last year. The first phase of Facebook Space was delivered in January and the remainder will be delivered later this year. The new Long Island Railroad 33rd Street entrance situated between Pen 1 and Pen 2 also opened in December. Its design is futuristic and unique and exciting and that is intentional. We finalized our agreement with the MTA to develop the Long Island Railroad Concourse. The retail stores on the north side of the concourse are ours and sit in our N1 footprint. This project will double the width of the concourse, relieve overcrowding, raise the ceiling to a grand 18 feet, and create a vastly improved concourse for the hundreds of thousands of commuters who use it each day. Construction is now underway, and our retail has been taken out of service. As part of the deal here, we will gain long-term control of an additional 22,000 square feet of retail on the south side of the concourse. So we now have all the retail along both sides of the heavily trafficked Long Island Railroad concourse. By the way, in normal times, Penn Station is teeming with traffic, and our retail stores do really, really well here. In 2021, we will deliver in phases our redevelopment of the 2.6 million square foot Penn 1. This game changer will include 200,000 square feet of amenities, the likes of which are unparalleled in New York. We are targeting summertime opening of the 34th Street Lobby, with full completion shortly thereafter. Also in this year, our dramatic redevelopment of the 1.8 million square foot Pentoo will be in full swing. Sitting here today, we are more confident than ever in our design and programming of the 4.4 million square foot campus at the combined Penn 1 and Penn 2. With unique and outstanding architectural design and amenities, sitting on top of New York's main transportation hub, with Apple and Facebook tendencies in other of our adjacent buildings, and with the governor's plan for significant additional investment in the Penn Station area, we couldn't be more excited. To showcase our vision for the district, we have just opened our new Penn District Experience Center. Actually, that's a fancy word for sales center. Located on the seventh floor at Penn One, appropriately in the heart of the action. This 12,000 square foot marketing center is the best I've ever seen. It will be the venue for our leasing and development teams to present and showcase our projects to the brokerage community and prospective tenants. Early comments from brokers and tenants have been amazingly enthusiastic. When gatherings are again permitted, we look forward to hosting all of you. In the meantime, please visit our website for the latest images of our plans for the Penn District. We update our development yields once a year and have done so for the Penn District on page 31 of our supplement filed last evening. Overall, the projected yields on these projects has declined modestly from 8.3% to 8.0%. Let me explain. Farley declined 100 basis points, largely from additional TIs we granted to Facebook to close the deal during the pandemic. We also are budgeting additional TIs for retailers at Farley, given the environment. It was heroic to close the Facebook lease in the middle of the pandemic, and it is an outstanding deal that we are proud of. Facebook loves Farley, its scale, its location, its architecture, and its huge foreplay. At PEN1, we increased the budget to include the Long Island Railroad Concourse redevelopment, which I just mentioned, as well as two sustainability initiatives we have added to the scope at PEN1. We are replacing all single-pane glazing with new state-of-the-art triple-pane high-energy performance windows, which will dramatically improve energy loss, sound infiltration, and tenant comfort. We are also increasing the scope at PEN1 to include an electrification program to enable the building to access more clean, renewable energy. These initiatives should command higher rents, but to be conservative, we haven't adjusted for that in the budget. At PEN2, the returns actually increased as we scrubbed the numbers with respect to expense and tax assumptions. As Farley PEN1 and PEN2 come online, they will deliver very significant incremental earnings. As you will notice, we did not publish an NAV estimate this year, as we had for the past several years. I foreshadowed this in my shareholders' letter last April, as every analyst does their own estimate anyway, and the market didn't seem to be placing much value on ours. As previously announced, in the fourth quarter, we implemented a program to reduce our G&A by $35 million. While difficult, this was the right thing to do. In connection with this, two of our beloved long-tenured executives, David Greenbaum and Joe Macnow, stepped back at year end from day-to-day roles and became senior advisors. Renato is indebted to them and thanks them for their immense contributions. Glenn Weiss and Barry Langer, our long-standing heads of leasing and development, now have leadership roles as co-heads of real estate. Actually, they have been functioning as co-heads for over a year now and are successors to David. Michael Franco has taken on the additional role of CFO, succeeding Joe. And Tom Cinelli has been appointed Chief Administrative Officer, stepping up from CFO of the New York Office Division, taking on additional responsibilities on our financial division. This is all a continuation of our leadership transition that we began in April 2019. I am confident that our talented next generation of leaders are seasoned, proven, and up to the task. The word about ESG. We continue to be industry leader on sustainability. ESG remains our highest priority for all of us at Renato and is further supported with oversight from our board. The risks related to climate change are imminent. We are determined to reduce our carbon footprint. We lead by example through Vision 2030, our 10-year plan to make our buildings carbon neutral, which starts with our commitment to reducing our energy consumption 50% below a 2009 base year. I would note that since 2009, we have achieved a 24% energy reduction over the 10-year period through 2019. We have a seat at the table with climate policymakers at city, state, and federal levels to advise not only on what role buildings must play in climate change mitigation, and even more importantly, on how to execute. We've also led with robust disclosure of our ESG data, with early adoption of SASB standards, release of our EEO data, and climate scenario analysis according to the recommendations of the Task Force on Climate-Related Financial Disclosures, or TCFD. Our 2020 ESG report will be released in tandem with my shareholder's letter in April. I finish with a shout-out and a thank you to our amazing and talented Renato people. to our leasing teams who did the Facebook and NYU deals, which, by the way, were the two largest deals in 2020, to our development teams responsible for Farley Pen 1 and Pen 2 and more, and to our operations teams who follow all protocols and have our building sanitized and ready to welcome our tenants home, you are all A-plus at the head of the class, and we say thank you. Now to Michael.

Thank you, Steve, and good morning, everyone. I, too, hope you're all safe and healthy. I'll first cover our financial results and then with a few comments on the leasing and capital markets. Fourth quarter FFO as adjusted was 66 cents per share compared to 89 cents for last year's fourth quarter, a decrease of 23 cents. This decrease is reconciled for you in our earnings release on page five and then our financial supplement on page seven. It was driven by a few items. Roughly one half, which is 12 cents, from our variable businesses still being offline, roughly 20%, which is 5 cents, from taking Penn District space out of service, and the balance from the JCPenney lease rejection and the Manhattan Mall and other tenant issues, offset by some interest savings. None of these items are new news and are right in line with our statements over the past couple of quarters. Furthermore, most of these are temporary and the income will return over time. On January 29th, we issued a press release summarizing fourth quarter non-comparable items for both net income and FFO, The biggest item was a $236.3 million non-cash impairment loss relating primarily to wholly owned retail properties as required by GAAP account. With respect to rent collections, in the fourth quarter, rent collections excluding deferrals improved 200 basis points to 95%, driven by a significant pickup in retail collections. The breakdown is we collected 97% of office rents and 88% of retail rents, excluding deferrals. January and February collections are running at the same level. While the aggregate headline same-store cash NOI numbers are negative on their face, our core New York office business actually was a positive 1.4%. When you blend in Chicago and San Francisco also, our office business overall was essentially flat at negative 0.4%. The big takeaway here is that our core office business, representing over 80% of the company, is continuing to perform well in this challenging environment protected by long-term leases with credit tenants. Let me also comment on our retail cash basis NOI. If you annualize fourth quarter retail cash basis NOI at $34.3 million, as shown on page 15 of the supplement, you get $137 million. That's a good run rate number to use for 2021. Please don't consider this guidance, but given the potential NOI leasing up vacant space, and the property is under development, we expect this number to grow from here, absolutely further tenant bankruptcies. Finally, a number of you asked for the breakdown of our previously announced $35 million overhead reduction program by period for modeling purposes. Again, while we do not give guidance, here it is. 2020's G&A, as published yesterday, was $159 million, excluding the one-time costs associated with the overhead reduction program. 2021 G&A is budgeted at $141 million, an $18 million reduction. 2022 will benefit from a further reduction of $9 million, and thereafter by a reduction of $1.6 million. The total of these reductions is $28.6 million. In addition, there are $6.4 million of reductions budgeted for 2021 that do not flow through G&A from lower operating expenses and capitalized payroll. While 2020 was a difficult year, we have planted the seeds for significant growth once the city begins to return to a normal level of activity. In addition to the savings we will realize from the $35 million overhead reduction program we executed in December, we expect significant growth from the return of our variable businesses and the Farley Building fully coming online in 2022, followed by the redeveloped Pen 1 and Pen 2, and reduced interest costs as we roll over our debt. Now turning to leasing markets. 2020 office leasing activity and metrics were greatly impacted by the pandemic across all three of our markets. Total leasing volume across Manhattan was the lowest since 2000, while new leasing activity was at an all-time record low of 12.3 million square feet. Negative net absorption during the year, driven by sublease space being put on the market, led to an increase in the overall availability rate. This sublease space will certainly present a near-term challenge to stabilizing net effective rents. While taking rents have come down in a measured way, concessions have spiked, though we believe now have generally stabilized as landlords are doing what they need to do to be competitive in this environment to fill space. We've seen this movie before, though. The market is following the same pattern. We have experience in predicting the downdraft and then the recovery if one is willing to look out a year or two. During 2020, with post-COVID leasing activity down dramatically, we still leased 2.2 million square feet and 54 separate leasing transactions in New York. Our initial rents were strong at $89.33 per square foot, and average term of these leases was 14.4 years. Mark-to-market was a positive 4.6% cash. And most notably, as Steve mentioned, we executed the two largest leases in Manhattan during 2020. The 730,000 square foot Facebook lease at Farley and NYU's long-term renewal of 633,000 square feet at our One Park Avenue. Our 336,000 square foot lease with Apple at Penn 11 and 120,000 square foot lease with Citadel at 350 Park also highlighted a solid lease in year. In the fourth quarter, we completed 16 office leases comprised of 163,000 square feet. We signed a new office lease with LVMH for 24,000 square feet at 595 Madison Avenue, to go along with their flagship Fendi and Berluti retail leases at the building, further reinforcing its bullseye location. We also signed 64,000 square feet of deals at Pen1, including an important 24,000 square foot renewal with Wells Fargo. Initial cash rents for the quarter were $75.55 per square foot, and cash mark-to-market was positive 0.5%. We ended the year with New York office occupancy at 93.4%. We are feeling more optimistic given what we're seeing in the first six weeks of 2021. Tour volume is up. We are seeing more tenant proposals coming into lease space, particularly in the financial services sector, and companies are looking to take advantage of current market conditions. Importantly, as large companies begin to plan for their employees' return to the office, they are also beginning to focus on their future lease expirations and interviewing brokers as first steps in the process. We know of at least four companies with large space needs and the need to plan ahead, which held interviews during the month of January alone in this regard. Additionally, as the initial shock of COVID wears off and companies begin to look forward, most of the paused negotiations in our portfolio are restarting. Notwithstanding some of the positive signs, we anticipate leasing activity will remain slow through the first half of 2021. It is obvious that flight to quality is accelerating, is tenants not only are seeking the best available product, mainly redeveloped and new construction, but more than ever want to do business with the strongest landlords. We are certainly getting more than our fair share of the deals that are out there. Our leasing team is very active in the market and has their pulse on tenant activity, all of which is reflected in our pipeline. We have some 300,000 square feet of leases out in negotiation. These include a 55,000 square foot lease with a tech company at 1290 Avenue de Americas, a 33,000-square-foot lease expansion with a financial services company at 888 7th Avenue, and a 75,000-square-foot lease out with a nationally recognized nonprofit at 825 7th Avenue. Beyond this, we have an additional 1 million square feet in discussions, the majority of which is with tenants, which would be new to our portfolio. As we have said in the past, our office expirations during 2021 and 2022 are very modest, In each of 2021 and 2022, we have less than 5% of our space rolling, 742,000 square feet of leases expiring in 2021 and 726,000 square feet in 2022, of which 352,000 square feet during that two-year period is at the newly redeveloped 10-1. Turning now to Chicago and the market. In the Chicago market, new leasing continues to be slow, while short-term renewals are dominating activity. We are, of course, in dialogue with many of our expiring tenants, including a 44,000 square foot renewal, which we expect to be signed in the next few days. During 2020, we completed a 10-year renewal through 2032 for 148,000 square feet with PayPal and signed 49 showroom leases comprising 190,000 square feet at very strong starting rents of almost $55 per square foot, including 62,000 square feet in the fourth quarter. Turning to San Francisco, 505 California Street continues to outperform the market. We recently completed four renewal transactions reflecting the market resiliency of this best-in-class asset and reinforcing its status as the premier building in the city. Impressively, during the period of our 14-year ownership, we have never lost a major tenant in this building. Goldman Sachs renewed its entire 90,000-square-foot lease. The mark-to-market on this renewal was 58.7%. while Bank of America committed long-term to the building by tacking on an additional 10 years to their current lease term to bring this expiration to 2035. The bank will consolidate all its San Francisco offices into its existing 247,000 square feet at 5x5, returning to its original home. This was the largest lease done in San Francisco in 2020. It is important to note we have no leases expiring in San Francisco in 2021 and only 48,000 square fee expiring in 2022 where we are in advanced discussions with these tenants to renew. Turning to retail now. The retail environment remains challenging and rents continue to be under pressure. Retailers have little visibility on sales given the uncertainty over timing of and office workers returning and thus most remain reluctant to commit to new space. But retailers are starting to kick the tires again on space. There also continues to be a flight to quality, with retailers upgrading their locations or accessing high-foot traffic locations that were previously unavailable, as evidenced by our lease this quarter with Christoffel at 595 Madison, where they will join Fendi and Berluti. Demand for the retail at Farley remains strong, with particular interest in the food hall. We have now signed 14 leases and have another eight out for signature. We ended the year with New York retail occupancy at 78.8%, the decline primarily JCPenney related. Turning to the capital markets now, the real estate financing markets continue to improve with spreads tightening back to pre-pandemic levels for high quality office. All in coupons are now at historically low levels. We are actively working on a number of refinancings and expect that we will turn out these loans at lower rates than the current ones. Finally, our current liquidity is a strong $3.91 billion including 1.73 billion of cash and restricted cash and 2.18 billion undrawn under our 2.75 billion revolving credit facilities. With that, I'll turn it over to the operator for Q&A.

Thank you. We will now begin the question and answer session. If you have a question, please press star then 1 on your touchtone phone. If you wish to be removed from the queue, please press the pound sign or the hash key. If you're using a speakerphone, you may need to pick up the handset first before pressing the numbers. Once again, if you have a question, please press star, then 1, and you're touched on the phone. Each caller will be allowed to ask a question and a follow-up question before we move on to the next caller. And we do have our first question from Manny Corchman from Citi.

Hey, good morning, everyone. Michael, you talked about your expirations in 21-22. I think you said 325,000 square feet at Penn One. How much of that is captured in the mark-to-market footnote that you provided there that goes from $81 to $75 to $85? And especially on the Penn One piece, pre-pandemic, you spoke to a lot higher of a roll-up there. Are your roll-up expectations still in line with your previous comments?

Let me take the second question first, and then I'll go after the first, and Glenn jump in here. I think our expectations remain the same, Manning. Our confidence in the product, as Steve referenced, given what brokers have seen, particularly in the Experience Center, as we bring it to light, as we continue to evolve the amenity package, we think even more so coming out of this. This is what tenants want. work-live-play in that environment, and so our expectations remain the same for both PEN1 and PEN2. On the roll-ups, and so I think that reflects that comment, your question, in terms of that 352,000 feet on PEN1, no difference in expectations on the roll-ups. You know, the mix of what rolls over year by year in terms of that square footage and what the range of rents is, It's a mix of space. I'll have to pull out what the detail is, but it's a best guess in terms of what those particular spaces may roll out for, but excluding PEN1. Hey, you want to add, Glenn?

Hey, Manny. It's Glenn. I would tell you As it relates to the roll-up of the building, we're being very careful because we know the product we're delivering is going to be fantastic. And the reception of the market has been spectacular, even as we work through the pandemic. So we're not going to jump to deals if we don't like the deals as early as our initial underwriting. And I will tell you, we have a ton of action on the building from a bunch of small tenants to tenants as large as 70,000 to 80,000 feet. So we feel very good about where this is going and where the rents are going on this asset.

Thanks. And then going back to the Mark, I think in your remarks in the release of last night, you talked about a return to trade shows in 2021. How much confidence do you have on that and approximate timing? Is that at some point in 2021 or enough to sort of make a difference to income?

Our calendar... Currently, we start coming back with the trade shows in August. Our major show, Neocon, comes back. We have scheduled for the first week of October. So we're ready for those events as we speak.

Thanks, everyone.

And we do have our next question from Steve Sacklaw from Evercore.

Thanks. Good morning. Steve, I don't know if you can say much about the asset sales you brought to market last year at 1290 and 555 and just sort of the refinancing expectations. I realize that the sales market was challenged last year, but I would have thought a refinancing of that would have been perhaps easier just given the low leverage level. So just any comments that you could sort of make on those assets and how you're sort of looking at those in 2021?

First of all, I will tell you that I was disappointed in the reception on the part of buyers to those assets. We found that the buyers were in two groups. They were bottom fishers, which were not for us, and the conventional long-term institutional investors were tentative. They couldn't travel. They couldn't see the product. And so as a result, we weren't getting the kind of reception that I had anticipated. And so we did the appropriate thing. We took them off the market. These are great buildings that should and will command premium pricing and deserve premium pricing with respect to that. With respect to refinancing the buildings, That's basically a layup. 555 is extremely under levered, probably somewhere in the neighborhood of 25% of market value or even lower. And so we are gearing up to refinance that now. It has not yet been decided as to how much we will refinance that building for, but refinancing that building is in process and will not be a problem at all.

The 1290 doesn't mature later next year, right? So our plan would not be to refinance that yet anyway.

The takeaway is that we were not happy with the sales market reception. The refinancing of those buildings is in process and will not be a problem at all.

Okay, and I guess my follow-up, Michael, you sort of talked about a number of tenants in the market today. Maybe you or Glenn could just sort of speak to, I guess what I'm really looking for is space planning, how companies are thinking about densities, and particularly for new deals, which I think give everybody a blank slate to think about their footprint. What are you seeing from tenants today that are looking at new space? How are they configuring it? What do the densities look like? And what does that portend for? you know, rollovers on other deals moving forward.

Yeah, that's Glenn's question. Hey, Steve, it's Glenn. How are you? The first thing I would tell you, we're seeing a very large uptick in our presentation to big tenants coming out of the woodwork thus far this year. We've had five different presentations to large headquartered tenants in the last two weeks. That's number one. So you're starting to see people come out and start to see things, and the reception's been excellent on our Penn Project and 350 Park, number one. Number two, as it relates to tenants' plans, we've been reviewing that in a very focused way. We've seen no change to what tenants were doing pre-pandemic to what we see them doing now during the pandemic for future occupancy. So I do not see a change at all. I think the one thing people are focused on is product type, where, you know, as we keep saying quarter to quarter, people are more and more focused on the best building as it relates to redevelopments or new builds. And most importantly, even more recently, is the landlords that they're going to marry with as it relates to services, amenities, infrastructure, sustainability, and everything people care about as we work through this cycle. But in terms of your specific questions, we have not seen the change in planning from a space design standpoint.

Steve, we were, you know, the history of all this is that in the old days, it used to be 250 or even 300 square foot per employee. And then along came Adam Newman and WeWork, and he tried to jam it down to 60 square feet per capita per which was his marketing effort. That's why his space was cheaper, because he put more heads into the same amount of space. And so both extremes are absurd, and so we see it settling in somewhere in between. And we don't see any major change, as Glenn said. We were on the phone yesterday with the senior team with Glenn Gensler, who I think does probably more of this space design than anybody else, and they confirmed what Glenn is seeing in the market place. So people have already gone to space planning, which is less formal, less rigid than the old-fashioned, you know, offices lining the perimeter windows. So the one thing that we are seeing is that there's a reluctance on the part of people sharing offices or desks with other people. And so that sort of in a funny way seems to indicate that the concept of hoteling and hot desks is not going to be as popular going forward. So on the whole, there's more activity and the space planning activity is pretty much the same as it was before all this started.

Great, thanks.

And we do have our next question from Jamie Feldman from Bank of America.

Great, thank you and good morning. Steve, I want to go back to your comments about fiscal stimulus and how you think New York City might benefit. Can you just talk about generally what you think could be coming and how that will impact the local economy? And then also, I mean, we've seen plans from the governor on Midtown West and then even conversions of vacant office buildings to maybe residential. I just want to get your thoughts on kind of all those topics and how you think that might impact the market and Vernado going forward. Thank you.

Good morning, Jamie. How are you? So, you know, the world has changed radically. We now have a Biden White House, and we have a Chuck Schumer majority leader in the Senate, who I remind you is Brooklyn born and bred and a friend. And so we believe that there is an enormous trend now towards fiscal stimulus, towards supporting, obviously, the people who have been harmed by the COVID pandemic, but also to keep the major cities in this country well lubricated with finance and money because they've been hurt enormously. So we are expecting lots of government assistance to be supported by the new political regimes, including the majority leader who is all-powerful. So there's that. Now, the governor, who is the master builder of our generation, he loves pets. And he considers it to be the economic and transportation center of the universe. And if you look at his PowerPoints and slideshows in his last number of State of the State speeches, et cetera, you can see them very vividly. So his program for the West Side is lots of work in Penn, which are both aesthetic and logistical, including expanding the track capacity of Penn by acquiring and developing the 780 block, which is the block contiguous to the south. And that is expanding it with four tracks, I think it is, also including the gateway tunnel. I am corrected by my head of development that there are eight tracks, okay? How am I going to fit eight tracks in that space? Side by side. I challenge. So I'll have to go with Barry because he's got A-Tracks, which is an enormous increase in the capacity of PET. The Gateway Tunnel, we know about extending the high line, building a new, unbelievably more efficient, with triple the capacity bus terminal, et cetera, et cetera, so that the west side of Manhattan will be getting an enormous increase in infrastructure dollars over time, and the major concentration on the part of the government. So we're pretty enthusiastic about all this. I would say very enthusiastic. Obviously, we think we have the bullseye location, so we couldn't be more excited about all that. Now, the one unknown was the campaign promises that they would reverse the Trump tax bill, the major portion of which was reversing SALT. or if not reversing salt, significantly modifying that. I think that's very good for New York residents and the big city residents. I don't think that's as big a slam dunk as the stimulus dollars that will come in. But were that to happen, I think that that would be another major boost for New York. If that doesn't happen, New York will do just fine without it.

Great. Thank you for the thoughts. And then how do you think about Vernado's participation in expanding Midtown West? I know the Port Authority is on the docket, too, for a renovation. Do you see a lot more growth in your development pipeline or ability to get active in these projects?

The bus getting active in the – look, we understand public-private partnerships. We were The major private part, they're in the Moynihan Development Program, as you know. So we're pretty familiar with this. We're very, very intimate with the governments and the state teams that do that kind of stuff. As I sit here right now, I don't think the bus terminal is for us. I would remind you we have the better part of 10 million square feet of future development in our neighborhood across the street. and down the block and around the bend. So we have our handfuls with what we already own in terms of doing that. We will look at other opportunities as well. But right now, our plate is full. Our growth potential is huge, and if something else comes along in our neighborhood, of course we will look at it.

Okay, thanks a lot.

And by the way, I want to add one last thing. I would expect, and history shows this to be the fact, that when it comes to the government seeking a private partner, we're the first call. And we have been on all of these things. So, you know, the question is, how aggressive are we at answering that call?

Do you see the Midtown West plan competing with, you know, I guess you can develop more to the east over to like Manhattan Mall. I mean, it sounds like this is farther west than north. How do you think about just the interplay between those two, like your current land bank versus where it sounds like the governor wants to expand?

Well, I mean, most of the stuff that the government is working on is infrastructure. I mean, obviously, on the 780 block, which is 30th Street to 31st Street, adjacent to the station, the plan there is to build, you know, only three, four million feet three or four million feet on top of the new expanded eight-track expansion. Now, obviously, those buildings are interesting, but they're 15 years away. So we'll worry about them when the time comes. We believe in mass. We believe in gathering. We believe in clustering. So the Moore-Swift, I mean, for example, what we're doing with Pen 1 and Pen 2, we believe that having four and a half million feet in one cluster interconnected underground and overground where we can share amenities, we can move tenants around, we can provide space for everybody that needs expansion is an enormous plus, infinitely more valuable than four separate one million square foot buildings which are spread around the neighborhood. So we think the clustering in the neighborhood creates value for the entire neighborhood. So we're okay with somebody building a building on the river, that's okay with us.

Okay, thanks again.

And we do have our next question from Michael Lewis from TruistSec.

Thank you. I wanted to come back to Steve Sackler's question about the mortgages coming due. You also have 909 3rd and The Mark this year and then 770 Broadway next year. Should we just assume those are all straightforward refinancings? And then as far as 555 California and 1290, do you think the presence of your 30% partner hurt the reception of those assets in the market and maybe that needs to be addressed to get full value or do you think that didn't have much to do with it?

This is a very interesting and controversial man who has a lot of people who like him and a lot of people who don't. As I remember, the count is 74 million people who like him and 81 people who don't. From our point of view, he is our partner. We bought these buildings in 2007. He was not a politician then. He was a business guy like us. His role in these buildings is totally passive, and he's okay with that, and I'm delighted with that. And there are some people who his presence affects negatively. That's true, okay? It is not a sufficient issue to be of any trouble to us at all.

Okay, I understand. I understand. And there was something else in the question. The second part, Mike, on the other mortgages, I would say they're all straightforward refinancings. A couple are well down the road right now, including 909. Again, as I referenced in my comments, given how much the markets have recovered, I think you'll see the rates come down on the assets that were rolling over near term, and then we'll start focusing on The March right after that, you know, 770 matures next year. So all these are sort of normal course business. Given the strength of the markets, you know, we're going to push a lot through the system here near term.

You know, what Michael just said is a point to emphasize and dwell on for a moment, okay? Interest rates are at lifetime lows. The markets are extremely receptive. The markets are clamoring for product. And we have product. Each of us has our own opinion as to whether interest rates are staying where they are or going to go lower or go higher. And I don't think it's relevant to get into that right now. They're plenty low enough. So our mission is to enhance our balance sheet by refinancing at lower interest rates. and also terming out where we can, which is our objectives. So this is the best time to finance our product in actually probably in my career. And we're taking advantage of it in a very aggressive but measured way.

Okay, thanks. And then for my second question, Steve did a good job explaining the changes in the development yields for that portfolio. I just wanted to ask, you know, since you have kind of spot development yields in your supplemental, should we think of it more as, you know, a range around those yields given, you know, cost changed a little bit this time? Maybe it's the leasing environment next time. You know, what do you think is the likely, you know, range of outcomes? Is it a narrow range around those spot yields? Do you feel comfortable with those? Or maybe it's a little wider given we're in a pretty uncertain environment right now?

You know, budgets are budgets. They're not locked in stone. They're not guaranteed. They're not actual numbers. They're budgets. So they will move. We take these budgets very seriously. We spend an awful lot of time on them. There are reams of data that support the four or five numbers that finally get published in our supplement. We have great confidence in the numbers that we have offered. But remember, they are budgets. We do not – and we are on the conservative side of life on that. So we do not expect them to change. Obviously, they can change a little here and there. By the way, they have as much of an opportunity of changing positively than changing negatively. But they're our budgets. They're well thought through. We're confident in them. It's a serious piece of business.

Okay. Thank you.

And we do have our next question from Alexander Goldfarb from Piper Sandler.

Thank you. Thank you. Morning, Steve. Morning, Michael. So just quick clarification. Hopefully you don't ding me as a question for this. In your response to Michael Lewis's question on 555 and 1290, it sounds like we should take from your response to him that the refinancing of 555 and any normal course leasing, that sort of stuff, that nothing has been impacted by the fallout from January 6th. So basically, your ability to refinance, lease, all that stuff is on track. There's nothing that we should concern ourselves with. with. I just wanted to just confirm that in your response to Michael Lewis.

Your, your statement is a little bit too, uh, on the positive side. Obviously we wish, uh, as every American wishes that January 6th hasn't happened. Okay. So obviously that's not a good thing. Okay. Uh, obviously the stuff that happened in the Senate last week is also, you know, same comment. Having said that, um, you know, we, uh, We have some great buildings. We have great tenants in the buildings, and those assets speak for themselves. This is business. Business is business. We will run the buildings without any issue. We will finance the buildings without any issue, and everything will be fine, okay?

Okay. So that accounts for my first question, Steve. You guys have always promoted your environment.

By the way, hey, Alex, by the way, There was a big article which started all this stuff in the Wall Street Journal probably a couple of weeks ago, which I read, and it was an interesting article, much of which was actually news to me.

Go ahead. Given the past few years of fake news versus real news, we'll leave that for a separate discussion, Steve.

I'm not getting into that. Okay.

You guys have always been a leader in environmental, right? You've been energy efficient, you know, all that stuff, right? And yet, in your latest release on the Penn development, the cost went up by $125 million, part for Farley Retail, part for sustainability. I'm a little bit more focused and puzzled by the sustainability part in one, because you guys have always been doing that. So I'm sort of curious, what's driving this increase in cost? And is this something that investors now have to, you know, think about as far as impact to returns and that, you know, what you guys were doing was already making the buildings quite green, but now there are mandates that are, you know, far in excess that you're not getting a payback on. I just want a bit more color on that because that definitely jumped out from your updated schedule.

I would rephrase your question. Since you guys are such leaders in – I'm rephrasing your question now for you. Since you guys are such leaders in sustainability, why wasn't these two items, the triple plane glazing and the electrification, in the original budget to start with? I have no real answer for that. We decided as we went along in planning the building that we wanted to put in the triple plane. I think the triple plane glazing is the first in New York. Is it not? So it's the first of this, by the way, it's all over Europe. It's almost mandatory in Europe. It is nowhere in the United States or in New York. We're the first ones to do it here. We spent a great deal of time. So by saying we're the first ones to do it here, it's sort of a radical thing to do. It's not done in New York construction and development. So we spent a great deal of time researching it. We mocked it up. We did everything, and we decided that it was worth the uptick in the in the dollars in the budget to bring the building into the 21st and 22nd century in terms of its glazing, so we did it, okay? Electricification is, you know, it's actually pretty simple. All buildings are going to go all electric because of the carbon footprint in the future. So anyway, I think these things speak for themselves. And, you know, we're not boastful. And... You know, we are leaders in sustainability. It's very important to us. We take pride in it. And the team that does our sustainability is acknowledged to be, I think, probably the best team around. So you're right, but I don't want you to think that this was an afterthought or this was an add-on or a mistake, okay? This was our responsibility. making sure that the buildings were totally up to snuff, as good as they could be, as tenant-friendly as they could be, and as carbon-friendly as they could be.

Okay. And then the second question, Steve, or maybe for Michael, is the all-favorite. I know you guys don't do guidance, and certainly the fun of covering Veno is the modeling aspect, but Is the fourth quarter of this year, is that a good run rate, or are there some big move-outs or roll-downs that we should be thinking about impacting the 2021 numbers? You're talking about Gornado overall, just the retail? No, no, overall, Michael, overall. I mean, obviously there are a lot of moving parts, but just anything big that we should think about? Or you would say, hey, Alex, fourth quarter FFO, you know, the 66 number X, you know, items, that's probably a pretty good number to think about.

Look, I think a couple 30,000 foot comments. You know, I think it's a decent number to use as a run rate. I will say, just keep in mind, in terms of first quarter, you know, first quarter and 21 rolling down from 20. right, because first quarter 20 was a pre-COVID quarter. And so obviously with the variable businesses being offline, you know, the first quarter will be the last quarter of that roll through. But on a run rate basis, I think your comment is an appropriate one.

Okay. Thank you. Thanks.

Thank you. And we do have our next question from Anthony Pallone from JP Morgan.

Okay, thank you. My first question relates to the retail joint venture and your $1.8 billion there. Can you talk about your plans to potentially redeem that this year? If I recall, I think there was like a two-year tax matter that prompted you to maybe wait before you'd get that money back.

What that is is that there's a two-year blackout under the tax provisions. After the two years, we can refinance it. We can't redeem it or pay it off. We can refinance it because if we turned it into liquidity, that would trigger the $1.8 billion tax that was preferred. So the preferred either stays there or we can sell it. as long as it stays there or we can refinance it with debt, which is a different proposition. But there's nothing imminent in our plans to transact with respect to that preferred right now.

Okay. Is a debt market there for those types of assets today?

You know, the debt market would be less hospitable than I would like it to be because of the turmoil in the retail industry. notwithstanding the fact that we have long-term leases on most of those assets, okay, the mark-to-market on those properties is unfavorable, and the debt market is, I mean, we could do something in there, but the debt market is not as favorable as we would like it to be.

Okay. And then just a second quick one, hopefully. Okay. I think in prior years in the K, you would give a budget for the year ahead on CapEx for things like TIs, commissions, maintenance, CapEx. I may have missed it, but do you have that for 21? Hang on.

Our finance team is scrambling. I don't have the page number. It's in the 10K. We can get you the page number.

That's fine. I may have missed it then. Appreciate it.

We'll come back to you, Tony. Tom will tell you what the PACE number is supplementarily.

That's fine. I'll find it. I just missed it. That's all.

And we do have our next question from John Kim from BMO Capital Markets.

Thanks. Good morning. There's been some news of sublease space in your portfolio, whether it's Yelp at the March or Apple taking some of the Macy's space. Can you provide to us how much space in your portfolio is up for sublease and preferably by market?

Hi, John. It's Glenn Weiss. Apple was actually a direct lease where we took Macy's out, so that was a positive. As it relates to the sublease space in the portfolio, The big one that we're aware of is PwC and 90 Park thinking about doing something with that block. Otherwise, it's a bunch of smaller tenants who have been thinking about putting space on.

What's the term on the PwC block?

The PwC lease goes until 2033. So obviously we have great credit on that lease long term, so it's not a concern for us. Macy's is sub-leasing the remaining piece of their space, which is the space that Apple did not take. But generally speaking, as it relates to our portfolio, not a lot of major overhang as it relates to that question.

Sub-lease space is interesting. There's a great deal of sub-lease space in the market. tenants who are willing to take huge discounts, significant discounts to clear the space, that obviously affects the entire market. When you have a tenant subleasing in one of our buildings, that's an interesting thing. Because if we have term, then we as landlords have no risk. If there's shorter term, The marketability of the sublease space depends upon the new tenant coming in, dealing with us, at which point we have an advantage. So the sublease space at our building, generally speaking, is an opportunity for us and an advantage to us. But too much sublease in everybody else's buildings where the tenants are prepared to take much lower prices actually distorts the market and hurts the market. We've been through this in every cycle. The sign of recovery is when the sublease space starts to clear or be taken back because the tenants decide they need the space rather than get rid of it. The sublease space is something you're right to watch. It's very important. At times, it's an issue and a challenge. At times, it's an advantage and an opportunity.

As it relates to the mark, you asked about beam and Yelp. So Beam announced a move of their executive office to Manhattan, but that in no way, shape, or form will impact their sublease from Motorola or Google at the mark. They have 113,000 feet there. That's a long-term deal for them until 28. We've spoken to them recently, and they will remain in that space, and there's no plans to put that space on the market. As it relates to Yelp, they have about 130,000 feet. Their lease has another three years remaining. And they have announced they're going to try to sublease about half that space. We'll see how successful they are or not and to see if we can maybe take advantage of that situation as they go through their process. We'll see what happens.

Okay, thanks for that. My second question is on your expectation for FFO this year as a follow-up to Alex's question. What are you expecting as far as the timing of reopening of your variable businesses? Are you expecting to provide any more write-offs or deferrals and abatements next year? It didn't seem like it moved that much as far as deferrals and abatements this past quarter, but if you could provide any color on some of these

You're talking about the tenant side on the latter part of payments and deferrals? Yes. Okay. I mean, look, I think we, in our view, we did a pretty good job of vetting what tenants were still at risk, you know, in the second or third quarter, third quarter in particular in terms of really assessing after several months. based on discussions with tenants, which ones would not be able to continue to pay or not make it. And so obviously, you saw the number come down dramatically in the fourth quarter. And we feel like we've generally dealt with it. Obviously, anything can still happen. But there's nothing we see on the horizon that is going to give rise to any material there. So that's the count on the tenants. On the variable businesses, Yeah, we're generally not expecting that to gear up until the second half of the year. You know, I think it tracks, you know, as Steve said, when do office workers come back, when do tourists come back? You know, that's going to be third, fourth quarter. And so therefore, you know, the garage income, DMS, which are directly related to tenant occupancies in the buildings, you know, flow from that. And so that's going to be in the latter part of the year. signage, you know, same thing depending on when tourism comes back. So that's the second half of the year and that's a, you know, it's not a all of a sudden a light switch is turned on and it comes back immediately. You know, we expect it to take some time to ramp up.

And are there any more thoughts of providing FFO guidance just given you're not providing your NAV estimate anymore?

You know, that was the first question I got asked by a number of people when I assume Joe's role, which is difficult shoes to fill. But I thought Joe did a phenomenal job in a lot of areas, and that's a path we're going to continue. So we have no plans to provide guidance. Certainly starting in the middle of COVID would not be the wisest thing, but no plans to do that.

Okay. Thank you.

Yep.

And we do have our next question from Vikram Malhotra from Morgan Stanley.

Thanks for taking the question. Two questions. Just first on street retail, wondering if you can maybe give us a bit more on the puts and takes. You referenced sort of 4Q as being a good run rate, but given the bumps in the portfolio and the lease-up opportunities you referenced, I'm just sort of wondering if you know, what sort of keeping the NOI flat for the year? And related to that, just any lumpy expirations we should know about over the next, call it, 12 to 18 months?

You know, I think that, look, in 21, as I said, I think it's a pretty good run rate. And remember, we have, as we start coming later in the year, we have leases that we've signed that are going to start kicking in, whether that's Fendi at 595 Madison, Sephora at Union Square, and so forth. So you've got leases that are kicking in. You have some rent bumps. And frankly, not a lot of expiries this year. And I think even next year, I would say nothing that's that material, right? None of the real high street, as we characterize, you know, Fifth Avenue, Times Square, rolls in 21, 22. You know, we had a couple issues at 1540 in terms of bankruptcies, but that's obviously already made its way through the numbers. So, you know, that's why in terms of giving you that run rate number, you know, and as you said, there's rent steps. So there's enough things that are coming online that have built-in contractual bumps that even if there's a few roll-ups, which again are not material on any one particular property, the minimum will stay flat before beginning to grow from the lease-up of both the vacancy as well as the underdeveloped properties like Farley, like PIN 1 and ultimately PIN 2.

Okay, got it. Just a bigger picture question, you know, maybe for Steve, and you might address this in your annual letter, but just give us a sense of how you're thinking about, you know, bigger picture strategic moves, whether it's, you know, spinoffs or buybacks or bigger JVs or anything like that. Just given where we are, I know still in the pandemic, but given, you know, all the growth drivers you've outlined on a multi-year basis for both retail and office, Just wondering how you're thinking about bigger sort of strategic moves.

We have nothing to announce or talk about about that now. I'll address that in my letter. Clearly we have talked about potentially separating the Penn District. I think last year I said perhaps the tracking stock, that's still on the table. So, you know, there's other things that we're thinking about, but we have nothing to talk about right now.

Okay, thanks.

And we have no further questions at this time. I will now turn the call over to CEO Steve Roth.

Thanks, everybody. We appreciate everybody joining us this morning. Please stay safe and healthy. Our first quarter 2021 earnings call will be on Tuesday, May 4th. We will see you then. If not before, thanks very much.

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