Good morning, and welcome to the Vornado Realty Trust First Quarter 2023 Earnings Call. My name is Sarah and I will be your operator for today's call. This call is being recorded for replay purposes. [Operator Instructions] I will now turn the call over to Mr. Steve Borenstein, Senior Vice President and Corporate Counsel. Please go ahead.

Welcome to Vornado Realty Trust's first quarter earnings call. Yesterday afternoon, we issued our first quarter earnings release and filed our quarterly report on Form 10-Q with the Securities and Exchange Commission. These documents as well as our supplemental financial information packages are available on our website www.vno.com under the Investor Relations section. In these documents and during today's call, we will discuss certain non-GAAP financial measures. Reconciliations of these measures to the most directly comparable GAAP measures are included in our earnings release, Form 10-Q, and financial supplement. Please be aware that statements made during this call may be deemed forward-looking statements and actual results may differ materially from these statements due to a variety of risks, uncertainties, and other factors. Please refer to our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended December 31, 2022, 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 Steven Roth.

Thank you, Steve and good morning to everyone. Let me get a few things out of the way first. Our business is performing well in this environment. Our outlook hasn't changed since last quarter. We are full speed ahead on our current projects, total over 5 million square feet in the PENN District. Any comment in the newspapers or industry tabloids that we have stopped this incorrect and just plain silly. Just take a look at our three block long construction site when you next go through PENN Station or next go to a the playoff game. Now, some commentary on last week's dividend press release and reaction there too. Simply stated, we are going on offence. Let me say that again. We are going on offence. A few facts for context. We know about dividends. In 2022, our dividend was $2.12 or $435 million in cash. Over the past 10 years, we have paid and happily paid $5.1 million in regular dividends and another $400 million in special dividends. Last week, an analyst characterize REIT dividends as sacred and I agree, well, I guess I sort of agree. For this year, we have already paid a $0.375 or $75 million cash first quarter dividend. We will pause paying dividends in the second and third quarters. And in the fourth quarter, based upon known facts actual taxable income, including asset sales, et cetera, we will pay out as we must, taxable income, but we'll reassess whether it is wise or appropriate to pay in cash or in a combination of cash and scrip. Shareholders should be indifferent as to whether they receive cash or scrip, but that cash, if retained by the corporation, might be more wisely employed for debt management, stock buybacks, or whatever. As most of you know,…

Thank you, Steve and good morning everyone. During our last earnings call, we said that we expect 2023 comparable FFO to be down from 2022 and provided the known impact of certain items totaling a $0.55 reduction, primarily from the effect of rising interest rates. Though the current economic environment makes forecasting more difficult than usual, this remains a decent assumption, absent the impact of any asset sales. As expected, first quarter comparable FFO as adjusted was $0.60 per share compared to $0.79 for last year's first quarter, a decrease of $0.19 or 24.1%. This decrease was driven primarily by higher net interest expense from increased rates. Our company-wide same-store cash NOI for the first quarter increased by 1.5% over the prior year's first quarter. We have provided a quarter-over-quarter bridge in our earnings release and in our financial supplement. Our core office and retail businesses remain resilient with long-term credit leases. Now turning to leasing markets. Amidst the backdrop of interest rate volatility and recessionary concerns, we remain encouraged by the level of activity year-to-date. Leasing activity has been led by strong demand from traditional industries, financial services and law firms, in particular, with many financial firms growing their footprint and accounting for 40% of the 7.4 million square feet leased in the first quarter. The availability rate of newly constructed properties has substantially declined with much of the new trophy space now largely absorbed at record level rents. Tenants in the market are increasingly focused on the highest quality redeveloped Class A buildings that are well amenitized, have strong sponsorship in our near transportation in Midtown and on the West side, which was resulting in rents moving up in these buildings. Our office portfolio is filled with these types of buildings. Companies are clearly willing to pay more…

Thank you. We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Steve Sakwa with Evercore. Please proceed.

Yes, thanks. Good morning. Steve, I appreciate the comments on the dividend and the additional color there. I just want to make sure when you talk about going on offense, does that really just mean buybacks? Or could that include potentially buying buildings as well? Or is buyback is really the only thing on the table at this point?

Buybacks are much -- the best value is in buying back our stock. So, we will focus on our stock at the expense of buying a building here and there. If we buy a building that used to be $1,000 a foot for $700 a foot, that potential tails in relation to the value that we see in our stock.

Great. And then as a follow-up, Michael, I was just wondering if you could maybe talk about the leasing dynamics sort of between PENN2 and PENN1. It sounds like with the renovation at PENN1, you're getting really good traction at the triple-digit rents you'd sort of talked about when you did the redevelopment. And I'm just curious, are you getting closer to getting some tenants in secured at PENN2 as that project kind of nears completion by the end of this year? Or I guess, what's the holdup on getting leases signed to PENN2?

Yes. Hi Steve, it's Glenn. So, yes, PENN1 is on fire. Leasing activity is strengthening really week-to-week, great tenants, financial technology accounting, consulting and rents are now piercing $100. So, we're really pleased how PENN1 is coming along. And really, as PENN2 unfurls month-to-month, the project is looking better, better and better. It's just an amazing product we're delivering. And as the PENN1 activity continues to strengthen, that seamlessly flows in the PENN2 action. So, we now have tenants who are getting boxed out of PENN1 looking at PENN2. Our tour activity is higher than ever right now with PENN2, some large activities, some single double two-floor activity. The building will lease. It is the best product available in the market. It is in a perfect location. It is a transportation with amenities like no one else has. So, we're supremely confident in the product and we look forward to great success or less.

Thank you.

Steve hang on for one moment. You should know that earlier, we had the opportunity to lease the Bussell floors, but half of the Bussell floors to two different prospects, important companies, and we turned them down. So, we have a great deal of confidence in the product and the building, as Glenn says, the building will lease. Next question please.

Our next question comes from Alexander Goldfarb with Piper Sandler. Please go ahead.

Good morning and thanks for taking my questions. So, two questions. First, Steve, you guys recently -- in your third quarter call, you outlined the potential to resize the dividend which you guys did. And then a few months later, decided to suspend it. Obviously, the rate environment has remained up and to the right, the office leasing, the capital needs of the company, everything else sort of stayed the same. So, what changed in your view, the Board's view between deciding to resize the dividend from $0.53 quarterly to the $0.375 to then suspending it? I'm just trying to figure out what changed because of the macro and the leasing fundamentals and the balance sheet all seem to be the same?

Alex, hi, actually, you're correct. Nothing changed. The only thing that really changed was that our stock went down 35% from, as I said in my remarks, from a low level to an even lower level. We put our heads together and we decided that after years and years of avoiding buying back stock for lots of very good logical financial reasons, we decided that the time was now. We consider buying back stock to be an offensive move and we decided that we were going to buy back stock. So, that's the first point. We think the value is there. We think it's -- by the way, I'm not calling a bottom. What I am saying is that our company is going to devote financial resources to buying back stock. So, that's the first thing, and we announced it. By the way, it was a little awkward for us to announce a stock buyback in a dividend press release, but nonetheless, we thought that they matched together. They were a payer. So, that's the stock. We're going to buy back stock. We consider that to be an offensive move, and we're very excited about it. Now, the next question is the dividend and where do we get the resources to buy? Well, the first question is that the taxable income is moving around. Things are changing. We will be selling assets presumably, we have -- we cannot yet predict how much the asset sales will be, what will be the taxable income from them. We just don't know yet. So, that's the first thing. The second is that we announced in the dividends of these that we will pay the dividend at the end of the year as we must, but we don't consider suspending the dividend or postponing…

Yes, that segues into the next question. So, I mean, obviously, you've seen your cross count here do a few billion. Hudson did a buyback. I mean there's not a lot of evidence that buybacks help, but when we look at your balance sheet, it looks like you have $2.4 billion of debt where the swaps expire later this year. So, my question is, wouldn't the $200 million be better spent paying down that debt? And Michael, in the $0.55 that you said this year would be down versus last year, that includes these swaps burning off? Or are these swaps burning off or incremental to that?

No, Alex, whatever is -- whatever we mentioned last quarter reflected our expectation of swaps, caps, et cetera, that roll off this year. So, that's in that number.

Alex, we have a great deal of confidence in the strength of our balance sheet. We think that our maturities are well-laddered. We think that most of our debt -- the vast majority of our debt is non-recourse, and that's a crucial and very important element in the strength of our balance sheet. We obviously will consider management of our debt in contrast to buying back our stock each time we -- each time we get into the situation of making that choice. We have confidence that we will make the right decision by the way.

Okay. Thank you, Steve.

Yes sir. By the way, one last point, okay? There's no other company that I'm aware of that is spending multiple billions of dollars.

Our next question comes from Michael Griffin with Citi. Please go ahead.

Great. Thanks. Maybe just piggybacking on Goldfarb's question there about the stock buybacks. I mean, Steve, you just used the phrase, I'm not calling the bottom. I guess what gives you the confidence that the stock is trading so cheaply relative to your expectation, right? We've known that office NAVs relative to the stock price have been pretty materially depressed recently, but your share price relative to GFC times is down 30%-plus from the beginning of 2009. So, have you done some analysis, is there really some kind of thought behind it? Or is there a worry that this could be an attempt to catching a falling knife, so to speak?

It's Michael, Griff good morning. The answer is what I think what Steve said he's not going in the bottom. I think that commentary relates to the macro environment is likely going to remain choppy near-term. The Fed appears to be coming to the end of their tightening cycle, but it's not definitive. We don't know whether rates will stay higher for a more extended period of time. But I think as we evaluate the company and we look at the price throughout the intrinsic asset value even on a stress case, we think it is heavily discounted, right? So, we think that the pricing has become irrational. Every day, there's negativity about office in the media. And some of that's warranted, but we think that's the whipping boy for today and so that's going to continue. And that obviously has an effect on sentiment. And so it's gotten a bit extreme, right? And I think our action is a reflection of that. And as we stress the valuation and we have, we think there is a significant margin still.

That's helpful. And then maybe just one on leasing for Glenn. I guess, ex-Citadel this quarter was about 200,000 square feet of leasing. Was there anything really driving that? And then do you have any big updates on, I guess, the move out at 770 Broadway and then I think there's potential expiration at 1290 AOA. I think it's with Ax [ph] Advisors, but if you could just update us on that, that would be great.

Yes, sure. So, the color on the 200,000 feet that we leased outside of Citadel was substantially PENN1 and then some strong financial service deals at our Plaza District buildings with rents that started $83 a foot cash mark-to-market of 13% [Technical Difficulty]

Pardon me. This is your conference operator. Please proceed. It seems we had a bit of interference. The main speaker line is connected. Please proceed with your response.

So, that was the first quarter known to Citadel activity. As it relates to 1290, 770, and other expirations this year and 2024, we're obviously in the market, and we're seeing very strong demand for those properties. If you think about the portfolio, we think it's the strongest in the city and those buildings particularly have underwent great redevelopments in the past. We're adding some of our work life amenity programs to those assets currently on the board being drawn up. So, a lot of our pipeline is at the 1290, the 770s, the 280 parks, the PENN1, et cetera. So, we're out there. We're already in paper on a lot of space and some of those assets and I feel good about those properties and those spaces coming back in terms of making matches with the tenants or in demand in the market right now.

And Griff, I may just add to that, and I think I mentioned this in my opening remarks. What -- if you look at what's happened in the market, right, the new trophy space that was delivered, which has seen record rents, significant demand, that's largely spoken for. And I think we talked last quarter about a broadening out of tenant activity. Not everybody wants to pay high $100, $200 a square foot rents, well-located, redeveloped assets near the transit hubs are what is seeing that demand. So, the buildings where we have holes in them, the 280s, the 1290s, et cetera, we're seeing very good tenant activity there, and rents are starting to move up in those assets. And I think that's important, right? Concessions are high, but rents are starting to move up in these other assets because there's such a delta between the new buildings and these redeveloped assets that are well-located proximity to transit is critical. Obviously, the state of the building is important. But that's a continuing trend we're seeing and we're pleased with the activity at a number of our assets that are consistent with that theme.

All right. That’s it for me. Thanks for the time.

Thank you.

Our next question comes from John Kim with BMO Capital. Please go ahead.

Thank you. Good morning. I wanted to follow up on the dividends and the circular aspect of suspending it at this time. Two questions on that. One, do you anticipate your share count will be reduced by the year-end? And two, when you decide whether or not to pay the dividend in scrip, are you committed to only issue it at a higher share price than where you're buying it back at?

John, I think that we anticipate the share count being -- I think it all depends on the execution of the buyback, right? We're going to monitor the marketplace and decide when to execute how to execute. So, I think it's difficult to answer your first question today. Obviously, the dividend wouldn't get paid out until year-end. So, likelihood is the share capital go down and then back up, you alluded to in terms of similar, we increased the stock dividend. And then issuance, again, when it comes to year-end and we evaluate how to pay everything will be taken into consideration. We'll evaluate the cash versus scrip component and decided that time based on what we bought back and how much are you generated from asset sales, et cetera, et cetera, what's the right mix? Too early to answer all those things.

Okay. It just seems like if you're buying it back at a -- sorry, go ahead.

So, I'm remote and my equipment stinks. So, sorry, I cut out one back. The reason for the pause in the dividend is to give us time to evaluate all of those things that Michael just mentioned.

I was just going to say it makes sense to buy back at these levels, I suppose, at a 10% implied cap rate or so. But then if you issue it back at 10%, then it doesn't really make an impact. But my second question is--

Hold it, John. John, it does for an individual holding, right? If you -- all that's pro rata, as Steve said, if you hold the route, right, you own more of the company going forward.

Got it. Okay. My second question is on the leasing pipeline. I think--

John, as I said, that's a circular argument, which we spend a great deal of time on in our council room and even in our board room, but the issuance is pro rata. You want exactly to the penny, the same percentage ownership of the company that you used to, you have a few more shares, but it's the same percentage ownership, whereas the buyback is the opposite of pro rata.

Right. Okay. My second question is on your leasing pipeline. I think, Michael, you mentioned 400,000 square feet of negotiations currently. I wanted to see how that compared versus the last quarter. I think you mentioned last time it was 1.2 million square feet, 275,000, being finalized. I know those terms are a little bit different. But apples-to-apples, where does your pipeline compare today versus a few months ago?

Hi. It's Glenn Weiss, John. I would say very consistent -- so when we talk about 400,000 feet out, that leases documents in negotiation, where the term sheets are final and the lease documents to be negotiated. The additional 1.4 million feet are deals that we're speaking with brokers and tenants, we have proposals in the house. We've responded to those proposals, and we have arrhythmic back and forth on the deal-making. So, it's consistent, I think, quarter-to-quarter, what we're seeing mainly the activity is financial service and law firms in that pipeline. But across the board, I'd say the rhythm of the deal-making the tenant demand that tours have been consistent for the last, call it, two to three quarters.

And can you break that out geographically?

I would say between PENN and Midtown for us pretty well averaged out between the two submarkets. And in Midtown, mainly the Plaza District buildings would attract the financial service tenants.

Very helpful. Thank you.

Our next question comes from Camille Bonnel with Bank of America. Please go ahead.

Good morning. Could we touch on the financing market? We've been hearing over recent weeks that the credit spreads have moved higher since the issues around regional banks, but notice you completed a refi on Rosalind and Plaza this month and the spread came in slightly lower. Was this a surprise or more of a reflection of other characteristics of the loan?

Michael?

Yes. Camille I think every asset is an individual situation, right? It's -- so in that particular situation, it's not a large loan, we de-levered it a bit. And our job is to find the best lenders for each situation. So, it was a good execution. As a general matter, I agree with your first comment, the markets are challenging, spreads have widened out. But again, it's asset-dependent and sponsor dependent there is capital out there. It's not robust by any measure, but there is capital out there for the right sponsors, right assets. And with good term or the right loan-to-value levels, the spreads albeit wider than a couple of years ago are still okay. I think it's where you have assets that are higher levered or where there's much more volatility in the income stream near term where it's more challenging. So, I think Rosalind was a small asset, good execution and reflective of a high quality location.

My take on this, Camille, is markets are extremely hostile, this is the time and the cycle where your best to not have to refinance or finance. If you have to finance, you're at a huge disadvantage. And one of the things that I like about our strategy is we have very little that we have to finance. So, -- especially with our cash hoard, which is financing our PENN construction. So, the markets are really hostile and the best bid is just stay out of them.

You were cutting out a bit, Steve, but I think I got parts of your message. So thank you. And then just switching, in the last quarter, Glenn talked about the opportunity of converting showroom space at the market to office. I was wondering how that specific business plan is progressing and how interest has been tracking so far into April?

So, the casual business departed for [Indiscernible] in the fourth quarter, we're now preparing that space for office leasing. And in general, we have a pretty good pipeline in Chicago. Our amenity program will be complete by June. We're going to be out there with NeoCon and another broker event this summer, which we're looking forward to, to really bring the program out to the market. So, the pipeline is good in Chicago, if the market is tough. There's not a huge a lot of tenant demand and particularly not a large tenant demand at the present. Our showroom business continues to perform. We've leased about 60,000 feet this quarter at $60 starting rent on the showroom business. The office business, we've leased over 0.5 million feet of office the last three years. We have modest expirations in the next three years. we're running out the office. We're getting looks from all the majors. We're in very solid discussions now with a couple of tenants looking to move their headquarters to the market. So, it's starting to feel better, but certainly, tough conditions in Chicago as we sit here.

Our next question comes from Julian [Indiscernible] with Goldman Sachs. Please go ahead.

Hey, good morning. Thank for taking the question. I wanted to go back maybe to the potential for asset sales. I know on the last call, I think the comment was that you didn't foresee being able to de-lever via asset sales for the next 24 months. But now, it sounds like you see a real potential for asset sales this year. Has your thinking changed at all? Is it really down to maybe the share price and now thinking that even at sort of distressed pricing, you can get some accretion from repurchasing shares? Just curious to sort of get your thoughts on that?

Michael?

Yes, Julian, I had seen you or I guess note. And I was a little surprised by the comment about no assets over the next 24 months. I don't think we said that on the last call. I think we've said it's a more difficult market to sell assets in. But I don't think, we said we weren't going to try to sell assets. I think we've said, we're going to be targeted and recognize that you have to be realistic and thoughtful about what itself. So, I don't know that our outlook has changed that significantly. It continues to be a difficult market to sell assets in. we think we have some that as we think about which assets we want to sell, it's a mix of leased office assets. We do think they're salable and I think your -- I think your comments sort of at the end that while the market may not be strong or as strong as it was and pricing has been impacted our share price has been impacted more. So, I think that's exactly right, right? We may not love the price of some assets today relative to where they were a few years ago. But relative to our stock price, we do like that pricing. So, the answer is, we're not a forced seller. We don't have to sell anything. We're going to be targeted. We think we can execute some sales. We have some dialogues going on certain assets. We're going to pursue sales on a couple of other things that probably were not in our thing a little bit earlier in the year. And our expectation is we're going to be able to execute on some of that. But given the uncertainty in the market, I'm not going to guarantee it and nor are we going to be forced to sell anything. So, we'll see how the rest of the year plays out, but it is our intent to try to execute on some of those sales.

Okay, great. Thank you.

The next question comes from Daniel Ismail with Green Street. Please go ahead.

Hi guys, Daniel on here. Just touching on the asset sales. I guess do you guys have anything in the market today? And if you could provide sort of further detail or color on sort of what sort of the profile of these assets are. Should we expect these to be some of the higher quality properties with long wall?

Daniel, I'm not going to get into specifics. The answer is we have discussions going on a few assets. This is not generally in market that you blast things out. You got to focus on who has capital willing to deploy. I will say there are a number of investors who view this as an interesting time to enter New York. And in some cases, there's decent duration on the leases, in other cases, it's more traditional rollover in terms of building a certain percentage every year. And as I mentioned, it's a mix of both retail and office. So, I'm not going to get any more specific to that until we have something to announce. But as I said, we do think that they're executable if you're -- if you find the right investor and you're realistic on price.

Okay, that's helpful. And then just -- we're three years through the pandemic, office utilization still remains fairly low relative to the 2019 levels. I was just curious have you guys have seen any changes with regards to how tenants are building out their space?

This is Glenn. Generally, I would say more collaborative collegial spaces, open workplaces like I always call it hangout spaces, but if you look across the portfolio generally, you're still seeing some private office mix with the traditional open areas. In terms of densification, some industry types are more than dense some seeing density they were. It's really a mixed bag. I wouldn't say a consistent layout of any industry type as you relate one to the next. So, generally, I don't think there's much of a new theme than what we've seen previously other than the "hangout collaborative collegial environment". I mean the one thing that we are focused on in terms of the workplace is what we've done in the buildings particularly at PENN1 what we're doing at PENN2, what we've done at the Mark, what we're going to do shortly at 1290 where we believe tenants want to be in these buildings because of the way we have really improved the experience when you first enter the asset. So, the first experience that impact we think most important our success. When people come, in they're comfortable, they could eat, they could drink, they could hang out, they could go to the gym whatever they're going to do we look at it like they're coming into a concierge hotel environment. And that's how we've created these new workplaces in our portfolio which has been working extremely well as it relates to our program.

Great. Appreciate the color. Thank you.

Our next question comes from Derek Johnston with Deutsche Bank. Please go ahead.

Yes. Years ago in 2018, which seems like another world you hosted Seinfeld at 555 California Street for investors. So, stay with me, so Jerry's bet was about, you know me, I could be anywhere. Why am I at 10, San Francisco? So, Steve -- look, we all know you. You could be anywhere, but you're right here. You're sticking this out, which means to us that you see a way out of this negative office REIT narrative. So, I guess the question, how do you envision, what's it going to take for Vornado to get past this environment and emerge stronger.

Well, I need to get Jerry Seinfeld to help me answer this question. I think it's happening now. I think time is our friend here. I think that it's very clear that employers want their employees back in the office. They want to be able to have people working together. They want the managers to be able to manage their people. And so, they have been struggling, because there is a cadre of employees that don't -- that are sort of fighting coming back to the office. I think that over time, if you go back -- if you go forward rather if you look out five or seven years, I think we will go back to what was considered normal five years ago. I think time is our friend here. It's pretty -- just to add to that, it's pretty quick. People want to be in the cities. So, the apartments are full, the restaurants are full, the cities are full, the streets are full. There is reluctance on the part of certain demographic of coming actually going to work in the office, okay? That is starting to evaporate, okay? Time is our friend.

Thanks Steve. That’s it for me guys.

The next question comes from Vikram Malhotra with Mizuho. Please go ahead.

Thanks for taking the questions. So, just first I wanted to clarify, you said nothing's changed between when you adjusted the dividend down a couple of months ago and then now. But I'm just sort of looking at the dividend run rate you had then and now the taxable income you're projecting, can you just help bridge what appeared to be sort of your projected taxable income run rate of, let's call it, $0.37, $0.38 and today, it's more like $0.25. I'm just wondering your debt is fixed now. I'm assuming you had outlined I think, a $0.50 impact and that was due FFO, but you had outlined various impacts that you baked in. So, I'm just trying to bridge the two numbers. What has changed in driving that projection lower from here? And can you just comment if that projection now includes a change in the way expirations may be renewed?

As I said, nothing's changed. We have left room for some asset sales. By the way, if you read the Norton Properties' CFO's comment in their earnings call, you'll see basically exactly the same statement that I just made. So, what I'm saying is that, we right-sized the dividend and we left room for asset sales.

Okay, that makes sense. Yes, go ahead.

I'm sorry go ahead.

So, I was just going to say, you talked about asset sales not knowing, where pricing is or what could be achieved. But I'm just -- from your vantage point, we've seen a variety of different trades some in New York, some in California, with handles that are -- we probably didn't think we would see this maybe a few years ago $300, $400 a foot. Some other buildings are maybe higher, but I'm just trying to understand, A, how are you -- how are you identifying what assets to sell? And then, is there a point in which you say, the sale doesn't make sense given pricing? I guess, I'm just trying to get a sense of where do you see values shaking across a variety of office types?

We're familiar with the -- what you're referring to. We are not a distressed seller. We are not a weak seller. In fact, we are selecting a focusing on a very select pool of assets a few assets, where we consider ourselves to be offensive sellers, because the proceeds will be if we can execute, the proceeds will be invested extremely accretively. So, you can count on a couple of things. We will be very selective. We are not in the wholesale selling business. And if we do -- by the way, we know how to walk away, we know how to say no. If we do execute, we will -- it will be extremely accretive.

Okay. Thank you.

Our next question comes from Anthony Paolone with JPMorgan. Please go ahead.

Yes, thank you. Just on the PENN District, apologies, if I've lost the thread on just the back and forth with the press and your comments. But if we look out the next couple of years, is there a way to crystallize what you intend to do or spend beyond what's underway right now with the buildings and stuff that you're doing that's in the sub. But what what's committed to -- or what do you intend to do outside of that if anything?

We haven't gotten into that. We haven't announced that. We haven't -- we haven't quite gotten that far. We have already in the PENN District done heroic accomplishments. We did the [Indiscernible] Hall in a private-public partnership. We did the widening of the Long Island Railway Concourse. We have the retail on both sides of that concourse. We completed the 730-odd square foot [Indiscernible] deal in Farley. We have done a massive and very successful renovation of PENN1 where we have driven the rents from $55, $60 to the stunning side of $100 a foot and delivered value to our tenants and we are in the middle of a $1 billion renovation of PENN2. We -- together with that, we are doing area-wide improvements infrastructure to the public realm and we're going to take a breath. The prospect of doing ground-up development, we will likely start with an apartment project. But we have not yet announced what we're doing, we're in the middle of planning that and we're actually very excited about it.

Okay. Thanks. And then just one -- just may be clarification question for me. Just a reminder, like first on your balance sheet the 14 or so million Class A units seem to have a redemption price of I think about $23.5 a share. I mean given where the stock is, is there any thought that those holders could exercise? And am I looking at that right?

Michael or Tom, you're going to have to help me with that one.

Yes, let us come back to you on that one.

Okay. Thank you.

Our next question comes from Nick Yulico with Scotiabank. Please go ahead.

Thanks. I wanted to see if you -- there's any update you could provide on the retail JV and I know the loans there that matured we're still talking to the lenders. Just how we should think about that? Is it a situation where you are prepared to walk away from the assets? And specifically as well that one mortgage 645th which matures next year which is one of your loans that is re-coursed to the company, what should we think about the plan on that specifically?

Michael?

Yes. Good morning Nick. On the first asset St. Regis, which we talked a little bit last quarter, that continues to be in discussion with the lenders and we're I think heading towards a mutually acceptable resolution there. So, hopefully, that will be done in the next 90 days. And with respect to 640, which matures next May, that's something that we started to work on now, start to gauge the financing markets, talk at an existing bank loans. So, obviously, existing lender is somebody that we'll continue to have discussions with as well. So, too early to tell exactly what's going to happen there, but obviously the intent is to refinance that asset and whether we do it at par or pay it down a little bit, but the expectation is that asset will get refinanced. I will say Nick I think one interesting dynamic. Sort of two, three, four years ago, retailer is a four-letter word, nobody wanted to touch it. That's changing. It's changing. Unfortunately, office is now in that category for most people. But for retail, it's flipped. Retail, I think, people view the worst is behind us. The capital markets are more constructive both investors as well as lenders. And so, yes, they have to sort of understand and think about how to deal with above-market rents in some cases. But I think, in general, the capital markets are more constructive on retail today than they have been in a few years.

Okay. Yes, thanks Michael. Just one other question is going back to the commentary on a potential buyback. I mean the debt capital markets right now seem as bad as they've been for office since the great financial crisis and there's a bearish argument that maybe the lending markets don't come back in a way that they existed in the past decade. So, it seems to me that if you're talking about asset sales to fund the potential stock buyback, there's implicitly a view that you think the lending markets improve. And I guess I'm wondering why make that call now instead of paying down debt, I mean you have a balance on your line of credit, you have maturities you're dealing with over the next year or so. Why isn't that the better use of capital, sell assets, pay back debt, and perhaps that would you reward your stock price more so than a buyback?

Michael why don't you try that?

Yes. Nick I don't think -- I mean to be clear, I don't think we said buybacks and not -- I mean we said on asset sales, I don't think we said just buyback, right? I think depending on -- I think we said that -- first of all, the buyback amount we put out I would characterize as fairly modest. And as Steve said earlier it could be funded largely from retained cash from the dividend. But in terms of asset sales, yes, I don't think we've said anything about that's just our towards buyback. If we execute on asset sales, of course, we're going to look at the proceeds and what the best use for that is and we're very mindful. Our number one priority is making sure our balance sheet remains strong. We can tackle anything and de-levering situations or pushing out maturities by paying down, of course that's going to be in the toolbox. So, we agree. We're going to focus on making sure the balance sheet is strong and asset sales are going to be used for a variety of things.

Appreciate it. Thank you.

Our next question comes from Ronald Kamdem with Morgan Stanley. Please go ahead.

Hey, just a couple of quick ones. So, I was looking at the cash flow statement and looking at the $92 million of operating cash flow this quarter. Obviously, there's some working capital seasonality. But just one, can you talk about what happened to OpEx in the quarter, it looked elevated and I suspect sort of flow through? And then two, I know you said nothing changed, but was this sort of cash flow in 1Q part of the connecting the dots about postponing the dividend and thinking about doing a scrip dividend just to preserve cash flow?

On your second question, Ron, definitely not. I mean again nothing has changed. So, no. On the OpEx

Maybe there's some seasonality. Ron we could work offline and take a look at your model.

I don't think it's material.

I don't think it's material though.

Great. And then just the last one just on the refinancing. You already hit on the Fifth Avenue property, which I was going to ask about. But any comments on 280 Park as well which is coming next year? And just any general color when we're thinking about the model, what sort of rates, potential paydown, how are you guys thinking about that? Thanks.

Yes. What I would say is the general comment Ronald is your existing lender is your best new lender. So, I think most -- and I think most lenders appreciate that that it's going to be difficult to refinance certainly large assets for the foreseeable future. So, they're going to have to work with borrowers, sponsors, they feel the right stewards of the asset, which I think clearly we are and so I think on a number of these situations, you're going to see extensions for these loans. So, in some cases, there might be pay downs. In other cases, there might not be. So, the answer is discussions have started there and we'll see how they ensue. But I think on these larger near-term situations, I think the lenders, borrowers are fairly tied together for the near-term.

Thank you.

Our next question is a follow-up from Alexander Goldfarb with Piper Sandler. Please go ahead.

Hey, thank you for taking the follow-up. Maybe I missed it, but did you guys talk about 555. One, the debt restructuring, with the servicer, what you guys are thinking about that? And two, just given all the stories that we hear about just the state of San Francisco's office market, what's going on with leasing in the building, the Montgomery Street, box, et cetera?

Yes, I'll touch on the first, and then I'll have Glenn touch on the second, Alex. It can be a bit frustrating when things are written, which are just not fact-based. This is a notion that 555 was in a workout or there was something. The answer is, building is performing extraordinarily well. There's no issue with the loan. We took out an outstanding loan, two years ago and it was structured as a two-year initial loan with a series, a five-year, one-year as of right extensions, right? My as of right, if you want the additional term, all you have to do is send in a letter and you get it, right? So, once a year, we're going to send a letter to the servicer. We're going to extend the loan and that will be that, right? So, there's no threat of default. There's never been a threat of default. There's never been an issue with this loan. It was a seven-year loan, structured that way. So, all the articles written on this thing, nobody did their homework. And by the way, there may be other situations like that. So, it bears understanding, how the loans are structured and what the real story is, which everybody he wrote on that and just got it dead wrong. In terms of the building, I'll let Glenn talk about it. But again, it continues to be I think the best performing asset in San Francisco, with just the premier lineup of financial service.

Hi, Alex. It's Glen.

Michael the rate is swapped.

Yes. Yes. That's right Steve.

Alex. First of all, it's really a seven-year loan, which as a combination to the lender was structured as a two plus five one. It's a seven-year loan. And so anything -- the newspapers got it all wrong. The second thing is that it was a floater that we swapped at a very favorable rate and we swapped it, for I don't know six and a half years or something like that. So, -- and the second thing is, the best financial services building in the marketplace is full. Glen, do you want to comment about the quality of the building?

Look the building has been perfectly insulated against everything you're reading about in that marketplace. We've lost zero tenants to anything Goldman Sachs, KKR, Microsoft, BofA, all renewed their leases during the last three-year period which speaks to the asset. I think that's like really need to know and none of them reduced in size. We're obviously in the market with the [Indiscernible]. That's the only vacancy at 77,000 feet. We finished the redevelopment obviously a couple of years ago. We continue to show it. But the campus, the three buildings, has performed perfectly during this period and it's clearly shown that it's the best asset in the city.

Okay, I appreciate those comments. So, thank you.

Okay. Pardon us if we get a little bit annoyed at the misinformation.

That's the beauty of these earnings calls.

Next question please.

This concludes the question-and-answer session. I would like to turn the call back over to Steven Roth for any closing remarks.

Well, thank you all very much for joining us. We are actually very excited about beginning a buyback program. We're also -- we think what we're doing with the dividend is extremely logical and we understand and appreciate your support. Thanks for joining and we'll see you all in three months.

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