Steven Roth
Analyst · Evercore ISI
Thank you, Steve, and good morning, everyone. Well, the macro environment in which we operate is certainly different today than when we last spoke 3 months ago. On their calls, a couple of office CEOs didn't think all this would affect their businesses too much, but it will affect our customers, clients and tenants. So of course, this will affect all of us somewhat. I know nothing more than you all do. But the way I see it, the objectives of the tariffs are to introduce symmetry and fairness, but even more so to generate a new revenue stream for the federal government, which at, say, a 10% tariff is large enough to make a big dent in getting our federal budget deficit under control. And notwithstanding the tactics, reducing government load has to be a good thing and will also reduce the deficit. I am agnostic. Whatever the outcome, I believe the best bet is that this global kerfuffle will be resolved, settled and over much more quickly than you think. The basic dynamics that I outlined in my recent annual shareholders' letter that make us so enthusiastic about the future of our business still hold. Our stock performance is at the head of the office class, having increased 49% in 2024 after having increased 36% in 2023. And while year-end is down 12%, we are down less than the other CBD office companies. Manhattan continues to be the best real estate market in the country, especially so for office, but also for apartments and retail. In the 180 million square foot Class A better building market in which we compete, demand continues to be robust. Available space is evaporating quickly and with the cost of a new build, i.e., replacement cost at, say, $2,500 per square foot and interest rates at 6% to 7%, no new supply is on the horizon. All this is the very definition of a landlord's market. We've seen this all play out in past cycles, and the story has always been the same. The supply and demand dynamics will push rents higher and existing better buildings will increase in value quite substantially, all good, very good. Here at Vornado, our teams have been very busy building liquidity and doing leases and deals. In January, we completed the UNIQLO sale at 666 Fifth Avenue at a record-breaking $20,000 per square foot. We used the $342 million of net proceeds from the sale to partially redeem our retail JV preferred equity on the asset. So $342 million cash to Vornado. We used this cash to pay at maturity our 3.5% $450 million unsecured bonds. Next, last month, we completed a $450 million financing of 1535 Broadway and used the $407 million of net proceeds to partially redeem our retail JV preferred equity on the asset. So $407 million cash to Vornado, which increased our cash balances. This financing was done in a very choppy market with skill and relationships by our capital markets team. So all thanks to them. Next, on April 22, we received a favorable ruling on the PENN 1 ground lease rent reset arbitration. The panel determined that the annual ground rent payable for the 25-year period beginning June 17, 2023, will be $15 million. There is pending litigation and the panel's decision provides that if the fee owner prevails in a final judgment, the annual rent for the 25-year term will be $20.2 million retroactive to June 17, 2023. For GAAP, we have been accruing $26.2 million per annum of ground rent. And therefore, as a result of the panel's determination, we reversed $17.2 million of previously over-accrued rent expense in the first quarter. Of note, commencing in the first quarter of 2025, we are now paying $15 million annual rents, and so our GAAP earnings will increase by $11 million annually. By the way, this PENN 1 ground lease as fully extended goes to 2098. Next, in March, we finalized a major 337,000 square foot lease at PENN 2 with Universal Music Group, the world's leading music company, think Taylor Swift and her friends. This important deal brings an exciting tenant to the PENN District and takes the building to approximately 50% leased. More leasing at PENN 2 will follow. Next, yesterday, we finally announced the completion of an important deal with NYU at 770 Broadway, completing a master lease for 1.1 million square feet on an as is triple net basis for a 70-year lease term. Under the terms of the lease, a rental agreement under Section 467 of the Internal Revenue Code, NYU made a prepaid rent payment of $935 million and will also make annual lease payments of $1.3 million during the lease term. NYU has an option to purchase the lease premises in 2055 and at the end of the lease term in 2095. NYU will assume the existing office leases and related tenant income at the property. We used a portion of the prepaid rent payment to repay the $700 million mortgage loan, which previously encumbered the property and $200 million to increase our cash balances. Although this transaction is a lease under GAAP, which can be a little wacky, it is treated as a sale. As such, we will recognize a GAAP financial statement gain of approximately $800 million in the second quarter. We will retain the Wegmans retail condo, which will produce $4.7 million in income this year. The NYU lease absorbs 500,000 square feet currently vacant at the asset. Overall, the transaction is accretive by $25 million annually. If we pro forma leasing the vacancy at market rents with related capital spend, downtime and free rent, it would have been a pro forma push, as you might expect. We are delighted to expand our relationship with NYU and congratulate NYU Board Chair, Evan Chesler and President, Linda Mills and their teams. We are excited about their ambitions for this project. As I have said before, this is all very good for NYU and is very good for New York. NYU's press release issued yesterday is available at www.nyu.edu. All told so far this year as a result of the above activity, we reduced our debt by $915 million, increased our cash by $500 million and our retail JV preferred equity, which is an asset on our balance sheet, which began the year at $1.828 billion is now down to [ $1.079 billion. ] Our cash balances are now $1.4 billion and together with our undrawn credit lines of $1.6 billion, we have immediate liquidity of $3 billion. The above transactions will increase GAAP earnings by approximately $36 million, $25 million from the NYU transaction and $11 million from the PENN 1 ground rent reset results. Tom, that would be Tom Cinelli, who all of you know, in a more complete analysis, including debt repayments and the loss of preferred income, calculates $30 million of accretion I'm happy to defer the talk. In a moment, Michael will review the quarter and the financials, but here are a few headlines of a very good first quarter. Comparable FFO of $0.63 increased by $0.08 versus last year's first quarter and is $0.09 higher than analyst consensus. Our overall GAAP same-store NOI was up 3.5%. We leased 1,039,000 square feet overall, of which 709,000 square feet was New York office at $95 starting rents with mark-to-markets of 6.5% cash and 9.5% GAAP and an average lease term of 14.7 years. In addition to the 337,000 square foot lease with Universal Music at PENN 2, we leased 163,000 square feet at PENN 1. We completed leases totaling 222,000 square feet at our 555 California office tower in San Francisco at $120 starting rents. 555 continues to be the preferred financial services headquarters in San Francisco. And even in this historically soft market, 555 continues to outperform. It is proving that it is the best building in San Francisco. We are big fans of the new San Francisco Mayor Dan Lurie. Our New York leasing pipeline is a robust 2 million square feet. As I said in my annual shareholders' letter released on April 8, the lease-up of PENN 2 and the lease-up of our retail vacancies alone will generate incremental NOI of $125 million and $50 million, respectively, over the next several years. Tom, here is Tom again, specifies that while NOI for PENN 2 is budgeted to increase by $125 million, FFO is budgeted to increase by $95 million, the difference being capitalized interest. Either way, these are big numbers and with PENN 2 built and ready, this $125 million per year is as close to a short thing as there is. The PENN District, our 3 block long city within a city continues to amaze and receive outstanding reviews. We sit on top of Penn Station adjacent to our good neighbors to the West, Manhattan and Hudson Yards. The 3 of us combined are what I call the new booming West side of Manhattan. One of our analysts calls the PENN District, one of the largest mixed-use projects in the country, be that as it may, the PENN District will be a growth engine for our company for years to come. As I said in my annual letter, we raised market rents in the PENN District from $50 to $100. Our neighbors to the West are achieving rents of over $150, and I predict that we will do the same in the PENN District in due time. You can all do the math as to what an incremental $50 on 4.3 million square feet will do to our earnings and values. 350 Park Avenue with Citadel as our anchor tenant and Ken Griffin as our 60% partner, has begun the development process to create a grand 1.8 million square foot headquarters tower on the best site on Park Avenue. The new building will stand out as being truly the best-in-class. And we have several other assets for sale in the market. We recently filed our very comprehensive sustainability report, which can be found in the sustainability page of our website. Vornado was the first in the nation to achieve 100% LEED certification across our entire portfolio of in-service buildings. The many awards we have achieved can also be found on the sustainability page of our website. Kudos to Lauren Moss and her team. Finally, one other observation I would make is that the majority of our secured loans reflect current market rates, while others are still living off their low-rate loans. As I have said before, there is really no protection against loans that mature into a rising rate market. Now to Michael.