Good morning, and welcome to the Vornado Realty Trust Second Quarter 2019 Earnings Call. My name is Michelle, and I will be your on operator for today's conference. This call is being recorded for playback purposes. All lines are in listen-only mode. And our speakers will address your questions at the end of the presentation, during the question-and-answer session. [Operator Instructions] I will now turn the call over to Mrs. Cathy Creswell, Director of Investor Relations. Please go ahead, Cathy.

Thank you. Welcome to Vornado Realty Trust second quarter earnings call. Yesterday afternoon, we issued our second 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 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 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 maybe 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 Form 10-K for more information regarding these risks and uncertainties. The call may include time-sensitive information that maybe accurate only as of today's date. The company does not undertake the duty to update any forward-looking statements. On the call today from management for our opening comments is Michael Franco President. In addition, Steven Roth and our senior team are present and available for questions. I will now turn the call over to Michael Franco.

Thank you, Cathy, and good morning, everyone. Let me start with a few comments on our second quarter financial results before giving some thoughts on the markets and our portfolio and the important new disclosure we provided on our Penn District redevelopments in our earnings release and supplement. While FFO as adjusted on a GAAP basis for the second quarter was $0.91 per share $0.07 lower than last year's second quarter, cash basis FFO was up 2.1% reflecting the underlying strength of our core business with strong same-store results, which I will review shortly. Let me explain the GAAP numbers as they contain a little noise. First, this year so far we have sold assets which aggregated almost $3 billion. Notably, the 45.4% stake in our Upper Fifth Avenue and Times Square assets and our stock interest in Lexington Realty Trust and Urban Edge Properties. Even though these sales were applauded by all and they were done at NAV and should have been accretive to our share price earnings go down as a result. As an aside, we were surprised and disappointed by the stock market's ho-hum reaction. FFO decreased by $10 million, or $0.05 per share in the second quarter, due to these sales partially offset by $5 million, or $0.02 per share of interest savings from the retirement of the 5% $400 million unsecured notes, so that accounts for a $0.03 per share net decrease. Next, FFO was reduced by almost $0.02 per share from the non-cash impact of one-time equity award issued to the new leadership group, net of the savings from the accelerated vesting of restrictive stock awards in the first quarter. We also had a couple of retail tenant issues impact our second quarter results. At the end of June, Topshop closed all its U.S.…

Thank you, sir. We will now begin the question-and-answer session. [Operator Instructions] Each caller will be allowed to ask question and a follow-up question, before we move to the next caller. The first caller in the queue is from Manny Korchman with Citi. Please proceed with your question.

Hey. Good morning, everyone. Michael, I think you mentioned that 2019 would be a trough year for FFO, just given the bigger move-outs like McGraw-Hill and some of the retail vacancies that are going to come into the year. Can you walk us through why 2020 wouldn't dip versus 2019?

Joe?

Manny, it's Joe. Our forecast shows a substantial recruitment of this year's diminution next year. So when you did that pencil to paper and took Michael's one-timers that affect the rest of this year that puts our comparable FFO in the $1.40 somewhere -- I'm sorry $3.40, somewhere around there. Our projections are next year, notwithstanding that, a bigger piece of 2 Penn will be out of service, it's greater than that. Don't forget, we have two of the other West Side assets coming back into service. We have growth in the core business. We have steps. We have many pluses offsetting those minuses.

Thank you, Joe. And then, on Farley it looks like the costs sort of on a pro forma basis ticked up versus where you had them the last time you talked about cost. Can you tell us what's going into that project that’s maybe taking a little bit more money to get done?

So, Manny, look, we probably could have done a little bit better, given the road map here. But I think the short answer is that, the costs we publish now include the initial land contribution of $230 million, plus the amount we paid related, which was I think $41.5 million. So when you take the previous costs, which when you gross it up was $800 million, plus the $230 million, plus related et cetera, you essentially get back to the number we publish now. There are some minor scope changes, but net-net you're pretty close with all those additions.

Thanks, Michael.

Thank you. The next question is from Steve Sakwa with Evercore ISI. Please proceed with your question.

Thanks. I guess I wanted to first touch on kind of the ground lease at 1 Penn. I know you probably can't get into a lot of detail. But could you -- just whatever you can sort of tell us me about, maybe, what you're paying today and maybe how we think about the fair market value reset. And then, are there any other ground leases in the next say 10 or 15 years that have any kind of renewals or resets that we should be aware of?

The current rent at 1 Penn is $2.5 million. The reset is in 2023. The term of that lease goes all the way out to 2098, so it is a true -- truly a long-term control over the land. It's a fairly standard fair market value reset and we don't really have very much else to say about the -- where we'll end up. One thing is that, if you look at 1 Penn as an asset, the income is in round numbers, the better part of $100 million today. We project that that income is going to go up by another $40 million $50 million-odd as a result of the redevelopment and neighborhood improvements. So somewhere around the reset date, the income will be on that building somewhere around $140 million $150 million maybe a pinch less maybe a pinch more, so that that asset can easily and comfortably withstand an increase in the land value. We have three other ground leases that I can recall. We have one at 330 West 34th Street, which has a reset coming up in 2020, which will be it's a small asset so whatever the rent reset might be it's going to be immaterial. We have another one at 888 Seventh Avenue which comes out for a reset at the end of the decade of -- late in the 2020s. And we have a third ground lease at 909 Third Avenue which has an expiry of when David?

2063. Flat.

2063. And that is flat from now there are no resets whatever. And the rent is an extraordinarily low and favorable number. One comment about the ground lease reset process. There are plenty of these kicking around. And the recent resets over the last year or two have been in my mind pretty stupid. I mean you just take the Barney's reset and take a look at that that has basically -- the numbers had no reality and basically will bankrupt Mr. Barney's. So, we believe that there will be more reality in the reset process coming -- going forward. The issue that really caused the issue and the problem is that retail rents went crazy and therefore land for retail became extremely inflated, hyperinflated a bubble. And similarly, the condo market went crazy and that was a bubble. Those -- we expect those two bubbles are coming out of the market. So we can -- so the answer is that we believe that the resets will be more realistic, whatever they happen to be, we can handle economically easily. And I think that's a pretty fulsome explanation Steve.

Okay. Thank you. And then I guess the second question just to kind of circle back on kind of McGraw-Hill and some of the move-outs. As we think about two PENN going into kind of redevelopment, you're showing about 1.3 million square feet in service of the kind of 1.6 million. Outside of the McGraw-Hill space coming off-line, is there really any other space in that building that needs to come off-line for you to effectuate this redevelopment?

Joe, you have an answer for that one?

So Steve, you were right without getting too specific we did disclose almost 300,000 square feet out of service today. We project that will go up to about 0.5 million feet at the end of this year. It will go up in 2020 as more of the building is taken out of service. Approximately two-thirds of the building will be taken out of service at peak. And then of course start to come back in as the offices are filled the top two floors are rented et cetera, et cetera.

So -- but look Steve, I know you can't do this because I know modeling is the essence of what you do. But I would ask you to look at the real estate business that we're in from a different point of view, okay? We will be taking this building and we will be transforming the building from $60 rents to $90 and $100 rents, okay. We will be taking the building which has -- is long of tooth and bringing it into the modern age and making it be one of the most competitive buildings in terms of a work environment for our tenants, okay. We believe that this will be extremely -- an extremely profitable activity. And I'm not even getting into how it will help to transform the entire neighborhood. It's an enormous undertaking. The building has 400-odd feet of frontage on Seventh Avenue from 31st Street to 33rd Street, all of which will look totally different when we complete it. You've seen the pictures. I'm sure you've seen the pictures. So this will be -- in the interim, while we do our work, it will have a slight dilution, but the objective is to convert $60 space to $90 space which will be extremely accretive to earnings and NAV when we complete this in just a few years. So, I know that you have to be extremely interested and model what happens month by month and quarter by quarter. Our perspective is on the endgame as to what the product will look like when they're done and how it will increase our earnings and our NAV. Furthermore, the market is -- has been -- the market, the tenants and brokers community have been extensively exposed to the product and they love it. And the example of which is, is that we are going to lease now with the first very large anchor tenant at a triple-digit number. So, the building will be a success. It is a success and just while you have to model take a look at the long view, okay. Thank you.

Okay. The next question in queue comes from James Feldman with Bank of America Merrill Lynch. Please proceed with your question.

Great. Thank you and good morning. I was just hoping to dig a little deeper into your yield assumptions. Can you just talk about kind of what gives you comfort on those rents and what the leasing pipeline looks like in detail for these projects?

We have -- Michael did a great job. Michael, thank you. I thank you for multiple reasons, okay. First you did a great job and second of all I didn't do it. So Michael said in his remarks that we have executed a lease with a Fortune 200 company, so a large important company at PENN2 at $93...

PENN1. PENN1.

I'm sorry at PENN1 pardon me. At PENN1 for $93 a foot. Now obviously that's a significant gap from the market value or the perceived market value of the building today. The reason for that is that this tenant and the community believe in what we're doing and is willing to pay a fair price. So, we believe the market price for the buildings with -- as we lease it up now and as we complete our redevelopment is well into the 90s, okay. So think about where it is. Okay. We are in the West side of New York which is the hottest area of New York. And we're directly on top of the transportation network. So we have that as a -- for a skeptic we have that as a validation. In PENN2, we have as validation that we are going to lease with an anchor tenant at a triple-digit number. With respect to Farley, we are in the market. I think one of the analysts wrote in a report that I read overnight that his -- while, we haven't announced any leasing at Farley, his broker checks indicate that there is intense activity on the building. That is correct. The activity is at triple digits. And that's all -- I think that's all we have to say about these important negotiations going on in Farley. So we have our view. We have the market's view. We have lead tenants executing leases at our underwritten numbers. By the way there's nothing that says that we won't exceed our underwriting.

Okay. Thank you. Could you talk about operating expenses in those buildings and whether they'll change post renovation?

Somebody has going to have to do that other than me.

I mean, I think Jamie our general view is that -- not meaningfully right? There's -- we're, obviously, expanding and dramatically enhancing the plazas et cetera. So at PENN1 there's probably a little bit additional increase from an OpEx standpoint, obviously, taxes go up in proportion with rents. But from an OpEx standpoint, I think the answer is not meaningfully other than maybe a little bit on PENN1.

Let me handle the question slightly differently. The increase in space rent that we are underwriting almost all of it will drop to the bottom. What will not drop is a marginal increase in taxes and the maintenance expense of the building will remain basically the same. The building is the building. The cleaning is the cleaning. The common area is in the common area. So we believe that almost all of call it 90% or whatever of the increase in space rent will go to -- will drop the FFO. By the way that's an important comment. I say drop the FFO because there will be no interest against any of this incremental increase in income because we are funding it with cash coming in from 220 and other places off our balance sheet with no new debt between them, which is an extraordinary thing.

Okay. Thank you. Do I get another or that counted as my second?

What's that?

Do I get another question or that counted as my second?

Yes sir.

So can you just talk about anyway TopShop bankruptcy? Just some thoughts on credit risk in the retail portfolio going forward?

Well the first thing is that somebody asked the question about what -- whether -- who's on our watch list and the answer is everybody is on our watch list. So that's the way we run the business. The second thing is by and large, almost all of the retailers that we do business with are large and important creditworthy companies. The issue is not their creditworthiness, although TopShop was obviously an issue. And Forever 21 by the way is a little shaky. But the issue really is like what happens when the leases expire. So the answer is that we have few retailers of course as everybody does. But by and large the credit of the portfolio is pretty cool.

Okay, all right. Thank you.

Thank you. The next question in the queue comes from John Kim with BMO. Please proceed.

Thank you. On the incremental cash yield of 8.3% at PENN, can you clarify what -- how you calculate that number? Is it new rent over incremental cost, or is it the incremental rent over the incremental cost?

It's basically the -- Farley is a new build, right? So that's NOI over the budget. And then for the balance, it's the incremental NOI over the costs to be spent.

Okay. So the numerator would be the $30 difference in rents between 60 and 90 that lies over there?

That's right.

Okay.

That's right. The sense is decent, right? It's the incremental rents multiplied by the square footage. Obviously we're adding some square footage at PENN2 with the addition of the bustle and then converting some of the top two floors from mechanical to office. But excepting that it's the incremental rent with a slight leakage for taxes and OpEx.

Okay, great. Thank you. And can you also describe what is in the $100 million of district-wide improvements? Are those investments in your assets or is that infrastructure cost basically?

Principally common area in between the buildings the -- putting -- plazas and plinths in the common areas and not inside the building. So it's principally exterior work. It includes safety bollards, it includes some other miscellaneous improvements in connecting the building.

Has that increased more than you expected or was that within budget?

This is the first time that we had published anything about this. And it was -- we thought it was appropriate to list it in the budgeting that we released, but we can't allocate it and we didn't allocate it to any specific building. We didn't allocate a return on it either, so we just put it in together as part of the net -- as part of the neighborhood block.

And, of course, John it's Joe. We gave you the yield on the total cost inclusive of that.

All right. Very helpful. Thank you.

Yes sir.

Thank you. The next question in the queue comes from Vikram Malhotra with Morgan Stanley. Your line is open. Please proceed.

Thanks for taking the question. So just around Street retail, you had cash NOI of about $66 million this quarter. And if I adjust for the full quarterly impact of the JV, it's probably closer to the $60 million, maybe low $60 million. Given sort of all the move-outs you mentioned and the potential moving pieces including Forever 21, how should we think about a run rate heading into 2020? I know you've given some -- you had given disclosure earlier. But just now post the JV in the numbers, how should we think about the run rate even if there's a range you can provide that will be helpful going into 2020.

Vikram give me the question again please.

Your Street retail cash NOI was $66 million this quarter. But if I adjust for the full quarter because the JV occurred in April, mid-April. So if I adjust for that, I think your cash NOI should be closer to the low $60 million range. But if we look forward, you talked about TopShop, Forever 21 potentially just looking at…?

Okay. I got it, I got it. Thank you. So let me give you some numbers, which may -- which I think is a direct -- a very direct answer to your question. Last year, we gave guidance on the retail income. We started out with a $304 million number. We then raised it to $309 million as a result of some space at 770 Broadway coming out of the Kmart store and another retail lease that was converted from the retail segment and the office segments. So we then got up to $309 million. In midyear, we -- is it the other way around?

Yes. It's the other way around.

Oh gosh.

Even I went to $304 million.

So we started out with $309 million. We reduced it to $304 million because we took space out of the retail segment into the office segment. We then raised it to $315 million on performance during the year. And we ended up the year at $324 million on performance. So that's the starting point. Okay? The retail JV, which we believe was a monumentally -- a monumental deal, a superb execution and very important, okay, Will reduce the running rate NOI of the retail segment by $84 million, okay. And that basically is simplistically taking the income that was included in that venture, and saying we lose 45% of it. Now, that's not an economically good number because that is offset by the proceeds, the cash that we got and the huge preferred dividend that we're getting et cetera. So but that is just -- if you just look at the retail segment that's our number. The Topshop so that's an $84 million deduct. The Topshop, the two stores in Topshop that left will nick the income stream by a running -- or an annual running rate of $17 million. So if you take those $324 million which was the actual, less $84 million which is the loss of the 45% of the JV retail less $17 million for the two TopShops you get to a $223 million number, okay? I'm not comfortable with that number. But I am comfortable with something in the low 200s. So that's where we think, that that will go. Now understand this is only the retail segment. It doesn't account for several ins and outs on the financial side of our balance sheet et cetera, so that the economic number is actually much higher. But anyway that's the way -- that's where we see it.

Okay.

And Vikram, Joe, is going to prove my answer.

Just to clarify, two things. When you look at Steve's Chairman, letter as it was amended he talked about $109 million if $84 million, is the retail piece of that.

Yes, the retail. Got it, and then the $223 million that may be adjusted, I mean, I'm assuming there is no assumption there for potentially the -- per the Massimo space or any other of the -- like the Madison Avenue assets. This $223 million just as the math that you gave, there's no other assumption behind those two...

Vikram, when I went to $223 million. And I said, I'm not comfortable with that number yet. But I'm low comfortable in the low 200s...

Low -- okay got it.

That in my mind for move ins, move outs and other things that may happen, which will affect it but not in a significant amount.

Got it, okay, and then just a bigger picture question, okay.

Yes, sir.

Just a bigger, just a bigger picture question, you sort of mentioned or I think maybe Michael mentioned you were disappointed with sort of the ho-hum sort of reaction to the retail JV which, was indeed very good execution. I'm just sort of thinking bigger picture, either similar to -- are you thinking about similar structures on the office side or tactically, strategically, anything else just to kind of start to close this NAV gap? I know you have a lot operationally going on. But just more strategically, anything else you can sort of offer in terms of thoughts around closing the NAV gap?

There is obviously we were extremely disappointed with the reaction to the retail there which we thought was a spectacular deal. And a spectacular execution in a challenging market. And obviously, we continue to work away at all -- many different alternatives to create value, nothing that we are prepared to discuss today or hint that or get into.

Okay. And no changes on the buyback in your -- from your perspective on a buyback?

Since you mentioned it, let's spend a second on buyback. So I wrote extensively about it in my shareholder's letter 18 months ago. And there's a paragraph in there on page 30 …

…23.

23 of that letter that if you have a mind go back and reread it. But basically what it says is that buybacks are very useful, if you have -- if they are funded out of a recurring, stream of earnings on which you can continuously do it. And there's lots of Fortune 500 companies that -- are in continuous buyback mode, but they are doing out of retained earnings, recurring retained earnings. We don't have that. So we have to do it out of -- basically off of our balance sheet by selling assets or whatever. So -- and I think, I said in my letter that, if we did a $1 billion buyback it would increase our NAV by maybe -- for the remaining shareholders, by maybe $1.5 or some such number. And that our management or our Board would rather have the $1 billion that the $1.5 NAV increase when we're already selling at some huge number below NAV. But now there's a better way to look at it. Okay? So when I said if we used -- if we took cash off our balance sheet or we sold an asset or whatever it is and we bought back our shares. My math is -- is that, for every $1 billion that we would do it we would increase, NAV to the remaining shareholders by $1.5. But we're not doing that. We may do it, but we're not doing that. What we are doing is, we're going to spend $1 billion at an 18.3% return on our own assets. And that doesn't take the knock-on effect of the value we will create on the building sets around the buildings that we are redeveloping at Penn Plaza. Now if you take that math, if you can invest the $1 billion at 8% that generates $80 million of income. At a 4.5% cap rate that's $1.7 billion of value creation. That $1.7 billion divided by 200-odd million shares is rounded $9 a share. So, would you rather invest $1 billion in buying back your stock, where by the way the $1 billion goes away you lose the liquidity and you increase your NAV by $1.5 or would you rather invest it in the buildings, where you will be creating $9 a share for the remaining shareholders of NAV? I don't think that's a difficult question. Now what's more, when we get done with this, we will have a Farley with no debt whatsoever, we will have One Penn with no debt whatsoever. And Two Penn with debt of about $500 million, which is debt that is on there now and we're not going to increase. So with those three buildings alone, there are multiple billions of dollars of additional liquidity available to the company for whatever corporate purpose we have. So, we think that our -- we're on the right track here. We're not inflexible.

Fair enough, thanks. Fair enough that's fair.

Hang on, hang on. I'm not done yet. Okay?

Oh! Sorry.

We're not inflexible. And we think we get what we try to learn. One of our pals is doing a buyback, okay? Very committed to it, okay? It hasn't worked yet. But if it -- if as and when it does work, we will learn from that, okay? But as of right now, we would rather invest a couple of billion dollars on our own assets. And create $150-odd million of new earnings, rather than buying back our stock. That's where we are.

Great, thank you very much.

Thank you. The next question in the queue comes from John Guinee with Stifel. Please proceed.

Well, thank you for all the information on PENN Station, PENN District campus. I'm convinced, it's going to be a spectacular product. Steve, why would anybody want to be in Hudson Yards or Manhattan West, if they can be at PENN Station?

Welcome to the team John.

Hey John, that's not a serious question. But the answer to that is first of all look, my pal Steve Ross did a great job and Jeff and the boys they did a great job at Hudson Yards. I mean, all of our friends that are in developing in our neighborhood, we're all friends. It all plays off each other. It all makes the entire district of the west side of Manhattan better, okay? So I'm not sure that we would be able to -- no I am sure. I am sure that we would not be able to create the value that we are going to create at our Penn Plaza assets had not Hudson Yards preceded us. So that's just one. By the way John since I got you, you wrote something on June 12 and normally I'm not about what you write, okay? But this one I'm going to read out loud because I love you, okay? You said on June 12, expect Phase one of Penn Plaza to be extremely well done, sparing no expense to create a transformative environment and a landmark on the west side. We expect the finished product to be completely different than the current landscape. The costs and return on costs -- the costs and return on costs are as of now unknown, but now you'll know them by the way. So anyway thank you for that. We appreciate your support.

Thank you. Can I ask one more question?

No. I'm going to stop while I'm at it. Go ahead.

Okay. So Farley, $1220 a square foot, if you take out the land and the payment to relaid it about $900 a foot. Manhattan, what I understand x the land newbuild is about $1200 to $1300 a foot. But your budget for PENN2 is only $416 a foot. And it seems to me just kind of difficult to demo down to the frame, beef up the steel all new skin couple of hundred thousand square feet of new space, elevators MEP TI lease and commission soft costs for $416 a foot seems like a really low number. Is that fair?

No, it's not a low number. It's an accurate number. So let me give you, barely wish you -- hang on. I'm looking for something here in a big stack of paper. So here is our budget, okay? So the $750 million now remember that doesn't include Farley because we're basically funding it with cash, okay? So our budget in the round numbers is that, we're going to be creating 90,000 square feet call it 100,000 square feet of new space in the bustle and at the top of the building where we're converting mechanical space into a highly leasable, a triple-digit rent space. And adding round, round numbers there's a couple of hundred million dollars, okay? We're going to skin the building. We're not taking it down to the frame, we're going to take portions of the frame off and reimage it. We're going to skin the building and put a new beautiful glass front on it. And that in round numbers is $200 million in our budget. That budget also includes the heating and convectors at the glass -- or at the perimeter of the building, okay? So there's $200 million to create new space which is income-producing and return space and there's a good return on that $200 million to do the basics curtain, wall project. And then the balance of the $350 million is for lobbies, elevators, new bathrooms new corridors etcetera and the new amenity space. So you've been yelling at me for quarter after quarter after quarter for not having costs in the -- not having made our cost projections and our budgets public. And the reason for that is, is that, it's a big project. We've been working on it. We're trying to get them accurate and this is our best guess as to what those numbers are, okay? By the way a significant portion of this job is already in construction drawings and already bought, okay? And when you drive by it you'll see that the first mockup of what this enormous bustle which projects 45 feet off the plaza and 75 feet off the ground which includes the better part of a couple of hundred thousand square feet of new space is already mocked up, so we can get -- you can get a feel for it. So this is our budget. We're happy with our budget.

Great, all right. Thank you and good luck. Great job.

Thanks John. One last thing. To be totally clear, the budget includes TIs and leasing commissions for the new bustle created space, okay? It does not include, TI and leasing commissions in the normal course where we rent in all of the other space in the building which we think is an appropriate way to do the cost of accounting.

Great, okay. Thank you.

Thanks. I love what you wrote on June 12, John. Thanks.

And the next question comes from Nick Yulico with Scotiabank. Please proceed with your question.

Thanks. Just wanted to go back to Farley. We have heard that there's good interest in the building's high floors. And even if I look at your website right now the fifth floor is not showing as being available. And earlier this month, the fourth floor wasn't showing as being available though it is now. I mean is it fair to say that these two floors are spoken for?

We have nothing more to say about Farley other than what we've already said, okay? We have activity. It does us no good to speculate on what these important negotiations are that are ongoing now. It does us no good to speculate on that in this venue.

Okay. And then going back to 110, I think you gave the annual rent on the ground lease being $2.5 million. Can you give us the formula about how that works? Is it a percentage of the value of the land on a fair market value reset? I mean for some other companies you've seen it or buildings it could be 4% to 5% of land value. What's the formula calculation here?

I think we've disclosed -- what we are prepared to disclose at the present time. The current rent is $2.5 million. It's a normal fair market value reset. It happens in 2023.

Yes, I guess I mean the reason I asked is if you actually do assume it's 4.5% of land value then it looks like the land value is about, it's less than $50 a foot which seems pretty low and would require -- you could be facing as you've mentioned your supplemental and material reset on the ground lease. So I think it would be pretty helpful for us to understand how that could work so we could think about the ultimate yield on the project.

Well, the answer is it will be material and -- but we are not prepared to speculate. This is a reset which is subject to arbitration four years from now. It's impossible to predict what the land values will be four years from now. I have already said in my comments 10, 15 minutes ago, we strongly believe that the land value is coming in and coming our way. And I really don't want to say anything more about it.

Thanks.

But I will say one last thing. In the last comments, I've made about that I said that the income of this building is going to go up to the sunny side of $150 million a year. Whatever the land resets to will be a material number, but it will not be significant in the scheme of the huge income coming in from this great building.

Okay. The next question in the queue comes from Alexander Goldfarb with Sandler O'Neill. Your line is open. Please proceed.

Good morning, everybody. So two questions. First, Steve yes sort of, a two-part on PENN. You talked about the $100 million of just say sort of, catchall development. So sort of, curious one, I don't know who the landowner is I don't know if it's the MTA. But I'm assuming that that $100 million captures whatever public mandated improvements whether it's subway or train or whatever. I'm assuming that that $100 million includes that in that budget. And then two, I still -- maybe I missed it earlier, but I don't think that you guys have quantified the NOI that's going to come off-line when you start work on PENN1 and PENN2 just as we think about our 2020 earnings?

You know, the first is that the $100 million of neighborhood improvements really is improvements. It does include improving the street that we have closed in between the two buildings. But the rest of them basically is capital that we are spending on behalf of our building, okay? There is another project that's in the works, which will enhance our situation in the underground in PENN Station, which is not yet ready for a disclosure and that'll probably come out next quarter and the quarter after. It's not a big deal, but it's -- it's incrementally better and better and better. With respect to what comes off-line, what comes online et cetera and the timing of it quarter-by-quarter we do not give guidance. And we have not basically said other than some brief remarks that Joe made about what is going to happen in terms of the details of that. I did make what I consider to be an important comment half an hour ago that says I know that you have the model, I know it's important. But the big picture here is that over a short period of development time we're going to transform up a neighborhood. We are going to add all the surrounding land that we have assets that we own and we are going to take a $60 building and take it into the 90s. That's the big picture, okay? We have not given guidance about quarter-by-quarter results, okay? Quarter-by-quarter in service -- out of service, et cetera.

Okay. And then the second question is on the Topshop on Fifth Avenue. You guys wrote-off the value of your improvements for that ground lease position just based on sort of the market-value being equivalent to what the ground rent is, which I believe you guys said is $5.5 million. So just, sort of, curious just given that that rent seems really low especially given what your neighbors signed with Puma across the street. Just sort of curious more about how you made the determination that the ground rent effectively represents market value. I don't know maybe it's counting all the fit out that you have to do or maybe it's the length of time left on that ground lease that drives it just more than the actual -- what the actual street retail rents would be there.

Alex, it's all of the above. First of all, we have not said that we are abandoning the ground lease. That may cause -- it's an option that we have in the future. That's that one. The accounting is that there is a liability and an asset for this right to use is that the terminology...

Right of use.

Right of use. And so we wrote-off the asset right of use. We retained the liability. If as and when we cancel the non-recourse lease that will be -- that liability will be taken as the income and extinguished. So that's the accounting. In terms of the business side of it, the way we do the math if you take the ground rent payments and the expenses of operating the building and you take the expensive income that comes from the small office portion and what we might get from the market vis-à-vis a retail, the building is pushed to slightly underwater. If you then take the fact that there's a 14-year ground lease and you will have to amortize the tenant improvements it becomes underwater more. And if you take the fact that the ground lease goes up by its terms I know that $2 million to $3 million a year shortly then the build from the -- on the whole when you get done with the math there's even negative economics or no economics. And the likelihood is this is not something that we want to spend our energy and time on.

Okay. Now you -- with the 14 years left you answered the question. Thank you, Steve.

Thanks, Alex. See you.

Your next question in the queue comes from Daniel Ismail with Green Street Advisors. Your line is open. Please proceed.

Thanks and good morning. Just two quick ones on PENN Plaza. I appreciate all the new disclosure. But can you give an update on the refresher on the air rights that you own in PENN Plaza and these ability and perhaps the ability to monetize those air rights in the future?

There's plenty of air rights. We own lots of them. There is air rights that are on top of Madison Square Garden that we own a share of. There's air rights on top of the landmark Farley Building that we have -- are we contracted to move those? That we have access to. We don't have legal access but we have access to. So there's plenty of air rights, okay? And then now ready for, and so we have multiple sites that we have -- that are in the future the both interesting one of which is obviously the Hotel Pennsylvania which has a current ULURP approval for a 2.8 million square foot?

2.8 rent.

What?

2.8 rentable.

Okay. That’s it. For 2.8 million square feet, which would be a tear down and a rebuild et cetera. And then we have multiple other sites in the neighborhood. So there is not a shortage of air rights. We own plenty of them. And there are plenty of them available to be repurchased and moved from different government sources and private owners.

And can you remind us like how many air rights you directly own currently?

I don't think so. I don't have that in my head. So we will have to get back to you. But I don't think it's a material calculation.

Okay. And just one on the redevelopment of Penn Plaza. With the new green New York building standards, did that cause any material uplift in total costs? And will the new redevelopments be in compliance with the new standards?

Barry?

There's not a material increase in cost today. And yes, the new developments will be in compliance with those standards.

So the answer is there is not compliance. There is a goal of -- let's say emission standard and if you do not meet the goal there are penalties. So actually there's not a binary comply or don't comply. What there is, is that the assets will be measured for their emission. And based upon that result, there will be a penalty tax if you will. The interesting thing about it and we said this I think on the last call and that is that we believe that we are already in substantial compliance with the 2024 requirements, so ones that come at the end of the decade are more strenuous. We -- but if we maintain our current position, the tax would be deminimis for noncompliance. Now, there's two things that are going on with respect to the regulation. And by the way this is in New York, but it's going to go universal across the whole country and probably the world as well. But first is that 80% or 85% of the energy usage from our buildings is under the control of our tenants, not under the control of the landlord. So therefore -- and we've been talking to the government authorities about this, but more needs to be modified, so that it gives incentives to the tenants to comply. And that will happen over time. The second is even more important. To the extent that alternative sources of energy are going to go into the creation of electricity, a transmission of it from where it's created down into New York City and other major cities that will cause the carbon footprint to decrease substantially, okay? So there's all of that kind of stuff that's going on.

That’s helpful. Thanks.

The next question in the queue comes from Manny Korchman with Citi. Your line is open. Please proceed.

Mike Bilerman up with Manny. Michael or Joe, just to think about the sources and uses from a just timing perspective. You think about you had $1 billion today, another $1 billion coming in from 220, the $100 million that closed post quarter from 330 Madison and then the eventual $1.8 billion redemption of the preferred a couple of years out. You've outlined $1.7 billion which is quite helpful to have the costs and the returns. That incremental $1.7 billion that needs to go out the door, plus another $360 million for the dividend towards the end of the year, how should we think about the timing of that $2 billion going out and then the drawdown of cash and the influx of cash just as we think about the ins and outs going on?

Michael, it's Joe. That's a pretty complicated question to do by phone. But at least, I want to clarify one thing. You said $1 billion on -- coming in from 220. That's $2 billion not $1 billion, $2 billion.

Well of net -- net of the debt that you're going to repay. $1 billion of net cash.

No. there's no -- that whole $950 million is zero today. And from that point forward, we get $2 billion, $1 billion of profit, $1 billion of our cost that we put into the project recouped in the sales process. The right number for you to take off is $2 billion. Now, our NAV shows it properly, but the incremental cash coming to the company is $2 billion against $1.7 billion that you've accurately portrayed needs in the three projects in the Penn Plaza and Penn District area in the catalog. Of course, the capital needs if we were to do the Hotel Penn would be much, much larger or any of the other add-ons that we hadn't talked about like the question on the air rights felt would.

I don't know if you were -- I mean we can come back to you with a little more specificity on timing of the outflows. Obviously Farley is well underway. PENN2 will be generally let's call it '20 through '22 and PENN1 over a couple of year period beginning next year. But I think that the most -- what I think you're trying to get and I think the most important point is the cash will be in the door before that money has to be spent, right? So 220, I think we said on today, Joe correct me if I'm wrong, $1.1 billion of liquidity as of quarter end right? That number will go well north of $2 billion by year end Michael. And so when you look at the...

After the dividend.

Post the special dividend. That's exactly right. So net of the special dividend, it will still be well north of $2 billion, right? So that gives you a sense of the amount of money that's going to flow out of 220 the balance of this year. And so as we look at the ins and outs, right, all the money will be in the door in advance of needing to spend the $1.7 billion that's laid out in the supplement. All right. And that's what I'll need to tuck in the retail preferred ever et cetera the money will be in the door.

Right, which gives you even more liquidity as you start thinking about the $1.8 billion preferred, but then also the refinancings that occur in 2020, and I don't know if you want to talk about 11 Penn and maybe 888 Seventh whether as you think about upsizing those mortgages or you're thinking about using cash to repay and distribute leverage further. How should we start thinking about incremental cash that could -- that potentially could come from that or use of cash?

Michael, I don't -- the answer is, first of all, with respect to 220, the sellout, published sellout is three -- maybe $3.25 billion, okay? We've sold $1 billion so far. That means there is $2-odd billion coming out of that with no debt requirements that all comes into our treasury, okay? That's step 1. Step two is, our internal budget shows that our -- that we are able to spend as it comes due over the next number of years, the $1.7 billion incremental that's going into PENN1, PENN2 and Farley. And at the same time our cash balances will fund it out of -- off our balance sheet with no new debt and our cash balances will grow, okay? With respect to our balance sheet, we have been showing pro formas to you all. That shows that our debt ratios are -- actually if you pro forma for what's happening with certainty, our debt ratios are low and going lower, and we're very comfortable with that. We have an enormous opportunity on our balance sheet and we have an enormous queue of un-financed assets, and even underfinanced assets that we can increase our liquidity for. So for example, I mean the right strategy, we are principally a secured vendor, okay? We do that for lots of reasons that I have written about, which have to do with non-recourse debt and safety and whatever. And we have -- we're actually encasing an internal conversation about this now. We have -- we rather than encumber a new asset, which is currently unencumbered and we have $10 billion or $15 billion of those, we would rather increase the debt on an underlevered asset, which is encumbered. So all of that what we consider, but right now we have --we are in a spectacular financial condition, and we're very happy with where we stand. And we are delighted to be able to deliver PENN1, PENN2 and Farley off our balance sheet with no debt.

Yeah. Last question. Michael, in your prepared remarks, I think you made the comment, it's better to be a seller than a buyer. Is there anything else that's less than the disposition program today? Any other cleanup? And anything else that you're contemplating from that perspective?

The answer is yes, Michael. We've got -- there's still a few cleanup items from the original $1 billion, Steve referenced, I don't know 18 months ago or what not, small one of which we just put under contract. But $70 million, we've got two, three others in the works as well. So, we're finishing that original $1 billion of non-core assets. Team is hard at work on those.

It's interesting. First of all, the community has been suggesting that we sell our non-New York City assets out there in, what I'd call, the suburbs of New York, mainly The Martin Chicago; the 555 California Street in San Francisco for years now. But the fact of the matter is that those two are two of our best assets with the highest growth trajectory. And when we have sold 555 California three, four years ago when there was a big drumbeat to do it, we would have undervalued the asset by $500 million, $700 million at least. I think Michael said in his remarks that that asset is underrated by pick a number 25%, and so whatever. So we -- those two assets are not on the for-sale list today. The other thing is that I think one of the analysts wrote with some assets, you dilute earnings. You -- and so if you take our retail sale, we sold it at NAV. We sold it at a number which we thought and the market I think thought was a very strong execution. But nonetheless, you are selling the income to the buyer and you are losing that income, so it's dilutive income. So there is a tension between selling assets when you dilute your income and your analyst want to take your stock down for that. So it's a complicated thing.

I appreciate the color.

Let me add a little take onto that Michael, and that is that it's good to have cash, but cash doesn't appreciate, okay? Assets appreciate. So if you have well-chosen assets that have a great future, they can appreciate. So -- I mean that's just sort of a little bit about that. But you can be sure we look at every assets and every -- at every asset and every piece of debt in the company at least once a month.

Yeah. It was helpful to get your thoughts regarding using cash on the buyback versus investing it in new as well as redeveloped assets and harvesting net value. It definitely sounds as though there's additional cash coming in, and we'll continue to look for ways that the balance sheet and that cash can be used to drive value for existing and new shareholders.

Yeah, and we too. Look, we're investing the money and creating $9 of value versus $1.5 from $1 billion is a no-brainer, right? The point that you're making is that that's not our only cash. We've got more assets. We've got more financial flexibility. We couldn't be more well aware of that. Thank you for pointing it out.

All right, guys. Have a great rest of the summer.

Thank you, too.

And gentlemen, there are no further questions at this time.

Great. Thank you everybody for listening, participating on our call today. We look forward to your participation on our third quarter earnings call, which will be on Tuesday, October 29. Enjoy the rest of the summer as well. Thank you.

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