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. All lines are in a listen-only mode. Our speakers will address your questions at the end of the presentation during the question-and-answer session. At that time, please press star then one on your touch-tone phone. 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 first quarter earnings call. Yesterday afternoon, we issued our first quarter earnings release and filed our quarterly report on Form 10-Q with 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, 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 supplements. 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 statement. 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. 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, totaling over 5 million sq ft in the PENN District. Any comment in the newspapers or industry tabloids that we have stopped is 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 Knicks playoff game. Some commentary on last week's dividend press release and reaction thereto. Simply stated, we are going on offense. Let me say that again. We are going on offense. 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 billion in regular dividends and another $400 million in special dividends. Last week, an analyst characterized REIT dividends as sacred. 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. 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 and appropriate to pay it 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, I have resisted buybacks for years and years, resisting copycatting in sister industry companies and resisting the pounding from analysts to close the NAV gap. Since last quarter's dividend announcement to this quarter's dividend announcement, our stock price has declined 35% from a low level to an even lower level. Seeing value in the stock and an opportunity to create shareholder value, last Wednesday, included in our dividend press release, our board authorized a $200 million share buyback program. We will proceed carefully and in a measured way, funding the buyback from asset sales or even cash retained from paying the dividend in scrip. Since our dividend is sized based on taxable income, not FFO earnings, here is the math. 2021 taxable income was $2.03 versus a $2.12 dividend. 2022 taxable income was $2.08 versus a $2.12 dividend. 2023 taxable income is currently projected at $1.05 without any asset sales. Surely there will be asset sales. The difference between 2022 and 2023 taxable income is primarily increased interest rates. A couple of other comments. We think we have seen the peak in work from home. More and more CEOs are now requiring their employees back to the office. With each passing week, the office buildings feel more like 2019, and we believe it's just a matter of time before everyone is back for good. New York City seems to be leading the country in this regard. Lastly, with all CBD office stocks having been crushed and great concern about the future viability of office, it is important to review our financial position and our liquidity. We have $3.2 billion of liquidity, including $1.3 billion of cash and treasury bills. We have over $8 billion at today's marked down values of debt-free unencumbered assets. PENN 2, and Farley are all unencumbered. The remaining capital program to PENN 2 has been pre-funded and will be paid for out of cash balances. These buildings have significant future embedded earnings growth. PENN 2 rents up, that incremental income will do wonders for our debt metrics. We rely primarily on project-level non-recourse debt, old-fashioned mortgages. Only 2.5% of our debt is recourse, and that with well-laddered maturities. We are clear-eyed and realistic about the near-term financial market challenges. It is not pretty when 3% debt rolls over into 6%, 7%, or even an 8% market. We will certainly have a few workouts to deal with over the next couple of years. That is the point of having non-recourse debt. We have no maturities this year, limited property-level maturities next year, and no corporate maturities until 2025, with sufficient capacity on our line that matures in December 2027, so that we don't have to finance in the current hostile market. Thank you. Now over to Michael to cover the financials and the market. Thank you, Steve. 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. 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 sq ft 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, and are near transportation in Midtown and on the West Side, which is 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 for the right work environment that they believe will help them retain and attract talent, as well as motivate their employees back to the office. While there is solid activity in the market, large requirement deal flow is lagging and concessions remain stubbornly high. Focusing on our portfolio. During the first quarter, we completed 22 leases totaling 777,000 sq ft with healthy metrics, including starting rents at $101 per square foot and a positive mark-to-market of 1.7% cash and 8.5% GAAP. This included our full building, 585,000 sq ft deal with Citadel at 350 Park Avenue and 82,000 sq ft PENN 1 at $92 starting rents. If we exclude the Citadel deal from our statistics, our team completed 21 leases totaling 192,000 sq ft at $83 starting rents with a very strong cash mark-to-market of 13.1%. We are continuing to experience good momentum in the PENN District with a steady stream of new leases PENN 1 at ever-increasing rents, now in the high 90s and breaching $100 per sq ft in the building's tower floors, reflecting tenants' attraction to the unique amenity offering we have in the most accessible location in the city. Tour activity is picking up PENN 2 as well now. The project is nearing completion, and tenants can better appreciate the redeveloped product. Overall, we have very good activity in many of our assets, generally at higher rents than a year ago. Our leasing pipeline in New York remains healthy. We have more than 400,000 sq ft of leases in negotiation, plus an additional 1.4 million sq ft in our leasing pipeline. Much of this activity is at buildings where we have significant move-outs this year and next. The financial sector, in particular, continues to be active. With that, I'll turn it over to the operator for Q&A. Thank you. We will now begin the question-and-answer session. If you have a question, please press star then one on your touch-tone phone. If you wish to be removed from the queue, please press star then two. If you're using a speakerphone, you may need to pick up your handset first before pressing the numbers. Once again, if you have a question, please press star then one on your touch-tone phone. Each caller will be allowed to ask a question and a follow-up before we move on to the next caller. Our first question comes from Steve Sakwa with Evercore. Please proceed. Yeah, thanks. Good morning. Steve, I appreciate the comments on the dividend and the additional color there. I just wanna 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 buybacks really the only thing on the table at this point? Buybacks are much more... the best value is in buying back our stock. 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 pales in relation to the value that we see in our stock. Great. Then as a follow-up, Michael, you know, I'm just wondering if you could maybe talk about the leasing dynamics sort of between PENN 2 and PENN 1. It sounds like with the renovation at PENN 1, you're getting really good traction at, you know, the triple-digit rents you'd sort of talked about when you did the redevelopment. I'm just curious, are you getting closer to getting some, you know, tenants in secured at PENN 2? Is that project kind of nearest completion by the end of this year? You know, I guess, what's the hold up on getting leases signed at PENN 2? I'll just take that, Glen. Yeah. Steve, it's Glen. Yes, PENN 1 is on fire. Leasing activity is strengthening really week to week. Great tenants, financial technology, accounting, consulting, and, you know, renting out piercing 100. We're really pleased how PENN 1's coming along. Really, as PENN 2 unfurls month to month, the project is looking better and better. Just amazing product we're delivering. As the PENN 1 activity continues to strengthen, that seamlessly flows in the PENN 2 action. We now have tenants who are getting boxed out of PENN 1 looking at PENN 2. Our tour activity is higher than ever right now with PENN 2. 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 at transportation with amenities like no one else has. We're supremely confident in the product, and we look forward to great success or leasing wise. Great. Thank you. Steve, you should know. Steve, hang on for one more minute. You should know that earlier, we had the opportunity to lease the bustle floors, but half of the bustle floors to two different prospects, important companies, and we turned them down. We have a great deal of confidence in the product and the building. As Glen says, the building will lease. Our next question comes from... Next question, please. Our next question comes from Alexander Goldfarb with Piper Sandler. Please go ahead. Good morning, and thanks for taking my questions. Two questions. First, Steve, you guys recently, you know, 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, you know, has remained up and to the right, the office leasing, the capital needs of the company, everything else sort of stayed the same. 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 the macro and the leasing fundamentals and the balance sheet, you know, 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, 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. We decided that we were going to buy back stock. 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 gonna devote financial resources to buying back stock. 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 in a dividend press release. Nonetheless, we thought that they matched together, they were a pair. 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. The next question is the dividend, and where do we get the resources to buy back stock? The first question is that the taxable income is moving around. Things are changing. We will be selling assets, presumably. 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. That's the first thing. The second is that we announced in the dividend release that we will pay the dividend at the end of the year as we must. We don't consider suspending the dividend or postponing the dividend for two quarters to be a big deal. Maybe you do. Actually, I don't. We will pay the dividend as we must in the fourth quarter. We will pay the dividend in whatever the appropriate size is. That's one unknown. The second unknown is we announced that we would pay it either in cash or in a combination of cash and scrip. I think that it's not impossible that we will pay the dividend in scrip. I'm not making a prediction. I'm saying we are retaining that option. Why? We believe that a shareholder receive stock in lieu of cash in a dividend should be indifferent. It's exactly the same. You can sell the stock and turn it into cash, et cetera. We believe that it is. By the way, as sort of humorous, we did spend a significant amount of time in our council room and in our boardroom going round and round on, well, let's just think about this. We're going to be perhaps issuing stock in lieu of cash for a dividend, but we're gonna be buying back stock. Isn't that circular? The answer to that is no, it's not, because the issuing stock for a dividend is pro rata. Everybody has exactly the same percentage ownership in the company the minute before they get the stock and the minute after they get that stock. When a buyback, however, is discriminate because people will make a decision to sell and reduce their percentage ownership in the company or to not sell and increase their percentage ownership in the company. Anyway, the fact of the matter is that we will size the dividend at the end of the year. We will make a determination as to whether to pay it in all cash or part cash and stock. If we pay it in part stock, that will go a long way to funding buybacks or whatever. That's our thinking. Okay. What we're doing is, It's, I mean, our thinking is it's offensive, and we think, actually, the right thing to do. That segues- Go ahead. Go Go ahead, Alex. Yeah, that segues into the next question. I mean, obviously, you've seen your crosstown peer do a few billion, you know, 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. My question is, wouldn't the $200 million be better spent paying down that debt? Michael, in the $0.55 that you said this year would be down versus last year, that includes these swaps burning off, or these swaps burning off are incremental to that? It's whatever is, you know, whatever we mentioned last quarter reflected our expectation of, you know, swaps, caps, et cetera, that roll off this year. That's, that's in that number. You- 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 it, 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 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, you know, that the stock is, you know, trading so cheaply relative to, you know, your expectation, right? We've known that office NAVs relative to the stock price have been, you know, pretty materially depressed recently. Your share price relative to GFC times is down 30%+ from the beginning of 2009. You know, have you done some analysis? Is there really some kind of thought behind it, or is there a worry that this could be a tend to catching a falling knife, so to speak? It's Michael, Griffin. Good morning. You know, the answer is, when I think when Steve says he's not calling the bottom, you know, I think that commentary relates to the macro environment is, you know, likely gonna remain choppy near term. You know, the Fed appears to be coming to the end of their tightening cycle, but, you know, it's not definitive. We don't know whether rates will stay, you know, higher for, you know, a more extended period of time. I think as we, you know, evaluate the company and we look at the price throughout the intrinsic asset value, even on a stress case, you know, we think it is heavily discounted, right? We think that the pricing has become irrational. You know, every day there's negativity about office in the media. You know, some of that's warranted, but we think, you know, that's the whipping boy for today. So that's going to continue, and that obviously has an effect on sentiment. So it's gotten a bit extreme, right? I think our action is a reflection of that. As we stress the valuation and we have, you know, we think there is a significant margin still. That's helpful. Maybe just one on leasing for Glen. I guess ex-Citadel this quarter is about 200,000 sq ft of leasing. Was there anything really driving that? Do you have any big updates on, I guess, the move-out at 770 Broadway? I think there's potential expiration at 1290 AOA. I think it's with AXA Advisors. If you could just update us on that would be great. Yeah, sure. The color on the 200,000 sq ft that we leased outside of Citadel was substantially PENN 1 and then some strong financial service deals, at our Plaza District buildings, you know, with rents that started at $83 per sq ft, cash marked the market at 13% on those deals. So Hello? 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. That was the first quarter non-Citadel activity. As it relates to 1290, 770 and other expirations this year and in 2024, you know, we're obviously in the market, we're seeing very strong demand for those properties. If you think about the portfolio, we think it's the strongest in the city, 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. A lot of our pipeline is at the 1290s, the 770s, the 280 Park Avenue, the PENN 1, et cetera. We're out there. We're already in paper on a lot of space at some of those assets. I feel good about those properties and those spaces coming back in terms of making matches with the tenants who are in demand in the market right now. Griffin, I may just add to that. I think I mentioned this in my opening remarks. You know, if you look at what's happened in the market, right? The new trophy space that was delivered, which has seen record rents, you know, significant demand, that's largely spoken for. I think we talked last quarter about a broadening out of tenant activity. You know, not everybody wants to pay high $100-$120 sq ft rents. You know, well-located, redeveloped, you know, assets, you know, near the transit hubs are, you know, what is seeing that demand. You know, the buildings where we have holes in them, the 280s, the 1290s, et cetera, you know, we're seeing very good tenant activity there. You know, rents are starting to move up in those assets. 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, you know, the new buildings and these redeveloped assets that are well-located. Proximity to transit is critical. Obviously, the state of the building's, you know, important. You know, that's a continuing trend we're seeing. You know, we're pleased with the activity at a number of our assets that are consistent with, you know, 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 singular aspect of suspending it at this time. Two questions on that. One, do you anticipate your share count will be reduced by year-end? 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? You know, John, I think that, we anticipate the share count being... Yeah, I think it all depends on the execution of the buyback, right? We're gonna monitor the marketplace and decide, you know, when to execute, how to execute. I think it's difficult to answer your first question today. Obviously, the dividend wouldn't get paid out until year-end. The likelihood is the share count could go down and then, you know, back up, you know, as Steve alluded to in terms of, similar, you know, we increased the stock dividend. Then, you know, issuance, you know, again, when it comes to year-end and we evaluate, you know, how to pay it, you know, everything will be taken into consideration. You know, we'll evaluate the cash versus scrip component and, you know, decide at that time based on what we've bought back and, you know, how much we generated from asset sales, you know, 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 10%. Sorry, go ahead. I'm remote, and my equipment stinks. So sorry if I cut out and come 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 gonna say, it makes sense to buy back at these levels, I suppose, at a 10% implied cap rate or so. If you issue it back at 10%, then it doesn't really make an impact. My second question is. It does for an individual holder, John, it does for an individual holder, right? In other words, if you, right? All that's pro rata, as Steve said. If you hold throughout, right, you own more of the company going forward. Got it. Okay. My second question is on the leasing pipeline. I think, Michael. 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 boardroom. The, the issuance is pro rata. You own exactly to the penny the same percentage ownership of the company that you used to own. 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 sq ft in negotiations currently. I wanted to see how that compared versus the last quarter. I think you mentioned last time it was 1.2 million sq ft, 275,000 being finalized. I know those terms are a little bit different. apples to apples, where does your pipeline compare today versus a few months ago? Hi, it's Glen Weiss, John. I would say it's very consistent. When we talk about 400,000 feet out, that's leases, documents in negotiation, where the term sheets are final and the lease documents are being 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 a rhythmic back and forth on the deal-making. It's consistent, I think, quarter-to-quarter, what we're seeing. You know, mainly the activity is financial service and law firms in that pipeline. But across the board, I'd say that the rhythm of the deal-making, the tenant demand, the tours, you know, have been consistent the last, you know, call it two to three quarters. Can you break that out geographically? I would say, you know, between PENN and Midtown, you know, for us, you know, pretty well averaged out between the two sub-markets. In Midtown, mainly the Plaza District buildings, which 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. Notice you completed a refi on Rosslyn 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? Yeah. You know, Camille, look, I think every asset is an individual situation, right? In that particular situation, it's not a large loan. We de-levered it a bit, and, you know, our job is to, you know, find the best lenders for each situation. You know, it was a good execution. You know, as a general matter, I agree with your first comment. You know, the markets are challenging, spreads have widened out. Again, it's asset dependent and sponsor dependent. You know, there is capital out there. It's not robust by any measure, there is capital out there for the right sponsors, right assets. You know, with good term or at the right, you know, loan-to-value levels, you know, the spreads, albeit wider than, you know, a couple of years ago, are still, you know, are still okay. You know, I think it's where you have assets that are, you know, higher levered or where there's much more, you know, volatility in the income stream near term where it's more challenging. Look, I think Rosslyn was a small asset, good execution, and reflective of, you know, a high-quality location. My take on this, Camille, is markets are extremely hostile. This is the time in the cycle where you're best to not have to refinance or finance. If you have to finance, you're at a huge disadvantage. One of the things that I like about our strategy is we have very little that we have to finance, especially with our cash hoard, which is financing our and construction. The markets are really hostile, and the best bet is just stay out of them. You were cutting out a bit, Steve, but I think I got parts of your message. Thank you. Just switching, in the last quarter, Glen talked about the opportunity of converting s howroom space at the MART to office. I was wondering how that specific business plan is progressing and how interest has been tracking so far into April? The casual business departed for Atlanta in the fourth quarter. We're now preparing that space for office leasing. In general, we, you know, we have a pretty good pipeline in Chicago. Our amenity program will be complete by June. We're gonna be out there for NeoCon and another broker event this summer, which we're looking forward to really bring the program out to the market. You know, the pipeline is good in Chicago. The market is tough. There's not a huge lot of tenant demand, particularly not a large tenant demand except the present. Our showroom business continues to perform. We've leased about 60,000 sq ft this quarter at $60 starting rent on the showroom business. The Office business, you know, we've leased over a 500,000 sq ft of office the last three years. We have modest expirations the next three years. you know, we're grinding 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 MART. Starting to feel better, certainly, you know, tough conditions in Chicago as we sit here. Our next question comes from Julien Blouin with Goldman Sachs. Please go ahead. Hi, good morning. Thank you 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 delever via asset sales for the next 24 months. 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? Julien, you know, I had seen your, I guess, Caitlin's note, I was a little surprised by the comment about, you know, no assets those next 24 months. I don't think we said that on the last call, you know. I think we said it's a more difficult market to sell assets in, I don't think we said we weren't going to try to sell assets. You know, I think we said we're gonna be targeted, you know, recognize that, you know, you have to be realistic and thoughtful about what you sell. You know, I don't know that our outlook has changed that significantly. It continues to be a difficult market to sell assets in. You know, we think we have some that, you know, as we think about which assets we wanna sell, it's a mix of retail and office assets. We do think they're salable. I think, you know, your, I think your comment sort of at the end of, you know, that while the market may not be as strong or as strong as it was, you know, and pricing's been impacted, our share price has been impacted more. I think that's exactly 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, you know, we do like that pricing. The answer is, you know, we're not a poor seller. We don't have to sell anything. We're gonna be targeted. We think we can execute some sales. We have some dialogues going on certain assets. We're gonna pursue sales on a couple of other things that probably, you know, were not in our thing a little bit earlier in the year. You know, our expectation is we're gonna be able to execute on some of that. You know, given the uncertainty in the market, I'm not gonna guarantee it and nor are we gonna, you know, be forced to sell anything. We'll, you know, 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. Dylan on here. you know, just touching on the asset sales, I guess, you know, do you guys have anything in the market today? 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? You know, Dylan, we're not gonna get into specifics. The answer is, we have discussions going on a few assets. You know, this is not generally a market that you blast things out. You know, you gotta focus on who has capital, willing to deploy. I will say there are a number of investors that view this as an interesting time to enter New York. In some cases, you know, there's decent duration on the leases. Other cases, you know, it's more traditional, you know, rollover in terms of buildings, you know, a certain percentage every year. As I mentioned, it's a mix of both retail and office. Not gonna get any more specific to that until we have something to announce. As I said, we do think that they're executable if you're, you know, if you, if you find the right investor and you're realistic on price. Okay, that's helpful. Just, you know, we're three years through the pandemic. You know, office utilization still remains fairly low relative to the 2019 levels. I was just curious if you guys have seen any changes with regards to how tenants are building out their space. This is Glen. Generally, I would say, you know, more collaborative collegial spaces, open workplaces, like, you know, I always call it hangout spaces. You know, if you look across the portfolio generally, you know, you're still seeing some private office mixed with the traditional cube open areas. You know, in terms of densification, you know, some industry types are more dense, some are same density they were. It's really a mixed bag. I wouldn't say a consistent, you know, layout of any industry type as you relate one to the next. You know, generally, I don't think there's much of a new theme than what we've seen previously other than, you know, the quote-unquote, hangout, collaborative, collegial environment. I mean, the one thing that we have focused on in terms of the workplace is what we've done in the buildings, particularly PENN 1, what we're doing PENN 2, what we've done at the MART, what we're gonna do shortly at 1290, where we believe tenants wanna be in these buildings because of the way we have really improved the experience when you first enter the asset. The first experience, that impact we think is most important to our success. When people come in, they're comfortable, they could eat, they could drink, they could hang out, they could, you know, go to the gym, whatever they're gonna do. We look at it like they're coming into a concierge hotel environment. 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. Yeah. Years ago in 2018, which seems like another world, you hosted Seinfeld at 555 California Street for investors. stay with me. Jerry's bit was about, "You know me. I could be anywhere. Why am I at a tent in San Francisco?" Steve, now 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. I guess the question, how do you envision what's it gonna take for Vornado to get past this environment and emerge stronger? Well, I need to get Jerry Seinfeld to help me answer this question. You know, 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. they have been struggling because there is a cadre of employees that are sort of fighting coming back to the office. I think that over time, if you go back, if you go forward rather, 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 clear people wanna be in the cities. The apartments are full, the restaurants are full, the cities are full, the streets are full. There is a 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. Our next question comes from Vikram Malhotra with Mizuho. Please go ahead. Thanks for taking the question. 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. 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, you know, 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 the... You know, your debt is fixed now. I'm assuming you had outlined I think a $0.50 impact, and that was to FFO, I know. You had outlined various impacts that you'd baked in. I'm just trying to bridge the two numbers. You know, what has changed in driving that projection lower from here? Can you just, you know, 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. If you read the Boston Properties CFO's comment in their earnings call, you'll see basically exactly the same statement that I just made. What I'm saying is that we right-sized the dividend, and we left room for asset sales. Okay. That makes sense. The under- um... Yeah, yeah. Yeah. Go ahead. Go ahead. I'm sorry. Go ahead. I was just gonna say, you talked about asset sales, not knowing, you know, where pricing is or what could be achieved. I'm just. You know, from your vantage point, we've seen a variety of different trades. Some in New York, some in California, you know, with handles that are. You know, we probably didn't think we would see this maybe a few years ago, $300, $400 a foot. You know, some other buildings are maybe higher. I'm just trying to understand, A, how are you identifying what assets to sell? Then, you know, is there a point in which you just say the sale doesn't make sense, you know, 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? You know, 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, 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. You can count on a couple of things. We will be very selective. We are, we are not in the wholesale selling business. If we do, by the way, we know how to walk away, we know how to say no. If we do execute, it will be extremely accretive. Okay, thank you. Our next question comes from Anthony Paolone with JPMorgan. Please go ahead. Yeah, thank you. Just on the PENN District, you know, apologies if I've lost the thread on just the back and forth with the press and your comments. 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, you know, the buildings and stuff that you're doing that's in the sup? You know, 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 quite gotten that far. We have already in the PENN District done heroic accomplishments. We did the Moynihan Train Hall in a private-public partnership. We did the widening of the Long Island Railroad Concourse. We have retail on both sides of that concourse. We completed the 730-odd thousand sq ft Facebook deal in Farley. We have done a massive and very successful renovation PENN 1, where we have driven the rents from $55-$60 to the sunny side of $100 a foot, and delivered value to our tenants. We are in the middle of a billion-dollar renovation of PENN 2. We, together with that, we are doing area-wide improvements, infrastructure to the public realm, and we're gonna take a breath. The prospect of doing ground-up development, we will likely start with an apartment project. 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. Just one just maybe clarification question for me, or just re-reminder. Like, if I look 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 there, you know, any thought that those holders could exercise? Am I looking at that right? Michael or Tom, you're gonna have to help me with that one. Yeah. Anthony, 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. I know the, you know, the loans there that matured, or you're still talking to the lenders. Just, you know, how we should think about that. Is that a situation where, you know, you are prepared to walk away from the assets? Specifically as well, that one mortgage, 640 Fifth, which matures next year, which is one of your loans that is recourse to the company, what should we think about the plan on that specifically? Michael? Morning, Nick. You know, on the first asset, St. Regis, which we talked a little bit last quarter, you know, that continues to be in discussion with the lenders. You know, we're, I think, getting towards a mutually acceptable resolution there. Hopefully that'll be done in the next, you know, 90 days. You know, with respect to 640, which matures next May, you know, that's something that, you know, we've started to work on now, start to gauge the financing markets, you know, talk with an existing bank loan. Obviously, the existing lender is somebody that, you know, we'll continue to have discussions with as well. Too early to tell exactly what's gonna happen there, but obviously, the intent is to, you know, is to refinance that asset. And, you know, whether we do it at par or pay it down a little bit, but the expectation is, you know, that asset will get refinanced. I will say, Nick, I think one interesting dynamic, you know, sort of, two, three, four years ago, right, retail was a four-letter word. Nobody wanted to touch it. That's changing. You know, it's changing. Unfortunately, you know, office is now in that category for most people. For retail, it's flipped. You know, retail is, I think, people view the worst is behind us. The capital markets are more constructive, both investors as well as lenders. You know, yes, they have to sort of understand and think about how to deal with above-market rents in some cases. You know, I think in general, the capital markets are more constructive on retail today than they have been in a few years. Okay. Yeah. Thanks, Michael. Just one other question is going back to the, you know, the commentary on a potential buyback. You know, I mean, the debt capital markets right now seem as bad as they've been for office since the great financial crisis. You know, there's a bearish argument that maybe the lending markets don't come back in a way that they existed in the past decade. It seems to me that if, you know, if you're talking about asset sales to fund a potential stock buyback, there's implicitly, you know, a view that you think the lending markets improve. I guess I'm wondering, you know, why make that call now instead of you know, 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 even reward your stock price more so than a buyback. Michael, why don't you try that? Yeah. Nick, I mean, just to be clear, I don't think we said, you know, buyback and not. I mean, when we said 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. As Steve said earlier, you know, could be funded largely from retained cash from the dividend. In terms of asset sales, yeah, I don't think we've said anything about, you know, that's just oriented towards buyback. You know, if we execute on asset sales, of course, we're gonna look at, you know, the proceeds and what the best use for that is. You know, we're very mindful. Like, our number one priority is making sure our balance sheet remains strong, we can tackle anything. You know, de-levering certain situations or pushing out maturities by paying down, you know, of course, that's gonna be in the toolbox. We agree. We, you know, we're gonna focus on making sure the balance sheet's strong and, you know, asset sales are gonna be used for a variety of different things. Appreciate it. Thank you. Our next question comes from Ronald Kamdem with Morgan Stanley. Please go ahead. Hey, just a couple quick ones. I was looking at the cash flow statement and looking at the $92 million of operating cash flow this quarter. You know, 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 flowed through. 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, Ronald, definitely not. You know, I mean, again, nothing has changed. No. You know, on the OpEx. Maybe there's some seasonality. You know, 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. Just the last one, just on the refinancing, you know, you already hit on the Fifth Avenue property, which I was gonna ask about. Any comments on 280 Park, as well, which is coming next year? Just any general color when we're thinking about the model, what sort of rates, potential pay down, how are you guys thinking about that? Thanks. What I would say as a general comment, Ronald, is your existing lender is your best new lender. I think most lenders appreciate that, you know, it's gonna be difficult to refinance certainly large assets for the foreseeable future. They're gonna have to work with their borrowers, you know, sponsors they feel are the right stewards of the asset, which, you know, I think clearly we are. I think on a number of these situations, you know, you're gonna see extensions for these loans. In some cases there might be pay downs, in other cases there might not be. The answer is, discussions have started there, and we'll see how they ensue. You know, I think on these larger near-term situations, you know, I think the lender, the lenders and the 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? Two, just given all the stories that we hear about, you know, just the state of San Francisco's office market, what's going on with leasing in the building, the Montgomery Street box, et cetera? I'll touch on the first, and then I'll have Glen touch on the second, Alex. You know, it's, you know, it can be a bit frustrating when things are written which are just not fact-based. You know, there's this notion that 555 was in a workout or there was something, you know, going... The answer is, the 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 of five-year, one-year as of right extensions, right? By as of right, if you want the additional term, all you have to do is send in a letter and you get it, right? Once a year, we're gonna send a letter to the servicer. We're gonna extend the loan, and that'll be that, right? 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. All the articles written on this thing, you know, nobody did their homework. By the way, there may be other situations like that. It bears understanding how the loans were structured and what the real story is, which, you know, everybody that wrote on that just got it dead wrong. In terms of the building, I'll let Glen talk about it. Again, it continues to be, I think, the best performing asset in San Francisco with just a premier lineup of financial service centers. Hi, Alex, it's Glen. You know. Michael, the rate is swapped. Yep. That's right, Steve. So the rate- Go ahead. Alex, first of all, it's really a seven-year loan. Right. a combination to the lender was structured as a two plus five 1s. Okay. It's really a seven-year loan. You know, 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, 6.5 years or something like that. The second thing is it's the best financial services building in the marketplace. It's full. Glen, you wanna comment about the quality of the building? 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 all you really need to know. None of them reduced in size. We're obviously in the market with The Cube 345. That's our only vacancy. It's 77,000 sq ft. You know, we finished the redevelopment obviously a couple of years ago. You know, we continue to show it. The campus, you know, the three buildings has performed perfectly during this period. It's clearly shown that it's the best asset in the city. Okay. I appreciate both comments. Thank you. You'll pardon us if we get a little bit annoyed at the misinformation. That's the beauty of these earnings calls. This concludes the question and answer session. Any questions, please. 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, but 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.