Good morning, and welcome to the Vornado Realty Trust Second Quarter 2020 Earnings Call. My name is Richard, and I'll be your operator for today's call. This call is being recorded for replay purposes. I will now turn the call over to Ms. Cathy Creswell, Director of Investor Relations. Please go ahead.

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 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, 2019, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 for more information regarding these risks and uncertainties. The call may include time-sensitive information that may be accurate only as of today's date. The company does not undertake a duty to update any forward-looking statements. On the call today from management for our opening comments are Steven Roth, Chairman and Chief Executive Officer; and Michael Franco, President; and our senior team is present and available for questions. I will now turn the call over to Steven Roth.

Thanks, Cathy, and good morning everyone. I hope all of you are continuing to stay safe and healthy. Yesterday, after the close, we announced a very important 730,000 square foot lease with Facebook at our Farley Building. We normally don't go for the drama of timing deals with earnings calls, but this one just worked out that way. This deal has been in the works for a while, and has not been a secret in the marketplace. People have been speculating, will even a great company such as Facebook commit in the middle of the pandemic crisis? Will they commit their physical assets in light of all the work from home stuff? Will they continue to expand in New York, effectively doubling down? We now know the answer to these questions is yes. This commitment is a dramatic statement from one of the most important global tech companies, that even in the midst of a pandemic, commerce must continue. This deal reinforces New York City as a great and unique place to do business, with an unlimited highly educated workforce. New York continues to be the place to be. Farley is a unique property like none other in New York that occupies a double-wide block. It is actually part of the Penn Station Complex, the busiest transportation hub in the nation, across the street from Madison Square Garden. Most importantly, this deal further validates the west side of Manhattan as the place to be, and it further validates our plans to redevelop our 10 million square feet of Penn District Holdings into the bull's eye location in New York. Facebook's commitment here expands our longstanding relationship with them at our 770 Broadway property, with a lease of 757,000 square feet. Facebook is now our largest tenant by both revenue and square footage. Kudos to Glen Weiss, our deal captain, and to Barry Langer, who led construction and development support. 220 Central Park South is the most successful residential development ever. We are 92% sold or under contract, and we are now reaping the financial rewards from it. Year-to-date, through July, we have closed on 13 units for net proceeds of $598 million, all of this during the health crisis. From inception through July, we have closed 67 units for net proceeds of $2.42 billion. We expect closings in the balance of the year will bring in an additional $496 million in net proceeds. Our current liquidity is $3.8 billion, including $2.1 billion of cash and restricted cash, and almost $1.74 billion undrawn under our $2.75 billion revolving credit facilities. Adding in the $496 million coming in from 220, we might say our liquidity this year now stands at $4.3 billion. Consistent with my comments in my Shareholder Letter in April that we would be more aggressive in selling assets given the persistent discount in our share price, our management and board believe that in this crisis period, a dividend should mirror our taxable earnings. Accordingly, last Thursday, the Board concluded to rightsize the dividend to $0.53 per quarter. By the way, I'm not a big fan of paying dividends in stock. To be honest, the recovery in the nation and in our city will be slow. The residential neighborhoods have decent activity and street traffic. The canyons of our commercial boulevard are not so much with office building census around 8%, and street traffic is very light. As you can imagine, it's really tough to be in the retail or restaurant business in these quiet streets. Most office tenants do not plan on coming back in scale until Labor Day or even until year-end. And it might even take a couple of years for New York's ecosystem, tourism, sports, concerts, Broadway, museums, restaurants, nightlife, etc. to return to normal levels. The headline of the day is that everyone will work from home, or almost everyone will work from home forever, which would, of course, have a negative effect on office demand and factors. I don't believe it, and I am betting against it. There will always be some work from home, even a little bit more now than we have Zoom, etc. But in the end, culture, productivity, collaboration, innovation, and talent happen in office buildings. That's my view on work from home. Now over to Michael who will talk about our earnings and about the markets.

Thank you, Steve. Good morning, everyone. I too hope you're all safe and healthy. Jumping to our earnings. Earnings for this quarter reflect a number of items, which were known or should have been known and expected. Second quarter FFO as adjusted was $0.55 per share compared to $0.91 for last year's second quarter, a decrease of $0.36. This decrease was reconciled for you in our earnings release on Page 5, and in our financial supplement on Page 8. A little color on a couple of these events, though. First, we've had some bankruptcies, which should not be a surprise in this environment. In particular, JCPenney, which has been on the brink for years now. We have no bone to pick with Penney's. Over the past 11 years, they have paid us $200 million in rent in Manhattan Mall. So we do have a $20 million hole to fill here. We have activity and interest for this property. It could be for retail or it could even be for last mile distribution, the hottest business in the country. The JCPenney and New York & Company bankruptcies were the lion's share of the write-offs in the quarter, which aggregated $45.1 million or $0.22 per share, of which $36.3 million was for non-cash write-offs receivables arising from the straight-lining of rents and $8.8 million was for bad debts. Second, as we had specifically guided on our first quarter call, what we call our variable businesses, which included Hotel Pennsylvania, BMS cleaning, signage, and trade shows came in as we had predicted, down $9 million per month or $27 million for the quarter, which is a $0.30 hit. When life returns to normal, or almost normal, we expect these businesses to snap back to prior financial performance. Cutting through these items, though, our core office business was essentially flat. Non-comparable items in the second quarter were disclosed in the press release on July 20. A little color on the largest one. We recognized a $305.9 million non-cash impairment loss on our investment in the Fifth Avenue and Times Square retail joint venture. This comes a little more than a year after we recognized a $2.56 billion net gain on the April 2019 transfer to the joint venture and related GAAP required write-up of our retained interest in these assets to the deal price, which was fair value. This should also not be a surprise since the general feeling is that these assets are worth less today than they were then. We ended the quarter with New York occupancy at 96.4% and New York retail at 83.6%, handling the JCPenney situation at Manhattan Mall estate. Now turning to leasing markets, given the uncertainty of the trajectory of the pandemic, as might be expected, there is limited albeit some new leasing activity throughout three markets, as most companies take a wait-and-see posture to see what the impact on their business and employees will be. The vast preponderance of office tenants are opting to renew their leases rather than uproot their organizations and spend money building out new space. That being said, tours have picked up a bit in New York in the past few weeks. We are responding to several new major tenant requirements. Evidence that CEOs still view offices as integral to operating their businesses in New York City has a deep and unique reservoir of talent. In addition, certain large companies in our portfolio that had positive renewal discussions at the outset of the crisis have now picked them back up as they focus again on the future and have the confidence that they need to maintain that space on a long-term basis. But to emphasize the point that Steve made earlier, the trend of users wanting to be in the best product with the most modern amenities and healthiest environments will only accelerate coming out of this health crisis. Importantly, as the market recovers from the COVID pandemic, our New York office expirations through the end of 2022 are modest and portend well for the stability of our cash flow, amounting to only 1.8 million square feet or 10% of our portfolio, at an average of only 4% per year at a weighted average expiring rent of only $76.53 per square foot. The retail environment is very difficult, and this crisis is accelerating to shake out the weak and poorly capitalized retailers. JCPenney, Neiman Marcus, J Crew, Brooks Brothers, and so on. We've taken our share of this, just like all the other retail landlords. Most retailers are focused on survival, and few are focused on opening new stores. The few strong and healthy ones are as evidenced by our recent deal with Target on the equity side. Ultimately, retailers need visitor locations and the best locations including the high streets of Manhattan will survive and thrive. But it will take some time to be painful getting to the other side. For sure though at our current stock price, the worst that retail has been more than fully priced in. With the city reopening for construction in mid-June, our development efforts have resumed in the Penn district. At Farley, we are targeting a December opening at the Moynihan Train Hall, along with some limited retail openings and first delivery of office space in January 2021. Retail demand is strong here given the expected daily foot traffic. Farley, PENN 1, and PENN 2 are the center point of our vision to transform the Penn district, the new eco center of New York, where we will be delivering for tenants cutting-edge, next-generation, health and wellness environments, amenities, and services unmatched anywhere. Even during the shutdown, the reactions in the brokers community and multiple prospective tenants for PENN 2's bustle design have been outstanding. We are confident this is exactly what tenants want as we emerge in a post-COVID world. As we have said before, these three large Penn district projects are debt-free and are being funded out of our balance sheet, including the aforementioned proceeds from the 220 Central Park South closures. As these projects are completed and leased up, they will generate large accretive earnings. Beyond our developments, broader district improvements continue to progress also. The 33rd Street Long Island Railroad entrance is almost complete and on schedule to open this December, adding another signature element to the district and improving the experience for commuters. Turning to the capital markets, they have basically been on hold for the past few months as lenders and investors assess the virus's impact on the economy and real estate. The real estate financing markets are beginning to yield. The lenders are still in triage mode and highly selective in what they finance. Spreads are wider and terms more conservative. So with the base rates down, all-in coupons are still very attractive. As always, the spigot opens with a focus on high-quality assets and sponsors, which we benefit from. We think over the next 12 to 18 months, it will start to become a borrowers' market with rates at historic lows. With the Fed pumping liquidity into the system and planning to remain accommodative until the economy recovers, interest rates are likely to remain low for as long as we can see. This should make the yield on assets with long-duration leases look increasingly attractive to investors, particularly in relation to fixed income. Spurring them off the sidelines may even result in cap rate compression given the spread of treasuries. Lastly, our management team has been thinking a lot lately about the future of cities. Nothing is certain, but for hundreds of years, cities have endured as central gathering places for work, living, and culture and as cradles of creativity and innovation. We believe this will continue to be the case. New York is a world city, and notwithstanding a few bumps along the way, New York will continue to thrive. With that, I'll turn it over to the operator for Q&A.

And our first question online comes from Steve Sakwa from Evercore. Please go ahead, sir.

Michael or Steve, I didn't know if you could maybe just address in general how the economics on the Facebook lease might have changed. Over the past nine months, I realized this lease has been in negotiation for quite some time. So I know you left the yield unchanged in the supplemental, but anything that you could talk about on rental rate or concession packages or kind of how that might have evolved over the course of time would be helpful? Thanks.

Thanks, Steve. Hi, how are you? You are healthy? Good for you. So listen, we think this Facebook deal is a monumental milestone both for the city in the middle of the pandemic, and also for the west side of New York, and most of all for Vornado's plans in the Penn District. So that's step one. Step two is, it has been a long haul. It's an important deal, it is a big deal. Neither party flinched at all during the entire period of time. We were - both parties were committed to the deal and worked hard with various teams to complete the deal in what was a very complicated transaction. Now the Facebook, the Farley Building as I think you know, is a very, very, very differentiated, unique, and marvelous piece of property. It's a double block-wide, which means it's a low-rise campus. It's a vertical campus, and the floors are enormous. Our teams made a trip out to the West Coast a couple of summers ago, and we learned a lot from that. One of the things that we learned was the way these tech companies like to work, they like to work on large campuses, they like large floors, they like low-rise buildings, and they like amenities for their employees. They have restaurants, workout facilities, dry cleaning operations to take care of their employees, bicycle storage, and everything you can think of, and that's something that the Penn District will provide, and the Farley Building will provide. The deal, as a policy, we do not talk about the specifics of the business terms of deals with our clients. Their privacy is important. We disclose what's appropriate in our documents, and there will be certain disclosures in our documents about this deal as well. Having said that, the deal is within the parameters of our original underwriting. To be honest, there was a little bit of give and take at the end as a result of the environment, but it's absolutely within the parameters of our underwriting. With respect to the disclosure in our documents, we will re-underwrite these numbers and publish new and updated numbers in our 10-K at the end of the year. Remember, there are two components to the Farley Building. There is the Facebook deal, which is now fixed, and then there is the retail component of it, which is 120,000 square feet, a very important retail. And I’m sure you know that there is an enormous confluence of pedestrian traffic that will come through the Farley Building from Manhattan West, from Hudson Yards to get to Penn Station. All of that retail funnels through the retail portion of the Farley Building. So we're extremely excited about that, and we are working on the rents. So, we will not re-underwrite this deal until we have more visibility in terms of the retail rents, and that won't be until after the first of the year in the 10-K.

I guess for the second question, just to kind of follow-up on the JCPenney's. I can't remember, Steve, if it was you or Michael that sort of just talked about last mile distribution as being a potential option. I mean, can you help us sort of think through that space and the timing and how you might sort of perceive a whole redevelopment and what might all go into that?

You know, I can't be much more specific. The JCPenney, I think we made the statement that we don't have a bone to pick with JCPenney. They paid us, I think the exact numbers, $194 million in rent over the last 11 years. So they don't owe us anything. They've been teetering for a while. And so, their bankruptcy was absolutely expected. The space that they occupy is brilliantly located in the middle of the island. It could be for a retailer. It could also be, as I think it was, in Michael's script, it could also be for a distribution last mile - last mile distribution center. That's the hottest business in the country right now. The scarcest product is in the dense metropolitan areas of which New York is the densest to get space which can satisfy that requirement with enormous loading facilities and the ability to get panel trucks on and off the streets. So the JCPenney store, which is a department store, which has a very large shipping and receiving component, which we have the ability to enlarge, is such a piece of real estate that might qualify for that. So, as you can imagine, we are going to be talking to everybody. I do not believe that you should expect that we're going to re-let this space quickly. This will be a long slow slog.

Our next question online comes from Manny Korchman from Citi. Please go ahead.

It's Michael Bilerman here with Manny. Steve, in your commentary, you said it was a great time to be looking through the fog and putting capital to work. And I wanted to know how you think about that from a Vornado perspective? And do you think about the Facebook deal now being official, the progress you've made on PENN 1 and PENN 2, would you be more aggressive in, let's say, taking down Hotel Penn to position yourself for the eventual next cycle? I guess, what are you thinking about in terms of putting incremental capital to work?

First of all, we're in great shape. We have an enormous amount of liquidity on our balance sheet, that liquidity is growing. The Farley Building basically takes a multi-billion dollar asset out of risk and puts it into the secure financial asset. We have two very large buildings that we are talking about recapitalizing, which will generate, if our plan is successful, an enormous amount of additional capital. So if you pardon the expression, we're loaded. We didn't see the pandemic coming, but we saw the end of a long expansion coming. And so, we prepared for this. So the first thing is our balance sheet is in great shape and we are doing things such as closing to 220 Central Park South, such as the Farley lease, such as the 555, 1290 buildings which are in the marketplace now. We're doing things to continue to augment our liquidity. Your comment specifically went to the Hotel Penn. I don't really have much to say about that except that, as we continue to march along from the Farley Building to 2 PENN, to 1 PENN, etc., the Hotel Penn is arguably one of the top two or three development sites that are available in the city. By the way, at 350 Park Avenue, many of the people in the marketplace think is the single best development site. Just so you know. The issue is that Hotel Penn, in order to execute on that, you have to pay par. In other words, you have to build the building and view - the land has a certain value, and you're paying par for that. It's not impossible that in this cycle, which I think is going to be a soft cycle for a while, that our capital will be able to attract a transaction or other transaction where we will be able to buy great assets at less than par. So we have all the capital we need for our development program. I will remind you, which I think we've told you multiple times over the course of the last period, that the Farley Building has no debt on it, it's unencumbered, 2 Penn Plaza has no debt on it, it's unencumbered, and 1 Penn Plaza has no debt on it, it's unencumbered. The capital plan for those buildings is complete Farley, and our development plan is, I don't know, pick a number, $1.5 billion, which we have sitting on our balance sheet ready to go. So we can complete all that with no debt. We're loaded, right, and we believe we've been through five or six or seven cycles. The time to invest is when things look a little bleak. And I use the word look through the fog intentionally. So we are alert, we are active, and we are interested in growing our business and taking advantage of the marketplace. The other thing, by the way, as I said and Michael said, we've been through this multiple times. The capital markets right now are what I call them, they are sticky. They are not fluid. Lenders are appropriately concerned and the future is uncertain, and lenders are appropriately cautious. You run this out a year, a year and a half, and that will all change. There is a flood of liquidity. The chaos and the fog, so to speak, will begin to start to lift and it will become an aggressive borrowers' market. And you put our balance sheet together, borrowers' market, low interest rates, etc., this is a good time to be in our business.

The second question was just thinking about your commentary around New York, and you just talked about being soft for a while. In your prepared remarks, you talked about the ecosystem in New York returning to normal in a couple of years, and you think about putting aside the announcement obviously of Facebook that you've had overnight. There is obviously a lot of retail vacancy, a lot of crime. There has already been, pre-pandemic, an exodus of very wealthy people out of the tri-state area, Starrett-Lehigh, Peper, Icon, etc. We have a political situation in New York City that is not very sustainable. We have the density issue. What gives you the confidence that we can rebound?

That's a combination of many physical questions and political questions. First of all, you mentioned putting Facebook aside, but I don't want to do that. It's a monumental deal, and I'm incredibly proud of the achievement. I'm proud of Glen, Barry, our teams, and David and myself. New York is a world city, and it has been for a century. It has a vast array of cultural, business, and talent infrastructure. Each time we face challenges, New York comes out even stronger. I prefer not to comment politically on the city's current management; everyone has their own views on that, and we respect that. However, I believe New York's infrastructure will prevail as it always has. I love cities like Nashville and Austin; they are great, but they simply can't compete with New York in terms of size, workforce, and nightlife. Consider that New York has eight professional sports teams across various sports. No other city can match that. New York has a massive building infrastructure, and we feel it will continue to thrive despite some current issues. I dislike the homeless situation and certain other problems, and I'm not in favor of defunding the police. Ultimately, I believe New York will triumph.

Thanks for the time, Steve.

I would just add to what Steve said. In addition to all the infrastructure that New York has, it has a pool of talent that is totally unique. And so if you think about not only Facebook's commitment but, as I referenced in my comments, there is some rumored press on at least a couple of these things. Major companies from various different industries are looking beyond this short-term period, which we anticipate is indeed short-term. We're going to have a vaccine or therapeutics that look like are near-term. And so, the health issue is going to come off the table. We're going to get back to business. And these companies, which are significant and extremely important, well respected, they're looking out and saying, where do I want to continue to grow my business long-term? Where can I access the fund? And they're focused on New York in scale. And so, I think this is not us just buying the sky. These are major companies that are global leaders that are going to continue to be the winners that are reaffirming their commitment to New York, not to mention what we've done in our own little district with Facebook.

Our next question online comes from Jamie Feldman from Bank of America. Please go ahead.

Can you talk about the implications of the Facebook deal on 770 Broadway and what their longer-term plans are there?

Jamie, it's Glen. How are you? The Farley transaction is not at all connected to the 770 lease, number one. Number two, Facebook loves 770. As a matter of fact, they're building more floors, as we said on this phone call this morning. So there is no connection between one deal to the other. If anything, I think the Farley transaction reflects the very strong relationship between the companies, which is growing from our initial deal back at 770 some seven years ago.

Jamie, I would add that Facebook has talked to us about growing in that building and taking the entire building, and those conversations are continuing.

And then as you think about, now that Farley is done, can you talk about the conversations around PENN 2. I mean, what does that depth of demand look like? I know you've got some time before that project is completed, but just - that's certainly next step to the plate?

It sure is. So the first thing is that, I'm sure you have, but I ask you again, take a look at our website where we have a fairly large picture book of what we are going to be doing at 2 Penn, what it's going to look like, what the amenities are, and what services we're going to bring to our tenants. And by the way, we look upon PENN 2 and PENN 1 as a campus, because those two buildings will be interconnected. So we have basically a 4-plus billion square foot campus on top of Penn Station, which I submit is an unbelievably scarce asset. The development plan for 2 Penn takes the better part of three years, but that's what it takes. So we have lots of time in terms of the leasing. We are going to basically - Glen is basically going to stay out of the market for the next year. We're not even going to entertain, well, if something comes along, maybe, yes, but basically our intention is to not start to lease it for a year when the market begins to see some better visibility into what the product will look like. Now there was some conversation in past calls where we said that we had a 400,000-foot anchor tenant to whom we were talking. I said in last quarter's call that conversation has, as expected, gone into pause. Not gone away, gone into pause. The major tenant in that building now is someone called Madison Square Garden. They have been in that building for decades. That building is adjacent to their business. So you can put two and two together, but that’s the status report on that. The other thing, by the way, is the design of the building with the bustle creating the overhang, creating the prominence, creating the entrance to Penn Station, etc. has received universal applause. We are pleased about that. There is an elephant company that's in the marketplace that is looking to, by the way, also look at both 350 Park Avenue and 2 Penn, which is an interesting combination of locations. Their boss basically said that going through the renderings and the presentation, he thought that the design and the bustle were an extraordinary piece of architecture, and we agree with that.

Thanks for the information. You're saying that the tenant interested in 350 Park and 2 Penn would only consider one of the locations.

Glen is good, but he can't sell a space twice. No, they would only take one.

Our next question on the line comes from Alexander Goldfarb from Piper Sandler. Please go ahead.

So this tenant that Glen is discussing for both.

Alex, the first thing you should say is - hey Glen and David congratulations on this Facebook deal. That's the first thing you should say.

Okay. That was - I could Facetime you my question list, and it says in red ink, Steve, congrats on Facebook. So that's fair. Next, I was going to give you a plug for talking to Steve Schwarzman, your buddy, about anchoring 350, but it sounds like Glen is also trying to sell him on Penn Station. So I look forward to that as well.

Well, first of all, I'll pass the congrats off to Glen and David. Second of all, don't make that conclusion. It's not a good conclusion.

As you know, we and the analyst community would never make bad conclusions. So first, to Bilerman's point, I mean Steve and Michael, you could have New York return to more of the communities, where New York office works, but the residential returns to a lower price point. That's certainly conceivable that you can have the two working in concert. But the two questions are, first, going to 555 and 1290, if you guys do more development in your portfolio, if you sell these two buildings, you would expose the overall VNO to more of a developed risk, etc. And they are tremendous buildings that I'm sure the cap rates are probably compressed over the past few months. In addition, obviously, you have Trump and there are all the people who love to write critical things about them. So it would seem like any transactions run that risk of headline risk. So how do you think about parting with these two buildings given that they really do provide great NOI that helps with the - as you redevelop Penn Station, do 350, etc., and then also speak to the political heat of everyone who nitpicks whatever price you pick that somehow there is something there?

Oh, boy, let me try to take that in pieces. First of all, I pay zero attention to what you call the political risk. We are the 70% partner in those buildings. The documents are rock solid. We make all the decisions, and by the way, that has been tested in the courts. So with respect to the fact that there is a partner in the building who is, he doesn't have anything to say about the decisions we make, and so that's fine. Step two is, don't draw the conclusion that we're going to necessarily sell the buildings. We have lots of different - as I said in my prepared remarks, it's a fluid situation. There are lots of options. We will pursue all the options. Our objective is to take capital out of mature buildings and have it available for more advantageous opportunities. So 555 - the book sales, you sell the worst stuff first and you save the best up for last. So in our discussions, we have talked about, are those the right buildings to begin to draw capital out of, or should we draw capital out of other buildings or what have you. It was our judgment collectively. I think I was on the side of this that in this very sloppy market, it would take an extraordinary building to get investors' attention and to get a price or a value that would be appropriate. So we have multiple billions of dollars of equity in these buildings, and I'd rather have the capital than the buildings. And that's my answer to your question.

They are some of the best buildings. So hopefully others wait for you guys to stay in it.

The point is, they are some of the best buildings in the country.

The second question is on the street retail. You took the impairment, which is non-cash, obviously reflects, as Michael said, the degradation of value from a year ago. How does this impact that preferred, and more to the point, I realize that the cash flows are still good. But if you think about ultimately trying to liquidate the preferred or when the leases roll that are underlying the preferred, how that - how the $1.8 billion is potentially impacted. So do you think you can get all your money out or when the leases roll, even if they roll where the current rents are. Is that preferred still money good?

Michael, why don't you handle that one?

Thanks for the model. What I would say on the preferred is, let's just go back, and because I read all the reports, just for everybody to clear on what the preferred is. The preferred was originally proxy for senior mortgage terms. So it sits on five of the seven assets in the venture, and it is in that first lien position. At the time of the transaction, it was zero to a little bit less than a 50% loan to value on those assets. So there's no debt in front of us on those assets. All the cash flow from all seven assets is available to service the preferred. But again, that is the first lien position on the assets. And while the loan to value is higher than the time of transaction, the value is still well above the preferred. So - and again, to remind you, there was a period of time where we did let pass before we can think about redeeming that preferred, which we have not yet hit. And then last thing I would say is, it's five separate assets. It can be redeemed in whole and in part as we elect over time. So as we sit here today, and on many of those assets, we have meaningful term on those leases, and we acknowledge that frankly, on many of those, if you had to rerun that today, those numbers would be lower. But we have a term. We don't know what the future holds, beyond five or six years. However, the market has stabilized, and recovered. Maybe not back to peak, but we're not in a vibrant market. Our belief is still that we can redeem the preferred, and the timing may be different for the asset.

Let me jump in on top of that for a second. The first thing is the preferred was structured by our teams in a very important, somewhat complicated transaction where we sold or transferred 50% of our major high street retail assets. So the preferred served a very important purpose. I look upon the preferred as a financial asset, not as a real asset. So I don't look upon the preferred as real estate; I look upon it as a financial asset, number one. Number two, I do not look upon it as being impaired on our balance sheet. If we thought it was impaired, we would have impaired it. So we look upon it as being a good financial asset. Number three is, we look upon it as a source of future liquidity. Should a certain timeframe pass, which is not very long coming, and should we decide that we wanted to liquefy that. So it's a financial asset, not real estate. It's good; it's good, and it's also a future liquidity.

We have John Kim on the line from BMO. Please go ahead.

Thank you. Glen, and David, congrats on the Facebook lease. Steve, I wanted to clarify your answer to Steve Sakwa's question on the yields at Farley being reassessed, and yet at the same time, the Facebook lease was within your original underwriting parameters. Is the yield going to come down primarily because of retail or is it the combination of the retail and the Facebook lease?

I don't think - the answer is, I'm not going to comment on that. The yield will come down if it comes down at all marginally. So the asset is within the tolerance of our underwriting.

And my second question was on the leases signed this quarter, 174,000 square feet, where the rents it was stated will be determined next year at fair market value. Was that specific to one lease or multiple leases, and does this Facebook deal have the same optionality?

It's Glen, John. The 174,000 square foot leases with one tenant; they exercised their five-year renewal option. The rent is the greater of market or the tenants' then rent. The rent gets set next fall of '21, just a five-year option for this space.

It was an international provision.

Yes. So what we had was, the conundrum that we had was that this was a lease that was exercised. So it rightfully goes into the count of how much space we leased in the quarter. But we had an unknown rent to be determined in the future by a process. So we had to put it into these - into to the square footage that was leased, but we could not put it into the mark to market because we don't know what the rent is. And by the way, this is, I think, we've been doing this for a long time. This is, I think - Glen, David, this is the first time I've ever seen this situation.

Yes, let me just add a word, Steve. It's David. So when a tenant exercises a renewal option, the good clause says that the tenant owns this space and has exercised it and has confirmed an additional extension period, whether it's five or ten years with the rent to be reset based upon that end market. The best clause says that rent will never be less than the rent that the tenant is currently paying, and that's in fact what this clause is here. So if tenant owns this space, we're going to figure out the rent next year, and it's not less than what the rents that the tenant is currently paying.

So this was originally in the lease and not a COVID-related clause?

This is an old, old lease where the tenant exercised an extension option, correct?

Our next question on the line comes from Vikram Malhotra from Morgan Stanley. Please go ahead.

Thanks for taking the questions, and congrats on getting Farley buttoned-up. First, just on retail. Can you help us bridge sort of the occupancy loss sequentially from the 90s to, I think, the low '80s this quarter?

JCPenney - principally JCPenney - Vikram, this is Joe. We took JCPenney because they rejected their lease out of the occupancy.

And what was the balance?

Joe, the JCPenney represents the entirety of the clause.

I don't know, Steve; Tom, do you have it handy?

Vikram, it was primarily JCPenney, and our finance team offline will give you the details and build it up for you.

And then just second on street retail again. Can you give us a sense, I think, over the next 12 or 18 months, you do have, you know not a huge amount but some exploration. Can you give us a sense of any larger tenants that may be up for renewal? And with those explorations, maybe any guidepost that's how we should think about kind of street retail NOI?

I think you're asking for guidance, Vikram, which you know we don't do. Having said that, do we have a list of the specific tenants in our disclosures that expire over the next 18 months? Joe?

No.

No. All right. So that's a question Vikram that I'm not going to be able to give you the guidance that you've asked for. I apologize.

Okay. No worries. And if I can just squeeze one more in?

Yes.

Steve, you correctly predicted many years ago, Manhattan kind of moving south and west, and obviously, there has been a lot of development in progress. Just your high-level thoughts, whether it's COVID related or new types of demand or new types of tenants coming into Manhattan. Do you foresee any changes in Manhattan, whether it's with lease structures or co-working or maybe a little bit more, so big, big firms maybe thinking about suburban and any kind of high-level cost if we look out over the next five years?

You know, that's a very, very, very sophisticated question, which obviously, we think about every single day in running our business. So a couple of things. Years ago, there was only one sub-market in the city where people would live, and that was the upper east side. Everything else was a mess. So in the process of being a mess, the other places, whether they be south or west or wherever, were a lot cheaper. And so, younger people started to move to those cheaper neighborhoods. They became gentrified and lo and behold now after 20 years of movement. The upper east side is the cheapest submarket in the city. What has happened is the city is sort of splattering where the traditional business district, the Plaza District in Park Avenue is becoming more and more of a finance center, and the new west side in Chelsea has become more and more of a creative center. And the way I describe it most of the time is that the people that wear ties go to the Plaza District, and the people who don’t wear ties go to the West Side. I see that continuing. Every company, whether they - even the companies that wear ties, especially the companies that wear ties, want to attract a younger, more creative workforce. Many of them are considering leaving their traditional locations and moving to the South and the West. There are many instances of that. The insurance company that took 61 Ninth from us was that. Many of the tenants that are in Hudson Yards today are traditional firms, banks, etc., who want to attract a different profile of worker, and so that continues. Now the other thing is that economics are important. As the West Side flourishes and gets to be a higher price point, other places will flourish as well. So now what's happened is Park Avenue can compete very well with the West Side on price. That's the way I see it. What I'm really saying is that, I think where people live begins to lead the marketplace and economics are really important. We have people who want to work. Right now is the perfect storm for the West Side of Manhattan. I guess, I'm talking my book just a little bit because I really believe it.

Our next question on the line comes from Nick Yulico from Scotiabank. Please go ahead.

Just turning to your cash same-store NOI in the quarter was down about 6% in New York City. Can you just talk a little bit more about what drove that despite Manhattan Mall and other issues? And I just wanted to be clear in terms of the deferrals that you're giving, is that - is that actually a negative in your same-store NOI? Are you - and when you talk about cash NOI or you excluding the impact of the deferrals when you're talking about cash NOI?

Nick, this is Joe. Let me give you a little background. Steve gave you the percentages of collections and deferrals that translate into dollars. So $48 million uncollected in the quarter, of which we deferred $21 million. We also abated $3 million, and we set up reserves for $9 million on collectibles. That $12 million reduces FFO, and FFO as adjusted, and cash basis NOI, and all the other metrics. We also went on a cash basis for revenue recognition for 56% or almost $9 million of all of the monthly rent not collected through the writing off of the $36 million of straight-line rents, which has the effect of putting those tenants on a cash basis. So going forward, more than half of all the rents not collected in the second quarter are now on a cash basis. While COVID-19 has given rise to a much higher level of rents not collected than we're used to, it's still relatively small on a company of our size with $1.7 billion of annual rents, and additional revenues coming from hotels and BMS, etc. And those numbers are in the NOI numbers. Now, deferrals are treated as cash collected for cash basis FFO, but not the write-offs, not the abatements, etc.

The only thing I'd add, Nick, is that the retail Joe referenced in terms of bad debt reserves and got the impact of the Forever 21 bankruptcy. The other aspects in terms of being down are really driven by variable businesses that I referenced earlier, whether it's lower clearing fees, signage, garage income, ratios, those are the drivers. Again, when life returns to normal, we expect those to return to normal.

I want to add one thing, Joe used the word abatements, and I think you mentioned $3 million or something like that. We are going to be very careful here. Abatements are anathema to us. We are collecting our rents. We are doing a very good job of collecting our rents. It's interesting the way that the better companies in the industry are all coming in about the same percentages. What have you? It is the rarest of rare things that we will agree to an abatement. As you can tell, the number of abatements that Joe just disclosed here is a very small number. Each of those very few abatements has a very specific reason why we do it. It's not the policy of the company to do it. We do it only very rarely and only in special circumstances. So what we've been doing is collecting cash rents and occasionally giving tenants a deferral, working with our tenants on the collection of that deferral in the following year, which is a very short-term loan. But abatements are a no-no, and I don't want anybody to get the idea that we're in the abatement business. We are not in the abatement business. Thanks.

Just, second question is going back to the Facebook deal. Did you make any changes to the existing lease at 770 Broadway?

Glen, we did not, correct?

We did not. No changes.

Okay. Thank you, everyone.

By the way, there seems to be a feeling amongst one or two of you all that how can Facebook take all this space. And maybe they've got extra space, and maybe that extra space is 770 Broadway. That is absolutely not true.

Our next question on the line comes from Manny Korchman from Citi. Please go ahead.

It's Michael Bilerman back with Manny. Steven, you discussed 555 and 1290 but did not decide on the direction to take, whether it be refinancing, selling, or possibly involving additional investors. Regarding refinancing,

Michael, hold it. We did say not making a decision. What we said was that we were in the marketplace to expose ourselves to whatever financial opportunities might be there, and then we will select what is best for us. It's not a decision.

You didn't make a final decision about which path to go down, because you're evaluating what the best outcome is for Vornado shareholders which is perfect.

Exactly.

Right. So - but you did mention on the refinancing of 555 potentially pulling in a $1.5 billion of total proceeds relative to the $550 existing mortgage, what would that be on 1290? Have you gotten a similar indicative quote, so at least in our mind we can think about what a refinancing option could bring in?

The answer is, not as much, and maybe not even - maybe not - nowhere near as much. And the reason for that is two-fold.

Okay.

The reason for that is two-fold. 555 California has a very low loan-to-value mortgage on it now, okay. So therefore, it stands to reason if we are going to refinance it, the proceeds would be very robust. The 1290 building has as an appropriate loan on it, and therefore, the refinancing proceeds would not be anywhere near as robust as 555.

Okay. And then one of the things you talked about in the near terms letter and also in the proxy was the whole element of the tracking stock. Where does that sit within all of the strategic priorities today?

It's still very much on the table. The genesis of that is to separate out the different components or at least two different components of our company, so that investors can choose what they wanted to invest in, whether they wanted to invest in the long-term high growth marvelous potential over the Penn Plaza district or whether they wanted to invest in our also wonderful, but more stable and steady-go office product. The answer is, it's still very much on the table and we will see. But in the throes of this financial crisis, this is probably not the perfect timing.

Right.

So that is not - that's not something that we're going to explain next month.

That's what I wanted to sort of get a picture of. I appreciate the time and I hope you and the team are doing well.

Yeah. Thanks, Michael. Nice to talk to you.

Our final question comes from Daniel Ismail from Green Street Advisors. Please go ahead.

Given the Facebook lease and other leasing you guys had done this quarter, are you able to share any noticeable changes in utilization and possible trends of de-densification by tenants?

We're talking to our tenants often through this since March. Many conversations revolve around what our tenants are going to build, what the design is going to be. I don't think, from a long-term aspect, any of the tenants really know yet what they're going to do long-term. I think everyone is kind of in a holding pattern in terms of how space will be utilized as they go forward with life. As it relates to some of the deals we finalized this quarter, I have seen no real change in terms of tenants thinking as it relates to space utilization, their density, their communal spaces, their hangout spaces for their employees, their food and beverage operations, etc. So I would say up to this point, we've seen no real change that I could pinpoint for you too.

I guess - it's David. I would just add a couple of other comments, and that is as Michael mentioned in his script, we are engaged now in some active dialog with some tenants in renewal discussions, and in some of those cases, the tenants are thinking about doing some major reworking of their spaces. So, Daniel, realistically it's way too early to understand exactly how people are going to change their space. Obviously, on an immediate basis for the tenants who were on occupancy, they are social distancing. It's every other office, every other workstation, but the long-term trends in terms of health and wellness, I think it’s something realistically that's going to evolve. My guess is that we are not going to see a dramatic reversal of densification. I think what we are going to see is that certainly the densification that we've seen over this last cycle is going to plateau, and maybe even begin to reverse a bit as people focus on the space usage over the next 5 and 10 years.

And just on the street retail right now, the 10-Q sites a 4.5% cap rate in assessing sale value. Should we read that as a proxy for your thoughts on market cap rates or is this just an accounting treatments?

Yes, I think, Daniel, this is Michael. For premier assets, we still think that is the cost. It is somewhat accounting driven in terms of the methodology, how you get to the impairments. But with a long-term view, it's not as if you're selling at spot value today, right? You're liquidating or selling assets today. But on a normalized basis, where those assets are going to evaluate that. So, it is obviously higher than what it was a few years ago, but we still feel appropriate.

There are no further questions at this time.

So there are no further questions. So thank you all. We appreciate everybody joining us this morning. Please stay safe and healthy. We look forward to seeing you soon. Our third quarter 2020 earnings call will be on Wednesday, November 4, the day after Election Day. So I guess we'll have some interesting stuff to talk about. We look forward to your participation again. Please take good care. Thanks very much.

And thank you, ladies and gentlemen, this concludes today's conference. Thank you for participating. You may now disconnect.