Vornado Realty Trust Q3 FY2025 Earnings Call

Good morning, and welcome to the Vornado Realty Trust third quarter of 2025 earnings call. My name is Joe, and I will be your operator on today's call. This call is being recorded for replay purposes, and 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 1 on your touchtone phone. I will now turn the call over to Mr. Steve Borenstein, Executive Vice President and Corporation Counsel. Please go ahead.

Welcome to Bernardo Realty Trust Third Quarter Earnings Call. Yesterday afternoon, we issued our third 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 for the most directly comparable GAP measures are included in our Earnings Relief, Form 10-Q, and Financial Settlements. 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, 2024, for more information regarding these risks and uncertainties. The call may include time-sensitive information that may be accurate only as of today's day. The company does not undertake a duty to update any forward-looking statements. On the call today from management for our opening comments are Stephen Roth, Chairman and Chief Executive Officer, and Michael Penkel, President and Chief Financial Officer. Our senior team is also present and available for questions. I will now turn this all over to Stephen Ross.

Thank you, Stephen. Good morning, everyone. Today is Election Day in America. The spectacle of our entire population all voting on a single day, the first Tuesday in November, has been somewhat diluted by early voting and voting by mail. Nonetheless, today is Election Day, a critical symbol of our great American democracy. And we all know elections matter. The election in New York City, with the prospect of a Democrat socialist mayor, has attracted enormous attention. We all must admit that affordability has become a critical issue and even a lightning rod, as is the cost and availability of housing. I'm an optimist and believe that everything will work out for the best. Importantly, with respect to the prospect of a Bondani mayoralty, we have not seen any pullback or hesitancy in space demand from our customers. In fact, the opposite. Nor have we seen any canary in the coal mine invocation from the stock market. Enough said and out of business. Here at Furnado, our business is good, really good, and growing stronger. Our performance continues to lead both the national office pack and our New York peers. The market seems to have recognized this as our stock has doubled in the past two years. Why? One, we are in New York. Two, our leasing stats and our mark-to-market stats lead the industry. Three, as does our balance sheet stats. Our net debt-to-EBIT ratio is down to 7.3 times, and our immediate liquidity is $2.6 billion. Four, we are focused. We are a stick-to-our knitting company. Five, we have our Penn District, our city within a city. Six, we have the 350 Park Avenue development, and it is in full swing. Seven, we have a couple of hundred million dollars in the bag annual growth coming over the next few years. And finally, eight, we have a great portfolio of rent and office and retail assets. We had another excellent quarter. Michael will cover our earnings shortly, and Glenn is here to answer questions on our leasing activity. Now let me cover what we're seeing on the ground, along with some of our recent activity and accomplishments. As the noted journalist Peter Grant recently wrote, quote, New York City's office market is enjoying its biggest boom in nearly two decades, leaving the rest of the U.S. in the dust, end quote. The rotation from a tenant's market to a landlord's market into 180 million square foot Class A better building sub-market in which we compete that we've been predicting is now happening and has even become accepted by our doubting Thomas analysts and the critical press. Off the press, CRB reports that Midtown Corb better building vacancy is now down to 6.2%. As I said in the past, we are a 90% prime-pitch Manhattan-centric company. Tenant demand is robust. Companies are expanding. Demand is broad-based across all industries. And available space into better buildings continues to evaporate quickly. Manhattan office leasing activity is on pace to exceed 40 million square feet for the year for the first time since 2019. Office demand is filling out to all sub-markets. Sublet availability is shrinking rapidly. and we are in the foothills of strong, maybe even surging rent growth. By foothills, I'm saying all the good stuff is just in the third inning and the best stuff is yet to come. Obviously, deal activity and values will follow. Here is our industry-leading leasing scorecard. We expect our 2025 leasing volume for Manhattan office to be our highest in over a decade and our second highest year on record. Please take a look at our leasing and mark-to-market statistics. Our performance continues to be industry-leading. During the first nine months of 2025, Bernardo leased 3.7 million square feet overall, of which 2.8 million square feet was Manhattan office, leading the marketplace in not only leasing volume during that period, but also with the highest average starting rents in the city and with impressive mark-to-markets. excluding the 1.1 million square foot master lease with nyu at 770 broadway the remaining 1.7 million square feet of leasing during the full nine months was at 99 dollars per square foot average starting rents with mark the markets of plus 11.9 percent gap and plus 8.3 percent cash this includes over 1 million square feet of leasing in pen one and in pen two during the third quarter we executed 21 new york office deals totaling 594 000 square feet and robust starting robust starting at 103 per square foot mark the markets for the quarter were plus 15.7 percent gap and 10.4 percent cash and the average lease term was more than 12 years michael and glenn will cover specific tenants and deals in a few moments. In the Penn District, at Penn 2, our leasing this quarter included 325,000 square feet, at average starting rent of $112 per foot. In October, after quarter end and not included in those leasing statistics, we completed two more large leases totaling 188,000 square feet. We have now leased over 1.3 million square feet at Penn II since project inception, putting us now at 78% occupancy and easily on track to hit and exceed our year-end guidance of 80%. Based on signed leases and activity that we are seeing for the remaining space, we plan to increase our published projected incremental cash yield of 10.2% at year-end. At Penn 1, we lease 37,000 square feet during the quarter at an average starting rent of $100 a foot. Since the start of physical redevelopment of Penn 1, we have leased 1.6 million square feet there at average starting rents of $94. At Penn, we are handily exceeding both of our initial underwriting and our increased underwriting. It's clear that the tipping point for the Penn District, our three-block-long city within a city, is now behind us. Tenants and brokers are wowed by our transformation, which is reflected in our leasing activity. We sit on top of the nexus of Pennsylvania Station and the New York City subway system adjacent to our good neighbors to the west, Manhattan West, and Hudson Yards. The three of us combined represent the new, booming west side of Manhattan. As I said before, the Penn District will be a growth engine for our company for years to come, with rising rents and future development projects. At our PEN15 site, we are now responding to requests for proposals for substantial blocks of space. We are now well along the planning process for a 475-unit rental residential building on our own 34th Street site, catacorted to Moynihan Train Hall. We plan to begin construction next year. It is time, and we will now transform the entire old, may I even say junky, retail on both sides of 7th Avenue and along 34th Street that we inherited into attractive, modern and exciting retail offerings. This is the gateway to our Penn District and a transformation here will have a big impact. We also continue to add to our already impressive food offerings in the District with our newest restaurant, Avra, at the 33rd Street and 9th Avenue corner of the Farley Building, which recently opened to crowds and great reviews. The space is spectacular, sits right in the heart of the New West Side and really ties us all together. The city office leasing pipeline remains strong with more than 1.1 million square feet of leases in negotiation and various stages of proposal. We are growing in Manhattan and growing smartly. In September, we added to our prime pitch portfolio with the acquisition of 623 Fifth This building, originally built to the highest standards by Swiss Bank Corporation, sits on top of sacks fifth avenue's flagship store sort of like a trophy on top of a podium so our our lowest floor is the 11th 175 feet off the ground with 25 column free 15 square thousand square foot floors above the location is pretty amazing being merely a block west of both jp morgan chase's new heroic headquarters and our 280 park avenue our 623 fifth avenue has unique light and air and views being set back from Fifth Avenue on the east side of the Saks landmark with the cathedral to the north and the channel gardens and the skating rink of Rockefeller Center to the west. The best and unique part of this deal is that the building is 75% vacant with the few remaining tenants on relatively short releases. Ironically, the vacant building is a big plus. Let me explain. You will not be penalized by a gaggle of low-rent, longer-term, obsolete old leases and will not have to wait five to seven to ten years for them to roll off we will redevelop this building into the very best elite boutique office building sort of the 220 central park south of office we will begin to deliver space by year end 20 27 so in two years well less than half the time it would take for a new build and importantly at half the cost Here's the math. We acquired the building for $218 million, so $570 per foot. We will invest another day, $600 a foot in the development, so call it $1,200 a foot for the finished project, which will be every bit as good as a new build at half the cost. The team is budgeting 9% yield on cost for this project. I am pushing to crack double digits. There is high demand for and a shortage of this product. We couldn't be more excited. Our 1.8 million square foot 350 Park Avenue new build, with Citadel as our anchor tenant and Ken Griffin as our 60% partner, continues right on schedule. The City Council unanimously approved the final year letter, and I did say unanimously. We will commence demolition in March 2026. We remain very excited about the prospects for this new foster and partners designed, best-in-class, 1.8 million square foot tower. as is the brokerage and tenant communities. We are already getting incomings for spec space from clients seeking the very best and for whom our delivery date fits their deeds. Manhattan retail market also continues to show growing strength and the best spaces are in high demand again. Tenants are recognizing that rents are moving up and availability is declining on the best street and are beginning to approach landlords for early renewals to lock up their spaces importantly we are achieving rents consistent with historical highs at our times square properties we are the largest owner of signage in new york city with our unique cluster of premier signs in times square and in the penn district and that business continues to grow signage revenue for 2025 is projected to be our highest year ever you should know that all of our signs are attached to buildings which we own which gives us perpetual control a unique competitive advantage and the highest margins in the business there was some news a couple of weeks ago regarding the loan on 650 madison avenue going into default which i should comment on we were a 20 of a group of institutional investors who purchased the 600 000 square foot building in 2013 with an 800 million dollar non-recourse mortgage the primary play was to capitalize on the below market retail rents and upgrade the retail tenancy what was the retail apocalypse the fear that e-commerce would obliterate all physical retail and the pandemic this didn't work out three years ago in 2022 we recognized this asset impairment and wrote the asset off entirely to zero bad stuff happens every once in a while even thus three days ago the court came down with a ruling vacating the arbitration panels 10-1 ground lease rent reset we were surprised and disappointed we are optimistic that this will be reversed on appeal lastly turning to san francisco at our 555 california complex arguably the best building in town we continue to lead the market during the quarter we signed 224 000 square feet of leases at triple digit average rents and 15 percent mark to markets This includes a lease with UPenn's Wharton School for the Cube. We said two or three years ago that San Francisco would recover, given that it is the capital city of the world's greatest tech and innovation centers, and that is what's happening. Thank you all. Now over to Michael.

Thank you, Steve, and good morning, everyone. We had a very strong quarter as office demand in New York City remains robust. Third quarter comparable FFO was $0.57 per share, compared to $0.52 per share for last year's third quarter, beating analysts' consensus by $0.02. This increase was primarily due to higher FFO resulting from the NYU master lease at 770 Broadway and higher NOI from our signage business, partially offset by lower NOI due to asset sales and capitalized interest beginning to burn off at PIN II. We have provided a quarter-over-quarter bridge on page 2 of our earnings release and on page 6 of our financial supplement. Same-store GAAP NOI for a New York business overall was up 9.1% for the quarter, while same-store cash NOI was down 7.4%. Let me explain. GAAP, which smooths everything, is more relevant to earnings, given the cash number is hit by free rent from the significant amount of leasing in recent quarters, as well as the adjustment in cash rent related to the PEN1 ground lease. Given all our activity to date this year, we now expect 2025 comparable FFO to be slightly higher compared to 2024 comparable FFO. While we are still in the process of finalizing our 2026 budget, as we've previously said, we expect 2026 comparable FFO to be flattish compared to 2025 as we are anticipating some non-core asset sales and taking income offline to effectuate the $34.7 retail redevelopment. As we indicated on our previous calls, we expect 2027 to be the inflection year and there to be significant earnings growth in 2027 as the full positive impact of PEN 1 and PEN 2 lease-up takes effect. New York office occupancy increased this quarter to 88.4% from 86.7% last quarter. primarily due to leasing activity at Penn 2, comprised of a 200,000 square foot headquarters lease with Verizon and new leases signed with FGS Global and Pernod Ricard. If you factor in the additional 188,000 square feet recently signed at Penn 2, occupancy increases further. We continue to execute on our leasing pipeline and still anticipate that our occupancy will increase into the low 90s over the next year or so. While the retail occupancy also improved this quarter based on leases we signed, you will note a further jump in occupancy resulting from taking the retail in Manhattan Mall out of service this quarter. Turning to the capital markets, the financing markets for New York City assets are liquid with CMBS spreads hovering at year-to-day lows, and even the banks are beginning to selectively return to lending on higher-quality assets. The unsecured bond market remains robust and has become much more constructive for office credits. with new issue spreads over 200 basis points tighter and all-in yields over 300 basis points lower than 2023. In the past quarter, we have been active in refinancing our near-term maturities, and we have several other deals in the works. The investment sales market has also heated up significantly in the past few months, as indicated by the many recent deal executions. The market is active for quality product irrespective of size, and there is ample liquidity in the debt capital markets to facilitate deals getting done. Capital sources of all types are beginning to return to investing in the New York City office, given the strong leasing fundamentals. As we have previously discussed, focusing on delevering the balance sheet has been a priority for us. Since the beginning of the year, we have generated $1.5 billion in net proceeds from sales, financings, and the NYU deal, paid down $900 million in debt, and increased our cash by $500 million dollars. Our cash balances are now 1.15 billion dollars, and together with our undrawn credit lines of 1.44 billion dollars, we have immediate liquidity of 2.6 billion dollars. Our net debt to EBITDA metric has improved to 7.3 times from 8.6 times at the start of the year, and our fixed charge coverage ratio, as expected, is steadily rising. We expect these ratios will continue to improve as income from Pen 1 and Pen 2 comes online. Please see page 23 of our financial supplement for detail. 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 the handset first before pressing the numbers. Once again, if you have a question, please press star, then one on your touchtone spouse. Each caller will be allowed to ask a question and a follow-up question before we move on to the next caller. And up first, Steve Sakwa from Evercore ISI is on the line with a question. Please proceed.

Yeah, thanks. Good morning, everybody. I don't know, Glenn, maybe you could just start. It obviously sounds very promising given the activity levels at Penn 2. I guess I'm curious, how are you sort of changing kind of the leasing strategy with, I guess, only 20% of the building left? You know, how are you thinking about tenants kind of in the pipeline and maybe talk about how rents are maybe changing for the remaining space?

Hi, Steve. So rents have changed. You heard the script. Average rent is quarter of $112 a foot of 10-2. So the rents keep moving up, up, and up. we keep repricing the space almost on a daily basis in terms of the remaining space it's a lot of single floors mainly in the tower so we feel really good about that confident our approach we have a lot of deals you know in the works right now as we said in the script you know we expect to be at or above or 80 percent goal by the end of the year and if you look at the tenant roster the The credit profile is excellent. The mix of industry sectors is really good. So we're pleased, and we expect to continue that strategically.

Okay, thanks. And then maybe as a follow-up, Steve, on your comments around 623, how do you sort of approach the leasing of that building? Is that something that you sort of start to pre-lease, or do you kind of wait until early 27 until there's more of a product to show people? I mean, how do you sort of think about the timing of that and the rents for that building?

Hi, Steve. How are you? We're going to do that pretty much on the same path as we did at 220 Central Park South. At 220 Central Park South, what we did was we had complete designs, and they were spectacular, knockout designs. Even as we started construction, and we did an awful lot of selling of 220 from those designs, we're going to do very much the same at 623 Fifth Avenue. So we're going to get it designed. Our objectives are to make it the most interesting high-end boutique office in the city. And once we get that done, Glenn will go into the market with very high aspirations. Great. Thank you.

And up next is Corresponde Deku with Landberg.

Please proceed.

Thanks for taking my question. Michael, maybe this is for you. I was trying to get a sense, what is your current signed, not open pipeline in terms of, you know, basis points and then also in terms of dollar value, if you can give us a sense of the scope of rents that are going to come online over the next two

years. Good morning, Flores. I don't know if I follow you on the basis points. I think Steve in his opening remarks sort of alluded to, you know, a couple hundred million dollars sort of in the bag over the next, you know, couple years or so. And, you know, I think when we looked at our sign not commenced number, you know, that's what that is, right? So, and we've talked about what the ramp is um when the bulk of that you know comes in in 2027 there'll be a little bit next year but the bulk is really 2027 and it'll slip over into 2028 but uh you know steve's comment on on a couple hundred million dollars i think is a pretty good proxy just to just to

make sure a couple hundred million is that is that 200 million uh or is that 300 million

you know we're still finalizing let's use 200 right now okay in terms over the next two years or

okay fair but in percentage do you have the percent that the between what's occupied and what's actually leased right

you're talking physical versus what's online I mean you the occupancy numbers we do are what's reflective of actually what's been signed, right? So those are signed leases. Not all those tenants are in place yet. I can't tell you what the physical is relative to that. We'd have to come back on that. Okay. Obviously, that gap rent has not started yet on many of those leases.

Right, right, right. And that's the more than $200 million that's coming online. My follow-up, if you don't mind, I was just curious on you talk a little bit about, or Steve talked a little bit about the billboard business being at record high. Can you talk a little bit about the opportunity that you have in the Penn District? Because I believe you own 100% of that as opposed to the Times Square where you're in a JV. How much room do you see to expand that?

You're right. We do own 100% of all the signs in the Penn District. And I think what's unique about the Penn District relative to Times Square, which, you know, Times Square is still, you know, probably the most important signage marketplace in the country, maybe the world, is, you know, we own the dominant signs there, too, you know, in that retail joint venture. But, you know, at Penn, because we basically control the district, you know, other than I think one sign, you know, we have all the signs, right? And so that allows us to market them in a variety of ways. You know, we do, and I think when you were over there recently, you know, we can market one by one. We can mark an entire takeover where you can take over the district for a period of time, a different slice of an hour or something more extended. So, you know, it allows us to optimize the income we can drive out of that. Historically, I think if you look over an extended period, you know, the signage business kind of goes up 4% to 5% a year in terms of revenue. Some years are greater, some years are lesser, but I think it's a decent, you know, annual run rate. And, you know, when you put a new sign in, you know, the payback period is pretty quick, you know, 12, maybe 18 months max. So, you know, we continue to see organic growth just coming from, you know, revenue naturally going up, you know, every year as it's historically done. And then, you know, there's probably a little bit of signage we can add as we, or definitely some signage we can add as we build, you know, additional buildings in the district over time. But that'll take some time. So, you know, there'll be some signage that comes back online next year, and at the same time, you know, we're going to rebuild a different sign, so that sort of cancels each other out. But, as you said, very healthy business that tends to have pretty steady growth, you know, if you look at it over a period of time.

What I tried to do in my remarks was to talk about the strategic benefit that we have in that business. So the first thing is that we own close things in exactly the right place for signage, Times Square and the Penn Station area. The fact that we own the buildings and the signs are attached to us, we don't have leases. We don't have the expensive leases. We don't have the renewal risk of leases. So basically, we have perpetual control over this inventory. So that's the first thing. The second thing is that because of that, we have the highest margins. So we have the best signs in the best districts in quantity, and that creates a very important strategic business. At Times Square, obviously we have the two best blocks, the bow tie, we have the best signs. And so that's fine. in Penn Station, I don't think that we've scratched the surface to the amount and quantity of signs that we can develop there.

Thanks, Steve.

John Kim from BMO Capital Markets is up next with the next question. Please proceed.

Thank you. I wanted to go on the commentary of flattish earnings in 26, which I think you forced out a little bit last quarter, but it seems like it will be impacted by non-core asset sales. So I was wondering if you could talk about the timing and the dollar amount of those dispositions and also what you think the trajectory of occupancy will be next year. I know, Steve, you mentioned in the past that it could go to the mid-90% range, and I was wondering how next year shapes that.

Morning, John. Hope you're well. You know, flattish 26, you know, is like I think we've been consistent last couple quarters in terms of 26 and 27. And, you know, in terms of magnitude of non-course sales, you know, I can't be specific on that because, you know, there's a number of things that could drive that. But, you know, I would say it's at least in the, you know, $250, $300 million neighborhood. And it could be more than that. You know, and timing, you know, just depends on when we execute on those. So I can't give you a much more specificity just because, you know, you're dealing with counterparties and things take a little time and, you know, some things are still on the drawing board. But, you know, I think by middle of the year, my guess is, you know, much of that is probably done. But again, you know, we've got a track record of, you know, certain things we hadn't planned we end up executing on and, you know, and that may well happen again. You know, on the trajectory of occupancy, look, I think as we look at, you know, Glenn's pipeline, you know, I think there's a reasonably good probability we're going to get to 90% in the next quarter or two. You know, and then beyond that, you know, we'll continue to build occupancy. And, you know, we think over the next couple of years, we'll get that, you know, into the, you know back to sort of the historical levels you know whether that's you know 94 give or take you know but um it's not higher so i think you know as we sit here today that's probably you know as much specificity as i can give you okay and then my follow-up is uh any insight you

could provide on the penn station transformation project um how involved vernada will be as part of it, if there's any impact

to commercial development opportunities going forward,

and any views on whether or not MSG will relocate.

So I think that it's highly unlikely and impossible that MSG is going to relocate. So that's step one. So with respect to the Penn Station project, We are absolutely in favor of anything that makes Penn Station and the Penn District better, more user-friendly, more transformational. That's the best thing for us, is constant improvements, and the fact that the government is involved now with a large budget, that's a very good thing. We will be involved in the process with one of the bidding groups, primarily with respect to the retail that we dominate in the station and in the surround. Do you have anything to add to that? But we're rooting this process of improving Penn Station. We are the biggest rooters for that that there are.

Dylan Brzezinski with Green Street is our next question. Please proceed.

Thanks for taking the question. I guess just sort of, you know, given the significant demand backdrop that you guys are seeing, obviously continuing to push rents across the Penn District. I know one of your peers, when they report earnings, talked about, call it a 20% to 25% cumulative net effective rent growth expectations over the next four to five years. So just wondering if you can sort of, you know, put any of your thoughts around that. I mean, are you guys expecting sort of significant rent spikes as space continues to get tight, especially for, you know, the quality of your guys' portfolio?

Like, Don, I think, you know, 20% to 25% over four to five years, I think we'd be disappointed if it's not quite a bit more than that. You look at all the dynamics. Agreed, agreed. Okay, I mean, you look at all the dynamics in the marketplace, And I think this is as favorable a backdrop as we've had in decades, right? There is scant supply. The demand is broad-based and very strong. You know, companies are expanding here. And, you know, there's just, and the vacancy factor, I mean, it's, I think Steve referenced in his opening remarks, You know, the better buildings in Midtown, you know, we're now talking about 6% vacancy. That's almost frictional, particularly on large spaces. So I think it's going to result in two things. I think, one, you're going to see renewal probabilities start to go up in the next, you know, two, three years because there's just no place for a lot of those companies to move to. And then secondly, you know, to rent space, you know, it's become a landlord's market, as Steve said. So, you know, when these cycles happen, if you look in history, you know, it can go up 15%, 20% in a year. Now, I'm not telling you that's going to happen. It could happen. It's not a 0%. But we think that the probability of the numbers you talked about is much higher on the upside than the alternative.

You know, there's another way to look at this also, and that is the elasticity of demand on the part of the marketplace and our customers. So not that long ago, $100 was a top, top, top tick rent. Because of the increase in costs, because of the shrinkage of supply, because of the increase in interest rates, rents like overnight went into the mid-hundreds of dollars a foot or something like that. Interestingly, we found that there was no pushback from the marketplace. If a growing, expanding, important client needed the space, they paid what it took to get the space. So what I'm saying is that the marketplace is able to pay for the space, and the dynamics of the marketplace will determine what the rents are. But clearly the rents are going to go up, and we think they're going to go up. Obviously, we think they're going to go up more than you do.

That's helpful commentary. I really appreciate that. Maybe just one more if I could. You guys mentioned non-core asset sales, and I know you guys didn't necessarily give a number, But as you guys sort of think about redeployment of that proceeds, I mean, is it likely to go into asset acquisitions? Are you guys going to hold it to deleverage or sort of curious plans with that capital that you guys expect to come in next year?

Go ahead. You know, I think it could go into a number of places, Dylan. If you look at what we've done to date, whether it's non-core or general asset sales, which has been quite significant, we've delevered the balance sheet meaningfully. At the same time, we made a very attractive acquisition, and that's not something that we program. We don't sit around here in our council room saying we're going to buy X amount per year. If we find the right opportunity, we'll act on it. If not, we're perfectly content to bide our time until the right thing comes along. So, you know, I would tell you that as we look at capital, you know, we're going to continue to strengthen the balance sheet. If we find something compelling externally, obviously, we'll look at that. We have some internal capabilities or requirements, you know, in terms of we've talked about developing the residential. We've got 350 Park in the I years. So, you know, we have a number of uses. And by the way, and, you know, let Steve jump in here as well. I mean, our stocks still, we think, trades at a huge discount. So I think everything's on the table.

And our next question will come from Alexander Goldfarb with Piper Sandler. Please go ahead.

Hey, good morning, Steve. So two questions. You definitely piqued my interest in PEN15, that their conversation's ongoing. Would you say that the tenants that you're speaking to are willing to pay the rents necessary for you guys to go forward on an economic basis, or are they not quite there at where rents would need to be?

Oh, God, I don't know how to answer that. Clearly, there are a significant number of anchor-type tenants who are in the marketplace that are looking for new bills. We're not the only opportunity. There are other opportunities. communities, all of us need approximately similar rents to have an economic new build. And the tenants that we're talking to, they understand the math. Their advisors and brokers understand the math. So the rents are available. It's just a matter of making a deal, having a tenant select the site, et cetera. okay and then the second question is what i'm saying is this is not just kicking the tires

this is serious business no no that that i understand it's just the size of the building like these are big rent checks you know it's not like the like at the sax tower or some of the boutique buildings that are being uh you know undertaken i mean two million plus square feet those are big rent checks so that's why it's just impressive that tenants are willing to actually engaged because that's, that's serious. That's a serious, um, yeah, right. As I say, uh, second question is on the litigation on the pen, uh, you know, the courts can drag things out forever. People appeal, appeal, and lawyers love to run up the, uh, the meter. Uh, so the two part question on this is, one, are you guys booking the economic impact based on, you know, sort of the most punitive? And second, is that when you say that the yields on the Penn District have improved, is that at what you think the ground rent should be or at the sort of the

worst case scenario in the ground rent? Well, the first thing is the Penn II yields have clearly increased dramatically. The PEN-1 yield, we're pretty happy with what we projected. With respect to the litigation, what had been a known number is now subject to some uncertainty. In our minds, we have parameters around that. We are booking a number which we think is a realistic number. And we will see. But with respect to this litigation, I don't really have a lot to say about it.

Understood, Steve. Listen, thank you.

Thank you, Alex. And our next question will come from Yana Galan with Bank of America. Please go ahead.

Thank you. Good morning. You know, maybe another one on dispositions. If following up on your prior comments on the willingness to maybe part with 555 California or the MART, anything you can share on the amount of incoming interest and or valuation, or given the improvements in San Francisco, are you thinking differently strategically about those assets?

Not really. I thought we were pretty clear in sort of, how would I say it suddenly, advertising those two assets last quarter. We don't have very much to talk about in terms of specific pricing or values or whatever. I can tell you that we think that the 555 California Complex in California is the eighth wonder of the world. As you can see from our remarks and our documents, the leasing there is extraordinary. Even going back a year or two in a chaotic declining market, the rents that we were able to get for that unique best-in-the-marketplace building were rising. So we think that that's a great asset. that we're delighted to own it, and for the right price, we're delighted to sell it. And I think I'm pretty well known as not being an easy seller. With respect to Chicago, that's a different story. The market there is not as strong, and opportunistically, we'll see what happens.

Thank you. And then just in terms of developing future residential, Just curious, your thoughts around for sale versus for rent components, given kind of different changes going on in New York City.

Oh, boy. Multiple pieces of land that we could build, either office or residential. We do the math and the analytics as to which is more favorable constantly. We are putting our big toe, actually we're putting our whole foot up to our ankles into doing a form in 75 unit rental project, rental project, not for sale project, at the corner of 34th Street and 8th Avenue. We think it's a very good site. It's catty-cornered to the Moynihan Training Hall, and it also benefits for all of the renewal that we're doing in the neighborhood. So we're excited about that, and we'll see how that goes, and we'll make decisions going forward.

Thank you.

Thank you. Next question will come from Seth Berge with Citi. Please go ahead.

Thanks for taking my question. You mentioned in the opening script, you know, easily exceed the 80% in the 1.1 million square foot leasing pipeline, I believe. You know, how is that leasing pipeline kind of split between PEN2 and other leasing, and kind of where do you think that 80% could kind of land by your end?

Hi, Glenn. So the 80% is specific to PEN2. Just want to make sure you're clear on that. as it relates to the pipeline, generally 50-50 in Penn District versus other in our pipeline right now, which is generally the balance we've been able to achieve quarter to quarter as we've been on this big leasing run over the past bunch of quarters. So basically 50-50. Thanks. And then,

you know, as a follow-up, you mentioned that's highly unlikely or impossible for MSG to relocate. You know, how do you kind of see the permitting process playing out just, you know, with your knowledge of kind of how, you know, that process works in New York? And then, you know, do you see that kind of creating any additional opportunities for Vernado kind of outside of the PEM2 station transformation?

Like, I think Steve talked about this a bit, right, that the government is, you know, they've issued an RFP. and they're going to run a process to select a group to redevelop and complete the remainder of Penn Station improvements. We expect there'll be a retail component in that, which is our interest. But our main interest is, as Steve said, being a cheerleader for something getting done because that inures to the benefit of our holdings there. So, look, they've issued the RFP. You know, we're being told that they'd like to start the project by the end of 27th, and, you know, from there, assume it'll take, you know, a couple years to get done. But we'll see whether the timeline sticks, but that's generally what we've been told.

Great. Thanks.

Michael Lewis with Truist. Please go ahead.

Thank you. So I apologize. I'm going to ask a question that was asked earlier, but ask it a little differently. The New York portfolio is 87.5% occupied. So I take that to mean there's a tenant in there paying rent. How much of the New York portfolio is leased? Is it close to 90% of the space that's leased? Is it less than that? Is it more than that?

The occupancy figure we gave you is what is leased.

Okay, I understand that. So I guess that speaks to, you know, has there been any change in free rent period? So, you know, a lease that's already signed but not paying rent until 2027 feels a little long to me, but you sometimes have very long leases, so maybe that's not long at all. Has there been any movement in, you know, free rent or other concessions?

Thanks, Glenn. So there's a movement in two ways in that regard. One is downtime is less. So companies are making decisions much more quickly than they were previously, which is important. And then once that happens, the free rent periods are declining. So I would say downtime is lower and free rent is lower. As it relates to your comment, you're right. A lot of our leasing has been 15- to 20-year deals, which is why you're seeing free rents longer than you might have otherwise on, you know, 5- to 10-year leasing. But certainly, on balance, downtime free rents coming down as the market improves.

okay so good to see that moving in the right direction as you might expect um and then lastly for me this is a small one but um in going from nareed ffo to ffo as adjusted i saw there was a there was 6.7 million of other um looks like gains that were backed out i was just curious it's a it's a few pennies but i was wondering if there was any anything interesting or notable in that 6.7 million of other that was deducted and get into your core FFO.

Yeah, it's made up of several items. I can get you the list offline if that's something, you know, you want me to follow up on.

No, that's okay if it was nothing material that stood out. I was just curious.

All right. Okay, thank you.

Thank you, Michael. Our next question will come from Vikram Malotra with Mizzou. Please go ahead.

Morning, thanks for the question. I guess just maybe, Michael, if you can just remind us, we've talked a lot about the flattish FFO, but do you mind just going over some of the big sort of building blocks you've shared and the latest on those, just as we think about kind of the big puts and takes that get you to flat for next year?

Yeah, look, I mean, yeah, yeah. It's, you know, I think I've referenced a couple of things, right? We've got some income we're taking offline. You know, Steve referenced the retail redevelopment on 34th and 7th. We're going to take a little bit of signage offline to rebuild one of the signs, which we think will produce greater returns, you know, once that's back online. But, you know, it'll probably affect us for four months, you know, next year. You know, we've got, we talked about, you know, some asset sales that are producing FFO, but, you know, assuming those will get sold in the first half of the year, most likely, or, you know, certainly before the end of the year. So, you know, all that has an impact on FFO at the same time. You know, we've got other items that are positive, which it gets us sort of flattish. And, you know, the big growth is, you know, in 27 where, you know, we've got significant in income, I mean, like it's signed, right? We know everything that's talked about on PEN2 that, you know, probably everything outside of MSG won't have really started to a large extent until end of 26 and really in 27, right? So you're going to see significant growth in 27, but we don't really get the benefit from that gap basis in 26. And I think the The same goes for a number of the other vacancies. You know, we've had a lot of success back building the 1290s and 280s and so forth. And some of that's hit, you know, but a lot of that won't hit until, you know, the end of the year of 26 or 27.

And then I just wanted to understand sort of the comment you made about rents, and you'd be unhappy about a lot more rent growth than was referenced. But, you know, we used to talk a decade ago about how many leases signed were $100 rents. or more. Now in multiple pockets, we're talking $200 rents. And I want to take like that fifth avenue acquisition, maybe as an example, but just your perspective on what are the pockets where you can sustain types of buildings where you can see those $200 rents. And then similar to the fifth avenue acquisition, like is there a pipeline of assets you're exploring with similar unique

opportunities like that for Bernardo? Hi, it's Glenn. I think what Steve was referring to, think about what's happening. Quarter to quarter, we have been printing on average $100 average rents across our activity, very strong. In the market, there are deals being printed in the newer stock at $150, $175, $200. So there's a lot of runway for us from here forward in our existing portfolio. So, we think those $100 numbers are going to go up, up, and up as the market continues to strengthen, which we're very confident is going to strengthen. And we're already seeing that, as you can see from some of the things we've said this morning about our average rent. 623 is a great example of what we really believe is going to happen. That's a five-star building. We're going to make it great. There'll be nothing like it in the market. It is perfectly located in order to achieve rents higher into those ranges for sure. We're already getting great tours, great responses from the marketplace, so that is definitely an example of where you'll see higher rents in our portfolio.

So the tightening of the market creates multiple benefits, as you can imagine. Rents will rise, and we're not going to greedily push rents. We just follow the market. We don't make the market. We're important in the market, but we don't make the market. So rents will rise and then inducements will come in. So I don't know and I don't think Glenn agrees or is projecting that tenant approval allowances, which is money they use to build their space, is going to come in because the cost of building the space is not coming in. But for sure, free rent is going to come in. Free rent is very important, and it could come in a lot. So those are all very constructive. I want to spend a minute on 623 Fifth Avenue for a second. Think about the math. So I've already said that we're budgeting at least a 9% return on cost, unleveraged, on that asset, and that we're going to deliver that asset, you know, in the next two years to a waiting and prime marketplace. It's going to be the best asset in the best building, and there's a shortage of supply in that. We're already getting indications from the marketplace that it's in short supply. So if you take $1,200 a foot times an almost 400,000-foot building, that gives you the better part of $500 million of cost on that building. If we can achieve what I think, which is 10% return, you can calculate what the income will be. Now, what's the exit? What's the value? I believe that an asset of that quality in this market will have an exit value, let's say, in a 5% cap rate. So if that math turns out to be, we will double our money on that asset in a very short period of time, and this is not that hard. The key to it is we have to turn that asset into something that's unique in the marketplace, which is exactly what we did with 220 Central Park South.

Great. Thank you so much.

And our next question will come from Nicholas Uliko with Scotiabank. Please go ahead.

Thanks. Yeah, just I guess going back to the FFO flat commentary for next year, Michael, can you just maybe touch on interest expense and, you know, how to think about that trending next year and, you know, capitalized interest burn off. I don't know if that's also something we should be thinking about for next year.

I think a lot of the capitalized interest will have burned off by next year. There might be a little bit left, but not a lot. I'm telling you, I guess, specifics on that.

Yeah, so on the capitalized interest as it relates to Penn II, that's obviously going to burn off. So keep in mind, 623 Fifth Avenue and 350 Park, when that comes offline, both of those will have capitalized interest. So you won't really see 26 as we compare it to 25, but Penn II would obviously do the earning loss.

I don't think it's that meaningful in 26. Certainly, with the effect of 350, there's a difference relative this year. 623 is obviously a new one. Nick, was there another part of your question?

no i mean just to be like at a high level if there's a way to think about you know capitalized interest as a you know is it flat next year is it you know net it comes down a bit and

that you know weighs on interest expense next year yeah uh i would say it's probably going to be higher principally because of 623 um and um well that's shipping in the fountain it's going to be higher because of the items that Tom mentioned, but, you know, net-net, I would say the principal difference will be from 623. The interest expense overall, you know, I think we've generally hit, assuming, you know, the forward curve is accurate. I think, you know, it's either peak or close to peak of where we're at. You know, we absorbed some pain over the last, you know, a couple of years ago. You know, we're now rolling over a lot of debt. Generally, when you sort of blend it all together at the same or lower rates, you know, SOFR is coming down, you know, we've deleveraged. So, you know, even when there's higher coupons, we've got, you know, given the fact we've got less aggregate debt, you know, the overall interest expense line item, you know, is certainly no worse than flat. So, you know, we'll see. It depends on how we deal with some of our upcoming maturities in 26, whether we pay those off, whether we pay them down, whether we just roll them over, you know, all that will factor into what the interest expense is for 26, but I think just in terms of, you know, the impact from rates, I think, you know, it feels like the worst is behind us on that front.

Okay, thanks. It's helpful. And then I just...

While we're on the topic of balance sheet, I think you have to, we all have to focus First, I am unbelievably proud of what our organization has done over the recent past in terms of getting our debt ratio down from much higher into the eights and now into the sevens, heading into even lower. So that's number one. Number two is, I'm also extremely proud that we pre-funded all of the massive development that we're doing at Penn and loaded in our balance sheet a couple of years ago, getting all the cash so that we had the capital already on balance sheet to complete our massive development program. Number three is that we did all that, keeping the major pen assets unencumbered so that we have a huge store of value there in the future. So I think that Michael and his team, and maybe me a little bit, and Glenn a little bit, even Barry a little bit, we get a gold star for how we've managed our balance sheet, and we're not done with that yet.

Okay, thanks. And then just the second question is maybe any latest thoughts you can share on Farley as you're thinking about as a source of capital, whether it's putting a loan on the asset or selling an interest in the building to create some funds for some of the future development capital you're talking about? Thanks.

uh well farley is a unique unbelievable interesting asset it's a double block wide uh space it's one of the very few uh uh blocks in manhattan that is double wide uh it's uh released it in the middle of covet to uh all of it 730 000 feet i think to META, the feedback that we get from META is they think it's like the single best of their real estate installations in the country, probably just second to the Menlo Park headquarters. The lease has probably another 11, 12 years to go. There's an option to renew at market. So if we were to compare what the incumbent rent is to what we think market is now versus what we think market will be at the expiration of that lease, it's very, very, very significant. That's a fact. Based upon that fact, not consider selling that asset or selling a piece of that asset. Now, chronically, it's interesting. we did an analysis of this recently we basically don't do lots of partner deals based upon capital we do some partner deals based upon you know if somebody controls the site or do something together in the real so we do real estate partnerships we don't really do capital partnerships, although we think about it. the one hand that you're, the Farley that you're referencing, we think it's nationally under market. We think the future of it is great. We think it's a unique piece of space. We would never, we would not consider selling it, nor would we consider taking it apart. Financing it is a whole different story because, you know, you're basically just borrowing money on the credit of the tenant. Alex, I got a note from you. Very generous. Thank you. What's next?

Our next question will come from Ronald Camden with Morgan Stanley. Please go ahead.

Hey, just two quick ones. Sticking on the 2026, if I can ask about SameStore and OI, I mean, I think on the cash basis, it sounds like there was a reset this year. There was some free rent. Presumably some of that burned off in 26, maybe a lot in 27. So just mechanically, same story-wise, is it somewhat positive next year and then really positive in 27? Or how do

we think about that? You're talking on the cash front? On the cash basis, yeah. Yeah, I think like GAAP, we still think of continuity positive. Cash, just given the timing, all the free rent and whatnot, I think it's towards the end of 26 that that'll turn positive. And then obviously

significantly so in 27. Great. And then my second one is just adding to the dispositions questions. Maybe can you talk about sort of the Hotel Penn land site and maybe even sort of more retail monetization? Just what's the interest and how are you guys thinking about those? Thanks.

Hotel Penn site, we don't have any plans to dispose of that. That's the Penn 15 development that Steve mentioned in the script and talked about in terms of some of the incoming tenant interest. But that's a long-term hold and unbelievably well located across from Pen 1 and Pen 2 core holding. On the retail side, we obviously sold Uniqlo, their store, And I would say the interest from retailers to purchase assets, you know, remains actually pretty strong. I would say generally, you know, we're seeing very good activity across the portfolio retail-wise. And, you know, Times Square feels like it's picked up, you know, quite a bit here recently. So good demand there, good demand Times Square. Obviously, we've been active in PEN. And, you know, tenants are really responding to everything we've done at PEN 1, PEN 2. which is going to lead into our redevelopment on 34th and 7th. But, you know, retailers, you know, understand the dynamics, the market tightening as well, which is why they're approaching to renew early in many cases. And I would say in some cases looking to potentially buy is a space they're in or look to buy another space. So, you know, I think you'll, you know, like it's been episodic. You know, you can point to a few things a couple of years ago. You can point to a couple major transactions recently on the retail side. I think we'll continue to see those, and, you know, we're open to being a participant in that to the extent that we get rewarded with the right value. So, you know, stay tuned, and, you know, maybe something will occur there in the future.

While we're on the topic of retail on 34th Street, let me just say a little more color around it. So on 34th Street, both sides of 7th Avenue and then down 7th Avenue to 33rd Street is basically now populated with retail that we inherited, which is really, I use the word in my script, lovingly junk. We are in the process of canceling all those leases, we will basically redevelop all of that space into modern, exciting sought after retail offer, obviously trained at our office occupiers and the market. Now the 34th Street and 7th Avenue corner has been historically the second or third most active subway station in the city, in the city, in the whole city. 34th Street, not that many years ago, was the second best shopping street in the city. It has deteriorated over time. We intend to bring it back, and we think bringing it back is not a difficult thing to do. Macy's, which is across the street, fluctuates in volume, you know, close to a billion dollars, and it comes down and goes up, but it is clearly the highest volume of the department store in the United States. So we like the real estate. The real estate has deteriorated. We're going to rejuvenate the real estate. In addition, that's the gateway to our entire Penn District. So we think it's very important and we think it will have an enormous effect on the Penn District overall values.

Thanks so much.

Pardon me for advertising just a little bit.

And our next question will come from Brendan Lynch with Barclays. Please go ahead.

Great, thanks. Just one question from me. Follow-up on the Penn Access project and bringing Metro North into Penn specifically.

It's been delayed. It seems there is a coordination issue between Amtrak and the MTA. To what extent are you involved with the various government agencies, and is there any prospect of getting that project timeline back on track for completion prior to the current 2030 target or even preventing it from slipping further?

Barry Langer will take that question, and then Michael and I will add Liv.

So as you can imagine, we're intimately involved with the MTA through all the work around Penn Station, a great partnership there. If you speak directly to the MTA, what you'll hear is that they plan on running service on Metro North, starting in 2027 utilizing the existing two tracks that already connect Penn Station straight up through Westchester to Boston. The part that was delayed is the constructing of the four new stations in the Bronx and adding two new tracks, which allows them to run express service. So we expect that service will begin in 2027 on the New Haven line and the Penn Station.

Great. Thank you. And at this time, there are no further questions remaining in queue.

thank you everybody uh we actually are uh very proud of the results that we delivered this quarter in terms of the scale of our leasing and the price the rental rates and the value creation uh the uh occupancy is is uh easily going to be over 80 percent this year in pen 2 and we think we had a great quarter. We're very proud of our balance sheet activity and we love, love, love the 623 Fifth Avenue acquisition. So with that advertisement, we'll sign off. We are excited to talk to you again episodically and also in the fourth quarter. Thank you.

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