Empire State Realty OP LP

10/08/2024 | Press release | Distributed by Public on 10/08/2024 06:17

Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

esrt-20240630
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-36106
EMPIRE STATE REALTY OP, L.P.
(Exact name of Registrant as specified in its charter)
Delaware
45-4685158
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
111 West 33rd Street, 12th Floor
New York, New York10120
(Address of principal executive offices) (Zip Code)
(212) 687-8700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Series ES operating partnership units ESBA NYSE Arca, Inc.
Series 60 operating partnership units OGCP NYSE Arca, Inc.
Series 250 operating partnership units FISK NYSE Arca, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 3, 2024, there were 18,539,439 units of the Registrant Series ES operating partnership units outstanding, 4,730,822 units of the Series 60 operating partnership units outstanding, and 2,461,112 units of the Series 250 operating partnership units outstanding.
EMPIRE STATE REALTY OP, L.P.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024
TABLE OF CONTENTS PAGE
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023
2
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited)
3
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023 (unaudited)
4
Condensed Consolidated Statements of Capital for the three and six months ended June 30, 2024 and 2023 (unaudited)
5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)
7
Notes to Condensed Consolidated Financial Statements (unaudited)
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
30
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
41
ITEM 4. CONTROLS AND PROCEDURES
41
PART II. OTHER INFORMATION
42
ITEM 1. LEGAL PROCEEDINGS
42
ITEM 1A. RISK FACTORS
42
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
43
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
43
ITEM 4. MINE SAFETY DISCLOSURES
43
ITEM 5. OTHER INFORMATION
43
ITEM 6. EXHIBITS
44
SIGNATURES
45
1
ITEM 1. FINANCIAL STATEMENTS
Empire State Realty OP, L.P.
Condensed Consolidated Balance Sheets
(amounts in thousands, except per unit amounts)
June 30, 2024 December 31, 2023
ASSETS (unaudited)
Commercial real estate properties, at cost:
Land $ 341,499 $ 366,357
Development costs 8,187 8,178
Building and improvements 3,153,616 3,280,657
3,503,302 3,655,192
Less: accumulated depreciation (1,206,039) (1,250,062)
Commercial real estate properties, net 2,297,263 2,405,130
Contract asset 166,955 -
Cash and cash equivalents 535,533 346,620
Restricted cash 41,015 60,336
Tenant and other receivables 34,665 39,836
Deferred rent receivables 242,940 255,628
Prepaid expenses and other assets 105,438 98,167
Deferred costs, net 172,318 172,457
Acquired below-market ground leases, net 317,326 321,241
Right of use assets 28,318 28,439
Goodwill 491,479 491,479
Total assets $ 4,433,250 $ 4,219,333
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable, net $ 700,348 $ 877,388
Senior unsecured notes, net 1,196,831 973,872
Unsecured term loan facilities, net 268,580 389,286
Unsecured revolving credit facility 120,000 -
Debt associated with property in receivership 177,667 -
Accrued interest associated with property in receivership 1,589 -
Accounts payable and accrued expenses 90,908 99,756
Acquired below-market leases, net 11,872 13,750
Ground lease liabilities 28,318 28,439
Deferred revenue and other liabilities 61,890 70,298
Tenants' security deposits 24,031 35,499
Total liabilities 2,682,034 2,488,288
Commitments and contingencies
Capital:
Private perpetual preferred units:
Private perpetual preferred units, $13.52 liquidation preference, 4,664 issued and outstanding in 2024 and 2023
21,936 21,936
Private perpetual preferred units, $16.62 liquidation preference, 1,560 issued and outstanding in 2024 and 2023
8,004 8,004
Series PR operating partnership units:
ESRT partner's capital (2,742 and 2,709 general partner operating partnership units and 162,723 and 160,337 limited partner operating partnership units outstanding in 2024 and 2023, respectively)
1,011,279 985,518
Limited partners' interests (82,238 and 80,189 limited partner operating partnership units outstanding in 2024 and 2023, respectively)
701,933 694,512
Series ES operating partnership units (19,048 and 19,947 limited partner operating partnership units outstanding in 2024 and 2023, respectively)
6,116 4,427
Series 60 operating partnership units (4,889 and 5,144 limited partner operating partnership units outstanding in 2024 and 2023, respectively)
1,236 779
Series 250 operating partnership units (2,537 and 2,619 limited partner operating partnership units outstanding in 2024 and 2023, respectively)
712 462
Total Empire State Realty OP, L.P.'s capital 1,751,216 1,715,638
Non-controlling interest in other partnerships - 15,407
Total capital 1,751,216 1,731,045
Total liabilities and capital $ 4,433,250 $ 4,219,333
The accompanying notes are an integral part of these consolidated financial statements
2
Empire State Realty OP, L.P.
Condensed Consolidated Statements of Operations
(unaudited)
(amounts in thousands, except per unit amounts)
Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Revenues:
Rental revenue $ 152,470 $ 154,603 $ 306,352 $ 294,694
Observatory revenue 34,124 33,433 58,720 55,587
Third-party management and other fees 376 381 641 808
Other revenue and fees 2,573 2,125 5,009 4,075
Total revenues 189,543 190,542 370,722 355,164
Operating expenses:
Property operating expenses 41,516 39,519 86,576 81,563
Ground rent expenses 2,332 2,332 4,663 4,663
General and administrative expenses 18,020 16,075 33,992 31,783
Observatory expenses 8,958 8,657 17,389 16,512
Real estate taxes 31,883 31,490 64,124 63,278
Depreciation and amortization 47,473 46,280 93,554 93,688
Total operating expenses 150,182 144,353 300,298 291,487
Total operating income
39,361 46,189 70,424 63,677
Other income (expense):
Interest income 5,092 3,339 9,270 5,934
Interest expense (25,323) (25,405) (50,451) (50,709)
Interest expense associated with property in receivership (628) - (628) -
Loss on early extinguishment of debt - - (553) -
Gain on disposition of property 10,803 13,565 10,803 29,261
Income before income taxes 29,305 37,688 38,865 48,163
Income tax (expense) benefit (750) (733) (95) 486
Net income 28,555 36,955 38,770 48,649
Private perpetual preferred unit distributions (1,051) (1,051) (2,101) (2,101)
Net (income) loss attributable to non-controlling interests in other partnerships - (1) (4) 42
Net income attributable to common unitholders $ 27,504 $ 35,903 $ 36,665 $ 46,590
Total weighted average units:
Basic 264,676 262,903 264,619 263,694
Diluted 268,716 264,196 268,105 264,736
Earnings per unit attributable to common unitholders:
Basic $ 0.10 $ 0.14 $ 0.14 $ 0.18
Diluted $ 0.10 $ 0.14 $ 0.14 $ 0.18
Dividends per unit $ 0.035 $ 0.035 $ 0.070 $ 0.070
The accompanying notes are an integral part of these consolidated financial statements
3
Empire State Realty OP, L.P.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
(amounts in thousands)
Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Net income $ 28,555 $ 36,955 $ 38,770 $ 48,649
Other comprehensive income (loss):
Unrealized gain on valuation of interest rate swap agreements 2,853 11,935 11,051 6,533
Amount reclassified into interest expense (667) (1,882) (2,991) (3,154)
Other comprehensive income 2,186 10,053 8,060 3,379
Comprehensive income 30,741 47,008 46,830 52,028
Net (income) loss attributable to non-controlling interests in other partnerships - (1) (4) 42
Other comprehensive (income) loss attributable to non-controlling interest in other partnerships - (285) - 96
Comprehensive income attributable to OP unitholders $ 30,741 $ 46,722 $ 46,826 $ 52,166
The accompanying notes are an integral part of these consolidated financial statements
4
Empire State Realty OP, L.P.
Condensed Consolidated Statements of Capital
For The Three Months Ended June 30, 2024 and 2023
(unaudited)
(amounts in thousands)
Series PR Operating Partnership Units Series ES Operating Partnership Units Limited Partners Series 60 Operating Partnership Units Limited Partners Series 250 Operating Partnership Units Limited Partners
General Partner Limited Partners
Private Perpetual Preferred Units Private Perpetual Preferred Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Non-controlling Interest in Other Partnerships Total Capital
Balance at March 31, 2024 6,224 $ 29,940 164,798 $ 996,122 82,266 $ 692,575 19,387 $ 4,722 4,991 $ 863 2,573 $ 512 $ - $ 1,724,734
Conversion of operating partnership units to ESRT Partner's Capital - - 697 1,966 (220) (1,849) (339) (89) (102) (20) (36) (8) - -
Repurchases of common shares - - - - - - - - - - - - - -
Equity compensation - - (30) 541 192 5,847 - - - - - - - 6,388
Distributions - (1,051) - (5,787) - (2,878) - (670) - (172) - (89) - (10,647)
Net income - 1,051 - 17,071 - 7,636 - 1,999 - 523 - 275 - 28,555
Other comprehensive income - - - 1,366 - 602 - 154 - 42 - 22 - 2,186
Balance at June 30, 2024 6,224 $ 29,940 165,465 $ 1,011,279 82,238 $ 701,933 19,048 $ 6,116 4,889 $ 1,236 2,537 $ 712 $ - $ 1,751,216
Series PR Operating Partnership Units Series ES Operating Partnership Units Limited Partners Series 60 Operating Partnership Units Limited Partners Series 250 Operating Partnership Units Limited Partners
General Partner Limited Partners
Private Perpetual Preferred Units Private Perpetual Preferred Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Non-controlling Interest in Other Partnerships Total Capital
Balance at March 31, 2023 6,224 $ 29,940 161,329 $ 948,251 81,712 $ 682,972 20,684 $ 925 5,503 $ (94) 2,717 $ 12 $ 15,060 $ 1,677,066
Conversion of operating partnership units to ESRT Partner's Capital - - 726 2,475 (297) (2,474) (258) (6) (123) 5 (48) - - -
Repurchases of common shares - - (1,218) (7,411) - - - - - - - - - (7,411)
Contributions from consolidated joint ventures - - - - - - - - - - - - 94 94
Equity compensation - - (7) 448 196 4,921 - - - - - - - 5,369
Distributions - (1,051) - (5,622) - (2,840) - (718) - (189) - (94) - (10,514)
Net income - 1,051 - 21,854 - 10,099 - 2,837 - 754 - 359 1 36,955
Other comprehensive income - - - 5,955 - 2,738 - 772 - 205 - 98 285 10,053
Balance at June 30, 2023 6,224 $ 29,940 160,830 $ 965,950 81,611 $ 695,416 20,426 $ 3,810 5,380 $ 681 2,669 $ 375 $ 15,440 $ 1,711,612
5
Empire State Realty OP, L.P.
Condensed Consolidated Statements of Capital
For The Six Months Ended June 30, 2024 and 2023
(unaudited)
(amounts in thousands)
Series PR Operating Partnership Units Series ES Operating Partnership Units Limited Partners Series 60 Operating Partnership Units Limited Partners Series 250 Operating Partnership Units Limited Partners
General Partner Limited Partners
Private Perpetual Preferred Units Private Perpetual Preferred Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Non-controlling Interest in Other Partnerships Total Capital
Balance at December 31, 2023 6,224 $ 29,940 163,046 $ 985,518 80,189 $ 694,512 19,947 $ 4,427 5,144 $ 779 2,619 $ 462 $ 15,407 $ 1,731,045
Conversion of operating partnership units to ESRT Partner's Capital - - 2,263 9,098 (1,027) (8,830) (899) (210) (255) (42) (82) (16) - -
Repurchases of common units - - - - - - - - - - - - - -
Acquisition of non-controlling interests in other partnerships - - - 114 - - - - - - - - (15,411) (15,297)
Equity compensation - - 156 281 3,076 9,556 - - - - - - - 9,837
Distributions - (2,101) - (11,552) - (5,671) - (1,349) - (347) - (179) - (21,199)
Net income - 2,101 - 22,732 - 10,192 - 2,677 - 697 - 367 4 38,770
Other comprehensive income - - - 5,088 - 2,174 - 571 - 149 - 78 - 8,060
Balance at June 30, 2024 6,224 $ 29,940 165,465 $ 1,011,279 82,238 $ 701,933 19,048 $ 6,116 4,889 $ 1,236 2,537 $ 712 $ - $ 1,751,216
Series PR Operating Partnership Units Series ES Operating Partnership Units Limited Partners Series 60 Operating Partnership Units Limited Partners Series 250 Operating Partnership Units Limited Partners
General Partner Limited Partners
Private Perpetual Preferred Units Private Perpetual Preferred Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Non-controlling Interest in Other Partnerships Total Capital
Balance at December 31, 2022 6,224 $ 29,940 161,129 $ 954,375 80,475 $ 681,827 21,081 $ 1,391 5,558 $ 16 2,789 $ 76 15,466 $ 1,683,091
Conversion of operating partnership units to ESRT Partner's Capital - - 1,532 5,019 (579) (4,907) (655) (95) (178) (4) (120) (13) - -
Contributions from consolidated joint ventures - - - - - - - - - - - - 112 112
Repurchases of common units - - (2,151) (13,105) - - - - - - - - - (13,105)
Equity compensation - - 320 469 1,715 9,274 - - - - - - - 9,743
Distributions - (2,101) - (11,297) - (4,846) - (1,442) - (382) - (189) - (20,257)
Net income (loss) - 2,101 - 28,373 - 13,092 - 3,681 - 978 - 466 (42) 48,649
Other comprehensive income - - - 2,116 - 976 - 275 - 73 - 35 (96) 3,379
Balance at June 30, 2023 6,224 $ 29,940 160,830 $ 965,950 81,611 $ 695,416 20,426 $ 3,810 5,380 $ 681 2,669 $ 375 $ 15,440 $ 1,711,612
The accompanying notes are an integral part of these consolidated financial statements
6
Empire State Realty OP, L.P.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(amounts in thousands)
Six Months Ended June 30,
2024 2023
Cash Flows From Operating Activities
Net income $ 38,770 $ 48,649
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 93,554 93,688
Gain on disposition of property (10,803) (29,261)
Amortization of non-cash items within interest expense 4,289 4,521
Amortization of acquired above- and below-market leases, net (1,027) (1,378)
Amortization of acquired below-market ground leases 3,916 3,916
Straight-lining of rental revenue (4,961) (12,415)
Equity based compensation 9,837 9,743
Loss on early extinguishment of debt 553 -
Increase (decrease) in cash flows due to changes in operating assets and liabilities:
Security deposits (9,639) 15,326
Tenant and other receivables 3,648 (8,708)
Deferred leasing costs (14,377) (9,316)
Prepaid expenses and other assets (7,163) 957
Accounts payable and accrued expenses 4,328 (9,324)
Deferred revenue and other liabilities (2,875) (492)
Net cash provided by operating activities 108,050 105,906
Cash Flows From Investing Activities
Acquisition of non-controlling interests in other partnerships (14,226) -
Reduction of cash from derecognition of assets (12,876) -
Net proceeds from disposition of property - 88,910
Post-closing costs from a prior period sale of property (4,034) -
Development costs (9) -
Additions to building and improvements (96,517) (76,166)
Net cash (used in) provided by investing activities (127,662) 12,744
The accompanying notes are an integral part of these consolidated financial statements
7
Empire State Realty OP, L.P.
Condensed Consolidated Statements of Cash Flows (continued)
(unaudited)
(amounts in thousands)
Six Months Ended June 30,
2024 2023
Cash Flows From Financing Activities
Repayment of mortgage notes payable (2,961) (4,270)
Proceeds from unsecured senior notes 225,000 -
Proceeds from unsecured term loan 95,000 -
Repayment of unsecured term loan (215,000) -
Proceeds from unsecured revolving credit facility 120,000 -
Deferred financing costs (11,636) -
Contributions from consolidated joint ventures - 112
Repurchases of common units - (13,105)
Distributions (21,199) (20,257)
Net cash provided by (used in) financing activities 189,204 (37,520)
Net increase (decrease) in cash and cash equivalents and restricted cash 169,592 81,130
Cash and cash equivalents and restricted cash-beginning of period 406,956 314,678
Cash and cash equivalents and restricted cash-end of period $ 576,548 $ 395,808
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period $ 346,620 $ 264,434
Restricted cash at beginning of period 60,336 50,244
Cash and cash equivalents and restricted cash at beginning of period $ 406,956 $ 314,678
Cash and cash equivalents at end of period $ 535,533 $ 315,357
Restricted cash at end of period 41,015 80,451
Cash and cash equivalents and restricted cash at end of period $ 576,548 $ 395,808
Supplemental disclosures of cash flow information:
Cash paid for interest $ 43,392 $ 46,116
Cash paid for income taxes $ 1,260 $ 405
Non-cash investing and financing activities:
Building and improvements included in accounts payable and accrued expenses $ 48,510 $ 38,677
Write-off of fully depreciated assets 5,359 21,182
Derivative instruments at fair values included in prepaid expenses and other assets 16,239 19,329
Contract asset 166,955 -
Debt associated with property in receivership 177,667 -
Accrued interest associated with property in receivership 1,589 -
Conversion of operating partnership units to ESRT partner's capital 9,098 5,019
The accompanying notes are an integral part of these consolidated financial statements
8
Empire State Realty OP, L.P.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Description of Business and Organization
As used in these condensed consolidated financial statements, unless the context otherwise requires, "we," "us," "our," and the "Company," mean Empire State Realty OP, L.P. and its consolidated subsidiaries.
Empire State Realty OP, L.P. (the "Operating Partnership") is the entity through which Empire State Realty Trust, Inc. (NYSE: ESRT), a NYC-focused real estate investment trust ("REIT") that owns and operates a portfolio of modernized, amenitized, and well-located office, retail, and multifamily assets, conducts all of its business and owns (either directly or through subsidiaries) substantially all of its assets. ESRT's flagship Empire State Building, the "World's Most Famous Building," features its iconic Observatory that was declared the #1 Attraction in the World - and the #1 Attraction in the U.S. for the third consecutive year - in Tripadvisor's 2024 Travelers' Choice Awards: Best of the Best Things to Do. The Company is a recognized leader in energy efficiency and indoor environmental quality.
As of June 30, 2024, our portfolio was comprised of approximately 7.9 million rentable square feet of office space, 0.7 million rentable square feet of retail space and 727 residential units. Our office portfolio included 10 properties (including three long-term ground leasehold interests). Nine of these office properties are located in midtown Manhattan and encompass approximately 7.6 million rentable square feet of office space and 0.5 million rentable square feet of retail space, including the Empire State Building. The remaining office property encompasses approximately 0.3 million rentable square feet and is located in Stamford, Connecticut, with immediate access to mass transportation. Additionally, we have entitled land adjacent to the Stamford office property that can support the development of either office or residential per local zoning. Our multifamily portfolio included 727 residential units in New York City.
We were organized as a Delaware limited partnership on November 28, 2011, and commenced operations upon completion of the initial public offering of ESRT's Class A common stock and related formation transactions on October 7, 2013 (the "IPO"). ESRT's Class A common stock, par value $0.01 per share, is listed on the New York Stock Exchange under the symbol "ESRT." ESRT, as the sole general partner in our Company, has responsibility and discretion in the management and control of our Company, and our limited partners, in such capacity, have no authority to transact business for, or participate in the management activities, of our Company. As of June 30, 2024, ESRT owned approximately 60.3% of our operating partnership units.
2. Summary of Significant Accounting Policies
There have been no material changes to the summary of significant accounting policies included in the "Summary of Significant Accounting Policies" section in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report").
Basis of Quarterly Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments and eliminations (including intercompany balances and transactions), consisting of normal recurring adjustments, considered necessary for the fair presentation of the financial statements have been included.
The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the corresponding full years. These financial statements should be read in conjunction with the financial statements and accompanying notes included in the financial statements for the year ended December 31, 2023 contained in our Annual Report. Our Observatory business is subject to tourism trends and the weather, and therefore does experience some seasonality. For the year ended December 31, 2023, approximately 17% of our annual Observatory revenue was realized in the first quarter, 26% was realized in the second quarter, 29% was realized in the third quarter, and 28% was realized in the fourth quarter. Our multifamily business experiences some seasonality based on general market trends in New York City - the winter months (November through January) are slower in terms of lease activity. We seek to mitigate this by staggering lease terms such that
9
lease expirations are matched with seasonal demand. We do not consider the balance of our business to be subject to material seasonal fluctuations.
We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members. For variable interest entities ("VIE"), we consolidate the entity if we are deemed to have a variable interest in the entity and through that interest we are deemed the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. We had no VIEs as of June 30, 2024 and December 31, 2023.
We will assess the accounting treatment for each investment we may have in the future. This assessment will include a review of each entity's organizational agreement to determine which party has what rights and whether those rights are protective or participating. For all VIEs, we will review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity's economic performance and benefit. In situations where we or our partner could approve, among other things, the annual budget, or leases that cover more than a nominal amount of space relative to the total rentable space at each property, we would not consolidate the investment as we consider these to be substantive participation rights that result in shared power of the activities that would most significantly impact the performance and benefit of such joint venture investment.
A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Non-controlling interests are required to be presented as a separate component of equity in the condensed consolidated balance sheets and in the condensed consolidated statements of operations by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.
Accounting Estimates
The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to use estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Significant items subject to such estimates and assumptions include allocation of the purchase price of acquired real estate properties among tangible and intangible assets, determination of the useful life of real estate properties and other long-lived assets, valuation and impairment analysis of commercial real estate properties, goodwill, right-of-use assets and other long-lived and indefinite-lived assets, estimate of tenant expense reimbursements, valuation of the allowance for doubtful accounts, and valuation of derivative instruments, ground lease liabilities, senior unsecured notes, mortgage notes payable, unsecured revolving credit and term loan facilities, and equity-based compensation. These estimates are prepared using management's best judgment, after considering past, current, and expected events and economic conditions. Actual results could differ from those estimates.
3. Acquisitions and Dispositions
Property Acquisitions
In September 2023, we closed on the acquisition of a retail property in Williamsburg, Brooklyn, located on the corner of North 6thStreet and Wythe Avenue for a purchase price of $26.4 million. The purchase price is the fair value at the date of acquisition.
The following table summarizes properties acquired during the six and twelve months ended June 30, 2024 and December 31, 2023, respectively (amounts in thousands):
Intangibles
Property Date Acquired Land Building and Improvements Assets Liabilities Total*
Williamsburg Retail, Brooklyn 9/14/2023 $ 4,851 $ 20,936 $ 1,573 $ (300) $ 27,060
*Includes total capitalized transaction costs of $0.7 million.
In March 2024, we executed a buyout of our partner's 10% interest in two of our multifamily properties located at 561 10thAvenue and 345 East 94thStreet in Manhattan for $14.2 million in cash and the assumption of $18.0 million of in-place
10
debt. As of June 30, 2024, we own 100% of the interests in these assets. As there was no change in control, we accounted for this acquisition as an equity transaction in accordance with Accounting Standards Codification 810-10 and no gain or loss was recognized.
Subsequent to quarter-end, in July 2024, we entered into two purchase agreements, each relating to the acquisition of separate prime retail portfolios located on North 6thStreet in the Williamsburg neighborhood of Brooklyn, New York for $103 million and $92 million, respectively. These acquisitions are subject to customary closing conditions and are anticipated to close in the third quarter of 2024.
Property Dispositions
The following table summarizes properties disposed of during the six and twelve months ended June 30, 2024 and December 31, 2023, respectively (amounts in thousands):
Property Date of Disposal Sales Price Gain on Disposition
First Stamford Place, Stamford, Connecticut 5/22/2024 N/A $ 10,803
500 Mamaroneck Avenue, Harrison, New York* 4/5/2023 $ 53,000 $ 11,075
69-97 and 103-107 Main Street, Westport, Connecticut 2/1/2023 $ 40,000 $ 15,689
*The gain is net of approximately $4.5 million of post-closing costs we accrued related to our commitment to reimburse the buyer for a lease that did not occur. We funded the buyer for these costs and we have no further obligations or contingencies related to this property.
In April 2024, we worked with the First Stamford Place mortgage lender to structure a consensual foreclosure. On May 22, 2024, a receiver was appointed and we ended our management of the property. In connection with this, we removed the related assets and liabilities from our condensed consolidated balance sheet as of June 30, 2024 and recognized a gain of $10.8 million that is reflected in the condensed consolidated statements of operations for the three and six months ended June 30, 2024. We also recorded a contract asset of $167.0 million and the related debt associated with property under receivership and accrued interest associated with property under receivership of $177.7 million and $1.6 million, respectively, are included in our condensed consolidated balance sheet as of June 30, 2024. This contract asset represents our right to debt extinguishment once the foreclosure process on the First Stamford Place property is completed.
4. Deferred Costs, Acquired Lease Intangibles and Goodwill
Deferred costs, net, consisted of the following as of June 30, 2024 and December 31, 2023 (amounts in thousands):
June 30, 2024 December 31, 2023
Leasing costs $ 220,917 $ 224,295
Acquired in-place lease value and deferred leasing costs 145,627 158,267
Acquired above-market leases 21,565 23,918
Total deferred costs, excluding net deferred financing costs 388,109 406,480
Less: accumulated amortization (225,683) (236,900)
Total deferred costs, net, excluding net deferred financing costs $ 162,426 $ 169,580
At June 30, 2024 and December 31, 2023, $9.9 million and $2.9 million, respectively, of net deferred financing costs associated with the unsecured revolving credit facility was included in deferred costs, net on the condensed consolidated balance sheets.
Amortization expense related to deferred leasing costs and acquired deferred leasing costs was $5.2 million and $11.0 million for the three and six months ended June 30, 2024, respectively, and $6.1 million and $11.9 million for the three and six months ended June 30, 2023, respectively. Amortization expense related to acquired lease intangibles was $1.2 million and $2.5 million for the three and six months ended June 30, 2024, respectively, and $2.3 million and $4.6 million for the three and six months ended June 30, 2023, respectively.
Amortizing acquired intangible assets and liabilities consisted of the following as of June 30, 2024 and December 31, 2023 (amounts in thousands):
11
June 30, 2024 December 31, 2023
Acquired below-market ground leases $ 396,916 $ 396,916
Less: accumulated amortization (79,590) (75,675)
Acquired below-market ground leases, net $ 317,326 $ 321,241
June 30, 2024 December 31, 2023
Acquired below-market leases $ (51,883) $ (55,155)
Less: accumulated amortization 40,011 41,405
Acquired below-market leases, net $ (11,872) $ (13,750)
Rental revenue related to the amortization of below-market leases, net of above-market leases, was $0.5 million and $1.0 million for the three and six months ended June 30, 2024, respectively, and $0.7 million and $1.4 million for the three and six months ended June 30, 2023, respectively.
As of June 30, 2024 and December 31, 2023, we had goodwill of $491.5 million. Goodwill was allocated $227.5 million to the Observatory reportable segment and $264.0 million to the real estate reportable segment.
We performed our annual goodwill testing in October 2023, where we bypassed the optional qualitative goodwill impairment assessment and proceeded directly to a quantitative assessment of the Observatory reportable segment and engaged a third-party valuation consulting firm to perform the valuation process. The quantitative analysis used a combination of the discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs and the guideline company method (a form of the market approach). Significant assumptions under the former included revenue and cost projections, weighted average cost of capital, long-term growth rate and income tax considerations while the latter included guideline company enterprise values, revenue multiples, EBITDA multiples and control premium rates. Our methodology to review goodwill impairment, which included a significant amount of judgment and estimates, provided a reasonable basis to determine whether impairment had occurred. The quantitative analysis performed concluded the fair value of the reporting unit exceeds its carrying value. We also perform quarterly qualitative assessments and have not identified any events which would indicate, on a more likely than not basis, that the goodwill allocated to the reporting unit was impaired. Many of the factors employed in determining whether or not goodwill is impaired are outside of our control, and it is reasonably likely that assumptions and estimates will change in future periods. We will continue to assess the impairment of the Observatory reporting unit goodwill going forward.
5. Debt
Debt consisted of the following as of June 30, 2024 and December 31, 2023 (amounts in thousands):
Principal Balance As of June 30, 2024
June 30, 2024 December 31, 2023 Stated
Rate
Effective
Rate(1)
Maturity
Date(2)
Fixed rate mortgage debt
Metro Center(3)
$ 78,774 $ 80,070 3.59 % 3.67 % 11/5/2024
10 Union Square 50,000 50,000 3.70 % 3.97 % 4/1/2026
1542 Third Avenue 30,000 30,000 4.29 % 4.53 % 5/1/2027
First Stamford Place(4)
- 175,860 - - -
1010 Third Avenue and 77 West 55th Street 34,508 34,958 4.01 % 4.21 % 1/5/2028
250 West 57th Street 180,000 180,000 2.83 % 3.21 % 12/1/2030
1333 Broadway 160,000 160,000 4.21 % 4.29 % 2/5/2033
345 East 94th Street - Series A 43,600 43,600
70% of SOFR plus 0.95%
3.56 % 11/1/2030
345 East 94th Street - Series B 6,857 7,209
SOFR plus 2.24%
3.56 % 11/1/2030
561 10th Avenue - Series A 114,500 114,500
70% of SOFR plus 1.07%
3.85 % 11/1/2033
561 10th Avenue - Series B 14,938 15,801
SOFR plus 2.45%
3.85 % 11/1/2033
12
Total mortgage debt 713,177 891,998
Senior unsecured notes:(5)
Series A 100,000 100,000 3.93 % 3.96 % 3/27/2025
Series B 125,000 125,000 4.09 % 4.12 % 3/27/2027
Series C 125,000 125,000 4.18 % 4.21 % 3/27/2030
Series D 115,000 115,000 4.08 % 4.11 % 1/22/2028
Series E 160,000 160,000 4.26 % 4.27 % 3/22/2030
Series F 175,000 175,000 4.44 % 4.45 % 3/22/2033
Series G 100,000 100,000 3.61 % 4.89 % 3/17/2032
Series H 75,000 75,000 3.73 % 5.00 % 3/17/2035
Series I 155,000 - 7.20 % 7.39 % 6/17/2029
Series J 45,000 - 7.32 % 7.46 % 6/17/2031
Series K 25,000 - 7.41 % 7.52 % 6/17/2034
Unsecured term loan facility(5)
175,000 175,000
SOFR plus 1.50%
4.61 % 12/31/2026
Unsecured term loan facility(5)
95,000 215,000
SOFR plus 1.50%
4.48 % 3/8/2029
Unsecured revolving credit facility(5)
120,000 -
SOFR plus 1.30%
4.04 % 3/8/2029
Total principal 2,303,177 2,256,998
Deferred financing costs, net (10,844) (9,488)
Unamortized debt discount (6,574) (6,964)
Total $ 2,285,759 $ 2,240,546
______________
(1)The effective rate is the yield as of June 30, 2024 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements.
(2)Pre-payment is generally allowed for each loan upon payment of a customary pre-payment penalty.
(3)In July 2024, this loan was refinanced and commencing in November 2024 the new principal balance of $71.6 million will be interest only at the same interest rate of 3.59%, with a maturity of November 2029, inclusive of a one-year extension option.
(4)In April 2024, we worked with the First Stamford Place mortgage lender to structure a consensual foreclosure. In May 2024, the First Stamford Place property was placed in receivership and accordingly, we reclassified the related debt to be included in debt associated with property under receivership in our condensed consolidated balance sheet as of June 30, 2024, consisting of a $164 million mortgage loan bearing interest at 4.09% and a $11.9 million loan bearing interest at 6.25%. See also Note 3 Acquisitions and Dispositions.
(5)At June 30, 2024, we were in compliance with all debt covenants.
Principal Payments
Aggregate required principal payments at June 30, 2024 are as follows (amounts in thousands):
Year Amortization Maturities Total
2024 $ 2,827 $ 77,675 $ 80,502
2025 3,664 100,000 103,664
2026 3,957 225,000 228,957
2027 4,276 155,000 159,276
2028 3,556 146,092 149,648
Thereafter 18,523 1,562,607 1,581,130
Total $ 36,803 $ 2,266,374 $ 2,303,177
13
Deferred Financing Costs
Deferred financing costs, net, consisted of the following at June 30, 2024 and December 31, 2023 (amounts in thousands):
June 30, 2024 December 31, 2023
Financing costs $ 52,498 $ 43,473
Less: accumulated amortization (31,761) (31,108)
Total deferred financing costs, net $ 20,737 $ 12,365
Amortization expense related to deferred financing costs was $1.0 million and $2.1 million for the three and six months ended June 30, 2024, respectively, and $1.1 million and $2.2 million for the three and six months ended June 30, 2023, respectively.
Unsecured Revolving Credit and Term Loan Facilities
On March 8, 2024, through our Operating Partnership, we entered into a second amended and restated credit agreement with Bank of America, N.A., as administrative agent and the other lenders party thereto, that amends and restates the amended and restated credit agreement, dated August 29, 2017 which governs our senior unsecured revolving credit facility and term loan facility (collectively, the "BofA Credit Facilities"). The BofA Credit Facilities are comprised of a $620 million senior unsecured revolving credit facility (the "Revolving Credit Facility") and a $95 million term loan facility (the "BofA Term Loan Facility"). We may request that the BofA Credit Facilities be increased through one or more increases in the Revolving Credit Facility or one or more increases in the BofA Term Loan Facility or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount under the second amended and restated credit agreement not to exceed $1.5 billion.
The Revolving Credit Facility matures on March 8, 2029, inclusive of twosix-month extension periods and replaced the existing revolving credit facility that was due to mature in March 2025. The BofA Term Loan Facility matures on March 8, 2029, inclusive of twotwelve-month extension periods and replaced the existing term loan facility that was due to mature in March 2025. Initial interest rates on the BofA Credit Facilities, which may change based on our leverage levels, are SOFR plus a benchmark adjustment of 10.0 basis points ("adjusted SOFR") plus 130 basis points for any drawn portion of the Revolving Credit Facility and adjusted SOFR plus 150 basis points for the BofA Term Loan Facility. In addition, the BofA Credit Facilities have a sustainability-linked pricing mechanism that reduces the borrowing spread if certain benchmarks are achieved each year. As of June 30, 2024, we had $120.0 million borrowings drawn on the Revolving Credit Facility and $95.0 million under the BofA Term Loan Facility.
On March 13, 2024, through our Operating Partnership, we entered into a third amendment to our credit agreement dated March 19, 2020 with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, which governs a senior unsecured term loan facility (the "Wells Term Loan Facility"). The Wells Term Loan Facility is in the original principal amount of $175.0 million and matures on December 31, 2026. The third amendment provides for, among other things, certain conforming changes to the BofA Credit Facilities agreement, including increases to the capitalization rate for certain of our properties. No other changes were made to the amount of the commitments, the maturity date of the outstanding loans or the covenants. We may request the Wells Term Loan Facility be increased through one or more increases or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $225 million. As of June 30, 2024, our borrowings amounted to $175.0 million under the Wells Term Loan Facility.
The terms of both the BofA Credit Facilities and the Wells Term Loan Facility include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports. Both facilities also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements governing both facilities also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of REIT qualification, and occurrence of a change of control. As of June 30, 2024, we were in compliance with these covenants.
Senior Unsecured Notes
14
On April 10, 2024, we entered into a Purchase Agreement pursuant to which we issued and sold an aggregate $225 million principal amount of notes, consisting of (a) $155 million aggregate principal amount of 7.20% Series I Green Guaranteed Senior Notes due June 17, 2029, (b) $45 million aggregate principal amount of 7.32% Series J Green Guaranteed Senior Notes due June 17, 2031 and (c) $25 million aggregate principal amount of 7.41% Series K Green Guaranteed Senior Notes due June 17, 2034. The sale of the Series I-K notes closed on June 17, 2024. The issue price for the notes was 100% of the aggregate principal amount thereof. Pursuant to the terms of the Purchase Agreement, we may prepay all or a portion of the notes upon notice to the holders at a price equal to 100% of the principal amount plus a make-whole premium as set forth in the Purchase Agreement.
The terms of our senior unsecured notes, including the Series I-K notes, include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports. The terms also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of REIT qualification. As of June 30, 2024, we were in compliance with these covenants.
6. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following as of June 30, 2024 and December 31, 2023 (amounts in thousands):
June 30, 2024 December 31, 2023
Capital expenditures included in accounts payable and accrued expenses $ 48,510 $ 51,815
Accounts payable and accrued expenses 38,050 44,169
Interest rate swap agreements liability - 85
Accrued interest payable 4,348 3,687
Total accounts payable and accrued expenses $ 90,908 $ 99,756
7. Financial Instruments and Fair Values
Derivative Financial Instruments
We use derivative financial instruments primarily to manage interest rate risk and such derivatives are not considered speculative. These derivative instruments are typically in the form of interest rate swap and forward agreements, and the primary objective is to minimize interest rate risks associated with investing and financing activities. The counterparties of these arrangements are major financial institutions with which we may also have other financial relationships. We are exposed to credit risk in the event of non-performance by these counterparties; however, we currently do not anticipate that any of the counterparties will fail to meet their obligations.
We have agreements with our derivative counterparties that contain a provision where if we either default or are capable of being declared in default on any of our indebtedness, then we could also be declared in default on our derivative obligations. As of June 30, 2024, we did not have derivatives in a net liability position.
As of June 30, 2024 and December 31, 2023, we had interest rate swaps and caps with an aggregate notional value of $585.8 million and $573.2 million, respectively. The notional value does not represent exposure to credit, interest rate or market risks. As of June 30, 2024, the fair value of our derivative instruments in an asset position amounted to $16.2 million, which is included in prepaid expenses and other assets on the condensed consolidated balance sheet. As of December 31, 2023, the fair value of our derivative instruments amounted to $11.8 million which is included in prepaid expenses and other assets, and ($0.1 million) which is included in accounts payable and accrued expenses on the condensed consolidated balance sheet. These interest rate swaps have been designated as cash flow hedges and hedge the variability in future cash flows associated with our existing variable-rate term loan facilities. Interest rate caps not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.
As of June 30, 2024 and 2023, our cash flow hedges are deemed highly effective and a net unrealized gain (loss) of $2.2 million and $8.1 million for the three and six months ended June 30, 2024, respectively, and a net unrealized gain of $10.1
15
million and $3.4 million for the three and six months ended June 30, 2023, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the condensed consolidated statements of comprehensive income. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the debt. We estimate that $6.3 million net gain of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months.
The table below summarizes the terms of agreements and the fair values of our derivative financial instruments as of June 30, 2024 and December 31, 2023 (amounts in thousands):
June 30, 2024 December 31, 2023
Derivative Notional Amount Receive Rate Pay Rate Effective Date Expiration Date Asset Liability Asset Liability
Interest rate swap $ 36,820
70% of 1 Month SOFR
2.5000% December 1, 2021 November 1, 2030 $ 785 $ - $ 64 $ -
Interest rate swap 103,790
70% of 1 Month SOFR
2.5000% December 1, 2021 November 1, 2033 2,480 - - (85)
Interest rate swap 10,710
70% of 1 Month SOFR
1.7570% December 1, 2021 November 1, 2033 751 - 546 -
Interest rate swap 15,085 1 Month SOFR 2.2540% December 1, 2021 November 1, 2030 932 - 782 -
Interest rate cap 6,780
70% of 1 Month SOFR
4.5000% December 1, 2021 October 1, 2024 - - - -
Interest rate cap 9,188 1 Month SOFR 5.5000% December 1, 2021 October 1, 2024 1 - 4 -
Interest rate swap 175,000 SOFR Compound 2.5620% August 31, 2022 December 31, 2026 7,437 - 5,637 -
Interest rate swap 107,500 SOFR Compound 2.6260% August 19, 2022 March 19, 2025 1,863 - 2,384 -
Interest rate swap 107,500 SOFR OIS Compound 2.6280% August 19, 2022 March 19, 2025 1,861 - 2,383 -
Interest rate cap 6,780
70% of 1 Month SOFR
4.5000% October 1, 2024 November 1, 2030 40 - - -
Interest rate cap 6,676 1 Month SOFR 5.5000% October 1, 2024 November 1, 2030 89 - - -
$ 16,239 $ - $ 11,800 $ (85)
The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023 (amounts in thousands):
Three Months Ended Six Months Ended
Effects of Cash Flow Hedges June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Amount of gain recognized in other comprehensive income (loss) $ 2,853 $ 11,935 $ 11,051 $ 6,533
Amount of loss reclassified from accumulated other comprehensive income (loss) into interest expense 667 1,882 2,991 3,154
The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 (amounts in thousands):
Three Months Ended Six Months Ended
Effects of Cash Flow Hedges June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ (25,323) $ (25,405) $ (50,451) $ (50,709)
Amount of loss reclassified from accumulated other comprehensive income (loss) into interest expense 667 1,882 2,991 3,154
Fair Valuation
16
The estimated fair values at June 30, 2024 and December 31, 2023 were determined by management, using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The fair value of derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Although the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. The impact of such credit valuation adjustments, determined based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all our derivatives were classified as Level 2 of the fair value hierarchy.
The fair values of our mortgage notes payable, senior unsecured notes (Series A, B, C, D, E, F, G, H, I, J, and K), unsecured term loan facilities and unsecured revolving credit facility which are determined using Level 3 inputs are estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by us.
The following tables summarize the carrying and estimated fair values of our financial instruments as of June 30, 2024 and December 31, 2023 (amounts in thousands):
June 30, 2024
Estimated Fair Value
Carrying
Value 		Total Level 1 Level 2 Level 3
Interest rate swaps and caps included in prepaid expenses and other assets $ 16,239 $ 16,239 $ - $ 16,239 $ -
Mortgage notes payable 700,348 609,545 - - 609,545
Senior unsecured notes - Series A, B, C, D, E, F, G, H, I, J, and K 1,196,831 1,106,300 - - 1,106,300
Unsecured term loan facilities 268,580 270,000 - - 270,000
Unsecured revolving credit facility 120,000 120,000 - - 120,000
December 31, 2023
Estimated Fair Value
Carrying
Value 		Total Level 1 Level 2 Level 3
Interest rate swaps and caps included in prepaid expenses and other assets $ 11,800 $ 11,800 $ - $ 11,800 $ -
Interest rate swaps included in accounts payable and accrued expenses 85 85 - 85 -
Mortgage notes payable 877,388 774,280 - - 774,280
Senior unsecured notes - Series A, B, C, D, E, F, G and H 973,872 882,242 - - 882,242
Unsecured term loan facilities 389,286 390,000 - - 390,000
The fair value of debt associated with property in receivership, which has a carrying value of $177.7 million as of June 30, 2024, and categorized as Level 3 of the fair value hierarchy, was $156.7 million as of June 30, 2024.
Disclosure about the fair value of financial instruments is based on pertinent information available to us as of June 30, 2024 and December 31, 2023. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
8. Leases
Lessor
17
We lease various spaces to tenants over terms ranging from oneto 30 years. Certain leases have renewal options for additional terms. The leases provide for base monthly rentals and reimbursements for real estate taxes, escalations linked to the consumer price index or common area maintenance known as operating expense escalation. Operating expense reimbursements are reflected in our June 30, 2024 and 2023 condensed consolidated statements of operations as rental revenue.
Rental revenue includes fixed and variable payments. Fixed payments primarily relate to base rent and variable payments primarily relate to tenant expense reimbursements for certain property operating costs. The components of rental revenue for the three and six months ended June 30, 2024 and 2023 are as follows (amounts in thousands):
Three Months Ended Six Months Ended
Rental revenue June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Fixed payments 136,235 138,318 272,588 262,882
Variable payments 16,235 16,285 33,764 31,812
Total rental revenue $ 152,470 $ 154,603 $ 306,352 $ 294,694
As of June 30, 2024, we were entitled to the following future contractual minimum lease payments (excluding operating expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2054 (amounts in thousands):
Remainder of 2024 $ 243,042
2025 497,504
2026 460,783
2027 440,768
2028 402,365
Thereafter 1,910,486
$ 3,954,948
The above future minimum lease payments exclude tenant recoveries and the net accretion of above-market leases and below-market lease intangibles. Some leases are subject to termination options generally upon payment of a termination fee. The preceding table is prepared assuming such options are not exercised.
Lessee
We determine if an arrangement is a lease at inception. Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets of $28.3 million and lease liabilities of $28.3 million in our condensed consolidated balance sheets as of June 30, 2024. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.
The ground leases are due to expire between the years 2050 and 2077, inclusive of extension options, and have no variable payments or residual value guarantees. As our leases do not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), in determining the present value of lease payments. The weighted average incremental borrowing rate used to calculate the right-of-use assets and lease liabilities as of June 30, 2024 was 4.5%. Rent expense for lease payments related to our operating leases is recognized on a straight-line basis over the non-cancellable term of the leases. The weighted average remaining lease term as of June 30, 2024 was 46.0 years.
As of June 30, 2024, the following table summarizes our future minimum lease payments discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (amounts in thousands):
Remainder of 2024 $ 760
2025 1,518
18
2026 1,503
2027 1,482
2028 1,482
Thereafter 60,795
Total undiscounted cash flows 67,540
Present value discount (39,222)
Ground lease liabilities $ 28,318
9. Commitments and Contingencies
Legal Proceedings
Except as described below, as of June 30, 2024, we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants. We believe that the costs and related liabilities, if any, which may result from such actions will not materially affect our condensed consolidated financial position, operating results or liquidity.
As previously disclosed, in October 2014, 12 former investors (the "Claimants") in Empire State Building Associates L.L.C. ("ESBA"), which, prior to the IPO, owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L. Malkin, Anthony E. Malkin, Thomas N. Keltner, Jr., and our subsidiary ESRT MH Holdings LLC, the former supervisor of ESBA, (the "Respondents"). The statement of claim (also filed later in federal court in New York for the expressed purpose of tolling the statute of limitations) alleged breach of fiduciary duty and related claims in connection with the IPO and formation transactions and sought monetary damages and declaratory relief. Claimants had opted out of a prior class action bringing similar claims that were settled with court approval. Respondents filed an answer and counterclaims. In March 2015, the federal court action was stayed on consent of all parties pending the arbitration. Arbitration hearings started in May 2016 and concluded in August 2018. On August 26, 2020, the arbitration panel issued an award that denied all Claimants' claims with one exception, on which it awarded the Claimants approximately $1.2 million, inclusive of seven years of interest through October 2, 2020. This amount was recorded as an IPO litigation expense in the consolidated statements of operations for the year ended December 31, 2020.
Respondents believe that such award in favor of the Claimants is entirely without merit and sought to vacate that portion of the award. On July 31, 2023, the New York State court denied the Respondents' petition to vacate in part and confirmed the award. On January 22, 2024, that court entered judgment in favor of the Claimants (save for one Claimant, whose petition to confirm is still pending in New York state court) in an amount of approximately $1.26 million, inclusive of interest. The Respondents believe those rulings are incorrect and have appealed them. In addition, certain of the Claimants in the federal court action brought to toll the statute of limitations and sought to pursue claims in that case against the Respondents. Respondents believe that any such claims are meritless. The magistrate judge assigned to the action has issued a Report and Recommendation rejecting the Claimants' claims; the district judge will decide whether to adopt the Report and Recommendation.
Pursuant to indemnification agreements which were made with our directors, executive officers and chairman emeritus as part of our formation transactions, Anthony E. Malkin, Peter L. Malkin and Thomas N. Keltner, Jr. have defense and indemnity rights from us with respect to this arbitration.
Unfunded Capital Expenditures
At June 30, 2024, we estimate that we will incur approximately $111.6 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements. We expect to fund these capital expenditures with operating cash flow, cash on hand and other borrowings. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs. We expect that these financing requirements will be met in a similar fashion.
Concentration of Credit Risk
Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, tenant and other receivables and deferred rent receivables. At June 30, 2024, we held on deposit at various
19
major financial institutions cash and cash equivalents and restricted cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation.
Asset Retirement Obligations
We are required to accrue costs that we are legally obligated to incur on retirement of our properties which result from acquisition, construction, development and/or normal operation of such properties. Retirement includes sale, abandonment or disposal of a property. Under that standard, a conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within a company's control and a liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated. Environmental site assessments and investigations have identified asbestos or asbestos-containing building materials in certain of our properties. As of June 30, 2024, management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates. As such, we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligation. However ongoing asbestos abatement, maintenance programs and other required documentation are carried out as required and related costs are expensed as incurred.
Other Environmental Matters
Under various federal, state and/or local laws, ordinances and regulations, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or release of hazardous substances, waste, or petroleum products at, on, in, under or from such property, including costs for investigation or remediation, natural resource damages, or third-party liability for personal injury or property damage. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence or release of such materials, and the liability may be joint and several. Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property or adjacent properties for commercial, industrial or other purposes. Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials. We also may be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances at such facilities, regardless of whether we comply with environmental laws in doing so. The presence of contamination or the failure to remediate contamination on our properties may adversely affect our ability to attract and/or retain tenants, and our ability to develop or sell or borrow against those properties. In addition to potential liability for cleanup costs, private plaintiffs may bring claims for personal injury, property damage or for similar reasons. Environmental laws also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination. Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which that property may be used or how businesses may be operated on that property.
Some of our properties are adjacent to or near other properties which are used for industrial or commercial purposes or have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. Releases from these properties could impact our properties. In addition, some of our properties have previously been used by former owners or tenants for commercial or industrial activities, e.g., gas stations and dry cleaners, and a portion of the Metro Tower site is currently used for automobile parking and was formerly leased to a fueling facility that may release petroleum products or other hazardous or toxic substances at such properties or to surrounding properties. While certain properties contain or contained uses that could have or have impacted our properties, we are not aware of any liabilities related to environmental contamination that we believe will have a material adverse effect on our operations.
We have post-closing obligations related to the 69-97 and 103-107 Main Street, Westport, Connecticut properties that we sold in February 2023 to (i) close out a voluntary remediation program at 69-97 Main Street to address residual impacts of prior presence of underground storage tanks and (ii) comply with a consent order issued by the Connecticut Department of Environmental Protection to investigate soil conditions at 103-107 Main Street. We believe any expenses incurred to close out and comply with the remediation program and consent order, respectively, will be immaterial to the results of our operations.
In addition, our properties are subject to various federal, state and local environmental and health and safety laws and regulations. Noncompliance with these laws and regulations could subject us or our tenants to liability. These liabilities could affect a tenant's ability to make rental payments to us. Moreover, changes in laws could increase the potential costs of compliance with such laws and regulations or increase liability for noncompliance. This may result in significant unanticipated expenditures. We sometimes require our tenants to comply with environmental and health and safety laws and regulations and to indemnify us for any related liabilities in our leases with them. But in the event of the bankruptcy or inability of any of our tenants to satisfy such obligations, we may be required to satisfy such obligations. We are not presently aware of any instances
20
of material non-compliance with environmental or health and safety laws or regulations at our properties, and we believe that we and/or our tenants have all material permits and approvals necessary under current laws and regulations to operate our properties.
In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs. In particular, as the owner of large commercial buildings in New York City, we are subject to Local Law 97 passed by the New York City Council in April 2019, which for each such building establishes annual limits for greenhouse gas emissions, requires yearly emissions reports beginning in May 2025, and imposes penalties for emissions above such limits. Based upon our present understanding of the law and calculations related thereto, we expect to pay no fine on any building in our commercial portfolio in the 2024-2029 first period of enforcement.
As the owner or operator of real property, we may also incur liability based on various building conditions. For example, environmental site assessments and investigations have identified asbestos or asbestos-containing material ("ACM") in certain of our properties, and it is possible that other properties that we currently own or operate or those we acquire or operate in the future contain, may contain, or may have contained ACM. Environmental and health and safety laws require that ACM be properly managed and maintained and may impose fines or penalties on owners, operators or employers for non-compliance with those requirements. These requirements include special precautions, such as removal, abatement or air monitoring, if ACM would be disturbed during maintenance, redevelopment or demolition of a building, potentially resulting in substantial costs. In addition, we may be subject to liability for personal injury or property damage sustained as a result of releases of ACM into the environment. We are not presently aware of any material liabilities related to building conditions, including any instances of material non-compliance with asbestos requirements or any material liabilities related to asbestos.
Our properties may contain or develop harmful mold or suffer from other indoor air quality issues, which could lead to liability for adverse health effects or property damage or costs for remediation. When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs. We are not presently aware of any material adverse indoor air quality issues at our properties.
As of June 30, 2024, with the exception of the Westport assets, management believes that there are no obligations related to environmental remediation other than maintaining the affected sites in conformity with the relevant authority's mandates and filing the required documents. All such maintenance costs are expensed as incurred. However, we cannot be certain that we have identified all environmental liabilities at our properties, that all necessary remediation actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise.
Insurance Coverage
We carry insurance coverage on our properties of types and in amounts with deductibles that we believe are in line with coverage customarily obtained by owners of similar properties.
10. Capital
As of June 30, 2024, there were 164,483,385 shares of Class A common stock, 981,779 shares of Class B common stock and 108,713,642 operating partnership units outstanding. The controlling interest of 60.3% is owned by ESRT. The other 39.7% non-controlling interest in the OP is diversified among various limited partners, some of whom include Company directors, senior management and employees. ESRT has two classes of common stock as a means to give its OP Unit holders voting rights in the public company that correspond to their economic interest in the combined entity. A one-time option was created at our formation transactions for any pre-IPO OP Unit holder to exchange one OP Unit out of every 50 OP Units they owned for one ESRT Class B share, and such ESRT Class B share carries 50 votes per share.
Stock and Publicly Traded Operating Partnership Unit Repurchase Program
21
ESRT's Board of Directors authorized the repurchase of up to $500 million of ESRT Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2024 through December 31, 2025. Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice. As of June 30, 2024, we had $500.0 million remaining of the authorized repurchase amount. There were no repurchases of equity securities during the three and six months ended June 30, 2024.
Private Perpetual Preferred Units
As of June 30, 2024, there were 4,664,038 Series 2019 Preferred Units ("Series 2019 Preferred Units") and 1,560,360 Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units") outstanding. The Series 2019 Preferred Units have a liquidation preference of $13.52 per unit and are entitled to receive cumulative preferential annual cash distributions of $0.70 per unit payable in arrears on a quarterly basis. The Series 2014 Preferred Units which have a liquidation preference of $16.62 per unit and are entitled to receive cumulative preferential annual cash distributions of $0.60 per unit payable in arrears on a quarterly basis. Both series are not redeemable at the option of the holders and are redeemable at our option only in the case of specific defined events.
Distributions
Total distributions paid to OP unitholders were $9.6 million and $19.1 million for the three and six months ended June 30, 2024, respectively, and $9.5 million and $18.2 million for the three and six months ended June 30, 2023, respectively. Total distributions paid to preferred unitholders were $1.1 million and $2.1 million for the three and six months ended June 30, 2024, respectively, and $1.1 million and $2.1 million for the three and six months ended June 30, 2023, respectively.
Incentive and Share-Based Compensation
On May 9, 2024, the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2024 Equity Incentive Plan (the "2024 Plan") was approved by our shareholders. The 2024 Plan provides for grants to directors, employees and consultants of ESRT and the Operating Partnership, including options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalents and other equity-based awards, and replaced the First Amended and Restated Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2019 Equity Incentive Plan ("2019 Plan", and collectively with the 2024 Plan, the "Plans"). The shares of ESRT Class A common stock underlying any awards under the Plans that are forfeited, canceled or otherwise terminated, other than by exercise, will be added back to the shares of ESRT Class A common stock available for issuance under the 2024 Plan. Shares tendered or held back upon exercise of a stock option or settlement of an award under the Plans to cover the exercise price or tax withholding and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of ESRT Class A common stock available for issuance under the 2024 Plan. In addition, shares of ESRT Class A common stock repurchased on the open market will not be added back to the shares of ESRT Class A common stock available for issuance under the 2024 Plan.
An aggregate of 11.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2024 Plan, and as of June 30, 2024, 10.8 million shares of common stock remain available for future issuance.
Long-term incentive plan ("LTIP") units are a special class of partnership interests. Each LTIP unit awarded will be deemed equivalent to an award of one share of ESRT stock under the Plans, reducing the availability for other equity awards on a one-for-one basis. The vesting period for LTIP units, if any, will be determined at the time of issuance. Under the terms of the LTIP units, we will revalue for tax purposes its assets upon the occurrence of certain specified events, and any increase in valuation from the time of one such event to the next such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of unitholders. Subject to any agreed upon exceptions, once vested and having achieved parity with unitholders, LTIP units are convertible into Series PR operating partnership units on a one-for-one basis.
LTIP units subject to time-based vesting, whether vested or not, receive the same per unit distributions as operating partnership units, which equal per share dividends (both regular and special) on our common stock. Market and performance-
22
based LTIPs receive 10% of such distributions currently, unless and until such LTIP units are earned based on performance, at which time they will receive the accrued and unpaid 90% and will commence receiving 100% of such distributions thereafter.
During the second quarter of 2024, we made grants of 27,473 LTIP units to an employee that are subject to performance-based vesting with a fair market value of $0.3 million and 164,112 LTIP units to our non-employee directors that are subject to time-based vesting with fair market values of $1.5 million.
Share-based compensation for time-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the shorter of (i) the stated vesting period, which is generally three, fouror five years, or (ii) the period from the date of grant to the date the employee becomes retirement eligible, which may occur upon grant. An employee is retirement eligible when the employee attains the (i) age of 65 for awards granted in 2020 and after and age of 60 for awards granted before 2020 and (ii) the date on which the employee has first completed the requisite years of continuous service with us or our affiliates. Share-based compensation for market-based equity awards and performance-based equity awards is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over threeor four years. Additionally, for the performance-based equity awards, we assess, at each reporting period, whether it is probable that the performance conditions will be satisfied. We recognize expense respective to the number of awards we expect to vest at the conclusion of the measurement period. Changes in estimate are accounted for in the period of change through a cumulative catch-up adjustment. Any forfeitures of share-based compensation awards are recognized as they occur.
For the market-based LTIP units, the fair value of the awards was estimated using a Monte Carlo Simulation model and discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. Our stock price, along with the prices of the comparative indexes, is assumed to follow the Geometric Brownian Motion Process. Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on our stock price and the comparative indexes were estimated based on implied volatilities and historical volatilities using an appropriate look-back period. The expected growth rate of the stock prices over the performance period is determined with consideration of the risk-free rate as of the grant date. For LTIP unit awards that are time or performance based, the fair value of the awards was estimated based on the fair value of our stock at the grant date discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. For restricted stock awards, the fair value of the awards is based on the market price of ESRT stock at the grant date.
LTIP units and ESRT restricted stock issued during the six months ended June 30, 2024 were valued at $27.8 million. The weighted average per unit or share fair value was $7.81 for grants issued for the six months ended June 30, 2024. The fair value per unit or share granted in 2024 was estimated on the respective dates of grant using the following assumptions: an expected life from 2.0 to 5.3 years, a dividend rate of 1.6%, a risk-free interest rate from 4.4% to 5.1%, and an expected price volatility from 37.0% to 48.0%. No other stock options, dividend equivalents, or stock appreciation rights were issued during the six months ended June 30, 2024.
The following is a summary of ESRT restricted stock and LTIP unit activity for the six months ended June 30, 2024:
Restricted Stock Time-based LTIPs Market-based LTIPs Performance-based LTIPs Weighted Average Grant Fair Value
Unvested balance at December 31, 2023 598,289 3,297,550 2,738,812 1,276,363 $ 6.60
Vested (195,660) (1,161,942) (459,843) - 7.45
Granted 259,927 1,485,369 1,010,132 808,874 7.81
Forfeited or unearned (25,076) - (228,660) - 7.21
Unvested balance at June 30, 2024 637,480 3,620,977 3,060,441 2,085,237 $ 6.88
The time-based LTIPs and ESRT restricted stock awards are treated for accounting purposes as immediately vested upon the later of (i) the date the grantee attains the age of 60 or 65, as applicable, and (ii) the date on which grantee has first completed the requisite years of continuous service with our Company or its affiliates. For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the market-based and performance-based awards, and accordingly, we recognized $1.7 million and $2.4 million for the three and six months ended June 30, 2024, respectively, and $1.0 million and $1.7 million for the three and six months ended June 30,
23
2023, respectively. Unrecognized compensation expense was $14.9 million at June 30, 2024, which will be recognized over a weighted average period of 2.5 years.
For the remainder of the LTIP unit and ESRT restricted stock awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $5.5 million and $8.2 million for the three and six months ended June 30, 2024, respectively, and $4.4 million and $8.1 million for the three and six months ended June 30, 2023, respectively. Unrecognized compensation expense was $27.9 million at June 30, 2024, which will be recognized over a weighted average period of 2.5 years.
Earnings Per Unit
Earnings per unit is calculated by dividing the net income attributable to common unitholders by the weighted average number of units outstanding during the respective period. Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities. Share-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive.
For the three and six months ended June 30, 2024 and 2023, earnings per unit is computed as follows (amounts in thousands, except per share amounts):
Three Months Ended Six Months Ended
June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023
Numerator:
Net income $ 28,555 $ 36,955 $ 38,770 $ 48,649
Private perpetual preferred unit distributions (1,051) (1,051) (2,101) (2,101)
Net (income) loss attributable to non-controlling interests in other partnerships - (1) (4) 42
Net income attributable to common unitholders - basic and diluted $ 27,504 $ 35,903 $ 36,665 $ 46,590
Denominator:
Weighted average units outstanding - basic 264,676 262,903 264,619 263,694
Effect of dilutive securities:
Stock-based compensation plans 4,040 1,293 3,486 1,042
Weighted average units outstanding - diluted 268,716 264,196 268,105 264,736
Earnings per unit:
Basic $ 0.10 $ 0.14 $ 0.14 $ 0.18
Diluted $ 0.10 $ 0.14 $ 0.14 $ 0.18
There were zero antidilutive shares and LTIP units for the three and six months ended June 30, 2024 and 2023, respectively.
11. Related Party Transactions
Supervisory Fee Revenue
Since we became a public company, we have earned supervisory fees from entities affiliated with Anthony E. Malkin, our Chairman and Chief Executive Officer. These fees were $0.2 million and $0.4 million for the three and six months ended June 30, 2024, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2023, respectively. These fees are included within third-party management and other fees.
Property Management Fee Revenue
24
Since we became a public company, we have earned property management fees from entities affiliated with Anthony E. Malkin. These fees were $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively, and $0.05 million and $0.2 million for the three and six months ended June 30, 2023, respectively. These fees are included within third-party management and other fees.
Other
We receive rent generally at the market rental rate for 5,447 square feet of leased space from an entity affiliated with Anthony E. Malkin at one of our properties. Under the lease, the tenant has the right to cancel such lease without special payment on 90 days' notice. We also have a shared use agreement with such tenant, to occupy a portion of the leased premises as the office location for Peter L. Malkin, our chairman emeritus, utilizing approximately 15% of the space, for which we pay to such tenant an allocable pro rata share of the cost. We also have agreements with these entities and excluded properties and businesses to provide them with general computer-related support services. Total aggregate revenue was $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2023, respectively.
One of ESRT's directors, Hannah Yang, is sister to Heela Yang, who is Founder and Chief Executive Officer of Sol de Janerio USA, a tenant at One Grand Central Place - the lease is projected to commence on January 1, 2025 with a starting annualized rent of $3.5 million. Sol de Janerio is a subsidiary of L'Occitane, a tenant at 111 W. 33rdStreet.
12. Segment Reporting
We have identified two reportable segments: (1) real estate and (2) Observatory. Our real estate segment includes all activities related to the ownership, management, operation, acquisition, redevelopment, repositioning and disposition of our traditional real estate assets. Our Observatory segment operates the 86th and 102nd floor observatories at the Empire State Building. These two lines of businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and marketing strategies. We account for intersegment sales and rents as if the sales or rents were to third parties, that is, at current market prices.
The following tables provide components of segment net income for each segment for the three and six months ended June 30, 2024 and 2023 (amounts in thousands):
25
Three Months Ended June 30, 2024
Real Estate Observatory Intersegment Elimination Total
Revenues:
Rental revenue $ 152,470 $ - $ - $ 152,470
Intercompany rental revenue 20,980 - (20,980) -
Observatory revenue - 34,124 - 34,124
Third-party management and other fees 376 - - 376
Other revenue and fees 2,573 - - 2,573
Total revenues 176,399 34,124 (20,980) 189,543
Operating expenses:
Property operating expenses 41,516 - - 41,516
Intercompany rent expense - 20,980 (20,980) -
Ground rent expenses 2,332 - - 2,332
General and administrative expenses 18,020 - - 18,020
Observatory expenses - 8,958 - 8,958
Real estate taxes 31,883 - - 31,883
Depreciation and amortization 47,441 32 - 47,473
Total operating expenses 141,192 29,970 (20,980) 150,182
Total operating income 35,207 4,154 - 39,361
Other income (expense):
Interest income 5,011 81 - 5,092
Interest expense (25,323) - - (25,323)
Interest expense associated with property in receivership (628) - - (628)
Loss on early extinguishment of debt - - - -
Gain on disposition of property 10,803 - - 10,803
Income before income taxes 25,070 4,235 - 29,305
Income tax expense (208) (542) - (750)
Net income $ 24,862 $ 3,693 $ - $ 28,555
Segment assets $ 4,171,251 $ 261,999 $ - $ 4,433,250
Expenditures for segment assets $ 17,526 $ 105 $ - $ 17,631
26
Three Months Ended June 30, 2023
Real Estate Observatory Intersegment Elimination Total
Revenues:
Rental revenue $ 154,603 $ - $ - $ 154,603
Intercompany rental revenue 20,942 - (20,942) -
Observatory revenue - 33,433 - 33,433
Third-party management and other fees 381 - - 381
Other revenue and fees 2,125 - - 2,125
Total revenues 178,051 33,433 (20,942) 190,542
Operating expenses:
Property operating expenses 39,519 - - 39,519
Intercompany rent expense - 20,942 (20,942) -
Ground rent expenses 2,332 - - 2,332
General and administrative expenses 16,075 - - 16,075
Observatory expenses - 8,657 - 8,657
Real estate taxes 31,490 - - 31,490
Depreciation and amortization 46,237 43 - 46,280
Total operating expenses 135,653 29,642 (20,942) 144,353
Total operating income 42,398 3,791 - 46,189
Other income (expense):
Interest income 3,289 50 - 3,339
Interest expense (25,405) - - (25,405)
Gain on disposition of property 13,565 - - 13,565
Income before income taxes 33,847 3,841 - 37,688
Income tax expense (197) (536) - (733)
Net income $ 33,650 $ 3,305 $ - $ 36,955
Segment assets $ 3,928,943 $ 255,825 $ - $ 4,184,768
Expenditures for segment assets $ 32,908 $ - $ - $ 32,908
27
Six Months Ended June 30, 2024
Real Estate Observatory Intersegment Elimination Total
Revenues:
Rental revenue $ 306,352 $ - $ - $ 306,352
Intercompany rental revenue 37,047 - (37,047) -
Observatory revenue - 58,720 - 58,720
Third-party management and other fees 641 - - 641
Other revenue and fees 5,009 - - 5,009
Total revenues 349,049 58,720 (37,047) 370,722
Operating expenses:
Property operating expenses 86,576 - - 86,576
Intercompany rent expense - 37,047 (37,047) -
Ground rent expenses 4,663 - - 4,663
General and administrative expenses 33,992 - - 33,992
Observatory expenses - 17,389 - 17,389
Real estate taxes 64,124 - - 64,124
Depreciation and amortization 93,485 69 - 93,554
Total operating expenses 282,840 54,505 (37,047) 300,298
Total operating income 66,209 4,215 - 70,424
Other income (expense):
Interest income 9,151 119 - 9,270
Interest expense (50,451) - - (50,451)
Interest expense associated with property in receivership (628) - - (628)
Loss on early extinguishment of debt (553) - - (553)
Gain on disposition of property 10,803 - - 10,803
Income before income taxes 34,531 4,334 - 38,865
Income tax (expense) benefit (321) 226 - (95)
Net income $ 34,210 $ 4,560 $ - $ 38,770
Expenditures for segment assets $ 37,632 $ 144 $ - $ 37,776
28
Six Months Ended June 30, 2023
Real Estate Observatory Intersegment Elimination Total
Revenues:
Rental revenue $ 294,694 $ - $ - $ 294,694
Intercompany rental revenue 36,856 - (36,856) -
Observatory revenue - 55,587 - 55,587
Third-party management and other fees 808 - - 808
Other revenue and fees 4,075 - - 4,075
Total revenues 336,433 55,587 (36,856) 355,164
Operating expenses:
Property operating expenses 81,563 - - 81,563
Intercompany rent expense - 36,856 (36,856) -
Ground rent expenses 4,663 - - 4,663
General and administrative expenses 31,783 - - 31,783
Observatory expenses - 16,512 - 16,512
Real estate taxes 63,278 - - 63,278
Depreciation and amortization 93,601 87 - 93,688
Total operating expenses 274,888 53,455 (36,856) 291,487
Total operating income 61,545 2,132 - 63,677
Other income (expense):
Interest income 5,847 87 - 5,934
Interest expense (50,709) - - (50,709)
Gain on disposition of property 29,261 - - 29,261
Income before income taxes 45,944 2,219 - 48,163
Income tax (expense) benefit (395) 881 - 486
Net income $ 45,549 $ 3,100 $ - $ 48,649
Expenditures for segment assets $ 35,576 $ 58 $ - $ 35,634
13. Subsequent Events
None.
29
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires or indicates, references in this section to "we," "our," and "us" refer to the Empire State Realty OP, L.P. and its consolidated subsidiaries. This Management's Discussion and Analysis provides a comparison of our performance for the three and six month periods ended June 30, 2024 with the corresponding three and six month periods ended June 30, 2023 and reviews our financial position as of June 30, 2024. The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. You can identify forward-looking statements by the use of forward-looking terminology such as "aims," "anticipates," "approximately," "believes," "contemplates," "continues," "estimates," "expects," "forecasts," "hope," "intends," "may," "plans," "seeks," "should," "thinks," "will," "would" or the negative of these words and phrases or similar words or phrases. In particular, statements pertaining to ESRT's capital resources, portfolio performance, dividend policy and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our portfolio from operations, acquisitions and anticipated market conditions, demographics and results of operations are forward-looking statements.
Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).
Many important factors could cause actual results, performance, achievements, and future events to differ materially from those set forth, implied, anticipated, expected, projected, assumed or contemplated in the forward-looking statements, including, among other things: (i) economic, market, political and social impact of, and uncertainty relating to, any catastrophic events, including pandemics, epidemics or other outbreaks of disease, climate-related risks such as natural disasters and extreme weather events, terrorism and other armed hostilities, as well as cybersecurity threats and technology disruptions; (ii) a failure of conditions or performance regarding any event or transaction described herein; (iii) resolution of legal proceedings involving the Company; (iv) reduced demand for office, multifamily or retail space, including as a result of the changes in the use of office space and remote work; (v) changes in our business strategy; (vi) a decline in Observatory visitors due to changes in domestic or international tourism, including due to health crises, geopolitical events, currency exchange rates, and/or competition from other observatories; (vii) defaults on, early terminations of, or non-renewal of, leases by tenants; (viii) increases in the Company's borrowing costs as a result of changes in interest rates and other factors; (ix) declining real estate valuations and impairment charges; (x) termination of our ground leases; (xi) limitations on our ability to pay down, refinance, restructure or extend our indebtedness or borrow additional funds; (xii) decreased rental rates or increased vacancy rates; (xiii) difficulties in executing capital projects or development projects successfully or on the anticipated timeline or budget; (xiv) difficulties in identifying and completing acquisitions; (xv) impact of changes in governmental regulations, tax laws and rates and similar matters; (xvi) our failure to qualify as a REIT; (xvii) incurrence of taxable capital gain on disposition of an asset due to failure of compliance with a 1031 exchange program; (xviii) our disclosure controls and internal control over financial reporting, including any material weakness; and (xix) failure to achieve sustainability metrics and goals, including as a result of tenant collaboration, and impact of governmental regulation on our sustainability efforts. For a further discussion of these and other factors that could impact the Company's future results, performance, or transactions, see the section entitled "Risk Factors" in the Company's Annual Report, and other risks described in documents subsequently filed by the Company from time to time with the SEC.
While forward-looking statements reflect the Company's good faith beliefs, they do not guarantee future performance. Any forward-looking statement speaks only as of the date on which it was made, and we assume no obligation to update or revise publicly any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events, or other changes after the date of this Quarterly Report on Form 10-Q, except as required by applicable law. Prospective investors should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company (or to third parties making the forward-looking statements).
Overview
Highlights for the three months ended June 30, 2024
•Net income attributable to common unitholders of $27.5 million.
30
•Core Funds From Operations ("Core FFO") of $65.7 million attributable to common unitholders.
•Signed a total of 272,000 rentable square feet of new, renewal, and expansion leases.
•Announces agreements to acquire North 6thStreet Williamsburg, Brooklyn retail.
Results of Operations
The discussion below relates to our results of operations for the three and six months ended June 30, 2024 and 2023, respectively.
Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023
The following table summarizes our historical results of operations for the three months ended June 30, 2024 and 2023, respectively (amounts in thousands):
Three Months Ended June 30,
2024 2023 Change %
Real Estate Segment Observatory Segment Total Real Estate Segment Observatory Segment Total
Revenues:
Rental revenue
$ 152,470 $ - $ 152,470 $ 154,603 $ - $ 154,603 $ (2,133) (1.4) %
Observatory revenue - 34,124 34,124 - 33,433 33,433 691 2.1 %
Third-party management and other fees
376 - 376 381 - 381 (5) (1.3) %
Other revenues and fees
2,573 - 2,573 2,125 - 2,125 448 21.1 %
Total revenues
155,419 34,124 189,543 157,109 33,433 190,542 (999) (0.5) %
Operating expenses:
Property operating expenses
41,516 - 41,516 39,519 - 39,519 (1,997) (5.1) %
Ground rent expenses
2,332 - 2,332 2,332 - 2,332 - - %
General and administrative expenses
18,020 - 18,020 16,075 - 16,075 (1,945) (12.1) %
Observatory expenses
- 8,958 8,958 - 8,657 8,657 (301) (3.5) %
Real estate taxes
31,883 - 31,883 31,490 - 31,490 (393) (1.2) %
Depreciation and amortization
47,441 32 47,473 46,237 43 46,280 (1,193) (2.6) %
Total operating expenses
141,192 8,990 150,182 135,653 8,700 144,353 (5,829) (4.0) %
Operating income
14,227 25,134 39,361 21,456 24,733 46,189 (6,828) (14.8) %
Intercompany rent revenue (expense) 20,980 (20,980) - 20,942 (20,942) - - - %
Other income (expense):
Interest income
5,011 81 5,092 3,289 50 3,339 1,753 52.5 %
Interest expense
(25,323) - (25,323) (25,405) - (25,405) 82 0.3 %
Interest expense associated with property in receivership (628) - (628) - - - (628) N/A
Loss on early extinguishment of debt - - - - - - - - %
Gain on disposition of property
10,803 - 10,803 13,565 - 13,565 (2,762) (20.4) %
Income before income taxes
25,070 4,235 29,305 33,847 3,841 37,688 (8,383) (22.2) %
Income tax expense
(208) (542) (750) (197) (536) (733) (17) (2.3) %
Net income
24,862 3,693 28,555 33,650 3,305 36,955 (8,400) (22.7) %
Private perpetual preferred unit distributions (1,051) - (1,051) (1,051) - (1,051) - - %
Net income attributable to non-controlling interests in other partnerships - - - (1) - (1) 1 100.0 %
Net income attributable to common unitholders
$ 23,811 $ 3,693 $ 27,504 $ 32,598 $ 3,305 $ 35,903 $ (8,399) (23.4) %
Real Estate Segment
Rental Revenue
The decrease in rental revenue was primarily attributable to our disposition of First Stamford Place in May 2024 which offset the increased revenues from our acquisition of Williamsburg Retail in September 2023.
31
Property Operating Expenses
The increase in property operating expenses was primarily due to higher utilities costs and higher payroll costs during the three months ended June 30, 2024 compared to the three months ended June 30, 2023.
General and Administrative Expenses
The increase in general and administrative expenses primarily reflects higher payroll costs during the three months ended June 30, 2024 compared to the three months ended June 30, 2023. This increase in payroll costs is partially attributable to an acceleration of share based compensation expense as certain executives approach their retirement eligibility date.
Interest Income
The increase in interest income in the three months ended June 30, 2024 reflects higher interest rates and cash balances compared to the three months ended June 30, 2023.
Gain on Sale/Disposition of Property
The gain on disposition activity for the three months ended June 30, 2024 relates to the disposition of First Stamford Place in Stamford, Connecticut in May 2024. The gain on disposition activity for the three months ended June 30, 2023 relates to the disposition of 500 Mamaroneck Avenue in Harrison, New York in April 2023.
Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023
The following table summarizes our historical results of operations for the six months ended June 30, 2024 and 2023, respectively (amounts in thousands):
Six Months Ended June 30,
2024 2023 Change %
Real Estate Segment Observatory Segment Total Real Estate Segment Observatory Segment Total
Revenues:
Rental revenue
$ 306,352 $ - $ 306,352 $ 294,694 $ - $ 294,694 $ 11,658 4.0 %
Observatory revenue - 58,720 58,720 - 55,587 55,587 3,133 5.6 %
Third-party management and other fees
641 - 641 808 - 808 (167) (20.7) %
Other revenues and fees
5,009 - 5,009 4,075 - 4,075 934 22.9 %
Total revenues
312,002 58,720 370,722 299,577 55,587 355,164 15,558 4.4 %
Operating expenses:
Property operating expenses
86,576 - 86,576 81,563 - 81,563 (5,013) (6.1) %
Ground rent expenses
4,663 - 4,663 4,663 - 4,663 - - %
General and administrative expenses
33,992 - 33,992 31,783 - 31,783 (2,209) (7.0) %
Observatory expenses
- 17,389 17,389 - 16,512 16,512 (877) (5.3) %
Real estate taxes
64,124 - 64,124 63,278 - 63,278 (846) (1.3) %
Depreciation and amortization
93,485 69 93,554 93,601 87 93,688 134 0.1 %
Total operating expenses
282,840 17,458 300,298 274,888 16,599 291,487 (8,811) (3.0) %
Operating income
29,162 41,262 70,424 24,689 38,988 63,677 6,747 10.6 %
Intercompany rent revenue (expense) 37,047 (37,047) - 36,856 (36,856) - - - %
Other income (expense):
Interest income
9,151 119 9,270 5,847 87 5,934 3,336 56.2 %
Interest expense
(50,451) - (50,451) (50,709) - (50,709) 258 0.5 %
Interest expense associated with property in receivership (628) - (628) - - - (628) N/A
Loss on early extinguishment of debt (553) - (553) - - - (553) N/A
Gain on disposition of property
10,803 - 10,803 29,261 - 29,261 (18,458) (63.1) %
Income before income taxes
34,531 4,334 38,865 45,944 2,219 48,163 (9,298) (19.3) %
Income tax (expense) benefit
(321) 226 (95) (395) 881 486 (581) (119.5) %
32
Net income
34,210 4,560 38,770 45,549 3,100 48,649 (9,879) (20.3) %
Private perpetual preferred unit distributions (2,101) - (2,101) (2,101) - (2,101) - - %
Net (income) loss attributable to non-controlling interests in other partnerships (4) - (4) 42 - 42 (46) (109.5) %
Net income attributable to common unitholders
$ 32,105 $ 4,560 $ 36,665 $ 43,490 $ 3,100 $ 46,590 $ (9,925) (21.3) %
Real Estate Segment
Rental Revenue
The increase in rental revenue was primarily attributable to higher occupancy and higher operating and real estate tax expense escalations during the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
Property Operating Expenses
The increase in property operating expenses was primarily due to higher utilities costs, higher payroll costs and higher repair and maintenance costs during the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
General and Administrative Expenses
The increase in general and administrative expenses primarily reflects higher payroll costs during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. This increase in payroll costs is partially attributable to an acceleration of share based compensation expense as certain executives approach their retirement eligibility date.
Interest Income
The increase in interest income in the six months ended June 30, 2024 reflects higher interest rates and cash balances compared to the six months ended June 30, 2023.
Gain on Sale/Disposition of Property
The gain on disposition activity for the six months ended June 30, 2024 relates to the disposition of First Stamford Place in Stamford, Connecticut in May 2024. The gain on disposition activity for the six months ended June 30, 2023 relates to the disposition of 500 Mamaroneck Avenue in Harrison, New York in April 2023 and 69-97 and 103-107 Main Street in Westport, Connecticut in February 2023.
Observatory Segment
Observatory Revenue
Observatory revenues were higher driven by increased visitation and revenue per visitor during the six months ended June 30, 2024 as compared to the six months ended June 30, 2024.
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, including lease-up costs, fund our redevelopment and repositioning programs, acquire properties, make distributions to our securityholders and fulfill other general business needs. Based on the historical experience of our management and our business strategy, in the foreseeable future we anticipate we will generate positive cash flows from operations. In order for ESRT to qualify as a REIT, ESRT is required under the Internal Revenue Code of 1986 to distribute to its stockholders, on an annual basis, at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We expect to make quarterly distributions, as required, to our securityholders.
While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial condition and results of operations. For example, we may be required to comply with new laws or regulations that cause us to incur unanticipated capital expenditures for our properties, thereby increasing our liquidity needs. Even if there are no material changes to our anticipated liquidity requirements, our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or needed. Our primary sources of liquidity will generally consist of cash on hand, cash generated from our operating activities, debt issuances and unused borrowing capacity under our unsecured revolving credit facility. We expect to meet our short-term liquidity requirements, including distributions, operating expenses, working capital, debt service, and capital expenditures from cash flows from operations, cash on hand, debt issuances, and available borrowing capacity under our unsecured revolving credit facility. The availability of these borrowings is subject to the conditions set forth in the applicable loan agreements. We expect to meet
33
our long-term capital requirements, including acquisitions, redevelopments and capital expenditures through our cash flows from operations, cash on hand, our unsecured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales. Our properties require periodic investments of capital for individual lease related tenant improvement allowances, general capital improvements and costs associated with capital expenditures. Our overall leverage will depend on our mix of investments and the cost of leverage. ESRT's charter does not restrict the amount of leverage that we may use.
At June 30, 2024, we had $535.5 million available in cash and cash equivalents, and $500.0 million available under our unsecured revolving credit facility.
As of June 30, 2024, we had approximately $2.3 billion of total consolidated indebtedness outstanding, with a weighted average interest rate of 4.27% and a weighted average maturity of 5.4 years.
Portfolio Transaction Activity
On February 1, 2023, we closed on the sale of 69-97 and 103-107 Main Street in Westport, Connecticut at a gross asset valuation of $40.0 million.
On April 5, 2023, we closed on the sale of 500 Mamaroneck Avenue in Harrison, New York at a gross asset valuation of $53.0 million.
On September 14, 2023, we closed on the acquisition of a Williamsburg retail property located on the corner of North 6thStreet and Wythe Avenue in Brooklyn, New York, for a purchase price of $26.4 million.
On March 28, 2024, we executed a buyout of our partner's 10% interest in two of our multifamily properties located at 561 10thAvenue and 345 East 94thStreet in Manhattan for $14.2 million in cash and the assumption of $18.0 million of in-place debt and now own 100% of the ownership interests in these assets.
In July 2024, we entered into two purchase agreements, each relating to the acquisition of separate prime retail portfolios located on North 6thStreet in the Williamsburg neighborhood of Brooklyn, New York, for $103 million and $92 million, respectively. These acquisitions are subject to customary closing conditions and are anticipated to close in the third quarter of 2024.
Unsecured Revolving Credit and Term Loan Facilities
In March 2024, we closed on the BofA Credit Facilities, a $715 million, five-year unsecured credit agreement which consists of the $620.0 million Revolving Credit Facility and the $95.0 million BofA Term Loan Facility. The Revolving Credit Facility matures on March 8, 2029, inclusive of two six-month extension periods and replaced the existing revolving credit facility that was due to mature in March 2025. The BofA Term Loan Facility matures on March 8, 2029, inclusive of two twelve-month extension periods and replaced the existing term loan facility that matures in March 2025. Initial interest rates on the new facility, which may change based on our leverage levels, are adjusted SOFR plus 130 basis points for any drawn portion of the Revolving Credit Facility and adjusted SOFR plus 150 basis points for the BofA Term Loan Facility. In addition, the BofA Credit Facilities have a sustainability-linked pricing mechanism that reduces the borrowing spread if certain benchmarks are achieved each year. See "Financial Statements - Note 5 Debt" for a summary of our unsecured revolving credit and term loan facilities.
Financial Covenants
As of June 30, 2024, we were in compliance with the following financial covenants:
Financial Covenant Required June 30, 2024 In Compliance
Maximum total leverage < 60% 32.7 % Yes
Maximum secured leverage < 40% 11.1 % Yes
Minimum fixed charge coverage > 1.50x 3.2x Yes
Minimum unencumbered interest coverage > 1.75x 5.6x Yes
Maximum unsecured leverage < 60% 26.2 % Yes
Mortgage Debt
As of June 30, 2024, mortgage notes payable, net, amounted to $700.3 million. After the refinancing discussed below, the next mortgage debt maturity is April 2026.
In April 2024, we worked with the First Stamford Place mortgage lender to structure a consensual foreclosure. In May 2024, the First
34
Stamford Place property was placed in receivership and accordingly, we reclassified the related debt and applicable accrued interest to debt associated with property under receivership and accrued interest associated with property in receivership, respectively, in our condensed consolidated balance sheet as of June 30, 2024. In connection with this we recorded a contract asset which represents our right to debt extinguishment once the foreclosure process on the First Stamford Place property is completed.
Subsequent to quarter-end, in July 2024, we executed an agreement for the refinance of the mortgage for the Metro Center property that was due to mature in November 2024. Beginning November 2024, the new loan balance of $71.6 million will be interest-only at the same interest rate of 3.59%, with a maturity of November 2029, inclusive of a one-year extension option.
See "Financial Statements - Note 5 Debt" for more information on mortgage debt.
Senior Unsecured Notes
On April 10, 2024, we entered into a Purchase Agreement pursuant to which we issued and sold an aggregate $225 million principal amount of notes, consisting of (a) $155 million aggregate principal amount of 7.20% Series I Green Guaranteed Senior Notes due June 17, 2029, (b) $45 million aggregate principal amount of 7.32% Series J Green Guaranteed Senior Notes due June 17, 2031 and (c) $25 million aggregate principal amount of 7.41% Series K Green Guaranteed Senior Notes due June 17, 2034. The sale of the Series I-K notes closed on June 17, 2024. The issue price for the notes was 100% of the aggregate principal amount thereof. Pursuant to the terms of the Purchase Agreement, we may prepay all or a portion of the notes upon notice to the holders at a price equal to 100% of the principal amount plus a make-whole premium as set forth in the Purchase Agreement.
The terms of our senior unsecured notes, including the Series I-K notes, include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports. The terms also require compliance with financial ratios including a maximum leverage ratio, a maximum secured leverage ratio, a minimum fixed charge coverage ratio, a minimum unencumbered interest coverage ratio, and a maximum unsecured leverage ratio. The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of REIT qualification. As of June 30, 2024, we were in compliance with these covenants.
See "Financial Statements - Note 5 Debt" for more information on senior unsecured notes.
Leverage Policies
We expect to employ leverage in our capital structure in amounts determined from time to time by ESRT's Board of Directors. Although ESRT's Board of Directors has not adopted a policy that limits the total amount of indebtedness that we may incur, we anticipate that ESRT's Board of Directors will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed or floating rate. ESRT's charter and bylaws do not limit the amount or percentage of indebtedness that we may incur nor do they restrict the form in which our indebtedness will be taken (including, but not limited to, recourse or non-recourse debt and cross-collateralized debt). Our overall leverage will depend on our mix of investments and the cost of leverage. ESRT's Board of Directors may from time to time modify our leverage policies in light of the then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of ESRT's common stock and our traded OP units, growth and acquisition opportunities and other factors.
Capital Expenditures
The following tables summarize our tenant improvement costs, leasing commission costs and our capital expenditures for each of the periods presented (dollars in thousands, except per square foot amounts).
Office Properties(1)(2)
Six Months Ended June 30,
Total New Leases, Expansions, and Renewals(3)
2024 2023
Number of leases signed(4)
56 47
Total square feet
630,253 530,224
Leasing commission costs per square foot(5)
$ 19.12 $ 18.50
Tenant improvement costs per square foot(5)
66.14 72.10
Total leasing commissions and tenant improvement costs per square foot(5)
$ 85.26 $ 90.60
Retail Properties(2)(6)
35
Six Months Ended June 30,
Total New Leases, Expansions, and Renewals(3)
2024 2023
Number of leases signed(4)
4 4
Total square feet
11,448 11,076
Leasing commission costs per square foot(5)
$ 74.33 $ 25.95
Tenant improvement costs per square foot(5)
18.16 26.07
Total leasing commissions and tenant improvement costs per square foot(5)
$ 92.49 $ 52.02
_______________
(1)Excludes an aggregate of 486,943 and 497,786 rentable square feet of retail space in our Manhattan office in 2024 and 2023, respectively. Includes the Empire State Building broadcasting licenses and Observatory operations.
(2)The tables above exclude our multifamily properties.
(3)Beginning in 2024, the number of leases signed include "Early Renewals" which are leases signed over two years prior to the lease expiration. Amounts for number of leases signed, total square feet, leasing commission costs per square foot and tenant improvement costs per square foot have been adjusted to include the impact of early renewals for the six months ended June 30, 2023.
(4)Presents a renewed and expansion lease as one lease signed.
(5)Presents all tenant improvement and leasing commission costs as if they were incurred in the period in which the lease was signed, which may be different than the period in which they were actually paid.
(6)Includes an aggregate of 486,943 and 497,786 rentable square feet of retail space in our Manhattan office in 2024 and 2023, respectively. Excludes the Empire State Building broadcasting licenses and Observatory operations.
Six Months Ended June 30,
Total Commercial Portfolio
2024 2023
Capital expenditures (1)
$ 37,775 $ 25,987
_______________
(1)Includes all capital expenditures, excluding tenant improvements and leasing commission costs.
As of June 30, 2024, we expect to incur additional costs relating to obligations under existing lease agreements of approximately $111.6 million for tenant improvements and leasing commissions. We intend to fund the tenant improvements and leasing commission costs through a combination of operating cash flow, cash on hand and other borrowings.
Capital expenditures are considered part of both our short-term and long-term liquidity requirements. We intend to fund capital improvements through a combination of operating cash flow, cash on hand and borrowings.
Off-Balance Sheet Arrangements
As of June 30, 2024, we did not have any off-balance sheet arrangements.
Distribution Policy
We intend to distribute our net taxable income to our securityholders in a manner intended to satisfy REIT distribution requirements and to avoid U.S. federal income tax liability.
Before we pay any distribution, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and obligations to make payments of principal and interest, if any. However, under some circumstances, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy REIT distribution requirements.
Distribution to Equity Holders
Distributions and dividends amounting to $21.2 million and $20.3 million have been made to equity holders for the six months ended June 30, 2024 and 2023, respectively.
Stock and Publicly Traded Operating Partnership Unit Repurchase Program
ESRT's Board of Directors authorized the repurchase of up to $500 million of ESRT Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2024 through December 31, 2025. Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice. As of June 30, 2024, we had $500 million remaining of the authorized repurchase amount. There were no repurchases of equity securities during the three and six months ended June 30, 2024. See "Financial Statements - Note 10. Capital."
36
Cash Flows
Comparison of Six Months Ended June 30, 2024 to the Six Months Ended June 30, 2023
Net cash. Cash and cash equivalents and restricted cash were $576.5 million and $395.8 million, respectively, as of June 30, 2024 and 2023. The increase was primarily the result of the following changes in cash flows:
Operating activities. Net cash provided by operating activities increased by $2.1 million to $108.1 million primarily due to an increase in revenue including decreases in rent concessions. These increases are partially offset by decreases in working capital, particularly a reduction in security deposits as more tenants replaced cash deposits with letters of credit in the current period, as well as the derecognition of First Stamford Place in May 2024.
Investing activities. Net cash used in investing activities increased by $140.4 million to $127.7 million primarily due to there being no proceeds from the disposition of property in the current period and the acquisition of non-controlling interests in other partnerships in March 2024, as well as a $12.9 million reduction of cash associated with the derecognition of First Stamford Place in May 2024 (see "Financial Statements - Note 3. Acquisitions and Dispositions").
Financing activities. Net cash provided by financing activities increased by $226.7 million to $189.2 million primarily due to proceeds from a private placement of senior unsecured notes in the current period.
Net Operating Income
Net operating income ("NOI") is a non-GAAP financial measure of performance. NOI is used by our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our properties as it is not affected by: (i) the cost of funds of the property owner, (ii) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, (iii) acquisition expenses, loss on early extinguishment of debt, impairment charges and loss from derivative financial instruments, or (iv) general and administrative expenses and other gains and losses that are specific to the property owner. The cost of funds is eliminated from NOI because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by us regarding the appropriate mix of capital which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in our office or retail properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing our operating results to the operating results of other real estate companies that have not made similarly-timed purchases or sales. We believe that eliminating these costs from net income is useful to investors because the resulting measure captures the actual revenue generated and actual expenses incurred in operating our properties as well as trends in occupancy rates, rental rates and operating costs.
However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness.
NOI is a measure of the operating performance of our properties but does not measure our performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in this Management's Discussion and Analysis of Financial Condition and Results of Operations regarding the components of net income that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly titled measures and, accordingly, our NOI may not be comparable to similarly titled measures reported by other companies that do not define the measure exactly as we do.
The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to NOI for the periods presented (amounts in thousands):
37
Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
(unaudited) (unaudited)
Net income
$ 28,555 $ 36,955 $ 38,770 $ 48,649
Add:
General and administrative expenses
18,020 16,075 33,992 31,783
Depreciation and amortization
47,473 46,280 93,554 93,688
Interest expense
25,323 25,405 50,451 50,709
Interest expense associated with property in receivership 628 - 628 -
Loss on early extinguishment of debt
- - 553 -
Income tax expense (benefit)
750 733 95 (486)
Less:
Gain on sale/disposition of property (10,803) (13,565) (10,803) (29,261)
Third-party management and other fees
(376) (381) (641) (808)
Interest income
(5,092) (3,339) (9,270) (5,934)
Net operating income
$ 104,478 $ 108,163 $ 197,329 $ 188,340
Other Net Operating Income Data
Straight-line rental revenue
$ 1,900 $ 11,859 $ 4,961 $ 12,415
Net increase in rental revenue from the amortization of above-and below-market lease assets and liabilities
$ 513 $ 675 $ 1,027 $ 1,378
Amortization of acquired below-market ground leases
$ 1,958 $ 1,958 $ 3,916 $ 3,916
Funds from Operations ("FFO")
We present below a discussion of FFO. Wecompute FFO in accordance with the "White Paper" on FFO published by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) (determined in accordance with GAAP), excluding impairment write-off of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO is a widely recognized non-GAAP financial measure for REITs that we believe, when considered with financial statements determined in accordance with GAAP, is useful to investors in understanding financial performance and providing a relevant basis for comparison among REITs. In addition, we believe FFO is useful to investors as it captures features particular to real estate performance by recognizing that real estate has generally appreciated over time or maintains residual value to a much greater extent than do other depreciable assets. Investors should review FFO, along with GAAP net income, when trying to understand an equity REIT's operating performance. We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results of operations, the utility of FFO as a measure of performance is limited. There can be no assurance that FFO presented by us is comparable to similarly titled measures of other REITs. FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.
Modified Funds From Operations ("Modified FFO")
Modified FFO adds back an adjustment for any above or below-market ground lease amortization to traditionally defined FFO. We believe this a useful supplemental measure in evaluating our operating performance due to the non-cash accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties following our formation transactions as they carry significantly below market ground leases, the amortization of which is material to our overall results. We present Modified FFO because we believe it is an important supplemental measure of our operating performance in that it adds back the non-cash amortization of below-market ground leases. There can be no assurance that Modified FFO presented by us is comparable to similarly titled measures of other REITs. Modified FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in
38
accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.
Core Funds From Operations
Core FFO adds back to Modified FFO the following items: Interest expense associated with property in receivership and loss on early extinguishment of debt. The Company believes Core FFO is an important supplemental measure of its operating performance because it excludes non-recurring items. There can be no assurance that Core FFO presented by the Company is comparable to similarly titled measures of other REITs. Core FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results.
The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO for the periods presented (amounts in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
(unaudited) (unaudited)
Net income
$ 28,555 $ 36,955 $ 38,770 $ 48,649
Non-controlling interests in other partnerships - (1) (4) 42
Private perpetual preferred unit distributions
(1,051) (1,051) (2,101) (2,101)
Real estate depreciation and amortization
46,398 44,887 91,255 90,911
Gain on disposition of property
(10,803) (13,565) (10,803) (29,261)
FFO attributable to common unitholders
63,099 67,225 117,117 108,240
Amortization of below-market ground leases
1,958 1,958 3,916 3,916
Modified FFO attributable to common unitholders
65,057 69,183 121,033 112,156
Interest expense associated with property in receivership 628 - 628 -
Loss on early extinguishment of debt
- - 553 -
Core FFO attributable to common unitholders
$ 65,685 $ 69,183 $ 122,214 $ 112,156
Weighted average Operating Partnership units
Basic
264,676 262,903 264,619 263,694
Diluted
268,716 264,196 268,105 264,736
Factors That May Influence Future Results of Operations
Leasing
Due to the relatively small number of leases that are signed in any particular quarter, one or more larger leases may have a disproportionately positive or negative impact on average rent, tenant improvement and leasing commission costs for that period. As a result, we believe it is more appropriate when analyzing trends in average rent and tenant improvement and leasing commission costs to review activity over multiple quarters or years. Tenant improvement costs include expenditures for general improvements occurring concurrently with, but that are not directly related to, the cost of installing a new tenant. Leasing commission costs are similarly subject to significant fluctuations depending upon the length of leases being signed and the mix of tenants from quarter to quarter.
As of June 30, 2024, there were approximately 0.6 million rentable square feet of space in our portfolio available to lease (excluding leases signed but not yet commenced) representing 7.4% of the net rentable square footage of the properties in our commercial portfolio. In addition, leases representing 3.9% and 6.5% of net rentable square footage of the properties in our commercial portfolio will expire in 2024 and in 2025, respectively. These leases are expected to represent approximately 3.5% and 7.5%, respectively, of our annualized rent for such periods. Our revenues and results of operations can be impacted by expiring leases that are not renewed or re-leased or that are renewed or re-leased at base rental rates equal to, above or below the current average base rental rates. Further, our revenues and results of operations can also be affected by downtime after space is vacated and the costs we incur to re-lease available space, including payment of leasing commissions, redevelopments and build-to-suit remodeling that may not be borne by the tenant.
Observatory Operations
For the six months ended June 30, 2024, the Observatory hosted 1,133,000 visitors, compared to 1,108,000 visitors for the six months ended June 30, 2023, an increase of 2%. Observatory revenue for the six months ended June 30, 2024 was $58.7 million, a 6% increase from
39
$55.6 million for the six months ended June 30, 2023. The Observatory revenue increase was driven by higher visitation levels and ticket prices in 2024.
Observatory revenues and admissions are dependent upon the following: (i) the number of tourists (domestic and international) who come to New York City and visit the Observatory, as well as any related tourism trends; (ii) the prices per admission that can be charged; (iii) seasonal trends affecting the number of visitors to the Observatory; (iv) competition, in particular from other new and existing observatories; and (v) weather trends.
Outlook
Year to date in 2024, ESRT has benefited from solid leasing activity and Observatory performance.
We believe the global economy, including the real estate sector, currently navigates an environment of uncertainty around inflation, higher interest rates, reduced availability of commercial real estate loans, questions on the direction of capital markets, risk of recession and geopolitical unrest. In particular, there have been concerns about the softening of the office real estate market in particular, amidst refinancing challenges of existing low interest rate loans and associated reduced new loan availability and increased costs of loans and related increased expectations of equity returns, coupled with the gradual pace of return-to-office and its impact on the physical utilization of space and asset valuations. Additionally, the risk of a global economic recession could impact the number of visitors to the Empire State Building Observatory, as well as our pricing power.
Despite this global economic backdrop, we believe that ESRT is in a good competitive position with diversified drivers of income across office, retail, multifamily and the Empire State Building Observatory. ESRT's New York City-focused portfolio is modernized, amenitized, well-located and energy efficient, with indoor environmental quality, competitive rental rates and strong leased percentages. We believe our business is further fortified by the continued performance of our Observatory attraction.
In addition to our diversified portfolio, our business is supported by a well-positioned balance sheet, modest leverage and good access to liquidity as set forth herein. The absence of near term debt maturities provides an added degree of security in a rising rate environment. This provides us optionality to execute on capital recycling, acquisitions, and buybacks. As we navigate these uncertain times, we remain prepared for various challenges and situations.
Critical Accounting Estimates
Refer to our Annual Report for a discussion of our critical accounting estimates. There were no material changes to our critical accounting estimates disclosed in our Annual Report.
40
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. We are exposed to interest rate changes primarily on our unsecured revolving credit facility and debt refinancings. In order to mitigate our interest rate risk, we may borrow at fixed rates or may enter into derivative financial instruments such as interest rate swaps or caps on floating rate financial instruments. We are not subject to foreign currency risk and we do not enter into derivative or interest rate transactions for speculative purposes.
As of June 30, 2024, we have interest rate SOFR swap and cap agreements with an aggregate notional value of $585.8 million and which mature between October 1, 2024 and November 1, 2033. The "variable to fixed" interest rate swaps have been designated as cash flow hedges and are deemed highly effective with fair values in an asset position of $16.2 million and are included in prepaid expenses and other assets on the condensed consolidated balance sheet as of June 30, 2024.
As of June 30, 2024, the weighted average interest rate on the $2.3 billion of fixed-rate indebtedness outstanding was 4.27% per annum, with maturities at various dates through March 17, 2035.
As of June 30, 2024, the fair value of our outstanding debt was approximately $2.1 billion, which was approximately $179.9 million less than the book value as of such date. Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC's rules and regulations and that such information is accumulated and communicated to management, including ESRT's Chief Executive Officer and its Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Subsequent to the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures at the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded, as of that time, that our disclosure controls were not effective at a reasonable level of assurance as of June 30, 2024 because of a material weakness identified in the design of certain ITGCs.
A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As previously reported in our Form 10-K/A for the year ended December 31, 2023 and our Form 10-Q/A for the fiscal quarter ended March 31, 2024, each filed on the date hereof, subsequent to the end of the period covered by this report, we identified a material weakness in the design of information technology ("IT") general controls ("ITGCs") related to IT systems and applications relevant to preparation of our financial statements. In particular, the Company's ITGCs included: (i) controls to approve and monitor changes within information systems and related applications, but the monitoring controls were not designed to ensure a complete population of changes were subject to the control procedures across all relevant IT components and (ii) the controls to approve and monitor user access to information systems and related applications, but the monitoring controls were not designed to review the appropriateness of permissions granted to approved users. As a result, business process controls (automated and manual) that are dependent on the ineffective ITGCs, or that rely on data produced from systems impacted by the ineffective ITGCs, were also deemed ineffective.
41
Despite the finding of the material weakness, management has concluded that our condensed consolidated financial statements and related notes thereto included herein fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented.
Remediation of the Material Weakness in Internal Control Over Financial Reporting
The Company is in the process of implementing changes associated with the design, implementation and monitoring of ITGCs in the areas of logical access and change management for IT applications that support the Company's financial statement preparation and reporting processes to ensure that internal controls are designed and operating effectively. Our remediation plans will include:
•Enhancing the current change monitoring control to use an appropriate system source to help ensure a complete population of changes are reviewed to detect if any changes were made outside the Company's established change control process across all relevant IT components.
•Adding controls to manage the appropriate assignment and maintenance of permission configurations within access groups and the users they are assigned to.
•Increasing the frequency of periodic re-evaluation of user access privileges.
•Training of relevant personnel on the design and operation of our ITGCs over financial reporting.
We believe that these actions, collectively, will remediate the material weakness identified. However, we will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and will make any further changes management deems appropriate.
Changes in Internal Control Over Financial Reporting
Except for the unremediated material weaknesses noted above, there were no changes to our internal control over financial reporting that were identified in connection with the evaluation referenced above that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See "Financial Statements - Note 9 Commitments and Contingencies" for a description of legal proceedings.
ITEM 1A. RISK FACTORS
As of June 30, 2024, there have been no material changes to the risk factors, except as set forth below. See the section entitled "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2023 and any additional factors that may be contained in any filing we make with the SEC.
We have identified a material weakness in our internal control over financial reporting related to information technology general controls. Failure to maintain effective internal control over financial reporting could result in loss of investor confidence and adversely impact our stock price.
We are required under Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting that meets applicable standards. We identified a material weakness in our internal control over financial reporting for the periods ended December 31, 2023 and 2022 related to the design of certain of our ITGCs for information systems and applications used in the preparation of our financial statements. See Part I, ITEM 4, "Controls and Procedures - Material Weakness in Internal Control Over Financial Reporting" for more information. We may not be successful in implementing our remediation efforts or in developing other internal controls. Any failure by us to maintain effective internal control over financial reporting could adversely affect our ability to record, process or report financial information accurately and to prepare financial statements in a
42
timely manner, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
None.
Recent Purchases of Equity Securities
Stock and Publicly Traded Operating Partnership Unit Repurchase Program
ESRT's Board of Directors authorized the repurchase of up to $500 million of ESRT Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units from January 1, 2024 through December 31, 2025. Under the program, ESRT may purchase ESRT Class A common stock and we may purchase our Series ES, Series 250 and Series 60 operating partnership units in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by ESRT and us at our discretion and will be subject to stock price, availability, trading volume, general market conditions, and applicable securities laws. The authorization does not obligate ESRT or us to acquire any particular amount of securities, and the program may be suspended or discontinued at ESRT's and our discretion without prior notice. As of June 30, 2024, we had $500.0 million remaining of the authorized repurchase amount. There were no repurchases of equity securities during the three months ended June 30, 2024.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
(c) During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
43
ITEM 6. EXHIBITS
Exhibit No. Description
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Document
101.DEF* XBRL Taxonomy Extension Definitions Document
101.LAB* XBRL Taxonomy Extension Labels Document
101.PRE* XBRL Taxonomy Extension Presentation Document
104 Cover Page Interactive Data File (contained in Exhibit 101)
Notes:
* Filed herewith.
44
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EMPIRE STATE REALTY OP, L.P.
By: Empire State Realty Trust, Inc., its general partner
By: /s/ Stephen V. Horn
Date: October 8, 2024
Stephen V. Horn
Executive Vice President, Chief Financial Officer
& Chief Accounting Officer
(Principal Financial and Accounting Officer)
45