What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-02-28 compared with 2024-02-28 · 96 added, 131 removed, 279 unchanged (45% of the section changed)

4 unchanged sentences

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of 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.

In particular, statements pertaining to our capital resources, portfolio performance, dividend policy and results of operations contain forward-looking statements.

3 unchanged sentences

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 and future events to differ materially from those set forth or contemplated in the forward-looking statements, including, among other things:

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;

14 unchanged sentences

(xvi) our failure to qualify as a REIT;

(xvii) incurrence of taxable capital gain on disposition of an asset due to failure of use or compliance with a 1031 exchange program;

and (xviii) failure to achieve sustainability metrics and goals, including as a result of tenant collaboration, and impact of governmental regulation on our sustainability efforts.

(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” of this Annual Report on Form 10-K.

4 unchanged sentences

• Net income attributable to the Company of $76.2 million.

• Core FFO of $245.8 million.

• Core Funds From Operations ("Core FFO") of $256.2 million attributable to common unitholders.

• Signed a total of 1,324,824 rentable square feet of new, renewal and expansion leases.

• Completed the acquisition of a retail asset located i n Williamsburg, Brooklyn in the third quarter.

• Completed the dispositions of retail assets located in Westport, Connecticut in the first quarter, and an office asset located in Harrison, New York in the second quarter.

Results of Operations

2 unchanged sentences

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

The following table summarizes the historical results of operations for the years ended December 31, 2023 and 2022 (amounts in thousands) :

The following table summarizes the historical results of operations:

Years Ended December 31,

2024 2023 Change %

Real Estate Segment Observatory Segment Total Real Estate Segment Observatory Segment Total

(amounts in thousands) Real Estate Segment Observatory Segment Total Real Estate Segment Observatory Segment Total

Rental revenue $ 614,596 $ — $ 614,596 $ 597,319 $ — $ 597,319 $ 17,277 2.9 %

Observatory revenue — 136,377 136,377 — 129,366 129,366 7,011 5.4 %

Lease termination fees — — — 20,032 — 20,032 (20,032) (100.0) %

Lease termination fees 4,771 — 4,771 — — — 4,771 N/A

Third-party management and other fees 1,170 — 1,170 1,351 — 1,351 (181) (13.4) %

19 unchanged sentences

(105,239) — (105,239) (101,484) — (101,484) (3,755) (3.7) %

Gain on sale/disposition of properties 26,764 — 26,764 33,988 — 33,988 (7,224) (21.3) %

Interest expense associated with property in receivership (4,471) — (4,471) — — — (4,471) N/A

Loss on early extinguishment of debt (553) — (553) — — — (553) N/A

Gain on disposition of properties 13,302 — 13,302 26,764 — 26,764 (13,462) (50.3) %

Income before income taxes

5 unchanged sentences

(4,201) — (4,201) (4,201) — (4,201) — — %

Net (income) loss attributable to non-controlling interests $ (68) $ — (68) $ 243 $ — 243 (311) (128.0) %

Net income attributable to non-controlling interests (4) — (4) (68) — (68) 64 94.1 %

Net income attributable to common unit holders

2 unchanged sentences

Rental Revenue

The increase in rental revenue was primarily attributable to a $13.7 million increase in base rent from new or renewed tenants and higher rents and higher tenant escalations, partially offset by a net $7.4 million decrease in revenue from our recent transaction activity as disclosed in "Financial Statements - Note 3.

The increase in rental revenue was primarily attributable to higher occupancy and higher operating and real estate tax expense escalations driving a $29.6 million increase during the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023.

The increases were partially offset by a net $14.2 million decrease in revenue from our recent transaction activity as

disclosed in "Financial Statements - Note 3.

Acquisitions and Dispositions" in this Annual Report on Form 10-K.

Other Revenues and Fees

The increase in other revenues and fees relates to prior period real estate tax refunds and abatements, and bad debt recovery income during the year ended December 31, 2023.

Property Operating Expenses

The increase in property operating expenses was primarily due to higher repair and maintenance costs, higher cleaning costs, and higher payroll costs in 2023 relating to increased building utilization.

The increase in property operating expenses was primarily due to higher repair and maintenance costs, cleaning costs, and payroll costs in 2024 relating to increased building utilization and certain local law compliance costs.

Real Estate Taxes

2 unchanged sentences

Depreciation and Amortization

Depreciation and amortization is lower for the year ended December 31, 2023 than for the year ended December 31, 2022 because the latter included accelerated depreciation from the disposition of 383 Main Avenue and depreciation expense on properties that were sold prior to December 31, 2023.

Depreciation and amortization is lower for the year ended December 31, 2024 than for the year ended December 31, 2023 primarily due to disposition activity during the comparative period.

Interest Income

The increase in interest income reflects higher interest rates on larger cash balances in the year ended December 31, 2023 compared to the year ended December 31, 2022.

The increase in interest income reflects larger cash balances in the year ended December 31, 2024 compared to the year ended December 31, 2023.

Interest Expense

The increase in interest expense reflects interest on new debt instruments in the year ended December 31, 2024, partially offset by the interest expense on debt associated with First Stamford Place being recognized separately as interest expense associated with property in receivership.

See "Financial Statements — Note 5.

Debt" in this Annual Report on Form 10-K.

Gain on Sale/Disposition of Property

The gain on disposition activity for the year ended December 31, 2024 relates to the derecognition of assets and certain liabilities in connection with the consensual foreclosure of First Stamford Place in Stamford, Connecticut as disclosed in "Financial Statements - Note 3.

Acquisitions and Dispositions" in this Annual Report on Form 10-K.

The gain on disposition activity for the year ended December 31, 2023 relates to the dispositions of 500 Mamaroneck in Harrison, New York in April 2023 and 69-97 and 103-107 Main Street in Westport, Connecticut in February 2023.

The gain on disposition activity for the year ended December 31, 2022 relates to the dispositions of 10 Bank Street in White Plains, New York in December 2022 and 383 Main Avenue in Norwalk, Connecticut in April 2022.

Observatory Segment

Observatory Revenue

Observatory revenues were higher driven by increased visitation and revenue per visitor during the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Observatory revenues were higher driven by increased revenue per visitor from pricing increases during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Observatory Expenses

The increase in O bservatory expenses was driven by increased operating hours, which increased variable costs such as marketing, labor and maintenance costs.

The increase in income tax expense was attributable to higher taxable income for the Observatory segment for the year ended December 31, 2023.

The increase in O bservatory expenses was driven by increased incremental costs such as labor, marketing and maintenance costs.

Liquidity and Capital Resources

1 unchanged sentence

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 Code 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.

In order for ESRT to qualify as a REIT, ESRT is required under the Code 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.

12 unchanged sentences

At December 31, 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 5.2 years.

As of December 31, 2023, excluding debt amortization, we have a debt maturity of $77.7 million in November 2024, $315.0 million in 2025, $225.0 million in 2026, $319.0 million in 2027 and $1.3 billion thereafter.

As of December 31, 2024, excluding debt amortization, we have a debt maturity of $100.0 million in March 2025, $225.0 million in 2026, $155.0 million in 2027, $146.1 million in 2028, $441.6 million in 2029, and $1.2 billion thereafter.

As of December 31, 2024, interest expense obligations and debt amortization from 2025 through 2029 and thereafter amount to $506.0 million and $34.0 million, respectively.

2 unchanged sentences

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.

Refer to "Financial Statements - Note 11 Related Party Transactions" in this Annual Report on Form 10-K.

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 6 th Street and Wythe Avenue in Brooklyn, New York, for a purchase price of $26.4 million.

Refer to Part I.

"Properties - Portfolio Transaction Activity" for a summary of our portfolio transaction activity .

Refer to "Financial Statements - Note 3 Acquisitions and Dispositions" in this Annual Report on Form 10-K.

Unsecured Revolving Credit and Term Loan Facilities

In March 2024, we closed on a $715.0 million, five-year unsecured credit agreement which consists of a $620.0 million revolver and a $95.0 million term loan facility, each of which mature on March 8, 2029, inclusive of the extension periods.

See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K for a summary of our unsecured revolving credit and term loan facilities.

5 unchanged sentences

Minimum fixed charge coverage > 1.50x 2.8x Yes

Minimum unencumbered interest coverage

> 1.75x 5.7x Yes

Maximum unsecured leverage

< 60% 23.4 % Yes

Minimum unencumbered interest coverage > 1.75x 4.6x Yes

Maximum unsecured leverage < 60% 25.4 % Yes

Mortgage Debt

As of December 31, 2024, mortgage notes payable, net, amounted to $692.2 million.

The next mortgage debt maturity is November 2024.

We have no mortgage debt maturity until April 2026.

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 and applicable accrued interest to debt associated with property under receivership and accrued interest associated with property in receivership, respectively, in our consolidated balance sheet.

As of December 31, 2024, this debt consists of a $164.0 million mortgage loan bearing interest at 4.09% and a $11.9 million loan bearing interest at 6.25%.

In connection with this we recorded a contract asset which represents the amount of obligation we expect to be released upon the final resolution of the foreclosure process on the First Stamford Place property.

Subsequent to year end, in February 2025, title of the property was transferred to the mortgage lender and we were released of our mortgage obligation.

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 in November 2024, the new loan balance of $71.6 million is interest-only at an interest rate of 3.59%, with a four-year term plus a one-year extension option.

See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K for more information on mortgage debt.

Senior Unsecured Notes

The terms of the senior unsecured 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 agreement also contains 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 real estate investment trust qualification.

As of December 31, 2023, we were in compliance with the covenants under the outstanding senior unsecured notes.

On June 17, 2024, we closed on the issuance and sale of an aggregate $225.0 million principal amount of notes, consisting of (a) $155.0 million aggregate principal amount of 7.20% Series I Green Guaranteed Senior Notes due June 17, 2029, (b) $45.0 million aggregate principal amount of 7.32% Series J Green Guaranteed Senior Notes due June 17, 2031 and (c) $25.0 million aggregate principal amount of 7.41% Series K Green Guaranteed Senior Notes due June 17, 2034.

See "Financial Statements — Note 5 Debt" in this Annual Report on Form 10-K 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.

In the evaluation of our level of indebtedness, ESRT's Board of Directors will consider a number of factors including the mix of recourse or non-recourse debt and cross-collateralized debt, mix of fixed or floating rate debt, and cost of leverage.

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.

ESRT's 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, access to and 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.

"Risk Factors - Risks Relating to Our Indebtedness and Liquidity" in this Annual Report on Form 10-K for more information.

4 unchanged sentences

Total New Leases, Expansions, and Renewals (3)

2024 2023 2022

Number of leases signed (4)

1 unchanged sentence

1,300,584 960,192 1,176,172

Weighted average annualized cash rent per square foot for new and renewal leases executed during the year $ 70.07 $ 63.45 $ 58.06

Weighted average annualized cash rent per square foot for previous leases 66.44 57.95 55.43

Increase in mark-to-market rent $ 3.63 $ 5.50 $ 2.63

Leasing commission costs per square foot (5)

7 unchanged sentences

Total New Leases, Expansions, and Renewals (3)

2024 2023 2022

Number of leases signed (4)

1 unchanged sentence

24,240 21,715 47,153

Weighted average annualized cash rent per square foot for new and renewal leases executed during the year $ 181.95 $ 148.89 $ 139.75

Weighted average annualized cash rent per square foot for previous leases 241.65 209.88 158.89

Decrease in mark-to-market rent $ (59.70) $ (60.99) $ (19.14)

Leasing commission costs per square foot (5)

6 unchanged sentences

(1) Excludes an aggregate of 475,744, 498,682, and 499,012 rentable square feet of retail space in our Manhattan office properties in 2024, 2023 and 2022, 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 twelve months ended December 31, 2023 and 2022.

(4) Presents a renewed and expansion lease as one lease signed.

1 unchanged sentence

(6) Includes an aggregate of 475,744, 498,682, and 499,012 rentable square feet of retail space in our Manhattan office properties in 2024, 2023 and 2022, respectively.

Excludes the Empire State Building broadcasting licenses and Observatory operations.

(5) The tables above exclude our multifamily properties.

Years Ended December 31,

2023 2022 2021

(amounts in thousands) Years Ended December 31,

Total Commercial Portfolio

2024 2023 2022

Capital expenditures (1)

3 unchanged sentences

As of December 31, 2024, we expect to incur additional costs relating to obligations under signed new leases of approximately $130.8 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 borrowings.

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 the capital improvements through a combination of operating cash flow, cash on hand and borrowings.

Off-Balance Sheet Arrangements

As of December 31, 2023, we did not have any off-balance sheet arrangements.

Distribution Policy

12 unchanged sentences

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

ESRT's Board of Directors authorized the repurchase of up to $500 million of ESRT's Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units during the period from January 1, 2022 through December 31, 2023.

Upon expiration of this program, ESRT's Board of Directors authorized the repurchase of up to $500 million of ESRT's Class A common stock and our Series ES, Series 250 and Series 60 operating partnership units during the period from January 1, 2024 through December 31, 2025.

Under the program, ESRT may purchase its 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.

ESRT's Board of Directors authorized the repurchase of up to $500.0 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.

At December 31, 2023, ESRT had used approximately $103.3 million of the authorized repurchase amount for the 2022-2023 period.

The following table summarizes our purchases of equity securities for the year ended December 31, 2023 under the previous repurchase program.

As of December 31, 2024, ESRT had $500.0 million remaining of the authorized repurchase amount.

There were no repurchases of equity securities during the twelve months ended December 31, 2024.

The following table summarizes our purchases of equity securities for the year ended December 31, 2024.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Approximate Dollar Value Available for Future Purchase

Year ended December 31, 2023 2,150,857 $ 6.09 2,150,857 $500,000,000 (a)

(a) Represents the new board authorization for the January 1, 2024 - December 31, 2025 period.

As of the date of this filing, we have used $0 of such $500 million authorization.

Year ended December 31, 2024 — $ — — $ 500,000,000

Comparison of Year Ended December 31, 2024 to the Year Ended December 31, 2023

Cash and cash equivalents and restricted cash were $429.3 million and $407.0 million as of December 31, 2024 and 2023, respectively.

The increase was primarily due to net proceeds from the disposition of 500 Mamaroneck in April 2023 and 69-97 and 103-107 Main Street in February 2023 and from less share repurchase activity during the year ended December 31, 2023.

We also had less acquisition activity in the year ended December 31, 2023 as compared with the year ended December 31, 2022.

The increase was primarily due to new financings in 2024 and changes in working capital less the cash used for the acquisition of a portfolio of retail assets on North 6th Street in Williamsburg, Brooklyn.

Operating activities .

Net cash provided by operating activities increased by $21.3 million to $232.5 million due to increased Observatory operating income and changes in working capital.

Net cash provided by operating activities increased by $28.4 million to $260.9 million due to increased Observatory operating income, increased rental revenues in excess of property operating expenses and changes in working capital.

Investing activities .

Net cash used in investing activities decreased by $153.6 million to $77.3 million primarily due to the net proceeds from the disposition of 500 Mamaroneck in April 2023 and 69-97 and 103-107 Main Street in February 2023.

We also had less acquisition activity in the year ended December 31, 2023 as compared with the year ended December 31, 2022.

Net cash used in investing activities increased by $319.8 million to $397.1 million primarily due to the acquisition of a portfolio of retail assets on North 6th Street in Williamsburg, Brooklyn and capital expenditures.

Financing activities .

Net cash used in financing activities decreased by $80.9 million to $62.9 million primarily due to lower repurchases of common shares in 2023.

Net cash provided by financing activities increased by $221.4 million to $158.6 million primarily due to the funding of senior unsecured notes during the year.

Net Operating Income

Net operating income ("NOI") is a non-GAAP financial measure of performance.

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:

5 unchanged sentences

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.

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.

5 unchanged sentences

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):

The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to NOI:

Years Ended December 31,

2023 2022 2021

Net income (loss)

(amounts in thousands) 2024 2023 2022

$ 80,359 $ 84,407 $ 63,212

5 unchanged sentences

105,239 101,484 101,206

Interest expense associated with property in receivership

Loss on early extinguishment of debt

Income tax expense (benefit)

Income tax expense

2,688 2,715 1,546

Impairment charges — — 7,723

Gain on sale/disposition of properties (13,302) (26,764) (33,988)

Interest income

(15,136) (4,948) (704)

Third-party management and other fees

(1,170) (1,351) (1,361)

Interest income

(21,298) (15,136) (4,948)

Net operating income

7 unchanged sentences

$ 7,831 $ 7,831 $ 7,831

Funds from Operations ("FFO")

We present below a discussion of FFO.

Funds From Operations

We present below a discussion of Funds From Operations ("FFO").

We compute 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.

3 unchanged sentences

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.

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.

1 unchanged sentence

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.

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 Funds From Operations ("Modified FFO") adds back an adjustment for any below-market ground lease amortization to traditionally defined FFO.

We believe this is 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.

3 unchanged sentences

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")

Core FFO adds back to Modified FFO the following item:

loss on early extinguishment of debt.

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.

3 unchanged sentences

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 (loss), the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO for the periods presented (amounts in thousands):

The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO:

Years Ended December 31,

2023 2022 2021

Net income (loss)

(amounts in thousands) 2024 2023 2022

$ 80,359 $ 84,407 $ 63,212

4 unchanged sentences

180,513 184,633 210,522

Impairment charges — — 7,723

Gain on sale/disposition of properties (13,302) (26,764) (33,988)

4 unchanged sentences

251,196 245,838 243,619

Interest expense associated with property in receivership 4,471 — —

Loss on early extinguishment of debt 553 — —

5 unchanged sentences

Critical Accounting Estimates

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements, have been prepared in conformity with GAAP and with the rules and regulations of the Securities and Exchange Commission (the "SEC"), represent our assets and liabilities and operating results.

The consolidated financial statements include our accounts and our partially owned and wholly owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

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.

At December 31, 2022, we were the primary beneficiary of a variable interest in the intermediary entity which held title to 298 Mulberry Street, the multifamily asset acquired in December 2022.

The intermediary entity was utilized to execute a like-kind exchange and subsequent to March 31, 2023, the like-kind exchange was completed and we took title to 298 Mulberry Street.

Therefore, we had no VIEs at 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 consolidated balance sheets and in the consolidated statements of income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.

Goodwill is tested annually for impairment and more frequently if events and circumstances indicate that the asset might be impaired.

An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill.

An impairment loss is recognized to the extent that the carrying amount, including goodwill, exceeds the reporting unit’s fair value and the

implied fair value of goodwill is less than the carrying amount of that goodwill.

Non-amortizing intangible assets, such as trade names and trademarks, are subject to an annual impairment test based on fair value and amortizing intangible assets are tested whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

5 unchanged sentences

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.

We are generally not subject to federal and state income taxes as our taxable income or loss is reportable by our partners.

Accordingly, no provision has been made for federal and state income taxes.

ESRT elected, together with ESRT Observatory TRS, L.L.C., our subsidiary that holds our Observatory operations, to treat ESRT Observatory TRS, L.L.C.

as a taxable REIT subsidiary, and ESRT has elected, together with ESRT Holdings TRS, L.L.C., our subsidiary that holds our third-party management, restaurant, cafeterias, health clubs and certain

cleaning operations, to treat ESRT Holdings TRS, L.L.C.

TRSs may participate in non-real estate activities and/or perform non-customary services for tenants and their operations are generally subject to regular corporate income taxes.

Each of our TRSs account for their income taxes in accordance with GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.

The calculation of the TRSs' tax provisions may require interpreting tax laws and regulations and could result in the use of judgments or estimates which could cause its recorded tax liability to differ from the actual amount due.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The TRSs periodically assess the realizability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state, or federal tax audits or estimates and judgments used.

As of December 31, 2023, ESRT had $103.0 million of net operating loss ("NOL") carryforwards that may be used in the future to reduce the amount otherwise required to be distributed by ESRT to meet REIT requirements.

However, for federal income tax purposes, the NOL will not be able to offset more than 80% of ESRT’s REIT taxable income and, therefore, may not be able to reduce the amount required to be distributed by ESRT to meet REIT requirements to zero.

The federal NOL may be carried forward indefinitely.

Other limitations may apply to ESRT’s ability to use its NOL to offset taxable income.

As of December 31, 2023, the Observatory TRS had a federal income tax receivable of $2.5 million.

This receivable reflects an anticipated refund resulting from the carryback of 2020 NOL to previous tax years.

The Observatory TRS has $1.5 million of federal NOL carryforward that may be used to offset future taxable income, if any.

The federal NOL may be carried forward indefinitely.

We apply provisions for measuring and recognizing tax benefits associated with uncertain income tax positions.

Penalties and interest, if incurred, would be recorded as a component of income tax expense.

As of December 31, 2023 and 2022, we do not have a liability for uncertain tax positions.

As of December 31, 2023, the tax years ended December 31, 2020 through December 31, 2023 remain open for an audit by the Internal Revenue Service, state or local authorities.

Share-Based Compensation

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis