Empire State Realty OP, L.P. 10-Q

ITEM 1. FINANCIAL STATEMENTS Empire State Realty OP, L.P. Condensed Consolidated Balance Sheets (amounts in thousands, except per unit amounts) March 31, 2024 December 31, 2023 ASSETS (unaudited) Commercial real estate properties, at cost: Land $ 366,357 $ 366,357 Development costs 8,187 8,178 Building and improvements 3,327,773 3,280,657 3,702,317 3,655,192 Less: accumulated depreciation ( 1,288,519 ) ( 1,250,062 ) Commercial real estate properties, net 2,413,798 2,405,130 Cash and cash equivalents 333,573 346,620 Restricted cash 51,738 60,336 Tenant and other receivables 40,137 39,836 Deferred rent receivables 257,266 255,628 Prepaid expenses and other assets 74,472 98,167 Deferred costs, net 180,462 172,457 Acquired below-market ground leases, net 319,284 321,241 Right of use assets 28,378 28,439 Goodwill 491,479 491,479 Total assets $ 4,190,587 $ 4,219,333 LIABILITIES AND CAPITAL Liabilities: Mortgage notes payable, net $ 876,497 $ 877,388 Senior unsecured notes, net 973,926 973,872 Unsecured term loan facilities, net 268,503 389,286 Unsecured revolving credit facility 120,000 — Accounts payable and accrued expenses 91,005 99,756 Acquired below-market leases, net 12,798 13,750 Ground lease liabilities 28,378 28,439 Deferred revenue and other liabilities 69,289 70,298 Tenants’ security deposits 25,457 35,499 Total liabilities 2,465,853 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 ( 2,740 and 2,709 general partner operating partnership units and 162,058 and 160,337 limited partner operating partnership units outstanding in 2024 and 2023, respectively) 996,122 985,518 Limited partners' interests ( 82,266 and 80,189 limited partner operating partnership units outstanding in 2024 and 2023, respectively) 692,575 694,512 Series ES operating partnership units ( 19,387 and 19,947 limited partner operating partnership units outstanding in 2024 and 2023, respectively) 4,722 4,427 Series 60 operating partnership units ( 4,991 and 5,144 limited partner operating partnership units outstanding in 2024 and 2023, respectively) 863 779 Series 250 operating partnership units ( 2,573 and 2,619 limited partner operating partnership units outstanding in 2024 and 2023, respectively) 512 462 Total Empire State Realty OP, L.P.'s capital 1,724,734 1,715,638 Non-controlling interest in other partnerships — 15,407 Total capital 1,724,734 1,731,045 Total liabilities and capital $ 4,190,587 $ 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 March 31, 2024 2023 Revenues: Rental revenue $ 153,882 $ 140,091 Observatory revenue 24,596 22,154 Third-party management and other fees 265 427 Other revenue and fees 2,436 1,950 Total revenues 181,179 164,622 Operating expenses: Property operating expenses 45,060 42,044 Ground rent expenses 2,331 2,331 General and administrative expenses 15,972 15,708 Observatory expenses 8,431 7,855 Real estate taxes 32,241 31,788 Depreciation and amortization 46,081 47,408 Total operating expenses 150,116 147,134 Total operating income 31,063 17,488 Other income (expense): Interest income 4,178 2,595 Interest expense ( 25,128 ) ( 25,304 ) Loss on early extinguishment of debt ( 553 ) — Gain on disposition of property — 15,696 Income before income taxes 9,560 10,475 Income tax benefit 655 1,219 Net income 10,215 11,694 Private perpetual preferred unit distributions ( 1,050 ) ( 1,050 ) Net (income) loss attributable to non-controlling interests in other partnerships ( 4 ) 43 Net income attributable to common unitholders $ 9,161 $ 10,687 Total weighted average units: Basic 264,562 264,493 Diluted 267,494 265,197 Earnings per unit attributable to common unitholders: Basic $ 0.03 $ 0.04 Diluted $ 0.03 $ 0.04 Dividends per unit $ 0.035 $ 0.035 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 March 31, 2024 2023 Net income $ 10,215 $ 11,694 Other comprehensive income (loss): Unrealized gain (loss) on valuation of interest rate swap agreements 8,198 ( 5,402 ) Amount reclassified into interest expense ( 2,324 ) ( 1,272 ) Other comprehensive income (loss) 5,874 ( 6,674 ) Comprehensive income 16,089 5,020 Net (income) loss attributable to non-controlling interests in other partnerships ( 4 ) 43 Other comprehensive loss attributable to non-controlling interest in other partnerships — 381 Comprehensive income attributable to OP unitholders $ 16,085 $ 5,444 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 March 31, 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 — — 1,566 7,132 ( 807 ) ( 6,981 ) ( 560 ) ( 121 ) ( 153 ) ( 22 ) ( 46 ) ( 8 ) — — Repurchases of common units — — — — — — — — — — — — — — Acquisition of non-controlling interests in other partnerships — — — 114 — — — — — — — — ( 15,411 ) ( 15,297 ) Equity compensation — — 186 ( 260 ) 2,884 3,709 — — — — — — — 3,449 Distributions — ( 1,050 ) — ( 5,765 ) — ( 2,793 ) — ( 679 ) — ( 175 ) — ( 90 ) — ( 10,552 ) Net income — 1,050 — 5,661 — 2,556 — 678 — 174 — 92 4 10,215 Other comprehensive income — — — 3,722 — 1,572 — 417 — 107 — 56 — 5,874 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 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 — — 806 2,544 ( 282 ) ( 2,433 ) ( 397 ) ( 89 ) ( 55 ) ( 9 ) ( 72 ) ( 13 ) — — Repurchases of common shares — — ( 933 ) ( 5,694 ) — — — — — — — — — ( 5,694 ) Contributions from consolidated joint ventures — — — — — — — — — — — — 18 18 Equity compensation — — 327 21 1,519 4,353 — — — — — — — 4,374 Distributions — ( 1,050 ) — ( 5,675 ) — ( 2,006 ) — ( 724 ) — ( 193 ) — ( 95 ) — ( 9,743 ) Net income — 1,050 — 6,519 — 2,993 — 844 — 224 — 107 ( 43 ) 11,694 Other comprehensive income (loss) — — — ( 3,839 ) — ( 1,762 ) — ( 497 ) — ( 132 ) — ( 63 ) ( 381 ) ( 6,674 ) 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 The accompanying notes are an integral part of these consolidated financial statements 5 Empire State Realty OP, L.P. Condensed Consolidated Statements of Cash Flows (unaudited) (amounts in thousands) Three Months Ended March 31, 2024 2023 Cash Flows From Operating Activities Net income $ 10,215 $ 11,694 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 46,081 47,408 Gain on disposition of property — ( 15,696 ) Amortization of non-cash items within interest expense 2,076 2,238 Amortization of acquired above- and below-market leases, net ( 514 ) ( 703 ) Amortization of acquired below-market ground leases 1,958 1,958 Straight-lining of rental revenue ( 3,061 ) ( 556 ) Equity based compensation 3,449 4,374 Loss on early extinguishment of debt 553 — Increase (decrease) in cash flows due to changes in operating assets and liabilities: Security deposits ( 10,042 ) 10,184 Tenant and other receivables ( 1,371 ) 258 Deferred leasing costs ( 8,105 ) ( 4,498 ) Prepaid expenses and other assets 29,132 34,915 Accounts payable and accrued expenses 141 ( 6,804 ) Deferred revenue and other liabilities 414 1,591 Net cash provided by operating activities 70,926 86,363 Cash Flows From Investing Activities Acquisition of non-controlling interests in other partnerships ( 14,226 ) — Net proceeds from disposition of property — 39,137 Post-closing costs from a prior period sale of property ( 4,034 ) — Development costs ( 9 ) ( 12 ) Additions to building and improvements ( 53,000 ) ( 41,756 ) Net cash used in investing activities ( 71,269 ) ( 2,631 ) 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 (continued) (unaudited) (amounts in thousands) Three Months Ended March 31, 2024 2023 Cash Flows From Financing Activities Repayment of mortgage notes payable ( 1,470 ) ( 2,142 ) 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 ( 9,280 ) — Repurchases of common units — ( 5,694 ) Distributions ( 10,552 ) ( 9,743 ) Net cash used in financing activities ( 21,302 ) ( 17,579 ) Net increase (decrease) in cash and cash equivalents and restricted cash ( 21,645 ) 66,153 Cash and cash equivalents and restricted cash—beginning of period 406,956 314,678 Cash and cash equivalents and restricted cash—end of period $ 385,311 $ 380,831 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 $ 333,573 $ 272,648 Restricted cash at end of period 51,738 108,183 Cash and cash equivalents and restricted cash at end of period $ 385,311 $ 380,831 Supplemental disclosures of cash flow information: Cash paid for interest $ 21,984 $ 23,006 Cash paid for income taxes $ 480 $ 283 Non-cash investing and financing activities: Building and improvements included in accounts payable and accrued expenses $ 48,771 $ 39,982 Write-off of fully depreciated assets 551 847 Derivative instruments at fair values included in prepaid expenses and other assets 16,726 12,446 Derivative instruments at fair values included in accounts payable and accrued expenses — 2,171 Conversion of operating partnership units to ESRT partner's capital 7,132 2,544 The accompanying notes are an integral part of these consolidated financial statements 7 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 REIT that owns and operates a portfolio of modernized, amenitized, and well-located office, retail, and multifamily assets, and the Observatory deck attraction in ESRT’s flagship Empire State Building – the “World’s Most Famous Building”, conducts all of its business and owns (either directly or through subsidiaries) substantially all of its assets. The Company is a recognized leader in energy efficiency and indoor environmental quality. As of March 31, 2024, ESRT’s portfolio was comprised of approximately 8.6 million rentable square feet of office space, 0.7 million rentable square feet of retail space and 727 residential units. Our office portfolio included 11 properties (including three long-term ground leasehold interests) encompassing approximately 8.6 million rentable square feet. Nine of these office properties are located in midtown Manhattan and encompass approximately 7.6 million rentable square feet, including the Empire State Building. The remaining two office properties encompass approximately 1.1 million rentable square feet and are located in Stamford, Connecticut, with immediate access to mass transportation. Additionally, we have entitled land adjacent to one of the Stamford office properties 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 March 31, 2024, ESRT owned approximately 60.1 % 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 8 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 March 31, 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 6 th Street and Wythe Avenue for a purchase price of $ 26.4 million. The property has three retail tenants and six residential units and was fully leased as of March 31, 2024. The purchase price is the fair value at the date of acquisition. The following table summarizes properties acquired during the three and twelve months ended March 31, 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 10 th Avenue and 345 East 94 th Street in Manhattan for $ 14.2 million in cash and the assumption of $ 18.0 million of in-place 9 debt. As of March 31, 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. Property Dispositions The following table summarizes properties disposed of during the three and twelve months ended March 31, 2024 and December 31, 2023, respectively (amounts in thousands): Property Date of Disposal Sales Price Gain on Disposition 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. 4. Deferred Costs, Acquired Lease Intangibles and Goodwill Deferred costs, net, consisted of the following as of March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, 2024 December 31, 2023 Leasing costs $ 230,108 $ 224,295 Acquired in-place lease value and deferred leasing costs 146,533 158,267 Acquired above-market leases 22,064 23,918 398,705 406,480 Less: accumulated amortization ( 228,482 ) ( 236,900 ) Total deferred costs, net, excluding net deferred financing costs $ 170,223 $ 169,580 At March 31, 2024 and December 31, 2023, $ 10.2 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 $ 5.8 million and $ 5.8 million for the three months ended March 31, 2024 and 2023, respectively. Amortization expense related to acquired lease intangibles was $ 1.3 million and $ 2.4 million for the three months ended March 31, 2024 and 2023, respectively. Amortizing acquired intangible assets and liabilities consisted of the following as of March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, 2024 December 31, 2023 Acquired below-market ground leases $ 396,916 $ 396,916 Less: accumulated amortization ( 77,632 ) ( 75,675 ) Acquired below-market ground leases, net $ 319,284 $ 321,241 March 31, 2024 December 31, 2023 Acquired below-market leases $ ( 51,927 ) $ ( 55,155 ) Less: accumulated amortization 39,129 41,405 Acquired below-market leases, net $ ( 12,798 ) $ ( 13,750 ) Rental revenue related to the amortization of below-market leases, net of above-market leases, was $ 0.5 million and $ 0.7 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 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. 10 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 March 31, 2024 and December 31, 2023 (amounts in thousands): Principal Balance As of March 31, 2024 March 31, 2024 December 31, 2023 Stated Rate Effective Rate (1) Maturity Date (2) Fixed rate mortgage debt Metro Center $ 79,425 $ 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 (3) 175,860 175,860 4.28 % 4.73 % 7/1/2027 1010 Third Avenue and 77 West 55th Street 34,734 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 7,035 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 15,375 15,801 SOFR plus 2.45 % 3.85 % 11/1/2033 Total mortgage debt 890,529 891,998 Senior unsecured notes: (4) 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 Unsecured term loan facility (4) 175,000 175,000 SOFR plus 1.50 % 4.51 % 12/31/2026 Unsecured term loan facility (4) 95,000 215,000 SOFR plus 1.50 % 4.47 % 3/8/2029 Unsecured revolving credit facility (4) 120,000 — SOFR plus 1.30 % 4.03 % 3/8/2029 Total principal 2,255,529 2,256,998 Deferred financing costs, net ( 9,834 ) ( 9,488 ) 11 Unamortized debt discount ( 6,769 ) ( 6,964 ) Total $ 2,238,926 $ 2,240,546 ______________ (1) The effective rate is the yield as of March 31, 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) Represents a $ 164 million mortgage loan bearing interest at 4.09 % and a $ 11.9 million loan bearing interest at 6.25 %. In April 2024, we worked with the First Stamford P lace mortgage lender to structure a cooperative consensual foreclosure, which is anticipated to be completed by June 30, 2024. Upon completion, this transaction is expected to eliminate a $ 175.9 million liability that matures in July 2027 from the balance sheet. (4) At March 31, 2024, we were in compliance with all debt covenants. Principal Payments Aggregate required principal payments at March 31, 2024 are as follows (amounts in thousands): Year Amortization Maturities Total 2024 $ 7,392 $ 77,675 $ 85,067 2025 6,893 100,000 106,893 2026 7,330 225,000 232,330 2027 6,461 319,000 325,461 2028 3,556 146,092 149,648 Thereafter 18,523 1,337,607 1,356,130 Total $ 50,155 $ 2,205,374 $ 2,255,529 Deferred Financing Costs Deferred financing costs, net, consisted of the following at March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, 2024 December 31, 2023 Financing costs $ 52,200 $ 43,473 Less: accumulated amortization ( 32,128 ) ( 31,108 ) Total deferred financing costs, net $ 20,072 $ 12,365 Amortization expense related to deferred financing costs was $ 1.0 million and $ 1.1 million for the three months ended March 31, 2024 and 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 new 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 new BofA Term Loan Facility matures on March 8, 2029, inclusive of two twelve-month extension periods and replaced the existing term loan facility that was due to mature in March 2025. Initial interest rates on the new 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 12 achieved each year. As of March 31, 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 March 31, 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 real estate investment trust qualification, and occurrence of a change of control. As of March 31, 2024, we were in compliance with these covenants. 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 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 real estate investment trust qualification. As of March 31, 2024, we were in compliance with these covenants. On April 10, 2024, we entered into a Note Purchase Agreement with the purchasers named therein (the “Purchase Agreement”) in connection with a private placement of our Series I-K green guaranteed senior unsecured notes (the “Notes”). Under the Purchase Agreement, we will issue and sell $ 225 million aggregate 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 and purchase of the Notes is scheduled to be held on June 17, 2024, subject to customary closing conditions. The issue price for the Notes is 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 so prepaid plus a make-whole premium as set forth in the Purchase Agreement. The Purchase Agreement contains customary covenants and customary events of default similar to those in our Series A-H senior unsecured notes. 6. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of March 31, 2024 and December 31, 2023 (amounts in thousands): 13 March 31, 2024 December 31, 2023 Accrued capital expenditures $ 48,771 $ 51,815 Accounts payable and accrued expenses 37,674 44,169 Interest rate swap agreements liability — 85 Accrued interest payable 4,560 3,687 Total accounts payable and accrued expenses $ 91,005 $ 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 March 31, 2024, we did not have derivatives in a net liability position. As of March 31, 2024 and December 31, 2023, we had interest rate swaps and caps with an aggregate notional value of $ 586.3 million and $ 573.2 million, respectively. The notional value does not represent exposure to credit, interest rate or market risks. As of March 31, 2024, the fair value of our derivative instruments in an asset position amounted to $ 16.7 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 March 31, 2024 and 2023, our cash flow hedges are deemed highly effective and a net unrealized gain (loss) of $ 5.9 million and $( 6.7 ) million for the three months ended March 31, 2024 and 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 $ 6.8 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. 14 The table below summarizes the terms of agreements and the fair values of our derivative financial instruments as of March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, 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 $ 659 $ — $ 64 $ — Interest rate swap 103,790 70 % of 1 Month SOFR 2.5000 % December 1, 2021 November 1, 2033 1,898 — — ( 85 ) Interest rate swap 10,710 70 % of 1 Month SOFR 1.7570 % December 1, 2021 November 1, 2033 716 — 546 — Interest rate swap 15,518 1 Month SOFR 2.2540 % December 1, 2021 November 1, 2030 951 — 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 2 — 4 — Interest rate swap 175,000 SOFR Compound 2.5620 % August 31, 2022 December 31, 2026 7,633 — 5,637 — Interest rate swap 107,500 SOFR Compound 2.6260 % August 19, 2022 March 19, 2025 2,364 — 2,384 — Interest rate swap 107,500 SOFR OIS Compound 2.6280 % August 19, 2022 March 19, 2025 2,363 — 2,383 — Interest rate cap 6,780 70 % of 1 Month SOFR 4.5000 % October 1, 2024 November 1, 2030 44 — — — Interest rate cap 6,676 1 Month SOFR 5.5000 % October 1, 2024 November 1, 2030 96 — — — $ 16,726 $ — $ 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 months ended March 31, 2024 and 2023 (amounts in thousands): Three Months Ended Effects of Cash Flow Hedges March 31, 2024 March 31, 2023 Amount of gain (loss) recognized in other comprehensive income (loss) $ 8,198 $ ( 5,402 ) Amount of gain reclassified from accumulated other comprehensive income (loss) into interest expense 2,324 1,272 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 months ended March 31, 2024 and 2023 (amounts in thousands): Three Months Ended Effects of Cash Flow Hedges March 31, 2024 March 31, 2023 Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded $ ( 25,128 ) $ ( 25,304 ) Amount of gain reclassified from accumulated other comprehensive income (loss) into interest expense 2,324 1,272 Fair Valuation The estimated fair values at March 31, 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 15 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 and H), 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 March 31, 2024 and December 31, 2023 (amounts in thousands): March 31, 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 $ 16,726 $ 16,726 $ — $ 16,726 $ — Mortgage notes payable 876,497 765,660 — — 765,660 Senior unsecured notes - Series A, B, C, D, E, F, G and H 973,926 872,714 — — 872,714 Unsecured term loan facilities 268,503 270,000 — — 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 Disclosure about the fair value of financial instruments is based on pertinent information available to us as of March 31, 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 We lease various spaces to tenants over terms ranging from one to 31 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 March 31, 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 months ended March 31, 2024 and 2023 are as follows (amounts in thousands): 16 Three Months Ended Rental revenue March 31, 2024 March 31, 2023 Fixed payments $ 136,353 $ 124,564 Variable payments 17,529 15,527 Total rental revenue $ 153,882 $ 140,091 As of March 31, 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 2040 (amounts in thousands): Remainder of 2024 $ 387,079 2025 520,046 2026 473,910 2027 452,849 2028 413,440 Thereafter 1,893,377 $ 4,140,701 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 $ 28.4 million and lease liabilities of $ 28.4 million in our condensed consolidated balance sheets as of March 31, 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 March 31, 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 March 31, 2024 was 46.2 years. As of March 31, 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 $ 1,139 2025 1,518 2026 1,503 2027 1,482 2028 1,482 Thereafter 60,794 Total undiscounted cash flows 67,918 Present value discount ( 39,540 ) Ground lease liabilities $ 28,378 17 9. Commitments and Contingencies Legal Proceedings Except as described below, as of March 31, 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 "Respondent s "). 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 March 31, 2024, we estimate that we will incur approximately $ 125.2 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 March 31, 2024, we held on deposit at various 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- 18 containing building materials in certain of our properties. As of March 31, 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 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. 19 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 March 31, 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 March 31, 2024, there were 163,815,629 shares of Class A common stock, 982,689 shares of Class B common stock and 109,217,835 operating partnership units outstanding. The controlling interest of 60.1 % is owned by ESRT. The other 39.9 % 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 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 March 31, 2024, we had $ 500.0 million remaining of the authorized repurchase amount. There were no repurchases of equity securities during the three months ended March 31, 2024. 20 Private Perpetual Preferred Units As of March 31, 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 $ 9.5 million and $ 8.7 million for the three months ended March 31, 2024 and 2023, respectively. Total distributions paid to preferred unitholders were $ 1.1 million and $ 1.1 million for the three months ended March 31, 2024 and 2023, respectively. Incentive and Share-Based Compensation On May 16, 2019, the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan (the “2019 Plan”) was approved by our shareholders. The 2019 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. 2013 Equity Incentive Plan ("2013 Plan", and collectively with the 2019 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 2019 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 2019 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 2019 Plan. An aggregate of approximately 11.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2019 Plan, and as of March 31, 2024, 1.0 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-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. In March 2024, we made grants of LTIP units to executive officers under the 2019 Plan, including a total of 1,191,241 LTIP units that are subject to time-based vesting, 891,213 LTIP units that are subject to market-based vesting and 689,500 units that are subject to performance-based vesting with fair market values of $ 9.7 million, $ 5.4 million and $ 5.4 million, respectively. In March 2024, we made grants of LTIP units and restricted stock to certain other employees under the 2019 Plan, including a total of 130,016 LTIP units and 259,927 shares of restricted stock that are subject to time-based vesting, 118,919 LTIP units that are subject to market-based vesting and 91,901 LTIP units that are subject to performance-based vesting, with fair market values of $ 1.2 million and $ 2.6 million, respectively, for the time-based vesting awards, $ 0.9 million for the market-based vesting awards and $ 0.9 million for the performance-based vesting awards. The awards subject to time-based vesting vest ratably over a period of years, subject generally to the grantee's continued employment. The vesting of the LTIP units subject to 21 market-based vesting is based on the achievement of relative total stockholder return hurdles over a three-year performance period. The vesting of the LTIP units subject to performance-based vesting is based on the achievement of (i) operational metrics over a one-year performance period, subject to a three-year absolute TSR modifier, and (ii) environmental, social and governance ("ESG") metrics over a three-year performance period. 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 , four or 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 three or 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 three months ended March 31, 2024 were valued at $ 26.1 million. The weighted average per unit or share fair value was $ 7.74 for grants issued for the three months ended March 31, 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 three months ended March 31, 2024. The following is a summary of ESRT restricted stock and LTIP unit activity for the three months ended March 31, 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 ( 184,914 ) ( 994,308 ) ( 422,430 ) — 7.53 Granted 259,927 1,321,257 1,010,132 781,401 7.74 Forfeited or unearned ( 180 ) — ( 228,660 ) — 6.98 Unvested balance at March 31, 2024 673,122 3,624,499 3,097,854 2,057,764 $ 6.84 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 $ 0.7 million and $ 0.7 million for the three months ended March 31, 2024 and 2023, respectively. Unrecognized compensation expense was $ 16.6 million at March 31, 2024, which will be recognized over a weighted average period of 2.8 years. 22 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 $ 2.7 million and $ 3.7 million for the three months ended March 31, 2024 and 2023, respectively. Unrecognized compensation expense was $ 31.2 million at March 31, 2024, which will be recognized over a weighted average period of 2.6 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 months ended March 31, 2024 and 2023, earnings per unit is computed as follows (amounts in thousands, except per share amounts): Three Months Ended March 31, 2024 March 31, 2023 Numerator: Net income $ 10,215 $ 11,694 Private perpetual preferred unit distributions ( 1,050 ) ( 1,050 ) Net (income) loss attributable to non-controlling interests in other partnerships ( 4 ) 43 Net income attributable to common unitholders – basic and diluted $ 9,161 $ 10,687 Denominator: Weighted average units outstanding – basic 264,562 264,493 Effect of dilutive securities: Stock-based compensation plans 2,932 704 Weighted average units outstanding –- diluted 267,494 265,197 Earnings per unit: Basic $ 0.03 $ 0.04 Diluted $ 0.03 $ 0.04 There were zero antidilutive shares and LTIP units for the three months ended March 31, 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 $ 0.2 million for the three months ended March 31, 2024 and 2023, respectively. These fees are included within third-party management and other fees. Property Management Fee Revenue 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 $ 0.1 million for the three months ended March 31, 2024 and 2023, respectively. These fees are included within third-party management and other fees. 23 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 $ 0.1 million for the three months ended March 31, 2024 and 2023, respectively. One of our 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. 33 rd Street. 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 months ended March 31, 2024 and 2023 (amounts in thousands): 24 Three Months Ended March 31, 2024 Real Estate Observatory Intersegment Elimination Total Revenues: Rental revenue $ 153,882 $ — $ — $ 153,882 Intercompany rental revenue 16,067 — ( 16,067 ) — Observatory revenue — 24,596 — 24,596 Third-party management and other fees 265 — — 265 Other revenue and fees 2,436 — — 2,436 Total revenues 172,650 24,596 ( 16,067 ) 181,179 Operating expenses: Property operating expenses 45,060 — — 45,060 Intercompany rent expense — 16,067 ( 16,067 ) — Ground rent expenses 2,331 — — 2,331 General and administrative expenses 15,972 — — 15,972 Observatory expenses — 8,431 — 8,431 Real estate taxes 32,241 — — 32,241 Depreciation and amortization 46,044 37 — 46,081 Total operating expenses 141,648 24,535 ( 16,067 ) 150,116 Total operating income 31,002 61 — 31,063 Other income (expense): Interest income 4,140 38 — 4,178 Interest expense ( 25,128 ) — — ( 25,128 ) Loss on early extinguishment of debt ( 553 ) — — ( 553 ) Income before income taxes 9,461 99 — 9,560 Income tax (expense) benefit ( 113 ) 768 — 655 Net income $ 9,348 $ 867 $ — $ 10,215 Segment assets $ 3,931,685 $ 258,902 $ — $ 4,190,587 Expenditures for segment assets $ 47,645 $ 39 $ — $ 47,684 25 Three Months Ended March 31, 2023 Real Estate Observatory Intersegment Elimination Total Revenues: Rental revenue $ 140,091 $ — $ — $ 140,091 Intercompany rental revenue 15,914 — ( 15,914 ) — Observatory revenue — 22,154 — 22,154 Third-party management and other fees 427 — — 427 Other revenue and fees 1,950 — — 1,950 Total revenues 158,382 22,154 ( 15,914 ) 164,622 Operating expenses: Property operating expenses 42,044 — — 42,044 Intercompany rent expense — 15,914 ( 15,914 ) — Ground rent expenses 2,331 — — 2,331 General and administrative expenses 15,708 — — 15,708 Observatory expenses — 7,855 — 7,855 Real estate taxes 31,788 — — 31,788 Depreciation and amortization 47,364 44 — 47,408 Total operating expenses 139,235 23,813 ( 15,914 ) 147,134 Total operating income (loss) 19,147 ( 1,659 ) — 17,488 Other income (expense): Interest income 2,558 37 — 2,595 Interest expense ( 25,304 ) — — ( 25,304 ) Gain on sale of property 15,696 — — 15,696 Income (loss) before income taxes 12,097 ( 1,622 ) — 10,475 Income tax (expense) benefit ( 198 ) 1,417 — 1,219 Net income (loss) $ 11,899 $ ( 205 ) $ — $ 11,694 Segment assets $ 3,903,661 $ 253,702 $ — $ 4,157,363 Expenditures for segment assets $ 34,536 $ 58 $ — $ 34,594 13. Subsequent Events None. 26