Empire State Realty Trust(ESRT) - 2019 Q4 - Annual Report

Part I Item 1. Business The company is a self-administered REIT focused on owning, managing, and redeveloping office and retail properties primarily in Manhattan, including the iconic Empire State Building Overview As of December 31, 2019, the company's portfolio included 10.1 million rentable square feet of office and retail space with 88.6% occupancy, and its observatories attracted 3.5 million visitors Portfolio Snapshot (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Total Rentable Square Feet | 10.1 million | | Total Portfolio Occupancy | 88.6% | | Total Portfolio Leased | 91.2% | | Office Properties | 14 (9.4 million sq. ft.) | | Manhattan Office Properties | 9 (7.6 million sq. ft.) | | Standalone Retail Properties | 6 (205,595 sq. ft.) | - The Empire State Building's observatories had approximately 3.5 million visitors in 2019, a decrease from 3.8 million in 2018[10] Competitive Strengths and Growth Strategies The company leverages its irreplaceable Manhattan portfolio, repositioning expertise, and strong balance sheet to drive growth through rent increases, portfolio redevelopment, strategic acquisitions, and enhanced observatory operations - The company has invested approximately $918.6 million in its Manhattan office properties since gaining full management control, focusing on upgrades and repositioning[13] - Energy efficiency retrofits at the Empire State Building have reduced energy use by 43% from pre-retrofit levels, resulting in over $6.9 million of annual energy cost savings[13] Balance Sheet Strength (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Total Debt Outstanding | ~$1.7 billion | | Weighted Average Interest Rate | 4.03% | | Weighted Average Maturity | 8.3 years | | Available Borrowing Capacity | ~$1.1 billion | | Cash & Short-term Investments | $233.9 million | | Consolidated Net Debt to Enterprise Value | 25.2% | - A key growth driver is the re-leasing of 7.4% (approx. 558,246 sq. ft.) of its Manhattan office leases expiring in 2020, which are generally at below-market rates with a current weighted average base rent of $54.43 per square foot[16] Operations and Regulation The company self-manages its properties through Real Estate and Observatory segments, adhering to regulations like ADA and environmental laws, while maintaining comprehensive insurance coverage - The company operates through two reportable segments: a real estate segment for all property-related activities and an observatory segment for the Empire State Building's 86th and 102nd-floor observatories[20] - The company carries comprehensive insurance, including a $2 billion aggregate terrorism coverage policy for the Empire State Building, partially managed through its wholly-owned captive insurance company, ESRT Captive Insurance[24] - The observatory business is seasonal, with the second and third quarters historically generating the highest revenue, accounting for 26-28% and 31-33% of the annual total, respectively[29] - As of December 31, 2019, the company had 831 employees, with collective bargaining agreements covering the workforce servicing all office properties[30] Item 1A. Risk Factors The company faces significant risks from its concentrated Manhattan portfolio, operational challenges including competition and re-leasing, financial dependencies, structural issues, and the critical need to maintain REIT tax status Risks Related to Properties and Business The company's business is highly susceptible to New York economic conditions, relying heavily on key properties like the Empire State Building, facing competition, and risks from lease renewals and tenant bankruptcies - All properties are located in Manhattan and the greater New York metropolitan area, exposing the company to greater economic risks than a more geographically diverse portfolio[34] - Six properties accounted for 73.1% of the portfolio's rental revenues for the year ended December 31, 2019, with the Empire State Building alone contributing 32.9%[36] - The Empire State Building's observatory, which generated $128.8 million in revenue in 2019, faces increased competition from new observatories at Hudson Yards and One Vanderbilt, projected to open in 2020 and 2021, respectively[36] - The five largest tenants (Global Brands Group, LinkedIn, Coty, Inc., PVH Corp., and Sephora) represented approximately 17.1% of the total portfolio's annualized rent as of December 31, 2019[41] Risks Related to Organization and Structure Structural risks include significant voting power of Class B stockholders, potential conflicts of interest with operating partnership unit holders, and stock ownership limits designed to protect REIT status - Each share of Class B common stock, when held with 49 operating partnership units, entitles the holder to 50 votes, giving these holders significant influence over company matters[78] - A tax protection agreement indemnifies the Malkin Group and another investor against certain tax liabilities from the sale of four specified properties for a defined period, potentially limiting the company's ability to sell these assets[58][80] - As of December 31, 2019, Anthony E. Malkin and the Malkin Group controlled approximately 17.6% of the company's voting power[87] Tax Risks The primary tax risk is failing to qualify as a REIT, which would incur corporate income tax and reduce distributions, requiring compliance with complex tests and reliance on an IRS private letter ruling - Failure to qualify as a REIT would subject the company to U.S. federal income tax at regular corporate rates and potentially preclude it from re-electing REIT status for four subsequent years[99] - To qualify as a REIT, the company must distribute at least 90% of its REIT taxable income annually, which could require it to borrow funds or sell assets during unfavorable market conditions[102] - The company relies on an IRS private letter ruling to treat rent from its observatory TRS as qualifying REIT income If this treatment were disallowed, it could be forced to restructure operations or risk failing to qualify as a REIT[103][104] Item 1B. Unresolved Staff Comments As of December 31, 2019, the company reported no unresolved comments from the SEC staff - The company had no unresolved SEC staff comments as of the end of the fiscal year[110] Item 2. Properties As of December 31, 2019, the company's 10.1 million square foot portfolio was 88.6% occupied, generating $554.8 million in annualized rent, with significant investments in redevelopment and observatory enhancements Portfolio Overview (as of Dec 31, 2019) | Category | Rentable Square Feet | Percent Occupied | Annualized Rent | | :--- | :--- | :--- | :--- | | Total Portfolio | 10,138,057 | 88.6% | $554.8 million | | Manhattan Office Properties | 8,085,235 | 89.7% | $471.8 million | | Greater NY Metro Office | 1,847,227 | 83.0% | $64.6 million | | Standalone Retail | 205,595 | 93.7% | $18.4 million | Manhattan Office Leasing Spreads (Mark-to-Market) | Year Ended Dec 31, | New/Renewal Leases (sq. ft.) | New Avg. Cash Rent/sq. ft. | Previous Avg. Cash Rent/sq. ft. | Increase | | :--- | :--- | :--- | :--- | :--- | | 2019 | 970,443 | $65.91 | $54.72 | 20.4% | | 2018 | 837,487 | $61.39 | $49.29 | 24.5% | | 2017 | 865,251 | $59.26 | $43.70 | 35.6% | - The company has invested a total of approximately $918.6 million (excluding tenant improvements and leasing commissions) in its Manhattan office properties since assuming full control, as part of its redevelopment and repositioning program[126] - A multi-year capital project at the Empire State Building to enhance the observatory experience was completed in Q4 2019, with total expenditures of $155.4 million since Q2 2017[127][128] Item 3. Legal Proceedings The company is involved in an ongoing arbitration with former investors alleging breach of fiduciary duty related to its IPO and formation transactions - The company is involved in an arbitration proceeding with 12 former investors of Empire State Building Associates L.L.C. alleging breach of fiduciary duty in connection with the company's IPO The company believes the allegations are without merit and is defending them vigorously[321] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[130] Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's Class A common stock and OP units are listed on NYSE, with 2019 dividends of $0.42 per share, and its stock performance has underperformed key indices since its 2013 IPO - Class A common stock trades on the NYSE (ESRT), and three series of operating partnership units (Series ES, 60, and 250) trade on NYSE Arca[133][134] - Dividends of $0.42 per share were declared in 2019 For tax purposes, this was classified as 31.4% taxable ordinary dividends and 68.6% return of capital[134] - The company's stock performance since its October 2013 IPO has lagged behind the S&P 500, MSCI US REIT Index, and the FTSE NAREIT Equity REIT Office Index[135][138] Item 6. Selected Financial Data Key financial data shows total revenues flat at $731 million in 2019, with net income decreasing to $49.4 million and FFO declining to $260.1 million, while total assets and debt also decreased Selected Financial Data (2017-2019) | (in thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total revenues | $731.3 million | $731.5 million | $709.5 million | | Operating income | $154.7 million | $190.9 million | $192.9 million | | Net income attributable to common stockholders | $49.4 million | $65.6 million | $62.6 million | | Funds from operations (FFO) | $260.1 million | $282.6 million | $276.5 million | | Total assets | $3.9 billion | $4.2 billion | $3.9 billion | | Total debt | $1.7 billion | $1.9 billion | $1.7 billion | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management discusses 2019 financial results, highlighting flat revenue, declining net income and FFO, strong liquidity, and the impact of the Empire State Building observatory redevelopment on future growth Results of Operations Total revenues were flat at $731.3 million in 2019, while operating income decreased 18.9% to $154.7 million and net income fell 24.6% to $49.4 million, impacted by lower lease termination fees and higher G&A expenses Comparison of Operations (2019 vs. 2018, in thousands) | Line Item | 2019 | 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenues | $731.3 million | $731.5 million | (0.0%) | | Observatory Revenue | $128.8 million | $131.2 million | (1.9%) | | Lease Termination Fees | $4.4 million | $20.8 million | (79.1%) | | Total Operating Expenses | $576.6 million | $540.7 million | 6.7% | | Operating Income | $154.7 million | $190.9 million | (18.9%) | | Net Income Attributable to Common Shareholders | $49.4 million | $65.6 million | (24.6%) | - The 18.9% increase in 'Rental revenue' and 100% decrease in 'Tenant expense reimbursement' is primarily due to the adoption of Topic 842 lease accounting, which combines these line items[153] - General and administrative expenses increased by 15.9% primarily due to higher equity compensation and the expensing of leasing costs that were previously capitalized before the adoption of Topic 842[158] Liquidity and Capital Resources The company maintains strong liquidity with $233.9 million in cash and $1.1 billion available on its credit facility, with total debt at $1.7 billion, supporting future capital needs for redevelopment and acquisitions Liquidity Position (as of Dec 31, 2019) | Metric | Value | | :--- | :--- | | Cash and Cash Equivalents | $233.9 million | | Available on Unsecured Revolving Credit Facility | $1.1 billion | | Total Consolidated Debt | ~$1.7 billion | | Consolidated Net Debt to Total Market Capitalization | 25.2% | - The company is in compliance with all financial covenants for its unsecured revolving credit and term loan facility, including maintaining a total leverage ratio of 25.2% (well below the <60% requirement)[176] - As of December 31, 2019, the company expects to incur an additional $125.9 million for tenant improvements and leasing commissions related to signed new leases[180] Funds from Operations (FFO) FFO attributable to common stockholders and non-controlled interests decreased to $260.1 million in 2019 from $282.6 million in 2018, with Core FFO also declining to $267.9 million Reconciliation of Net Income to FFO and Core FFO (in thousands) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net income | $84.3 million | $117.3 million | $118.3 million | | Real estate depreciation and amortization | $177.5 million | $166.3 million | $159.2 million | | Funds from operations (FFO) | $260.1 million | $282.6 million | $276.5 million | | Amortization of below-market ground leases | $7.8 million | $7.8 million | $7.8 million | | Modified FFO | $267.9 million | $290.4 million | $284.3 million | | Other adjustments | — | — | $2.6 million | | Core FFO | $267.9 million | $290.4 million | $286.9 million | Factors That May Influence Future Results Future results depend on successful leasing at market rates, New York economic conditions, observatory performance influenced by tourism and competition, and managing operating expenses and interest rates - The company believes average in-place rental rates are generally below current market rates, presenting an opportunity for revenue growth as leases expire[193] - Leases representing 7.6% of the portfolio's net rentable square footage are set to expire in 2020, and 6.5% will expire in 2021[197] - Observatory visitors decreased by 7.9% in 2019 to 3.5 million from 3.8 million in 2018, partly due to the closure of the 102nd-floor deck for renovations and an increase in bad weather days (73 in 2019 vs. 56 in 2018)[201] Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate volatility, which is fully mitigated by interest rate swaps on its variable-rate debt, and it is not exposed to foreign currency risk - The company's primary market risk is interest rate volatility As of December 31, 2019, it had no effective variable rate debt outstanding due to a swap agreement fixing the rate on its $265.0 million term loan[217] - As of December 31, 2019, the company had interest rate swap agreements with an aggregate notional value of $390.0 million to hedge against interest rate risk[217] Item 8. Financial Statements and Supplementary Data This section incorporates by reference the company's consolidated financial statements and supplementary data, beginning on page F-1 of the annual report - The company's audited consolidated financial statements and supplementary data are included starting on page F-1 of the report[218] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reported no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[218] Item 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2019, a conclusion affirmed by the independent auditor - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[220] - The independent auditor, Ernst & Young LLP, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2019[223] Item 9B. Other Information The company reported no other information under this item - None[228] Part III Items 10-14 Information for Items 10 through 14, covering governance, compensation, security ownership, related transactions, and accounting fees, is incorporated by reference from the 2020 Proxy Statement - Information for Part III, Items 10 through 14, is incorporated by reference from the company's 2020 Proxy Statement[230][232][233][235][236] Part IV Item 15. Exhibits, Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed with the Form 10-K, including consolidated financial statements and a comprehensive index of exhibits - This section contains the index of all financial statements, schedules, and exhibits filed with the Form 10-K[238][239] Item 16. Form 10-K Summary The company reported no information for this item - None[243]