Empire State Realty OP(ESBA) - 2021 Q2 - Quarterly Report

Part I ITEM 1. FINANCIAL STATEMENTS This item presents unaudited condensed consolidated financial statements, including balance sheets, income, capital, and cash flows Condensed Consolidated Balance Sheets Total assets slightly decreased from $4,150,695 thousand to $4,123,472 thousand, with liabilities also decreasing and capital slightly increasing Condensed Consolidated Balance Sheets (Amounts in thousands) | Metric | June 30, 2021 (unaudited) | December 31, 2020 | | :---------------------------------- | :------------------------ | :---------------- | | Total Assets | $4,123,472 | $4,150,695 | | Total Liabilities | $2,390,264 | $2,419,388 | | Total Capital | $1,733,208 | $1,731,307 | Condensed Consolidated Statements of Operations Net income significantly improved for Q2 2021, turning from a loss to a gain, driven by increased observatory revenue and higher operating income Condensed Consolidated Statements of Operations (Amounts in thousands, except per unit amounts) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Revenues | $153,408 | $141,030 | $298,712 | $311,254 | | Total Operating Expenses | $126,924 | $140,696 | $253,879 | $283,947 | | Total Operating Income | $26,484 | $334 | $44,833 | $27,307 | | Net Income (Loss) | $4,411 | $(19,618) | $1,220 | $(11,330) | | Basic EPS | $0.01 | $(0.07) | $0.00 | $(0.05) | | Diluted EPS | $0.01 | $(0.07) | $0.00 | $(0.05) | | Dividends per unit | $0.035 | $0.105 | $0.035 | $0.210 | Condensed Consolidated Statements of Comprehensive Income (Loss) Comprehensive income shifted from a loss to a gain in Q2 2021, driven by improved net income and positive interest rate swap valuations Condensed Consolidated Statements of Comprehensive Income (Loss) (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income (Loss) | $4,411 | $(19,618) | $1,220 | $(11,330) | | Other Comprehensive Income (Loss) | $2,803 | $608 | $5,731 | $(16,291) | | Comprehensive Income (Loss) | $7,214 | $(19,010) | $6,951 | $(27,621) | Condensed Consolidated Statements of Capital Total capital slightly increased from $1,731,307 thousand to $1,733,208 thousand, influenced by net income and comprehensive income, offset by distributions Condensed Consolidated Statements of Capital (Amounts in thousands) | Metric | Balance at Dec 31, 2020 | Balance at June 30, 2021 | | :----------------------------------- | :---------------------- | :----------------------- | | Private Perpetual Preferred Unitholders | $29,940 | $29,940 | | ESRT Partner's Capital | $1,055,249 | $1,055,659 | | Limited Partners' Interests | $648,543 | $650,473 | | Total Capital | $1,731,307 | $1,733,208 | Condensed Consolidated Statements of Cash Flows Net cash from operating activities increased, while net cash used in investing decreased, and financing activities shifted from provided to used due to debt repayment Condensed Consolidated Statements of Cash Flows (Amounts in thousands) | Metric | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net Cash Provided by Operating Activities | $83,729 | $74,423 | | Net Cash Used in Investing Activities | $(48,445) | $(79,713) | | Net Cash (Used in) Provided by Financing Activities | $(24,653) | $665,541 | | Net Increase in Cash and Cash Equivalents and Restricted Cash | $10,631 | $660,251 | | Cash and Cash Equivalents and Restricted Cash—End of Period | $578,570 | $931,848 | Notes to Condensed Consolidated Financial Statements These notes provide detailed disclosures for the financial statements, covering business, accounting policies, assets, liabilities, debt, and subsequent events Description of Business and Organization Empire State Realty OP, L.P. manages 10.1 million rentable square feet of office and retail properties in the greater New York metropolitan area - The Operating Partnership owns and manages 10.1 million rentable square feet of office and retail space in Manhattan and the greater New York metropolitan area[29] - ESRT, as the sole general partner, owned approximately 60.7% of the operating partnership units as of June 30, 2021[30] Summary of Significant Accounting Policies Financial statements conform to GAAP with no material policy changes, and the observatory business is subject to tourism seasonality and COVID-19 impacts - No material changes to significant accounting policies since the December 31, 2020 Annual Report on Form 10-K[31] - The observatory business is subject to tourism seasonality, with 26.0% to 28.0% of annual revenue historically realized in the second quarter, but currently impacted by the COVID-19 pandemic[33] - The company elected to apply hedge accounting expedients related to probability and effectiveness assessments for future LIBOR-indexed cash flows, preserving past derivative presentation[40] Deferred Costs, Acquired Lease Intangibles and Goodwill Deferred costs slightly decreased, while goodwill remained at $491.5 million, with the observatory segment's goodwill fair value exceeding carrying value by less than 15.0% Deferred Costs, Net (Amounts in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :----------------------------------- | :------------ | :---------------- | | Total deferred costs, net (excluding deferred financing costs) | $192,409 | $201,721 | - Goodwill of $491.5 million is allocated $227.5 million to the observatory segment and $264.0 million to the real estate segment[45] - An impairment test for the Observatory reporting unit goodwill determined its fair value exceeded carrying value by less than 15.0%, influenced by COVID-19 related closures and travel restrictions[45][47] Debt Total principal debt outstanding was $2,149,858 thousand with a 3.9% weighted average interest rate and 7.7-year maturity, with the company in compliance with all covenants Debt Principal (Amounts in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :----------------------------------- | :------------ | :---------------- | | Total Mortgage Debt | $784,858 | $786,884 | | Senior Unsecured Notes | $875,000 | $875,000 | | Unsecured Term Loan Facilities | $390,000 | $390,000 | | Total Principal | $2,149,858 | $2,151,884 | Aggregate Required Principal Payments (Amounts in thousands) | Year | Total | | :--- | :---- | | 2021 (Remainder) | $2,064 | | 2022 | $5,628 | | 2023 | $7,876 | | 2024 | $85,633 | | 2025 | $320,826 | | Thereafter | $1,727,831 | | Total | $2,149,858 | - The company was in compliance with all debt covenants as of June 30, 2021[48][54][56] Accounts Payable and Accrued Expenses Accounts payable and accrued expenses decreased from $103,203 thousand to $89,254 thousand, primarily due to reduced accrued capital expenditures Accounts Payable and Accrued Expenses (Amounts in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :----------------------------------- | :------------ | :---------------- | | Accrued Capital Expenditures | $52,891 | $58,057 | | Accounts Payable and Accrued Expenses | $26,012 | $32,309 | | Interest Rate Swap Agreements Liability | $6,176 | $8,849 | | Total Accounts Payable and Accrued Expenses | $89,254 | $103,203 | Financial Instruments and Fair Values The company uses interest rate swap agreements with a $265.0 million notional value to manage risk, resulting in a net liability of $(6.2) million - The company uses interest rate swap agreements to manage interest rate risk, with an aggregate notional value of $265.0 million as of June 30, 2021[60] Fair Value of Derivative Financial Instruments (Amounts in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :----------------------------------- | :------------ | :---------------- | | Interest Rate Swap (Liability) | $(6,176) | $(8,849) | - The fair value of outstanding debt was approximately $2.2 billion, which was $49.2 million more than the historical book value as of June 30, 2021[252] Leases Future contractual minimum lease payments from non-cancellable operating leases totaled $4,032,942 thousand, with ground lease assets having a 48.9-year weighted average term Rental Revenue Components (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Fixed Payments | $124,432 | $122,393 | $250,204 | $252,906 | | Variable Payments | $16,365 | $15,606 | $30,824 | $33,206 | | Total Rental Revenue | $140,797 | $137,999 | $281,028 | $286,112 | Future Contractual Minimum Lease Payments (Lessor) (Amounts in thousands) | Year | Amount | | :--- | :----- | | Remainder of 2021 | $247,138 | | 2022 | $497,384 | | 2023 | $482,236 | | 2024 | $447,203 | | 2025 | $408,032 | | Thereafter | $1,950,949 | | Total | $4,032,942 | - The weighted average remaining lease term for ground lease liabilities (lessee) as of June 30, 2021, was 48.9 years[73] Commitments and Contingencies The company estimates $89.1 million in future capital expenditures and is involved in legal proceedings, including an arbitration award of $1.2 million - Estimated future capital expenditures of approximately $89.1 million for tenant improvements and leasing commissions[80] - An arbitration panel awarded claimants approximately $1.2 million (inclusive of interest) in connection with the 2013 IPO and formation transactions, which respondents are seeking to vacate[77] - The company has identified asbestos in certain properties but has no plans for removal that would trigger federal regulations, with ongoing abatement costs expensed as incurred[82] Capital As of June 30, 2021, 285,722,956 common stock and operating partnership units were outstanding, with ESRT owning 60.7%, and total distributions paid were $9.5 million - As of June 30, 2021, 285,722,956 common stock and operating partnership units were outstanding, with ESRT owning 60.7%[87] - The 2019 Equity Incentive Plan authorizes approximately 11.0 million shares, with 7.7 million shares available for future issuance as of June 30, 2021[97] Total Distributions Paid (Amounts in thousands) | Recipient | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | OP Unitholders | $9,500 | $30,600 | $9,500 | $62,200 | | Preferred Unitholders | $1,100 | $1,000 | $2,100 | $2,100 | Related Party Transactions The company earned supervisory fees of $0.3 million and property management fees of $0.1 million from affiliated entities for the three months ended June 30, 2021 Related Party Fee Revenue (Amounts in thousands) | Fee Type | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Supervisory Fees | $300 | $200 | $500 | $500 | | Property Management Fees | $100 | $100 | $100 | $200 | Segment Reporting The company operates in real estate and observatory segments, with real estate reporting operating income and the observatory segment reporting an operating loss - The company has two reportable segments: real estate (ownership, management, operation of properties) and observatory (operation of Empire State Building observatories)[111] Segment Operating Income (Loss) (Amounts in thousands) | Segment | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Real Estate Operating Income (Loss) | $29,444 | $8,328 | $54,748 | $35,455 | | Observatory Operating Income (Loss) | $(2,960) | $(7,994) | $(9,915) | $(8,148) | Subsequent Events GBG USA Inc., a tenant representing 3.5% of the portfolio, filed for Chapter 11 bankruptcy, leading to a $1.6 million write-off of straight-line rent receivables - GBG USA Inc., a tenant leasing 3.5% of the company's total portfolio rentable square feet (3.6% of annualized rent), filed for Chapter 11 bankruptcy on July 29, 2021[117][149] - The company collected rent from GBG USA through June 2021 and converted a $17.0 million letter of credit to cash[120][151] - A non-cash write-off of $1.6 million in straight-line rent receivables is expected in the third quarter due to the GBG USA bankruptcy[120][151] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on financial condition, operations, COVID-19 impact, liquidity, and outlook, including non-GAAP measures Overview Q2 2021 highlights include net income of $3.4 million, Core FFO of $48.8 million, increased observatory revenue, and dividend reinstatement, reflecting confidence in NYC recovery - Net income for the three months ended June 30, 2021, was $3.4 million, and Core Funds From Operations (Core FFO) was $48.8 million[130] - Empire State Building Observatory revenue increased to $8.4 million in Q2 2021 from $2.6 million in Q1 2021, with net operating income of $3.1 million[131] - The company reinstated its quarterly dividend at $0.035 per share for Q2 2021, one quarter earlier than planned, due to confidence in the New York City recovery[132][218] - The company signed 35 new, renewal, and expansion leases, totaling 190,838 rentable square feet, and collected 95% of Q2 2021 total billings (95% for office, 91% for retail)[132] - From January 1, 2021, through July 27, 2021, the company repurchased $3.5 million of common stock at a weighted average price of $9.22 per share[133] - The company's total portfolio comprises 10.1 million rentable square feet of office and retail space, including 9.4 million square feet of office space across 14 properties and 0.2 million square feet of standalone retail properties[134] - As of June 30, 2021, the company had $540.6 million in cash and cash equivalents and $850 million undrawn capacity under its unsecured revolving credit facility[141] - As of June 30, 2021, the portfolio was 88.2% leased, with 4.9% of leases expiring in 2021 and 5.6% in 2022[146] - Observatory attendance in Q2 2021 was nearly 17% of 2019 comparable attendance, with expenses anticipated to be $6-7 million per quarter for the remainder of 2021[155][156] Results of Operations The company saw a significant turnaround in net income for the three and six months ended June 30, 2021, driven by observatory revenue rebound and cost management Three Months Ended June 30, 2021 Compared to the Three Months Ended June 30, 2020 Q2 2021 total revenues increased by 8.8% to $153,408 thousand, with net income improving significantly due to a 9,619.8% rise in observatory revenue Key Financial Changes (3 Months Ended June 30, 2021 vs. 2020) (Amounts in thousands) | Metric | 2021 | 2020 | Change | % Change | | :----------------------------------- | :----- | :----- | :----- | :------- | | Total Revenues | $153,408 | $141,030 | $12,378 | 8.8% | | Rental Revenue | $140,797 | $137,999 | $2,798 | 2.0% | | Observatory Revenue | $8,359 | $86 | $8,273 | 9,619.8% | | Lease Termination Fees | $3,339 | $1,033 | $2,306 | 223.2% | | Total Operating Expenses | $126,924 | $140,696 | $(13,772) | (9.8)% | | Net Income (Loss) | $4,411 | $(19,618) | $24,029 | 122.5% | - General and administrative expenses decreased by $4,060 thousand (22.4%) due to lower equity compensation, legal leasing costs, and severance costs[160][169] - Real estate taxes increased by $1,775 thousand (6.0%) due to higher assessed values for multiple properties[160][171] Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020 Total revenues decreased by 4.0% to $298,712 thousand, but net income improved significantly due to a 10.6% decrease in total operating expenses Key Financial Changes (6 Months Ended June 30, 2021 vs. 2020) (Amounts in thousands) | Metric | 2021 | 2020 | Change | % Change | | :----------------------------------- | :----- | :----- | :----- | :------- | | Total Revenues | $298,712 | $311,254 | $(12,542) | (4.0)% | | Rental Revenue | $281,028 | $286,112 | $(5,084) | (1.8)% | | Observatory Revenue | $10,962 | $19,630 | $(8,668) | (44.2)% | | Lease Termination Fees | $4,628 | $1,244 | $3,384 | 272.0% | | Total Operating Expenses | $253,879 | $283,947 | $30,068 | 10.6% | | Net Income (Loss) | $1,220 | $(11,330) | $12,550 | 110.8% | - Property operating expenses decreased by $12,146 thousand (17.1%) due to lower payroll, cleaning, repair, and maintenance costs, driven by lower tenant utilization[177][184] - Interest expense increased by $3,430 thousand (7.9%) due to higher deferred financing cost amortization and interest from variable-to-fixed interest rate swap agreements[177][191] Liquidity and Capital Resources The company maintains strong liquidity with $540.6 million in cash and $850 million undrawn credit, with $2.1 billion in debt and compliance with all covenants - As of June 30, 2021, the company had $540.6 million in cash and cash equivalents and $850 million in undrawn capacity under its unsecured revolving credit facility[196][198] - Total consolidated indebtedness was approximately $2.1 billion, with a weighted average interest rate of 3.9% and a weighted average maturity of 7.7 years[197] - The company was in compliance with all financial covenants, including a maximum total leverage of 37.6% (required <60%) and a minimum fixed charge coverage of 2.6x (required >1.50x)[203] - The company expects to incur approximately $89.1 million in additional capital expenditures for tenant improvements and leasing commissions under existing lease agreements[209] - The company reinstated its quarterly dividend at $0.035 per share for Q2 2021, aiming to satisfy REIT distribution requirements and avoid federal income tax liability[218] Net Operating Income ("NOI") NOI, a non-GAAP measure, is used to evaluate property performance by excluding financing, depreciation, amortization, acquisition, and general and administrative expenses - NOI is a non-GAAP financial measure used to evaluate property performance, excluding costs like financing, depreciation, and general & administrative expenses[226] Net Operating Income (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Operating Income | $85,334 | $75,066 | $161,717 | $163,737 | Funds from Operations ("FFO") FFO, a NAREIT-defined non-GAAP measure, is a supplemental operating performance metric for REITs, excluding non-cash items like depreciation and property sale gains/losses - FFO is a non-GAAP financial measure, defined by NAREIT, used to evaluate REIT operating performance by excluding depreciation, amortization, and gains/losses from property sales[230] FFO Attributable to Common Stockholders (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | FFO Attributable to Common Stockholders | $46,840 | $34,532 | $85,703 | $86,200 | Modified Funds From Operations ("Modified FFO") Modified FFO adjusts FFO by adding back the material non-cash amortization of below-market ground leases, providing a refined measure of operating performance - Modified FFO adjusts FFO by adding back the non-cash amortization of below-market ground leases, which is material to the company's overall results[231][233] Modified FFO Attributable to Common Stockholders (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Modified FFO Attributable to Common Stockholders | $48,798 | $36,490 | $89,619 | $90,116 | Core Funds From Operations ("Core FFO") Core FFO further adjusts Modified FFO by excluding non-recurring items like IPO litigation, severance, and debt extinguishment losses, for a clearer performance view - Core FFO adjusts Modified FFO by adding back IPO litigation expense, severance expenses, and loss on early extinguishment of debt to exclude non-recurring items[234] Core FFO Attributable to Common Stockholders (Amounts in thousands) | Metric | 3 Months Ended June 30, 2021 | 3 Months Ended June 30, 2020 | 6 Months Ended June 30, 2021 | 6 Months Ended June 30, 2020 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Core FFO Attributable to Common Stockholders | $48,798 | $39,498 | $89,833 | $93,210 | Factors That May Influence Future Results of Operations This section discusses key factors influencing future operating results, including the ongoing impact of COVID-19 on leasing and observatory operations, and lease expirations Impact of COVID-19 The COVID-19 pandemic continues to impact observatory operations and leasing activity, with gradual recovery and increasing Manhattan office tour volumes - The COVID-19 pandemic continues to impact the observatory business, which is gradually recovering with a higher local visitor mix, anticipating a return to typical visitor mix (two-thirds international) in 2022[155][235] - Leasing activity slowed due to the pandemic, but Q2 2021 saw a sustained increase in Manhattan office tour volume to about 84% of pre-COVID-19 levels[147][235] Leasing The company signed 0.4 million rentable square feet of new leases, with 11.8% of the portfolio available to lease and significant expirations in 2021 and 2022 - The company signed 0.4 million rentable square feet of new leases, expansions, and renewals during the six months ended June 30, 2021[236] - As of June 30, 2021, 11.8% of the portfolio's net rentable square footage was available to lease, with 4.9% and 5.6% of leases expiring in 2021 and 2022, respectively[239] - The company anticipates increased occupancy levels and rents in the long-term following the completion of its property redevelopment and repositioning strategy[240] Observatory Operations The Empire State Building Observatory, closed in Q2 2020, fully reopened with interactive exhibits on June 16, 2021, hosting approximately 162,000 visitors in Q2 2021 - The Empire State Building Observatory, closed for Q2 2020, reopened its 86th floor observation deck on July 20, 2020, and the 102nd floor on August 24, 2020, fully reopening with interactive exhibits on June 16, 2021[241] - The Observatory hosted approximately 162,000 visitors in Q2 2021, compared to 51,000 in Q1 2021 and no visitors in Q2 2020, with revenues of $8.4 million for Q2 2021[242][243] Critical Accounting Estimates No material changes to critical accounting estimates were identified since the December 31, 2020 Annual Report on Form 10-K - No material changes to critical accounting estimates since the December 31, 2020 Annual Report on Form 10-K[245] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company's primary market risk is interest rate risk on variable rate indebtedness, mitigated by a $265.0 million LIBOR swap agreement, with ongoing monitoring of LIBOR transition - As of June 30, 2021, floating rate debt of $125.0 million represented 2.2% of total enterprise value, exposing the company to interest rate risk[247] - The company uses an interest rate LIBOR swap agreement with a notional value of $265.0 million, fixing the LIBOR rate at 2.1485% until August 24, 2022, designated as a highly effective cash flow hedge[250] - A hypothetical 1% increase in short-term interest rates would have increased interest expense by approximately $0.6 million for the six months ended June 30, 2021[251] - The company is monitoring the phasing out of LIBOR after June 30, 2023, and evaluating risks related to transitioning contracts to alternative rates, which may impact interest payments and valuations[253][255] ITEM 4. CONTROLS AND PROCEDURES Management concluded that disclosure controls and procedures were effective as of June 30, 2021, with no material changes to internal control over financial reporting Evaluation of Disclosure Controls and Procedures Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2021 - As of June 30, 2021, the company's disclosure controls and procedures were evaluated and deemed effective by management, including the CEO and CFO[261] Changes in Internal Control over Financial Reporting No material changes to internal control over financial reporting were identified during the period covered by the report - No material changes to internal control over financial reporting were identified during the period ended June 30, 2021[262] Part II ITEM 1. LEGAL PROCEEDINGS Legal proceedings are detailed in Note 8, including an arbitration award of $1.2 million related to the 2013 IPO that respondents are seeking to vacate - Legal proceedings are detailed in Note 8 to the Condensed Consolidated Financial Statements[263] - An arbitration panel awarded claimants approximately $1.2 million (inclusive of interest) in connection with the 2013 IPO and formation transactions, which respondents are seeking to vacate[77] ITEM 1A. RISK FACTORS No material changes to risk factors have occurred since the Annual Report on Form 10-K for December 31, 2020, and the Quarterly Report on Form 10-Q for March 31, 2021 - No material changes to risk factors since the Annual Report on Form 10-K for December 31, 2020, and the Quarterly Report on Form 10-Q for March 31, 2021[264] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This item reports no unregistered sales of equity securities, and no purchases were made under the $500 million repurchase program during Q2 2021 Recent Sales of Unregistered Securities No unregistered sales of equity securities occurred during the period - No unregistered sales of equity securities occurred during the period[265] Recent Purchases of Equity Securities ESRT's Board reauthorized a $500 million repurchase program, but no equity securities were purchased during the three months ended June 30, 2021 - ESRT's Board reauthorized a repurchase program for up to $500 million of common stock and operating partnership units through December 31, 2021[266] - No equity securities were purchased under the repurchase program during the three months ended June 30, 2021[266] ITEM 3. DEFAULTS UPON SENIOR SECURITIES No defaults upon senior securities occurred during the period - No defaults upon senior securities occurred during the period[267] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Mine safety disclosures are not applicable to the registrant[267] ITEM 5. OTHER INFORMATION No other information is reported in this item - No other information is reported in this item[267] ITEM 6. EXHIBITS This item lists exhibits filed as part of the Form 10-Q, including LTIP agreements, CEO/CFO certifications, and XBRL taxonomy documents - The exhibits include various LTIP agreements, CEO and CFO certifications (pursuant to Rule 13a-14(a)/15d-14(a) and 18 U.S.C. 1350), and XBRL taxonomy documents[268] SIGNATURES The report was duly signed on August 5, 2021, by Christina Chiu, EVP and CFO, and Stephen V. Horn, SVP and Chief Accounting Officer - The report was signed by Christina Chiu, Executive Vice President and Chief Financial Officer, and Stephen V. Horn, Senior Vice President, Chief Accounting Officer, on August 5, 2021[271]