Empire State Realty OP(ESBA) - 2023 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section covers the unaudited condensed consolidated financial statements and management's analysis of financial condition and results of operations ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, with detailed notes Condensed Consolidated Balance Sheets Total assets slightly increased to $4.18 billion as of June 30, 2023, driven by higher cash, while liabilities remained stable at $2.47 billion Balance Sheet Highlights (in thousands) | Balance Sheet Highlights (in thousands) | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Commercial real estate properties, net | $2,385,324 | $2,414,182 | | Cash and cash equivalents | $315,357 | $264,434 | | Total assets | $4,184,768 | $4,163,594 | | Mortgage notes payable, net | $880,592 | $883,705 | | Senior unsecured notes, net | $973,768 | $973,659 | | Total liabilities | $2,473,156 | $2,480,503 | | Total capital | $1,711,612 | $1,683,091 | Condensed Consolidated Statements of Operations Q2 2023 total revenues decreased to $190.5 million due to lower lease termination fees, while net income for the quarter fell to $37.0 million Income Statement Highlights (in thousands) | Income Statement Highlights (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Rental revenue | $154,603 | $149,339 | $294,694 | $296,853 | | Observatory revenue | $33,433 | $27,368 | $55,587 | $40,609 | | Lease termination fees | $0 | $18,859 | $0 | $20,032 | | Total revenues | $190,542 | $198,022 | $355,164 | $362,056 | | Total operating income | $46,189 | $46,499 | $63,677 | $52,547 | | Net income | $36,955 | $48,695 | $48,649 | $31,474 | | Diluted EPS | $0.14 | $0.17 | $0.18 | $0.11 | Condensed Consolidated Statements of Cash Flows Net cash from operating activities increased to $105.9 million for the six months ended June 30, 2023, with investing activities providing $12.7 million Cash Flow Summary (in thousands) | Cash Flow Summary (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $105,906 | $83,678 | | Net cash provided by (used in) investing activities | $12,744 | $(56,645) | | Net cash used in financing activities | $(37,520) | $(88,912) | | Net increase (decrease) in cash | $81,130 | $(61,879) | Notes to Condensed Consolidated Financial Statements Detailed notes cover business operations, accounting policies, property dispositions, debt structure, lease agreements, legal proceedings, and segment performance - The company owns, manages, and operates office, retail, and multifamily properties in the New York metropolitan area, including the Empire State Building and its Observatory. As of June 30, 2023, the portfolio contained 9.4 million rentable square feet[26][27] - In 2023, the company sold 500 Mamaroneck Avenue for $53.0 million, recording a $13.6 million gain, and properties in Westport, CT for $40.0 million, recording a $15.7 million gain[37][38] - As of June 30, 2023, total principal debt outstanding was approximately $2.26 billion, comprising mortgage debt, senior unsecured notes, and unsecured term loan facilities, with the company in compliance with all debt covenants[46][47] - Following Signature Bank's closure, Flagstar Bank assumed the 313,109 sq ft lease at 1400 Broadway, leading to the reversal of $5.8 million of a $6.4 million reserve previously taken[68][69] Segment Performance (in thousands) | Segment Performance (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Real Estate Segment | | | | Total Revenues | $178,051 | $187,763 | | Net Income | $33,650 | $46,582 | | Observatory Segment | | | | Total Revenues | $33,433 | $27,368 | | Net Income | $3,305 | $2,113 | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses Q2 and H1 2023 financial results, highlighting strong Observatory performance, robust liquidity, and confidence in the diversified portfolio - Key highlights for Q2 2023 include a commercial portfolio that is 90.3% leased, the signing of 336,314 sq ft of leases, and the Empire State Building Observatory generating $24.8 million of net operating income[125] - The Observatory hosted 666,000 visitors in Q2 2023, an increase from 573,000 in Q2 2022, driving revenue growth for the segment[192] - Management believes the company is well-positioned due to its modernized, energy-efficient NYC portfolio, strong balance sheet, modest leverage, and lack of near-term debt maturities[197][198] Results of Operations Q2 2023 total revenues decreased by 3.8% to $190.5 million due to lower lease termination fees, offset by a 22.2% increase in Observatory revenue Revenue by Segment (in thousands) | Revenue by Segment (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Change % | | :--- | :--- | :--- | :--- | | Real Estate Segment | $157,109 | $170,654 | (7.9)% | | Observatory Segment | $33,433 | $27,368 | 22.2% | | Total Revenues | $190,542 | $198,022 | (3.8)% | Net Income by Segment (in thousands) | Net Income by Segment (in thousands) | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | Change % | | :--- | :--- | :--- | :--- | | Real Estate Segment | $45,549 | $31,250 | 45.8% | | Observatory Segment | $3,100 | $224 | 1283.9% | | Total Net Income | $48,649 | $31,474 | 54.6% | Liquidity and Capital Resources The company maintains strong liquidity with $315.4 million cash and $850 million credit facility availability, with $2.3 billion in debt and no significant maturities until November 2024 - As of June 30, 2023, the company had $315.4 million in cash and cash equivalents and $850 million available under its unsecured revolving credit facility[152] Financial Covenant Compliance | Financial Covenant Compliance | Required | June 30, 2023 | | :--- | :--- | :--- | | Maximum total leverage | < 60% | 33.8% | | Maximum secured leverage | < 40% | 13.2% | | Minimum fixed charge coverage | > 1.50x | 3.1x | - The company has future commitments of approximately $138.4 million for tenant improvements and leasing commissions under existing lease agreements[167] Non-GAAP Financial Measures This section reconciles net income to non-GAAP measures like NOI, FFO, and Core FFO, with Q2 2023 Core FFO at $69.2 million Reconciliation to Core FFO (in thousands) | Reconciliation to Core FFO (in thousands) | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | | :--- | :--- | :--- | | Net income | $36,955 | $48,695 | | Adjustments (Depreciation, Gain on disposition, etc.) | $30,270 | $28,567 | | FFO attributable to common unitholders | $67,225 | $77,204 | | Amortization of below-market ground leases | $1,958 | $1,958 | | Core FFO attributable to common unitholders | $69,183 | $79,162 | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The company manages interest rate risk on its $2.3 billion fixed-rate debt and variable-rate exposures through swaps and caps - As of June 30, 2023, the company had $2.3 billion of fixed-rate indebtedness outstanding with a weighted average interest rate of 3.9% per annum[202] - To mitigate interest rate risk, the company utilizes interest rate SOFR swap and cap agreements with an aggregate notional value of $574.0 million[201] ITEM 4. CONTROLS AND PROCEDURES Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[205] - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[206] PART II. OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures ITEM 1. LEGAL PROCEEDINGS This section refers to Note 9, detailing an ongoing arbitration claim by former investors related to the IPO and fiduciary duty - The company is involved in an ongoing arbitration claim with former investors of Empire State Building Associates L.L.C. related to the IPO and formation transactions, with further details in Note 9 of the financial statements[76][208] ITEM 1A. RISK FACTORS No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - As of June 30, 2023, no material changes have been made to the risk factors disclosed in the Company's Annual Report[209] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The company repurchased approximately 1.2 million shares for $7.4 million in Q2 2023 under its $500 million repurchase program Share Repurchases | Share Repurchases | Total Shares Purchased | Weighted Avg. Price Paid | | :--- | :--- | :--- | | April 2023 | 1,214,770 | $6.09 | | May 2023 | 2,700 | $6.00 | | June 2023 | 0 | $0.00 | - A $500 million share repurchase program is authorized through December 31, 2023, with approximately $396.7 million remaining available for future purchases as of June 30, 2023[211] ITEM 3. DEFAULTS UPON SENIOR SECURITIES The company reports no defaults upon senior securities during the period - None[213] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Not Applicable[214] ITEM 5. OTHER INFORMATION The company reports no other information for the period - None[215] ITEM 6. EXHIBITS This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data