Empire State Realty Trust, Inc. - FORM 8-K - EX-99.2

Attached files

file	filename
8-K - FORM 8-K - Empire State Realty Trust, Inc.	d811027d8k.htm
EX-99.1 - EX-99.1 - Empire State Realty Trust, Inc.	d811027dex991.htm

Exhibit 99.2

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EMPIRE STATE REALTY TRUST

Supplemental Operating and Financial Data

For the Quarter Ended September 30, 2014

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Third Quarter 2014


*Table of Contents*	*Page*
*Summary*
Company Profile		3
Financial Highlights		4
*Selected Property Data*
Property Summary		5
Property Same Store Summary		7
Property Detail		8
Tenant Lease Expirations		9
Largest Tenants and Portfolio Tenant Diversification by Industry		12
Capital Expenditures and Redevelopment Program		13
Observatory Summary		14
*Financial information*
Condensed Consolidated Balance Sheets		15
Condensed Consolidated Statements of Income		16
Core FFO, FFO, FAD and EBITDA		17
Net Operating Income		18
Consolidated Debt Analysis
Debt Summary		19
Debt Detail		20
Debt Maturities		21
Ground Leases		21
Supplemental Definitions		22

Forward-looking Statements

We make forward-looking statements in this supplemental package within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You should not rely on them as predictions of future events. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections.

You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “contemplates,” “aims,” “continues,” “would” or “anticipates” or similar words or phrases in the positive or negative. In particular, forward looking statements include those pertaining to our capital resources, portfolio performance, dividend policy, results of operations, anticipated growth in our portfolio from operations, acquisitions, and market conditions and demographics.

Forward-looking statements involve numerous risks and uncertainties, many of which are difficult to predict and generally beyond our control. They depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).

The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: changes in our industry and markets, either nationally or in Manhattan or the greater New York metropolitan area; resolution of the appeals related to the class actions filed against us; reduced demand for office or retail space; general volatility of the capital and credit markets and the market price of our Class A common stock and listed operating partnership units; changes in our business strategy; defaults on, early terminations of, or non-renewal of leases by, tenants; insolvency of a major tenant or a significant number of smaller tenants; fluctuations in interest rates; increased operating costs; declining real estate valuations and impairment charges; our failure to obtain necessary financing; our expected leverage; decreased rental rates or increased vacancy rates; our failure to generate sufficient cash flows to service our outstanding indebtedness; our failure to redevelop, renovate and reposition properties successfully or on the anticipated timeline or at the anticipated costs; difficulties in identifying properties to acquire and completing acquisitions; risks of real estate acquisitions, dispositions and development (including our Metro Tower development site), including construction delays and cost overruns; our failure to operate acquired properties and operations successfully; our ability to manage our growth effectively; changes in governmental regulations, tax laws and rates and similar matters; our failure to qualify as a REIT; a future terrorist event in the U.S.; environmental uncertainties and risks related to adverse weather conditions and natural disasters; lack or insufficient amounts of insurance; financial market fluctuations; availability of, and our ability to attract and retain, qualified personnel; conflicts of interest affecting our senior management team; competition; changes in real estate and zoning laws and increases in real property tax rates; and our ability to comply with the laws, rules and regulations applicable to companies and, in particular, public companies.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other changes after the date of this presentation, except as required by applicable law.

For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” beginning on page 11 of our Annual Report on Form 10-K for the year ended December 31, 2013 and on page 59 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and other risks described in documents we subsequently file from time to time with the Securities and Exchange Commission.

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Third Quarter 2014

COMPANY PROFILE

Empire State Realty Trust, Inc., or the Company, is a leading real estate investment trust (REIT) that owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building, the world’s most famous office building.


*BOARD OF DIRECTORS*

Anthony E. Malkin	William H. Berkman	Alice M. Connell
Chairman, Chief Executive	Director, Chair of	Director
Officer and President	Compensation Committee

Thomas J. DeRosa	Steven J. Gilbert	S. Michael Giliberto
Director, Chair of	Director, Lead Director	Director
Audit Committee

Lawrence E. Golub
Director, Chair of Nominating/Corporate
Governance Committee

*EXECUTIVE MANAGEMENT*

Anthony E. Malkin	Thomas P. Durels	David A. Karp
Chairman, Chief Executive	Executive Vice President and	Executive Vice President, Chief
Officer and President	Director of Leasing and Operations	Financial Officer and Treasurer

Thomas N. Keltner, Jr.
Executive Vice President,
General Counsel and Secretary

*COMPANY INFORMATION*

Corporate Headquarters	Investor Relations	New York Stock Exchange
One Grand Central Place	David A. Karp	Trading Symbol: ESRT
60 East 42nd Street	IR@empirestaterealtytrust.com
New York, NY 10165 www.empirestaterealtytrust.com
(212) 687-8700

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Third Quarter 2014

Financial Highlights

(unaudited and dollars in thousands, except per share amounts)


	Three Months Ended									Period from October 7, 2013 through December 31, 2013
	September 30, 2014			June 30, 2014			March 31, 2014			Period from October 7, 2013 through December 31, 2013
Selected Items:
Revenue	$	169,441		$	155,168		$	140,306		$	127,583
EBITDA ⁽¹⁾	$	83,698		$	71,911		$	54,203		$	48,405
Cash net operating income ⁽¹⁾	$	82,379		$	66,994		$	49,029		$	54,000
Net income	$	22,734		$	25,281		$	11,231		$	193,431
Core funds from operations (“Core FFO”) ⁽¹⁾	$	65,094		$	55,408		$	41,709		$	41,793
Core funds available for distribution (“Core FAD”) ⁽¹⁾	$	49,008		$	39,236		$	25,839		$	21,819
Core FFO per share - diluted	$	0.25		$	0.23		$	0.17		$	0.17
Core FAD per share - diluted	$	0.19		$	0.16		$	0.11		$	0.09
Dividends declared and paid per share	$	0.085		$	0.085		$	0.085		$	0.0795

Portfolio Statistics:
Number of properties		20			18			18			18
Total rentable square footage		10,024,329			8,371,044			8,362,786			8,350,871
Percent occupied ⁽²⁾		88.7	%		88.6	%		87.2	%		86.1	%

Observatory Metrics:
Number of visitors		1,405,000			1,222,000			664,000			980,000
Change in visitors year over year		0.9	%		3.8	%		-6.3	%		8.5	%
Observatory revenues	$	35,684		$	30,389		$	17,301		$	25,389
Change in revenues year over year		10.2	%		11.4	%		3.6	%		10.4	%

Ratios:
Consolidated Debt to Total Market Capitalization ⁽³⁾		28	%		23	%		24	%		24	%
Consolidated Debt and Perpetual Preferred Units to Total Market Capitalization ⁽³⁾		29	%		23	%		24	%		24	%
Consolidated Debt to EBITDA (annualized)		4.8x			4.3x			5.6x			5.9x
Interest Coverage Ratio		5.5x			4.9x			3.9x			3.9x
Core FFO Payout Ratio ⁽⁴⁾		35	%		38	%		51	%		47	%
Core FAD Payout Ratio ⁽⁵⁾		46	%		53	%		78	%		89	%

Class A common stock price at quarter end	$	15.02		$	16.50		$	15.11		$	15.30
Average closing price	$	16.20		$	16.07		$	14.88		$	14.64
Dividends per share - annualized	$	0.34		$	0.34		$	0.34		$	0.34
Dividend yield ⁽⁶⁾		2.3	%		2.1	%		2.3	%		2.2	%
Private Perpetual Preferred Units outstanding ($16.62 liquidation value)		1,609,813			—			—			—
Common stock and operating partnership units outstanding		267,129,680			245,964,043			245,894,321			245,477,006

Notes:

(1)	Represents non-GAAP financial measures. For a discussion on what these metrics represent and why the Company presents them, see page 23 and for a reconciliation of these metrics to net income, see pages 18 and 19.

(2)	Based on leases signed and commenced as of end of period.

(3)

Market capitalization represents the sum of (i) Company’s common stock per share price as of September 30, 2014 multiplied by the total outstanding number of shares of common stock and operating partnership units as of September 30, 2014; (ii) the number of perpetual preferred units at September 30, 2014 multiplied by $16.62 and (iii) our outstanding indebtedness as of September 30, 2014.

(4)	Represents the amount of Core FFO paid out in distributions.

(5)	Represents the amount of Core FAD paid out in distributions.

(6)	Based on the closing price per share of Class A common stock on September 30, 2014.

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Third Quarter 2014

Property Summary

(unaudited and dollars in thousands, except per square foot amounts)


	Three Months Ended September 30, 2014
				Manhattan			Greater New York			Standalone
	Total Portfolio			Office Portfolio⁽¹⁾			Office Portfolio			Retail Portfolio			Observatory
Number of properties		20			9			5			6
Square feet		10,024,329			7,976,822			1,843,332			204,175
Occupancy ⁽²⁾		88.7	%		87.7	%		91.8	%		100.0	%

Revenue	$	163,076		$	103,528		$	19,053		$	4,811		$	35,684
Operating expenses		(69,336	)		(52,916	)		(7,773	)		(1,538	)		(7,109	)

Net operating income		93,740			50,612			11,280			3,273			28,575
Straight-line rent		(8,543	)		(8,858	)		433			(118	)		—
Above/below-market lease amortization		(4,568	)		(4,568	)		—			—			—
Below-market ground lease amortization		1,750			1,750			—			—			—

Cash net operating income	$	82,379		$	38,936		$	11,713		$	3,155		$	28,575

Leasing activity
Total leases executed		57			48			9			—
Total square footage executed		181,743			143,290			38,453			—
Average rent psf - leases executed	$	51.11		$	55.80		$	33.65		$	—
Previously escalated rents psf	$	42.67		$	44.99		$	34.02		$	—
Percentage of new rent over previously escalated rents		19.8	%		24.0	%		-1.1	%		—

Leasing commission costs per square foot	$	14.30		$	16.97		$	4.34		$	—
Tenant improvement costs per square foot		43.54			53.14			7.79			—

Total LC and TI per square foot ⁽³⁾	$	57.84		$	70.11		$	12.13		$	—


	Three Months Ended June 30, 2014
				Manhattan			Greater New York			Standalone
	Total Portfolio			Office Portfolio ⁽¹⁾			Office Portfolio			Retail Portfolio			Observatory
Number of properties		18			7			5			6
Square feet		8,371,044			6,323,271			1,843,598			204,175
Occupancy ⁽²⁾		88.6	%		87.8	%		90.2	%		100.0	%

Revenue	$	140,477		$	86,693		$	18,991		$	4,404		$	30,389
Operating expenses		(60,902	)		(44,527	)		(7,902	)		(1,353	)		(7,120	)

Net operating income		79,575			42,166			11,089			3,051			23,269
Straight-line rent		(10,979	)		(10,540	)		(192	)		(247	)		—
Above/below-market lease amortization		(2,028	)		(2,028	)		—			—			—
Below-market ground lease amortization		426			426			—			—			—

Cash net operating income	$	66,994		$	30,024		$	10,897		$	2,804		$	23,269

Leasing activity
Total leases executed		69			58			11			—
Total square footage executed		211,259			172,212			39,047			—
Average rent psf - leases executed	$	49.05		$	51.54		$	37.53		$	—
Previously escalated rents psf	$	41.15		$	41.03		$	41.30		$	—
Percentage of new rent over previously escalated rents		19.2	%		25.6	%		-9.1	%		—

Leasing commission costs per square foot	$	15.20		$	16.52		$	9.41		$	—
Tenant improvement costs per square foot		45.65			51.29			20.78			—

Total LC and TI per square foot ⁽³⁾	$	60.85		$	67.81		$	30.19		$	—

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Third Quarter 2014

Property Summary

(unaudited and dollars in thousands, except per square foot amounts)


	Three Months Ended March 31, 2014
	Total Portfolio			Manhattan Office Portfolio ⁽¹⁾			Greater New York Office Portfolio			Standalone Retail Portfolio			Observatory
Number of properties		18			7			5			6
Square feet		8,362,786			6,318,516			1,840,095			204,175
Occupancy ⁽²⁾		87.2	%		86.2	%		89.5	%		98.9	%

Revenue	$	124,732		$	84,946		$	17,985		$	4,500		$	17,301
Operating expenses		(61,665	)		(44,438	)		(8,854	)		(1,392	)		(6,981	)

Net operating income		63,067			40,508			9,131			3,108			10,320
Straight-line rent		(12,580	)		(12,748	)		250			(82	)		—
Above/below-market lease amortization		(1,884	)		(1,884	)		—			—			—
Below-market ground lease amortization		426			426			—			—			—

Cash net operating income	$	49,029		$	26,302		$	9,381		$	3,026		$	10,320

Leasing activity
Total leases executed		50			46			4			—
Total square footage executed		191,319			172,716			18,603			—
Average rent psf - leases executed	$	48.03		$	49.42		$	35.11		$	—
Previously escalated rents psf	$	41.47		$	40.43		$	51.14		$	—
Percentage of new rent over previously escalated rents		15.8	%		22.3	%		-31.3	%		—

Leasing commission costs per square foot	$	14.75		$	15.07		$	11.71		$	—
Tenant improvement costs per square foot		53.36			54.25			46.11			—

Total LC and TI per square foot ⁽³⁾	$	68.11		$	69.32		$	57.82		$	—


	Period from October 7, 2013 through December 31, 2013
	Total Portfolio			Manhattan Office Portfolio ⁽¹⁾			Greater New York Office Portfolio			Standalone Retail Portfolio			Observatory
Number of properties		18			7			5			6
Square feet		8,350,871			6,306,601			1,840,095			204,175
Occupancy ⁽²⁾		86.1	%		84.7	%		89.7	%		97.7	%

Revenue	$	121,768		$	77,584		$	16,731		$	3,718		$	23,735
Operating expenses		(57,331	)		(42,628	)		(7,838	)		(1,178	)		(5,687	)

Net operating income		64,437			34,956			8,893			2,540			18,048
Straight-line rent		(8,932	)		(8,807	)		(94	)		(31	)		—
Above/below-market lease amortization		(1,903	)		(1,903	)		—			—			—
Below-market ground lease amortization		398			398			—			—			—

Cash net operating income	$	54,000		$	24,644		$	8,799		$	2,509		$	18,048

Leasing activity
Total leases executed		55			47			6			2
Total square footage executed		414,806			362,844			45,705			6,257
Average rent psf - leases executed	$	43.82		$	42.92		$	35.57		$	156.15
Previously escalated rents psf	$	41.29		$	39.70		$	41.06		$	135.18
Percentage of new rent over previously escalated rents		6.1	%		8.1	%		-13.4	%		15.5	%

Leasing commission costs per square foot	$	19.29		$	19.64		$	9.26		$	72.15
Tenant improvement costs per square foot		38.26			39.12			36.68			—

Total LC and TI per square foot ⁽³⁾	$	57.55		$	58.76		$	45.94		$	72.15

Notes:

⁽¹⁾	Includes 526,539 rentable square feet of retail space in the Company’s nine Manhattan office properties.

⁽²⁾	Based on leases signed and commenced as of period end.

⁽³⁾	Presents all tenant improvement and leasing commission costs as if they were incurred in the period in which the lease was signed, which may be different than the period in which they were actually paid.

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Third Quarter 2014

Same Store Summary

(unaudited and dollars in thousands, except per square foot amounts)


	Total Portfolio - Same Store ⁽¹⁾
	Three Months Ended									Period from October 7, 2013 through December 31, 2013
	September 30, 2014			June 30, 2014			March 31, 2014			Period from October 7, 2013 through December 31, 2013
Number of properties		18			18			18			18
Square feet		8,372,784			8,371,044			8,362,786			8,350,871
Occupancy ⁽²⁾		89.2	%		88.6	%		87.2	%		86.1	%

Revenue	$	146,098		$	140,477		$	124,732		$	121,768
Operating expenses		(62,502	)		(60,902	)		(61,665	)		(57,331	)

Net operating income		83,596			79,575			63,067			64,437
Straight-line rent		(7,132	)		(10,979	)		(12,580	)		(8,932	)
Above/below-market lease amortization		(1,892	)		(2,028	)		(1,884	)		(1,903	)
Below-market ground lease amortization		426			426			426			398

Cash net operating income	$	74,998		$	66,994		$	49,029		$	54,000


Leasing activity
Total leases executed		55			69			50			55
Total square footage executed		179,366			212,259			191,319			414,806
Average rent psf - leases executed	$	51.20		$	49.05		$	48.03		$	43.82
Previously escalated rents psf	$	42.64		$	41.15		$	41.47		$	41.29
Percentage of new rent over previously escalated rents		20.1	%		19.2	%		15.8	%		6.1	%

Leasing commission costs per square foot	$	14.45		$	15.20		$	14.75		$	19.29
Tenant improvement costs per square foot		44.08			45.65			53.36			38.26

Total LC and TI per square foot ⁽³⁾	$	58.53		$	60.85		$	68.11		$	57.55


	Manhattan Office Portfolio - Same Store ⁽¹⁾
	Three Months Ended									Period from October 7, 2013 through December 31, 2013
	September 30, 2014			June 30, 2014			March 31, 2014			Period from October 7, 2013 through December 31, 2013
Number of properties		7			7			7			7
Square feet		6,325,276			6,323,271			6,318,516			6,306,601
Occupancy ⁽²⁾		88.1	%		87.8	%		86.2	%		84.7	%

Revenue	$	86,550		$	86,693		$	84,946		$	77,584
Operating expenses		(46,082	)		(44,527	)		(44,438	)		(42,628	)

Net operating income		40,468			42,166			40,508			34,956
Straight-line rent		(7,447	)		(10,540	)		(12,748	)		(8,807	)
Above/below-market lease amortization		(1,892	)		(2,028	)		(1,884	)		(1,903	)
Below-market ground lease amortization		426			426			426			398

Cash net operating income	$	31,555		$	30,024		$	26,302		$	24,644


Leasing activity
Total leases executed		46			58			46			47
Total square footage executed		140,913			172,212			172,716			362,844
Average rent psf - leases executed	$	56.00		$	51.54		$	49.42		$	42.92
Previously escalated rents psf	$	44.99		$	41.03		$	40.43		$	39.70
Percentage of new rent over previously escalated rents		24.5	%		25.6	%		22.3	%		8.1	%

Leasing commission costs per square foot	$	17.21		$	16.52		$	15.07		$	19.64
Tenant improvement costs per square foot		53.98			51.29			54.25			39.12

Total LC and TI per square foot ⁽³⁾	$	71.19		$	67.81		$	69.32		$	58.76

Notes:

⁽¹⁾	Defined as the total portfolio excluding 112 West 34th Street and 1400 Broadway which the Company acquired on July 15, 2014.

⁽²⁾	Based on leases signed and commenced as of period end.

⁽³⁾	Presents all tenant improvement and leasing commission costs as if they were incurred in the period in which the lease was signed, which may be different than the period in which they were actually paid.

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Third Quarter 2014

Property Detail

(unaudited)


Property Name	Location or Sub-Market	Rentable Square Feet⁽¹⁾		Percent Occupied ⁽²⁾			Annualized Rent ⁽³⁾		Annualized Rent per Occupied Square Foot ⁽⁴⁾		Number of Leases ⁽⁵⁾
*Manhattan Office Properties - Office*
The Empire State Building ⁽⁶⁾	Penn Station -Times Sq. South		2,692,099		85.6	%	$	106,594,751	$	46.26		190
One Grand Central Place	Grand Central		1,182,005		86.6	%		50,117,703		48.98		281
1400 Broadway ^{(10) (11)}	Penn Station -Times Sq. South		890,673		89.8	%		32,210,850		40.29		62
112 West 34th Street ^{(10) (12)}	Penn Station -Times Sq. South		650,831		80.6	%		23,736,877		45.23		36
250 West 57th Street	Columbus Circle - West Side		476,885		84.0	%		18,806,529		46.95		152
501 Seventh Avenue	Penn Station -Times Sq. South		455,978		95.3	%		18,126,911		41.70		35
1359 Broadway	Penn Station -Times Sq. South		446,000		94.4	%		18,538,460		44.04		34
1350 Broadway ⁽⁸⁾	Penn Station -Times Sq. South		363,658		91.1	%		14,952,171		45.13		69
1333 Broadway	Penn Station -Times Sq. South		292,154		98.7	%		12,563,318		43.57		9

*Manhattan Office Properties - Office*			7,450,283		87.6	%		295,647,570		45.29		868

*Manhattan Office Properties - Retail*
The Empire State Building ⁽⁷⁾	Penn Station -Times Sq. South		142,586		93.1	%		15,650,072		117.87		17
One Grand Central Place	Grand Central		69,631		83.8	%		6,467,557		110.78		16
1400 Broadway ^{(10) (11)}	Penn Station -Times Sq. South		17,587		71.6	%		1,343,716		106.64		8
112 West 34th Street ^{(10) (12)}	Penn Station -Times Sq. South		92,455		97.5	%		3,592,268		39.87		2
250 West 57th Street	Columbus Circle - West Side		49,534		84.7	%		5,131,374		122.34		7
501 Seventh Avenue	Penn Station -Times Sq. South		35,502		96.4	%		1,843,415		53.87		9
1359 Broadway	Penn Station -Times Sq. South		25,123		36.0	%		1,248,319		138.09		5
1350 Broadway ⁽⁸⁾	Penn Station -Times Sq. South		31,455		100.0	%		6,287,169		199.88		6
1333 Broadway	Penn Station -Times Sq. South		62,666		95.6	%		6,688,642		111.61		4

*Manhattan Office Properties - Retail*			526,539		89.3	%		48,252,532		102.57		74

*Sub-Total/Weighted Average*
*Manhattan Office Properties - Office and Retail*			7,976,822		87.7	%		343,900,102		49.14		942


*Greater New York Metropolitan Area Office Properties*
First Stamford Place ⁽⁹⁾	Stamford, CT		784,405		92.1	%		30,425,585		42.09		53
Metro Center	Stamford, CT		279,384		96.9	%		15,047,932		55.61		29
383 Main Street	Norwalk, CT		260,474		86.2	%		7,232,029		32.23		20
500 Mamaroneck Avenue	Harrison, NY		289,772		94.8	%		8,087,462		29.43		34
10 Bank Street	White Plains, NY		229,297		87.0	%		7,029,468		35.22		28

*Sub-Total/Weighted Average Greater New York Metropolitan Area Office Properties*			1,843,332		91.8	%		67,822,476		40.08		164


*Standalone Retail Properties*
10 Union Square	Union Square		58,005		100.0	%		6,053,688		104.36		14
1542 Third Avenue	Upper East Side		56,250		100.0	%		3,274,958		58.22		4
1010 Third Avenue	Upper East Side		44,662		100.0	%		3,315,591		74.24		2
77 West 55th Street	Midtown		24,102		100.0	%		2,508,408		104.07		3
69-97 Main Street	Westport, CT		16,826		100.0	%		2,068,956		122.96		5
103-107 Main Street	Westport, CT		4,330		100.0	%		581,040		134.19		1

*Sub-Total/Weighted Average Standalone Retail Properties*			204,175		100.0	%		17,802,641		87.19		29


*Portfolio Total*			10,024,329		88.7	%	$	429,525,219	$	48.29		1,135


*Total/Weighted Average Office Properties*			9,293,615		88.5	%	$	363,470,046	$	44.23		1,032
*Total/Weighted Average Retail Properties*			730,714		92.3	%		66,055,173		97.91		103

*Portfolio Total*			10,024,329		88.7	%	$	429,525,219	$	48.29		1,135

Notes:

(1)	Excludes (i) 164,630 square feet of space across the Company’s portfolio attributable to building management use and tenant amenities and (ii) 69,757 square feet of space attributable to the Company’s observatory.

(2)	Based on leases signed and commenced as of September 30, 2014.

(3)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(4)	Represents annualized rent under leases commenced as of September 30, 2014 divided by occupied square feet.

(5)	Represents the number of leases at each property or on a portfolio basis. If a tenant has more than one lease, whether or not at the same property, but with different expirations, the number of leases is calculated equal to the number of leases with different expirations.

(6)	Includes 86,902 rentable square feet of space leased by the Company’s broadcasting tenants.

(7)	Includes 5,300 rentable square feet of space leased by Host Services of New York, a licensee of the Company’s observatory.

(8)	Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 36 years (expiring July 31, 2050).

(9)	First Stamford Place consists of three buildings.

(10)	Property was acquired by the Company on July 15, 2014.

(11)	Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 49 years (expiring December 31, 2063).

(12)	Denotes a ground leasehold interest in the property with a remaining term, including unilateral extension rights available to the Company, of approximately 63 years (expiring May 31, 2077).

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Third Quarter 2014

Tenant Lease Expirations

(unaudited)


*Total Lease Expirations*	Number of Leases Expiring ⁽¹⁾		Rentable Square Feet Expiring ⁽²⁾		Percent of Portfolio Rentable Square Feet Expiring			Annualized Rent ⁽³⁾		Percent of Portfolio Annualized Rent ⁽⁴⁾			Annualized Rent Per Rentable Square Foot
Available		—		1,036,752		10.4	%	$	—		0.0	%	$	—
Signed leases not commenced		20		92,631		0.9	%		—		0.0	%		—
2014		98		253,617		2.5	%		11,006,692		2.6	%		43.40
2015		265		859,583		8.6	%		40,045,106		9.3	%		46.59
2016		145		719,625		7.2	%		30,419,151		7.1	%		42.27
2017		146		692,973		6.9	%		33,303,629		7.8	%		48.06
2018		131		751,474		7.5	%		35,073,313		8.2	%		46.67
2019		89		668,237		6.7	%		30,177,283		7.0	%		45.16
2020		73		788,056		7.9	%		41,709,637		9.7	%		52.93
2021		47		500,857		5.0	%		25,595,319		6.0	%		51.10
2022		38		408,275		4.1	%		22,149,079		5.2	%		54.25
2023		34		524,679		5.2	%		26,820,241		6.2	%		51.12
2024		28		539,444		5.4	%		28,202,011		6.6	%		52.28
Thereafter		41		2,188,126		21.7	%		105,023,758		24.5	%		48.00

Total		1,155		10,024,329		100.0	%	$	429,525,219		100.0	%	$	48.29

Notes:

(1)	If a lease has two different expiration dates, it is considered to be two leases (for the purpose of lease count and square footage).

(2)	Excludes (i) 164,630 rentable square feet of space across the Company portfolio attributable to building management use and tenant amenities and (ii) 69,757 square feet of space attributable to the Company’s observatory.

(3)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(4)	Represents the percentage of annualized rent of the Company’s office and retail portfolio in the aggregate.

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Third Quarter 2014

Tenant Lease Expirations

(unaudited)


	Number of Leases Expiring ⁽²⁾		Rentable Square Feet Expiring ⁽³⁾		Percent of Portfolio Rentable Square Feet Expiring			Annualized Rent ⁽⁴⁾		Percent of Portfolio Annualized Rent ⁽⁵⁾			Annualized Rent Per Rentable Square Foot
*Manhattan Office Properties ⁽¹⁾*
Available		—		840,634		11.3	%	$	—		0.0	%	$	—
Signed leases not commenced		15		81,821		1.1	%		—		0.0	%		—
2014		86		223,620		3.0	%		9,601,279		3.2	%		42.94
2015		231		743,068		10.0	%		33,010,658		11.2	%		44.42
2016		113		456,915		6.1	%		20,236,180		6.8	%		44.29
2017		116		500,845		6.7	%		23,342,681		7.9	%		46.61
2018		95		480,301		6.4	%		23,051,119		7.8	%		47.99
2019		65		376,877		5.1	%		17,144,924		5.8	%		45.49
2020		44		516,182		6.9	%		23,203,626		7.8	%		44.95
2021		34		353,425		4.7	%		16,021,747		5.4	%		45.33
2022		23		177,561		2.4	%		8,811,932		3.0	%		49.63
2023		22		359,157		4.8	%		16,409,272		5.6	%		45.69
2024		13		334,234		4.5	%		15,242,075		5.2	%		45.60
Thereafter		26		2,005,643		26.9	%		89,572,077		30.3	%		44.66

Total Manhattan office properties		883		7,450,283		100.0	%		295,647,570		100.0	%		45.29


*Greater New York Metropolitan* *Area Office Properties*
Available		—		143,353		7.8	%		—		0.0	%		—
Signed leases not commenced		4		7,482		0.4	%		—		0.0	%		—
2014		12		29,997		1.6	%		1,405,413		2.1	%		46.85
2015		19		82,525		4.5	%		3,328,736		4.9	%		40.34
2016		17		85,258		4.6	%		3,331,838		4.9	%		39.08
2017		23		145,308		7.9	%		5,836,632		8.6	%		40.17
2018		29		243,770		13.2	%		9,687,719		14.3	%		39.74
2019		18		264,413		14.3	%		10,100,814		14.9	%		38.20
2020		18		209,602		11.4	%		8,308,659		12.3	%		39.64
2021		7		118,495		6.4	%		5,105,306		7.5	%		43.08
2022		6		168,044		9.1	%		6,562,285		9.7	%		39.05
2023		5		114,106		6.2	%		4,922,030		7.3	%		43.14
2024		2		174,448		9.5	%		7,063,701		10.4	%		40.49
Thereafter		8		56,531		3.1	%		2,169,343		3.2	%		38.37

Total greater New York metropolitan area office properties		168		1,843,332		100.0	%		67,822,476		100.0	%		40.07


*Retail Properties*
Available		—		52,765		7.2	%		—		0.0	%		—
Signed leases not commenced		1		3,328		0.5	%		—		0.0	%		—
2014		—		—		0.0	%		—		0.0	%		—
2015		15		33,990		4.7	%		3,705,712		5.6	%		109.02
2016		15		177,452		24.3	%		6,851,133		10.4	%		38.61
2017		7		46,820		6.4	%		4,124,316		6.2	%		88.09
2018		7		27,403		3.8	%		2,334,475		3.5	%		85.19
2019		6		26,947		3.7	%		2,931,545		4.4	%		108.79
2020		11		62,272		8.5	%		10,197,352		15.4	%		163.76
2021		6		28,937		4.0	%		4,468,266		6.8	%		154.41
2022		9		62,670		8.6	%		6,774,862		10.3	%		108.10
2023		7		51,416		7.0	%		5,488,939		8.3	%		106.76
2024		13		30,762		4.2	%		5,896,235		8.9	%		191.67
Thereafter		7		125,952		17.2	%		13,282,338		20.1	%		105.46

Total retail properties		104		730,714		100.0	%		66,055,173		100.0	%		97.91

Total portfolio lease expirations		1,155		10,024,329		100.0	%	$	429,525,219		100.0	%	$	48.29

Notes:

(1)	Excludes (i) retail space in the Company’s Manhattan office properties and (ii) the Empire State Building broadcasting licenses and observatory operations.

(2)	If a lease has two different expiration dates, it is considered to be two leases (for the purpose of lease count and square footage).

(3)	Excludes (i) 164,630 rentable square feet of space across the Company portfolio attributable to building management use and tenant amenities and (ii) 69,757 square feet of space attributable to the Company’s observatory.

(4)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(5)	Represents the percentage of annualized rent of the Company’s office and retail portfolio in the aggregate.

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Third Quarter 2014

Tenant Lease Expirations

(unaudited)


	Number of Leases Expiring ⁽²⁾		Rentable Square Feet Expiring		Percent of Portfolio Rentable Square Feet Expiring			Annualized Rent ⁽³⁾		Percent of Portfolio Annualized Rent ⁽⁴⁾			Annualized Rent Per Rentable Square Foot
*Empire State Building Office ⁽¹⁾*
Available		—		342,195		12.7	%	$	—		0.0	%	$	—
Signed leases not commenced		4		45,504		1.7	%		—		0.0	%		—
2014		14		48,570		1.8	%		1,782,937		1.7	%		36.71
2015		38		190,767		7.1	%		8,668,344		8.1	%		45.44
2016		14		70,383		2.6	%		3,355,050		3.1	%		47.67
2017		24		75,253		2.8	%		3,733,502		3.5	%		49.61
2018		24		90,548		3.4	%		4,152,496		3.9	%		45.86
2019		14		58,495		2.2	%		2,745,260		2.6	%		46.93
2020		18		232,871		8.7	%		11,046,444		10.4	%		47.44
2021		11		83,522		3.1	%		3,918,793		3.7	%		46.92
2022		10		45,252		1.7	%		2,161,597		2.0	%		47.77
2023		6		34,549		1.3	%		1,852,052		1.7	%		53.61
2024		7		140,386		5.2	%		6,818,209		6.4	%		48.57
Thereafter		10		1,233,804		45.8	%		56,360,068		52.9	%		45.68

Total Empire State Building office		194		2,692,099		100.0	%	$	106,594,751		100.0	%	$	46.26

Notes:

(1)	Excludes retail space, broadcasting licenses and observatory operations

(2)	If a lease has two different expiration dates, it is considered to be two leases (for the purpose of lease count and square footage).

(3)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(4)	Represents the percentage of annualized rent of the Company’s office and retail portfolio in the aggregate.

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Third Quarter 2014

20 Largest Tenants and Portfolio Tenant Diversification by Industry

(unaudited)


20 Largest Tenants	Number of Leases		Number of Properties		Lease Expiration ⁽¹⁾	Weighted Average Remaining Lease Term⁽²⁾		Total Occupied Square Feet ⁽³⁾		Percent of Portfolio Rentable Square Feet ⁽⁴⁾			Annualized Rent ⁽⁵⁾		Percent of Portfolio Annualized Rent ⁽⁶⁾
1. Li & Fung		6		3	Oct. 2021-Oct. 2028		12.8 years		886,995		8.8	%	$	36,051,514		8.4	%
2. Coty		1		1	Jan. 2030		15.3 years		311,242		3.1	%		15,489,038		3.6	%
3. PVH Corp.		1		1	Oct. 2028		14.1 years		217,842		2.2	%		9,241,478		2.2	%
4. Thomson Reuters		4		2	Apr. 2018-Apr. 2020		4.8 years		147,208		1.5	%		7,581,081		1.8	%
5. LinkedIn		1		1	Feb. 2026		11.4 years		158,261		1.6	%		7,425,142		1.7	%
6. Federal Deposit Insurance Corporation		1		1	Feb. 2020		5.3 years		121,879		1.2	%		6,269,020		1.5	%
7. Urban Outfitters		1		1	Sept. 2029		15.0 years		56,730		0.6	%		6,200,000		1.4	%
8. Legg Mason		1		1	Sept. 2024		10.0 years		138,868		1.4	%		6,129,370		1.4	%
9. Duane Reade		3		3	Feb. 2021-Sept. 2027		10.2 years		46,976		0.5	%		5,881,602		1.4	%
10. Footlocker		2		1	Apr. 2016		1.5 years		170,187		1.7	%		5,324,340		1.2	%
11. Host Services of New York		1		1	May 2020		5.6 years		5,300		0.1	%		5,216,733		1.2	%
12. Kohl’s		1		1	May 2029		14.6 years		111,834		1.1	%		4,404,896		1.0	%
13. Aeropostale		2		1	Nov. 2015-Nov. 2016		1.8 years		88,760		0.8	%		4,118,948		1.0	%
14. Odyssey Reinsurance		1		1	Sept. 2022		8.0 years		101,619		1.0	%		3,835,022		0.9	%
15. The Interpublic Group of Companies		1		1	Aug. 2024		9.8 years		86,561		0.9	%		3,767,237		0.9	%
16. Shutterstock		1		1	Sept. 2024		10.0 years		82,331		0.7	%		3,658,715		0.9	%
17. Bank of America		3		3	Apr. 2015-Feb. 2018		1.8 years		29,671		0.3	%		3,495,103		0.8	%
18. Human Rights Watch		1		1	Oct. 2026		12.0 years		65,660		0.7	%		3,468,156		0.8	%
19. Reed Elsevier		1		1	Nov. 2019		5.2 years		96,727		1.0	%		3,204,769		0.7	%
20. Jordache		2		1	Oct. 2014-May 2024		9.6 years		75,150		0.7	%		3,148,340		0.7	%

Total		35							2,999,801		29.9	%	$	143,910,504		33.5	%

Notes:

(1)

Expiration dates are per lease and do not assume exercise of renewal or extension options. Except for the Federal Deposit Insurance Corporation lease (February 1, 2015), none of these leases contain early termination options. For tenants with more than two leases, the lease expiration is shown as a range.

(2)	Represents the weighted average lease term, based on annualized rent.

(3)	Based on leases signed and commenced as of September 30, 2014.

(4)	Represents the percentage of rentable square feet of the Company’s office and retail portfolios in the aggregate.

(5)	Represents annualized base rent and current reimbursement for operating expenses and real estate taxes.

(6)	Represents the percentage of annualized rent of the Company’s office and retail portfolios in the aggregate.

Portfolio Tenant Diversification by Industry (based on annualized rent)

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Third Quarter 2014

Capital Expenditures and Redevelopment Program

(unaudited)


Capital expenditures	September 30, 2014		June 30, 2014		March 31, 2014
Tenant improvements - first generation	$	28,462	$	16,827	$	5,095
Tenant improvements - second generation		3,090		3,250		1,038
Leasing commissions - first generation		2,945		1,207		1,045
Leasing commissions - second generation		1,401		1,229		880
Building improvements - first generation		24,328		11,721		11,241
Building improvements - second generation		893		344		195

Total	$	61,119	$	34,578	$	19,494

Redevelopment program components

•

Upgrading common areas: lobbies, elevators, corridors and bathrooms

•

Installing energy efficient building systems

•

Improving roofs, windows and facades

•

Optimizing base floors for retail

Current redevelopment program ^(1) (2)

•

Spent to date: $580 million

•

To be invested: $85 to $125 million between 2014 and 2016

Redevelopment program by square feet ^(1) (2)

•

Future redevelopment (Empire State Building) - 600,000 square feet

•

Future redevelopment (other Manhattan properties) - 1,600,000 square feet

•

Redevelopment completed - 5,800,000 square feet

Inventory of vacant space⁽²⁾

•

Developed - 63%

•

Undeveloped - 37%

Inventory of undeveloped space⁽²⁾

•

Vacant - 16%

•

Expires in 2014 through 2016 - 42%

•

Expires in 2017 and thereafter - 42%

Notes:

⁽¹⁾	These estimates are based on the Company’s current budgets (which do not include tenant improvements and leasing commission costs) and are subject to change.

⁽²⁾

Redevelopment program is for the Manhattan office assets only. Square footage based on market measurement. Developed space includes space that has been demolished and completed asbestos abatement and available for lease up or ready to be prebuilt. Permanent building use spaces, amenity spaces and broadcasting spaces are excluded.

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Third Quarter 2014

Observatory Summary

(unaudited and in thousands)


	Three Months Ended
Observatory NOI	September 30, 2014		June 30, 2014		March 31, 2014			December 31, 2013			September 30, 2013
Observatory revenue	$	35,684	$	30,389	$	17,301		$	25,389		$	32,356
Observatory expenses		7,109		7,120		6,981			6,193			6,482

NOI		28,575		23,269		10,320			19,196			25,874
Intercompany rent expense ⁽¹⁾		19,936		16,283		15,200			20,276			24,260

NOI after intercompany rent	$	8,639	$	6,986	$	(4,880	)	$	(1,080	)	$	1,614

Note:

(1)

The observatory pays a market-based rent payment comprised of fixed and percentage rent to the Empire State Building. We recognize intercompany percentage rent expense in the interim periods as it is probable that percentage rent will be incurred based upon management’s estimates. Prior to the consolidation and formation transactions, Empire State Building Company, LLC recorded percentage rent when incurred, which resulted in rent expense being recognized primarily in the third and fourth quarters. Intercompany rent is eliminated upon consolidation.

Annual Observatory Revenues 2009 to 2013

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Third Quarter 2014

Condensed Consolidated Balance Sheets

(unaudited and dollars in thousands)


	September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013
Assets
Commercial real estate properties, at cost:
Land	$	201,172		$	187,566		$	187,566		$	187,566
Development costs		6,971			6,861			6,459			6,459
Building and improvements		1,899,467			1,508,309			1,473,665			1,455,398

		2,107,610			1,702,736			1,667,690			1,649,423
Less: accumulated depreciation		(354,730	)		(332,766	)		(315,256	)		(295,351	)

Commercial real estate properties, net		1,752,880			1,369,970			1,352,434			1,354,072
Cash and cash equivalents		52,918			41,791			44,703			60,743
Restricted cash		63,821			55,482			54,832			55,621
Tenant and other receivables, net		29,837			26,185			29,644			24,817
Deferred rent receivables, net		94,837			85,948			74,971			62,689
Prepaid expenses and other assets		31,091			39,658			23,535			35,407
Deferred costs, net		80,396			77,035			79,032			78,938
Acquired below-market ground leases, net		392,756			61,460			61,886			62,312
Acquired lease intangibles, net		312,001			227,617			237,900			249,983
Goodwill		491,479			491,479			491,479			491,479

Total assets	$	3,302,016		$	2,476,625		$	2,450,416		$	2,476,061

Liabilities and Equity
Mortgage notes	$	1,005,569		$	873,863		$	878,545		$	883,112
Term loan and credit facility		355,600			355,000			325,000			325,000
Exchangeable senior notes		236,999			—			—			—
Accounts payable and accrued expenses		97,413			74,807			71,712			81,908
Acquired below-market leases, net		148,493			120,219			125,106			129,882
Deferred revenue and other liabilities		24,728			18,722			22,574			21,568
Tenants’ security deposits		40,111			34,170			32,939			31,406

Total liabilities		1,908,913			1,476,781			1,455,876			1,472,876
Total equity		1,393,103			999,844			994,540			1,003,185

Total liabilities and equity	$	3,302,016		$	2,476,625		$	2,450,416		$	2,476,061

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Third Quarter 2014

Condensed Consolidated Statements of Income

(unaudited and in thousands, except per share amounts)


	Three Months Ended									Period from October 7, 2013 through December 31, 2013
	September 30, 2014			June 30, 2014			March 31, 2014			Period from October 7, 2013 through December 31, 2013
Revenues
Rental revenue	$	106,152		$	92,210		$	90,204		$	79,987
Tenant expense reimbursement		20,034			14,304			15,153			15,836
Observatory revenue		35,684			30,389			17,301			23,735
Construction revenue		5,804			12,963			14,963			5,265
Third party management and other fees		561			753			611			550
Other revenue and fees		1,206			4,549			2,074			2,210

Total revenues		169,441			155,168			140,306			127,583

Operating expenses
Property operating expenses		38,291			35,149			35,860			34,055
Ground rent expenses		2,066			447			451			398
Marketing, general, and administrative expenses		10,071			9,560			10,155			16,379
Observatory expenses		7,109			7,120			6,981			5,687
Construction expenses		6,095			12,795			14,283			5,468
Real estate taxes		21,870			18,186			18,373			17,191
Acquisition expenses		2,647			735			—			138,140
Depreciation and amortization		37,880			28,637			30,115			27,375

Total operating expenses		126,029			112,629			116,218			244,693

Total operating income (loss)		43,412			42,539			24,088			(117,110	)
Other income (expense)
Interest expense		(17,674	)		(14,629	)		(14,337	)		(13,147	)
Gain on consolidation of non-controlled entities		—			—			—			322,563

Income before income taxes		25,738			27,910			9,751			192,306
Income tax (expense) benefit		(3,004	)		(2,629	)		1,480			1,125

Net income		22,734			25,281			11,231			193,431
Perpetual preferred unit distributions		(241	)		—			—			—
Net income attributable to non-controlling interests		(14,171	)		(15,447	)		(6,862	)		(118,186	)

Net income attributable to Empire State Realty Trust, Inc.	$	8,322		$	9,834		$	4,369		$	75,245

Weighted average common shares outstanding
Basic		97,729			95,573			95,575			95,574

Diluted		263,041			245,941			245,821			245,482

Net income per share attributable to Empire State Realty Trust, Inc.
Basic	$	0.09		$	0.10		$	0.05		$	0.79

Diluted	$	0.09		$	0.10		$	0.05		$	0.79

Dividends per share	$	0.085		$	0.085		$	0.085		$	0.0795

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Third Quarter 2014

Core Funds from Operations (“Core FFO”), Funds from Operations (“FFO”), Core Funds Available for

Distribution (“Core FAD”) and EBITDA

(unaudited and in thousands, except per share amounts)


	Three Months Ended									Period from October 7, 2013 through December 31, 2013
	September 30, 2014			June 30, 2014			March 31, 2014			Period from October 7, 2013 through December 31, 2013
Reconciliation of Net Income to FFO and Core FFO
Net Income	$	22,734		$	25,281		$	11,231		$	193,431
Preferred unit distributions		(241	)		—			—			—
Real estate depreciation and amortization		37,797			28,556			30,052			27,352

FFO		60,290			53,837			41,283			220,783
Gain on settlement of lawsuit related to the Observatory, net of income taxes		—			(540	)		—			—
Private perpetual preferred exchange offering expenses		407			950			—			—
Acquisition expenses		2,647			735			—			138,140
Amortization of below-market ground lease		1,750			426			426			398
Gain on consolidation of non-controlled entities		—			—			—			(322,563	)
Severance expenses		—			—			—			2,738
Retirement equity compensation expenses		—			—			—			2,297

Core FFO	$	65,094		$	55,408		$	41,709		$	41,793

Total weighted average shares and Operating Partnership Units
Basic		263,041			245,899			245,779			245,445

Diluted		263,041			245,941			245,821			245,482

FFO per share
Basic	$	0.23		$	0.22		$	0.17		$	0.90

Diluted	$	0.23		$	0.22		$	0.17		$	0.90

Core FFO per share
Basic	$	0.25		$	0.23		$	0.17		$	0.17

Diluted	$	0.25		$	0.23		$	0.17		$	0.17

Reconciliation of Core FFO to Core FAD
Core FFO	$	65,094		$	55,408		$	41,709		$	41,793
Add:
Amortization of deferred financing costs		2,653			1,375			1,090			1,074
Non-real estate depreciation and amortization		83			80			65			23
Amortization of non-cash compensation expense		939			944			1,025			697
Amortization of debt discount		356			—			—			—
Deduct:
Straight-line rental revenues		(8,543	)		(10,979	)		(12,580	)		(8,932	)
Amortization of debt premiums		(1,622	)		(738	)		(556	)		(922	)
Above/below-market rent revenue		(4,568	)		(2,028	)		(1,884	)		(1,903	)
FF&E purchases		—			(3	)		(6	)		(853	)
Tenant improvements - second generation		(3,090	)		(3,250	)		(1,038	)		(1,219	)
Building improvements - second generation		(893	)		(344	)		(1,106	)		(1,030	)
Leasing commissions - second generation		(1,401	)		(1,229	)		(880	)		(6,909	)

Core FAD	$	49,008		$	39,236		$	25,839		$	21,819

Core FAD per share
Basic	$	0.19		$	0.16		$	0.11		$	0.09

Diluted	$	0.19		$	0.16		$	0.11		$	0.09

Reconciliation of Net Income to EBITDA
Net income	$	22,734		$	25,281		$	11,231		$	193,431
Perpetual preferred unit distributions		(241	)		—			—			—
Interest expense		17,674			14,629			14,337			13,147
Income tax expense (benefit)		3,004			2,629			(1,480	)		(1,125	)
Depreciation and amortization		37,880			28,637			30,115			27,375
Acquisition expenses		2,647			735			—			138,140
Gain on consolidation of non-controlled entities		—			—			—			(322,563	)

EBITDA	$	83,698		$	71,911		$	54,203		$	48,405

Note:

For purposes of comparison, certain items shown in prior periods have been reclassified to conform to the presentation used for September 30, 2014.

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Third Quarter 2014

Net Operating Income (“NOI”)

(unaudited and dollars in thousands)


	Three Months Ended									Period from October 7, 2013 through December 31, 2013
	September 30, 2014			June 30, 2014			March 31, 2014			Period from October 7, 2013 through December 31, 2013
Reconciliation of Net Income to NOI, Cash NOI and Same Store Cash NOI
Net income	$	22,734		$	25,281		$	11,231		$	193,431
Add:
Marketing, general and administrative expenses		10,071			9,560			10,155			16,379
Depreciation and amortization		37,880			28,637			30,115			27,375
Interest expense		17,674			14,629			14,337			13,147
Construction expenses		6,095			12,795			14,283			5,468
Acquisition expenses		2,647			735			—			138,140
Income tax expense (benefit)		3,004			2,629			(1,480	)		(1,125	)
Less:
Construction revenue		(5,804	)		(12,963	)		(14,963	)		(5,265	)
Third-party management and other fees		(561	)		(753	)		(611	)		(550	)
Gain on settlement of lawsuit related to the Observatory		—			(975	)		—			—
Gain on consolidation of non-controlled entities		—			—			—			(322,563	)

Net operating income		93,740			79,575			63,067			64,437

Straight-line rent		(8,543	)		(10,979	)		(12,580	)		(8,932	)
Above/below-market lease amortization		(4,568	)		(2,028	)		(1,884	)		(1,903	)
Below-market ground lease amortization		1,750			426			426			398

Cash net operating income		82,379			66,994			49,029			54,000

Less: 112 West 34th St. and 1400 Broadway cash NOI		(7,381	)		—			—			—

Same store cash net operating income	$	74,998		$	66,994		$	49,029		$	54,000

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Third Quarter 2014

Debt Summary

(unaudited and dollars in thousands)


			Weighted Average
Debt Summary	Balance		Interest Rate			Maturity (Years)
Fixed rate mortgage debt	$	940,835		5.80	%		2.3
Exchangeable senior notes		250,000		2.63	%		4.9
Variable rate mortgage debt		41,059		4.17	%		0.2
Term loan and credit facility		355,600		1.48	%		3.9

Total		1,587,494		4.29	%		3.0

Premium/discount		10,674

Total	$	1,598,168


Available Borrowing	Facility		Outstanding at September 30, 2014		Letters of Credit		Empire Reserve ⁽²⁾		Remaining Capacity at September 30, 2014
Mortgages	$	—	$	981,894	$	—	$	—	$	10,615
Exchangeable senior notes		—		250,000		—		—		—
Term loan and credit facility ⁽¹⁾		800,000		355,600		—		21,604		422,796

Total	$	800,000	$	1,587,494	$	—	$	21,604	$	433,411


Covenant Summary	Required			Current Quarter			In Compliance
Secured Credit Facility
Maximum Total Leverage		< 60	%		31.3	%	Yes
Maximum Secured Debt		< 40	%		19.7	%	Yes
Minimum Fixed Charge Coverage		> 1.5	x		3.1	x	Yes
Maximum Variable Rate Indebtedness		< 25	%		7.8	%	Yes
Maximum Secured Recourse Indebtedness		< 10	%		0	%	Yes
Minimum Tangible Net Worth	$	689,800		$	931,695		Yes

Notes:

(1)	The term loan and credit facility has an accordion feature allowing for an increase in maximum aggregate principal balance to $1,250,000 under certain circumstances.

(2)	Reflects a reserve for Empire State Building capital expenditures.

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Third Quarter 2014

Debt Detail

(unaudited and dollars in thousands)


	Stated Interest Rate (%)			Current Interest Rate (%)			Principal Balance		Maturity Date			Amortization
Fixed rate debt:
One Grand Central Place (first lien mortgage loan)		5.34	%		5.34	%		69,994		11/5/2014			25 years
One Grand Central Place (second lien mortgage loan)		7.00	%		7.00	%		14,642		11/5/2014			25 years
500 Mamaroneck Avenue, Harrison, NY		5.41	%		5.41	%		32,076		1/1/2015			30 years
250 West 57th Street (first lien mortgage loan)		5.33	%		5.33	%		24,976		1/5/2015			25 years
250 West 57th Street (second lien mortgage loan)		6.13	%		6.13	%		11,036		1/5/2015			25 years
1359 Broadway		6.04	%		6.04	%		44,146		2/3/2015			25 years
Metro Center		5.89	%		5.89	%		94,501		1/1/2016	⁽³⁾		30 years
10 Union Square		6.00	%		6.00	%		20,726		5/1/2017			30 years
10 Bank Street		5.72	%		5.72	%		32,999		6/1/2017			30 years
1542 Third Avenue		5.90	%		5.90	%		18,727		6/1/2017			30 years
First Stamford Place		5.65	%		5.65	%		243,156		7/5/2017			30 years
383 Main Avenue, Norwalk, CT		5.59	%		5.59	%		29,993		7/5/2017			30 years
1010 Third Avenue and 77 West 55th Street		5.69	%		5.69	%		27,723		7/5/2017			30 years
1333 Broadway		6.32	%		6.32	%		69,798		1/5/2018			30 years
1400 Broadway (first lien mortgage loan)		6.12	%		6.12	%		69,920		2/5/2018			30 years
1400 Broadway (second lien mortgage loan)		3.35	%		3.35	%		9,853		2/5/2018			30 years
112 West 34th Street (first lien mortgage loan)		6.01	%		6.01	%		77,744		4/5/2018			30 years
112 West 34th Street (second lien mortgage loan)		6.56	%		6.56	%		9,792		4/5/2018			30 years
1350 Broadway (first lien mortgage loan)		5.87	%		5.87	%		39,033		4/5/2018			Interest only
Exchangeable senior notes		2.63	%		2.63	%		250,000		8/15/2019			Interest only

Total fixed rate debt								1,190,835

Variable rate debt:
1350 Broadway (second lien mortgage loan)		⁽¹	⁾		4.25	%		13,677		10/10/2014	⁽⁴⁾		Interest only
One Grand Central Place (third lien mortgage loan)		⁽²	⁾		3.75	%		6,382		11/5/2014			Interest only
250 West 57th Street (third lien mortgage loan)		⁽¹	⁾		4.25	%		21,000		1/5/2015			Interest only
Secured Revolving Credit Facility		LIBOR plus 1.20	%		1.35	%		55,600		10/5/2017			Interest only
Secured Term Credit Facility		LIBOR plus 1.35	%		1.50	%		300,000		10/5/2018			Interest only

Total variable rate debt								396,659

Total / weighted average debt					4.29	%		1,587,494

Premium/discounts								10,674

Total							$	1,598,168

Notes:

(1)	Greater of 4.25% and Prime plus 1.00%.

(2)	Greater of 3.75% and Prime plus 0.50%.

(3)	Refinanced with a new $100.0 million mortgage loan due 2024 which bears interest at a fixed rate of 3.59% and a 30 year amortization.

(4)	Loan was repaid on October 10, 2014, using available cash.

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Third Quarter 2014

Debt Maturities and Ground Lease Commitments

(unaudited and dollars in thousands)


Year	Amortization		Maturities ⁽¹⁾		Total		Percentage of Total Debt			Weighted Average Interest Rate of Maturing Debt
2014	$	3,891	$	104,246	$	108,137		6.8	%		5.33	%
2015		12,398		132,591		144,989		9.1	%		5.48	%
2016		10,422		91,572		101,994		6.4	%		5.89	%
2017		8,034		411,361		419,395		26.4	%		5.12	%
2018		769		562,210		562,979		35.5	%		3.67	%
2019		—		250,000		250,000		15.7	%		2.63	%

Total debt	$	35,514	$	1,551,980		1,587,494		100.0	%		4.29	%

Premium/discount						10,674

Total					$	1,598,168

Note:

(1)	Assumes no extension options are exercised.

Debt Maturity Profile

LOGO

Ground Lease Commitments


Year	1350 Broadway		1400 Broadway		112 West 34th Street		Total
2014	$	27	$	169	$	184	$	380
2015		108		675		735		1,518
2016		108		675		735		1,518
2017		108		675		735		1,518
2018		108		675		735		1,518
Thereafter		2,655		14,175		42,936		59,766

	$	3,114	$	17,044	$	46,060	$	66,218

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Third Quarter 2014

Supplemental Definitions

Funds From Operations (“FFO”)

The Company computes FFO in accordance with the “White Paper” on FFO published by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income (loss) (determined in accordance with GAAP), excluding impairment writedowns of investments in depreciable real estate and investments in in-substance real estate investments, gains or losses from debt restructurings and sales of depreciable operating properties, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), less distributions to non-controlling interests and gains/losses from discontinued operations and after adjustments for unconsolidated partnerships and joint ventures. FFO is a widely recognized non-GAAP financial measure for REITs that the Company believes, when considered with financial statements determined in accordance with GAAP, is useful to investors in understanding financial performance and providing a relevant basis for comparison among REITS. In addition, FFO is useful to investors as it captures features particular to real estate performance by recognizing that real estate has generally appreciated over time or maintains residual value to a much greater extent than do other depreciable assets. Investors should review FFO, along with GAAP net income, when trying to understand an equity REIT’s operating performance. The Company presents FFO because it considers it an important supplemental measure of its operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of the Company’s properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of its properties, all of which have real economic effect and could materially impact the Company’s results of operations, the utility of FFO as a measure of its performance is limited. There can be no assurance that FFO presented by the Company is comparable to similarly titled measures of other REITs. FFO does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. Although FFO is a measure used for comparability in assessing the performance of REITs, as the NAREIT White Paper only provides guidelines for computing FFO, the computation of FFO may vary from one company to another.

Core Funds From Operations (“Core FFO”)

Core FFO adds back to traditionally defined FFO the following items associated with the Company’s initial public offering, or IPO, and formation transactions: gain on consolidation of non-controlling entities, acquisition expenses, severance expenses and retirement equity compensation expenses. It also adds back private perpetual preferred exchange offering expenses, acquisition expenses, gain on settlement of lawsuit related to the Observatory, net of income taxes and ground lease amortization. The Company presents Core FFO because it considers it an important supplemental measure of its operating performance in that it excludes items associated with its IPO and formation transactions and other non-recurring assurance that Core FFO presented by the Company is comparable to similarly titled measures of other REITs. Core FFO does not represent cash generated from operating activities and items. There can be no should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.

Core Funds Available for Distribution (“Core FAD”)

In addition to Core FFO, the Company presents Core FAD by (i) adding to Core FFO non-real estate depreciation and amortization, the amortization of deferred financing costs, amortization of debt discounts and non-cash compensation expense and (ii) deducting straight line rent, recurring second generation leasing commissions, tenant improvements, prebuilts, capital expenditures, furniture, fixtures & equipment purchases, amortization of debt premiums and above/below market rent revenue. Core FAD is presented solely as a supplemental disclosure that management believes provides useful information regarding the Company’s ability to fund its dividends. Core FAD does not represent cash generated from operating activities and should not be considered as an alternative to net income (loss) determined in accordance with GAAP or to cash flow from operating activities determined in accordance with GAAP. Core FAD is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions. There can be no assurance that Core FAD presented by the Company is comparable to similarly titled measures of other REITs.

Net Operating Income

Net Operating Income, or NOI is a non-GAAP financial measure of performance. NOI is used by investors and the Company’s management to evaluate and compare the performance of the Company’s properties and to determine trends in earnings and to compute the fair value of its properties as it is not affected by; (i) the cost of funds of the property owner, (ii) the impact of depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets that are included in net income computed in accordance with GAAP, (iii) acquisition expenses and formation transaction expenses; or (iv) general and administrative expenses and other gains and losses that are specific to the property owner. The cost of funds is eliminated from net operating income because it is specific to the particular financing capabilities and constraints of the owner. The cost of funds is also eliminated because it is dependent on historical interest rates and other costs of capital as well as past decisions made by the Company regarding the appropriate mix of capital which may have changed or may change in the future. Depreciation and amortization expenses as well as gains or losses from the sale of operating real estate assets are eliminated because they may not accurately represent the actual change in value in the Company’s office or retail properties that result from use of the properties or changes in market conditions. While certain aspects of real property do decline in value over time in a manner that is reasonably captured by depreciation and amortization, the value of the properties as a whole have historically increased or decreased as a result of changes in overall economic conditions instead of from actual use of the property or the passage of time. Gains and losses from the sale of real property vary from property to property and are affected by market conditions at the time of sale which will usually change from period to period. These gains and losses can create distortions when comparing one period to another or when comparing the Company’s operating results to the operating results of other real estate companies that have not made similarly timed, purchases or sales. The Company also excludes private perpetual exchange offering expenses and gain on settlement of lawsuit related to the Observatory, net of income taxes. The Company believes that eliminating these costs from net income is useful because the resulting measure captures the actual revenue, generated and actual expenses incurred in operating its properties as well as trends in occupancy rates, rental rates and operating costs. However, the usefulness of NOI is limited because it excludes general and administrative costs, interest expense, interest income and other expense, depreciation and amortization expense and gains or losses from the sale of properties, and other gains and losses as stipulated by GAAP, the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company’s properties, all of which are significant economic costs. NOI may fail to capture significant trends in these components of net income which further limits its usefulness. NOI is a measure of the operating performance of the Company’s properties but does not measure its performance as a whole. NOI is therefore not a substitute for net income as computed in accordance with GAAP. This measure should be analyzed in conjunction with net income computed in accordance with GAAP and discussions elsewhere in this Supplemental Package regarding the components of net income that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI than the Company does.

EBITDA

The Company computes EBITDA as net income plus perpetual preferred unit distributions, interest expense, income taxes, depreciation and amortization, acquisition expenses, and gain on consolidation of non-controlled entities. The Company presents EBITDA because it believes that EBITDA, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of its ability to incur and service debt. EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of its liquidity.

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Empire State Realty Trust, Inc. - FORM 8-K - EX-99.2 - October 29, 2014

Attached files

Empire State Realty Trust, Inc. Reports