Empire State Realty Trust, Inc. (Form: 10-Q, Received: 05/02/2019 14:16:39)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2019



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36105

EMPIRE STATE REALTY TRUST, INC.

(Exact name of Registrant as specified in its charter)



Maryland		37-1645259
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

111 West 33rd Street, 12th Floor

New York, New York 10120

(Address of principal executive offices) (Zip Code)

(212) 687-8700

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



Title of Securities	Trading Symbol	Exchange on which traded	Number outstanding (as of April 26, 2019)

Class A Common Stock, par value $0.01 per share	ESRT	The New York Stock Exchange	176,057,736
Class B Common Stock, par value $0.01 per share	N/A	N/A	1,033,099



	EMPIRE STATE REALTY TRUST, INC.
	FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2019
	TABLE OF CONTENTS	PAGE
PART 1.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018	2
	Condensed Consolidated Statements of Income for the three months ended March 31, 2019 and 2018 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2019 and 2018 (unaudited)	4
	Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2019 and 2018 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	38

ITEM 4.	CONTROLS AND PROCEDURES	38

PART II.	OTHER INFORMATION	39

ITEM 1.	LEGAL PROCEEDINGS	39

ITEM 1A.	RISK FACTORS	39

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	39

ITEM 4.	MINE SAFETY DISCLOSURES	39

ITEM 5.	OTHER INFORMATION	39

ITEM 6.	EXHIBITS	39

SIGNATURES		40

ITEM 1. FINANCIAL STATEMENTS

Empire State Realty Trust, Inc.

Condensed Consolidated Balance Sheets

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



	March 31, 2019			December 31, 2018
ASSETS	(unaudited)
Commercial real estate properties, at cost:
Land	$	201,196		$	201,196
Development costs	7,987			7,987
Building and improvements	2,727,497			2,675,303
	2,936,680			2,884,486
Less: accumulated depreciation	(777,794		)	(747,304		)
Commercial real estate properties, net	2,158,886			2,137,182
Cash and cash equivalents	242,910			204,981
Restricted cash	61,766			65,832
Short-term investments	350,000			400,000
Tenant and other receivables, net of allowance of $488 as of December 31, 2018	22,052			29,437
Deferred rent receivables, net of allowance $19 as of December 31, 2018	206,307			200,903
Prepaid expenses and other assets	37,766			64,345
Deferred costs, net	233,382			241,223
Acquired below-market ground leases, net	358,440			360,398
Right of use assets	29,452			—
Goodwill	491,479			491,479
Total assets	$	4,192,440		$	4,195,780
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	607,823		$	608,567
Senior unsecured notes, net	1,047,078			1,046,219
Unsecured term loan facility, net	264,271			264,147
Unsecured revolving credit facility	—			—
Accounts payable and accrued expenses	127,986			130,676
Acquired below-market leases, net	48,731			52,450
Ground lease liabilities	29,452			—
Deferred revenue and other liabilities	43,339			44,810
Tenants’ security deposits	56,559			57,802
Total liabilities	2,225,239			2,204,671
Commitments and contingencies
Equity:
Empire State Realty Trust, Inc. stockholders' equity:
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, none issued or outstanding	—			—
Class A common stock, $0.01 par value per share, 400,000,000 shares authorized, 175,557,910 shares issued and outstanding and 173,872,536 shares issued and outstanding in 2019 and 2018, respectively	1,755			1,739
Class B common stock, $0.01 par value per share, 50,000,000 shares authorized, 1,035,327 and 1,038,090 shares issued and outstanding in 2019 and 2018, respectively	10			10
Additional paid-in capital	1,207,386			1,204,075
Accumulated other comprehensive loss	(13,130		)	(8,853		)
Retained earnings	28,668			41,511
Total Empire State Realty Trust, Inc.'s stockholders' equity	1,224,689			1,238,482
Non-controlling interests in operating partnership	734,508			744,623
Private perpetual preferred units, $16.62 per unit liquidation preference, 1,560,360 issued and outstanding in 2019 and 2018	8,004			8,004
Total equity	1,967,201			1,991,109
Total liabilities and equity	$	4,192,440		$	4,195,780

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Income

(unaudited)

(amounts in thousands, except per share amounts)



	Three Months Ended March 31,
	2019			2018
Revenues:
Rental revenue	$	143,417		$	122,311
Tenant expense reimbursement	—			17,794
Observatory revenue	20,569			21,249
Lease termination fees	388			622
Third-party management and other fees	320			463
Other revenue and fees	2,599			4,832
Total revenues	167,293			167,271
Operating expenses:
Property operating expenses	42,955			44,185
Ground rent expenses	2,331			2,331
General and administrative expenses	14,026			12,628
Observatory expenses	7,575			7,336
Real estate taxes	28,232			26,744
Depreciation and amortization	46,098			39,883
Total operating expenses	141,217			133,107
Total operating income	26,076			34,164
Other income (expense):
Interest income	3,739			1,225
Interest expense	(20,689		)	(17,591		)
Income before income taxes	9,126			17,798
Income tax benefit	730			260
Net income	9,856			18,058
Private perpetual preferred unit distributions	(234		)	(234		)
Net income attributable to non-controlling interests	(3,945		)	(8,056		)
Net income attributable to common stockholders	$	5,677		$	9,768

Total weighted average shares:
Basic	175,850			162,667
Diluted	298,049			296,827

Earnings per share attributable to common stockholders:
Basic	$	0.03		$	0.06
Diluted	$	0.03		$	0.06

Dividends per share	$	0.105		$	0.105

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited)

(amounts in thousands)



	Three Months Ended March 31,
	2019			2018
Net income	$	9,856		$	18,058
Other comprehensive income (loss):
Unrealized gain (loss) on valuation of interest rate swap agreements	(7,390		)	4,180
Less: amount reclassified into interest expense	149			599
Other comprehensive income (loss)	(7,241		)	4,779
Comprehensive income	2,615			22,837
Net income attributable to non-controlling interests and private perpetual preferred unitholders	(4,179		)	(8,290		)
Other comprehensive (income) loss attributable to non-controlling interests	2,969			(2,160		)
Comprehensive income attributable to common stockholders	$	1,405		$	12,387

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Stockholders' Equity

For The Three Months Ended March 31, 2019

(unaudited)

(amounts in thousands)



	Number of Class A Common Shares	Class A Common Stock		Number of Class B Common Shares		Class B Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Stockholders' Equity			Non-controlling Interests			Private Perpetual Preferred Units			Total Equity

Balance at December 31, 2018	173,874	$	1,739	1,038		$	10	$	1,204,075	$	(8,853	)	$	41,511		$	1,238,482		$	744,623		$	8,004		$	1,991,109
Conversion of operating partnership units and Class B shares to Class A shares	1,625	16		(3	)	—		3,271		(5		)	—			3,282			(3,282		)	—			—
Equity compensation:
LTIP units	—	—		—		—		—		—			—			—			5,379			—			5,379
Restricted stock, net of forfeitures	59	—		—		—		40		—			—			40			—			—			40
Dividends and distributions	—	—		—		—		—		—			(18,520		)	(18,520		)	(13,188		)	(234		)	(31,942		)
Net income	—	—		—		—		—		—			5,677			5,677			3,945			234			9,856
Other comprehensive income (loss)	—	—		—		—		—		(4,272		)	—			(4,272		)	(2,969		)	—			(7,241		)
Balance at March 31, 2019	175,558	$	1,755	1,035		$	10	$	1,207,386	$	(13,130	)	$	28,668		$	1,224,689		$	734,508		$	8,004		$	1,967,201

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Stockholders' Equity

For The Three Months Ended March 31, 2018

(unaudited)

(amounts in thousands)



	Number of Class A Common Shares	Class A Common Stock		Number of Class B Common Shares		Class B Common Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total Stockholders' Equity			Non-controlling Interests			Private Perpetual Preferred Units			Total Equity

Balance at December 31, 2017	160,425	$	1,604	1,052		$	11		$	1,128,460		$	(8,555	)	$	46,762		1,168,282			$	801,451		$	8,004		$	1,977,737
Conversion of operating partnership units and Class B shares to Class A shares	2,870	29		(4	)	(1		)	10,162			(101		)	—			10,089			(10,089		)	—			—
Equity compensation:
LTIP units	—	—		—		—			—			—			—			—			4,577			—			4,577
Restricted stock, net of forfeitures	26	—		—		—			(22		)				—			(22		)	—			—			(22		)
Dividends and distributions	—	—		—		—			—			—			(17,207		)	(17,207		)	(14,350		)	(234		)	(31,791		)
Net income	—	—		—		—			—			—			9,768			9,768			8,056			234			18,058
Other comprehensive income (loss)	—	—		—		—			—			2,619			—			2,619			2,160			—			4,779
Balance at March 31, 2018	163,321	$	1,633	1,048		$	10		$	1,138,600		$	(6,037	)	$	39,323		$	1,173,529		$	791,805		$	8,004		$	1,973,338

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(amounts in thousands)



	Three Months Ended March 31,
	2019			2018
Cash Flows From Operating Activities
Net income	$	9,856		$	18,058
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	46,098			39,883
Amortization of non-cash items within interest expense	2,074			993
Amortization of acquired above- and below-market leases, net	(2,354		)	(1,168		)
Amortization of acquired below-market ground leases	1,958			1,958
Straight-lining of rental revenue	(5,404		)	(5,853		)
Equity based compensation	5,419			4,555
Increase (decrease) in cash flows due to changes in operating assets and liabilities:
Security deposits	(1,243		)	(3,637		)
Tenant and other receivables	7,385			2,989
Deferred leasing costs	(3,270		)	(7,372		)
Prepaid expenses and other assets	24,046			25,738
Accounts payable and accrued expenses	(5,192		)	(4,176		)
Deferred revenue and other liabilities	(1,471		)	(3,408		)
Net cash provided by operating activities	77,902			68,560
Cash Flows From Investing Activities
Short-term investments	50,000			—
Additions to building and improvements	(61,163		)	(44,112		)
Net cash used in investing activities	(11,163		)	(44,112		)

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(unaudited)

(amounts in thousands)



	Three Months Ended March 31,
	2019			2018
Cash Flows From Financing Activities
Proceeds from mortgage notes payable	—			160,000
Repayment of mortgage notes payable	(934		)	(263,863		)
Proceeds from unsecured senior notes	—			335,000
Deferred financing costs	—			(1,821		)
Private perpetual preferred unit distributions	(234		)	(234		)
Dividends paid to common stockholders	(18,520		)	(17,207		)
Distributions paid to non-controlling interests in the operating partnership	(13,188		)	(14,350		)
Net cash provided by (used in) financing activities	(32,876		)	197,525
Net increase in cash and cash equivalents and restricted cash	33,863			221,973
Cash and cash equivalents and restricted cash—beginning of period	270,813			530,197
Cash and cash equivalents and restricted cash—end of period	$	304,676		$	752,170

Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	204,981		$	464,344
Restricted cash at beginning of period	65,832			65,853
Cash and cash equivalents and restricted cash at beginning of period	$	270,813		$	530,197

Cash and cash equivalents at end of period	$	242,910		$	690,471
Restricted cash at end of period	61,766			61,699
Cash and cash equivalents and restricted cash at end of period	$	304,676		$	752,170

Supplemental disclosures of cash flow information:
Cash paid for interest	$	20,768		$	16,989
Cash paid for income taxes	$	1,075		$	659

Non-cash investing and financing activities:
Building and improvements included in accounts payable and accrued expenses	$	82,399		$	74,008
Write-off of fully depreciated assets	6,126			8,922
Derivative instruments at fair values included in prepaid expenses and other assets	3			4,103
Derivative instruments at fair values included in accounts payable and accrued expenses	10,336			—
Conversion of operating partnership units and Class B shares to Class A shares	3,282			10,089
Right of use assets	29,452			—
Ground lease liabilities	29,452			—

The accompanying notes are an integral part of these consolidated financial statements

Empire State Realty Trust, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Description of Business and Organization

As used in these condensed consolidated financial statements, unless the context otherwise requires, “we,” “us,” “our,” the “company,” and "ESRT" mean Empire State Realty Trust, Inc. and its consolidated subsidiaries.

We are a self-administered and self-managed 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.

As of March 31, 2019 , our total portfolio contained 10.1 million rentable square feet of office and retail space. We owned 14 office properties (including three long-term ground leasehold interests) encompassing approximately 9.4 million rentable square feet of office space. Nine of these properties are located in the midtown Manhattan market and aggregate approximately 7.6 million rentable square feet of office space, including the Empire State Building. Our Manhattan office properties also contain an aggregate of 512,632 rentable square feet of retail space on their ground floor and/or contiguous levels. Our remaining five office properties are located in Fairfield County, Connecticut and Westchester County, New York, encompassing in the aggregate approximately 1.8 million rentable square feet. The majority of square footage for these five properties is located in densely populated metropolitan communities with immediate access to mass transportation. Additionally, we have entitled land at the Stamford Transportation Center in Stamford, Connecticut, adjacent to one of our office properties, that will support the development of an approximately 380,000 rentable square foot office building and garage. As of March 31, 2019 , our portfolio included four standalone retail properties located in Manhattan and two standalone retail properties located in the city center of Westport, Connecticut, encompassing 205,595 rentable square feet in the aggregate.

We were organized as a Maryland corporation on July 29, 2011 and commenced operations upon completion of our initial public offering and related formation transactions on October 7, 2013. Our operating partnership, Empire State Realty OP, L.P. (the "Operating Partnership"), holds substantially all of our assets and conducts substantially all of our business. As of March 31, 2019 , we owned approximately 57.9% of the aggregate operating partnership units in the Operating Partnership. We, as the sole general partner in the Operating Partnership, have responsibility and discretion in the management and control of the Operating Partnership, and the limited partners in the Operating Partnership, in such capacity, have no authority to transact business for, or participate in the management activities of, the Operating Partnership. Accordingly, the Operating Partnership has been consolidated by us. We elected to be taxed as a REIT and operate in a manner that we believe allows us to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2013.

2. Summary of Significant Accounting Policies

There have been no material changes to the summary of significant accounting policies included in the section entitled "Summary of Significant Accounting Policies" in our December 31, 2018 Annual Report on Form 10-K, with the exception of the adoption of Financial Accounting Standards Board ("FASB") Topic 842, Lease Accounting on January 1, 2019.

We adopted FASB Topic 842, Lease Accounting, using the modified retrospective approach on January 1, 2019 and elected to apply the transition provisions of the standard at adoption. As such, the prior period amounts presented under ASC 840 were not restated to conform with the 2019 presentation. We adopted the practical expedient in Topic 842, which allows us to avoid separating lease and non-lease rental income. Consequently, all rental income earned pursuant to tenant leases in 2019 is reflected as one category, “Rental Revenue,” in the 2019 consolidated statement of income.

Topic 842 also requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The adoption of this standard resulted in the recognition of right-of-use assets and lease liabilities for our operating leases on our balance sheet of approximately $29.5 million .

In addition, under Topic 842, lessors may only capitalize incremental direct leasing costs. As a result, we no longer capitalize our non-contingent leasing costs and instead are expensing these costs as incurred. These costs totaled $1.1 million for the three months ended March 31, 2019.

Basis of Quarterly Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments and eliminations (including intercompany balances and transactions), consisting of normal recurring adjustments, considered necessary for the fair presentation of the financial statements have been included.

The results of operations for the periods presented are not necessarily indicative of the results that may be expected for the corresponding full years. These financial statements should be read in conjunction with the financial statements and accompanying notes included in the financial statements for the year ended December 31, 2018 contained in our Annual Report on Form 10-K. We do not consider our business to be subject to material seasonal fluctuations, except that our observatory business is subject to tourism seasonality. During the past ten years, approximately 16.0% to 18.0% of our annual observatory revenue was realized in the first quarter, 26.0% to 28.0% was realized in the second quarter, 31.0% to 33.0% was realized in the third quarter and 23.0% to 25.0% was realized in the fourth quarter.

We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members. For variable interest entities ("VIE"), we consolidate the entity if we are deemed to have a variable interest in the entity and through that interest we are deemed the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. The Operating Partnership is a variable interest entity of our company, Empire State Realty Trust, Inc. As the Operating Partnership is already consolidated in the financial statements of Empire State Realty Trust, Inc., the identification of this entity as a variable interest entity has no impact on our consolidated financial statements.

We will assess the accounting treatment for each investment we may have in the future. This assessment will include a review of each entity’s organizational agreement to determine which party has what rights and whether those rights are protective or participating. For all VIEs, we will review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity’s economic performance and benefit. In situations where we or our partner could approve, among other things, the annual budget, or leases that cover more than a nominal amount of space relative to the total rentable space at each property, we would not consolidate the investment as we consider these to be substantive participation rights that result in shared power of the activities that would most significantly impact the performance and benefit of such joint venture investment.

A non-controlling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Non-controlling interests are required to be presented as a separate component of equity in the condensed consolidated balance sheets and in the condensed consolidated statements of income by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.

Accounting Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to use estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Significant items subject to such estimates and assumptions include allocation of the purchase price of acquired real estate properties among tangible and intangible assets, determination of the useful life of real estate properties and other long-lived assets, valuation and impairment analysis of commercial real estate properties, right of use assets and other long-lived assets, estimate of tenant expense reimbursements, valuation of the allowance for doubtful accounts, and valuation of derivative instruments, ground lease liabilities, senior unsecured notes, mortgage notes payable, unsecured term loan and revolving credit facilities, and equity based compensation. These estimates are prepared using management’s best judgment, after considering past, current, and expected events and economic conditions. Actual results could differ from those estimates.

Reclassification

The prior year balance of other revenues and fees has been reclassified to separately present interest income in the 2018 consolidated statement of income to conform to our current year presentation.

Recentl y Issued or Adopted Accounting Standards

During August 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force), which contain amendments that align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Accordingly, for entities in a hosting arrangement that is a service contract, costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The amendments in ASU No. 2018-15 also require the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendments are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in any interim period. The amendments in ASU No. 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are evaluating the impact of adopting this new accounting standard on our consolidated financial statements.

During January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which contain amendments that modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. ASU No. 2017-04 should be applied on a prospective basis and the amendments adopted for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are evaluating the impact of adopting this new accounting standard on our consolidated financial statements.

During June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which contains amendments that replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU No. 2016-13 will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Earlier adoption as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, is permitted. The amendments must be adopted through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified retrospective approach). We are evaluating the impact of adopting this new accounting standard on our consolidated financial statements.

During February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In addition, lessors may only capitalize incremental direct leasing costs. Subsequent amendments to ASU No. 2016-02 also provide lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component provided that (1) the timing and pattern of transfer are the same for the nonlease components and associated lease component and (2) the lease component, if accounted separately, would be classified as an operating lease. We adopted this standard and related amendments on January 1, 2019 and elected the available practical expedients. Such adoption resulted in the recognition of right-of-use assets and lease liabilities for our operating leases on our balance sheet of approximately recognition of right-of-use assets and lease liabilities for our operating leases on our balance sheet of approximately $29.5 million .

3. Deferred Costs, Acquired Lease Intangibles and Goodwill

Deferred costs, net, consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands):



	March 31, 2019			December 31, 2018
Leasing costs	$	179,468		$	178,120
Acquired in-place lease value and deferred leasing costs	214,146			214,550
Acquired above-market leases	51,489			52,136
	445,103			444,806
Less: accumulated amortization	(217,462		)	(209,839		)
Total deferred costs, net, excluding net deferred financing costs	$	227,641		$	234,967

At March 31, 2019 and December 31, 2018, $5.7 million and $6.3 million , respectively, of net deferred financing costs associated with the unsecured revolving credit facility was included in deferred costs, net on the condensed consolidated balance sheet.

Amortization expense related to deferred leasing costs and acquired deferred leasing costs was $ 6.2 million and $6.2 million for the three months ended March 31, 2019 and 2018, respectively. Amortization expense related to acquired lease intangibles was $3.2 million and $3.4 million for the three months ended March 31, 2019 and 2018, respectively.

Amortizing acquired intangible assets and liabilities consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands):



	March 31, 2019			December 31, 2018
Acquired below-market ground leases	$	396,916		$	396,916
Less: accumulated amortization	(38,476		)	(36,518		)
Acquired below-market ground leases, net	$	358,440		$	360,398



	March 31, 2019			December 31, 2018
Acquired below-market leases	$	(118,113	)	$	(118,462	)
Less: accumulated amortization	69,382			66,012
Acquired below-market leases, net	$	(48,731	)	$	(52,450	)

Rental revenue related to the amortization of below-market leases, net of above-market leases, was $2.4 million and $1.2 million for the three months ended March 31, 2019 and 2018, respectively.

As of March 31, 2019 , we had goodwill of $491.5 million . Goodwill was allocated $227.5 million to the observatory reportable segment and $264.0 million to the real estate segment.

4. Debt

Debt consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands):



	Principal Balance						As of March 31, 2019
	March 31, 2019			December 31, 2018			Stated Rate		Effective Rate ⁽¹⁾		Maturity Date ⁽²⁾
Mortgage debt collateralized by:
Fixed rate mortgage debt
Metro Center	$	91,298		$	91,838		3.59	%	3.68	%	11/5/2024
10 Union Square	50,000			50,000			3.70	%	3.97	%	4/1/2026
1542 Third Avenue	30,000			30,000			4.29	%	4.53	%	5/1/2027
First Stamford Place ⁽³⁾	180,000			180,000			4.28	%	4.39	%	7/1/2027
1010 Third Avenue and 77 West 55th Street	38,812			38,995			4.01	%	4.22	%	1/5/2028
10 Bank Street	33,568			33,779			4.23	%	4.36	%	6/1/2032
383 Main Avenue	30,000			30,000			4.44	%	4.55	%	6/30/2032
1333 Broadway	160,000			160,000			4.21	%	4.29	%	2/5/2033
Total mortgage debt	613,678			614,612
Senior unsecured notes - exchangeable	250,000			250,000			2.63	%	3.93	%	8/15/2019
Senior unsecured notes: ⁽⁶⁾
Series A	100,000			100,000			3.93	%	3.96	%	3/27/2025
Series B	125,000			125,000			4.09	%	4.12	%	3/27/2027
Series C	125,000			125,000			4.18	%	4.21	%	3/27/2030
Series D	115,000			115,000			4.08	%	4.11	%	1/22/2028
Series E	160,000			160,000			4.26	%	4.27	%	3/22/2030
Series F	175,000			175,000			4.44	%	4.45	%	3/22/2033
Unsecured revolving credit facility ⁽⁶⁾	—			—			⁽⁴⁾		⁽⁴⁾		8/29/2021
Unsecured term loan facility ⁽⁶⁾	265,000			265,000			⁽⁵⁾		⁽⁵⁾		8/29/2022
Total principal	1,928,678			1,929,612
Unamortized discount, net of unamortized premium	(980		)	(1,647		)
Deferred financing costs, net	(8,526		)	(9,032		)
Total	$	1,919,172		$	1,918,933

______________


(1)	The effective rate is the yield as of March 31, 2019 , including the effects of debt issuance costs and the amortization of the fair value of debt adjustment.


(2)	Pre-payment is generally allowed for each loan upon payment of a customary pre-payment penalty.


(3)	Represents a $164 million mortgage loan bearing interest at 4.09% and a $16 million loan bearing interest at 6.25% .


(4)	At March 31, 2019 , the unsecured revolving credit facility bears a floating rate at 30 day LIBOR plus 1.10% . The rate at March 31, 2019 was 3.59% .


(5)	The unsecured term loan facility bears a floating rate at 30 day LIBOR plus 1.20% . Pursuant to an interest rate swap agreement, the LIBOR rate is fixed at 2.1485% through maturity. The rate at March 31, 2019 was 3.35% .


(6)	At March 31, 2019 , we were in compliance with all debt covenants.

Principal Payments

Aggregate required principal payments at March 31, 2019 are as follows (amounts in thousands):



Year	Amortization		Maturities		Total
2019	$	2,856	$	250,000	$	252,856
2020	3,938		—		3,938
2021	4,090		—		4,090
2022	5,628		265,000		270,628
2023	7,876		—		7,876
Thereafter	33,868		1,355,422		1,389,290
Total	$	58,256	$	1,870,422	$	1,928,678

Deferred Financing Costs

Deferred financing costs, net, consisted of the following at March 31, 2019 and December 31, 2018 (amounts in thousands):



	March 31, 2019			December 31, 2018
Financing costs	$	25,315		$	25,315
Less: accumulated amortization	(11,047		)	(10,027		)
Total deferred financing costs, net	$	14,268		$	15,288

Amortization expense related to deferred financing costs was $1.0 million and $1.0 million for the three months ended March 31, 2019 and 2018, respectively.

Unsecured Revolving Credit and Term Loan Facility

During August 2017, through the Operating Partnership, we entered into an amended and restated senior unsecured revolving credit and term loan facility (the “Facility”) with Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo, National Association and Capital One, National Association, as co-syndication agents, and the lenders party thereto.

The Facility is in the original principal amount of up to $1.365 billion , which consists of a $1.1 billion revolving credit facility and a $265 million term loan facility. We may request the Facility be increased through one or more increases in the revolving credit facility or one or more increases in the term loan facility or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $1.75 billion .

The initial maturity of the unsecured revolving credit facility is August 2021. We have the option to extend the initial term for up to two additional 6 -month periods, subject to certain conditions, including the payment of an extension fee equal to 0.0625% and 0.075% of the then outstanding commitments under the unsecured revolving credit facility on the first and the second extensions, respectively. The term loan facility matures on August 2022. We may prepay the loans under the Facility at any time, subject to reimbursement of the lenders’ breakage and redeployment costs in the case of prepayment of Eurodollar Rate borrowings.

Exchangeable Senior Notes

Issued in August 2014, the $250.0 million 2.625% Exchangeable Senior Notes (“ 2.625% Exchangeable Senior Notes”) are due August 15, 2019. The 2.625% Exchangeable Senior Notes will be exchangeable into cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election. We have asserted that it is our intent and ability to settle the principal amount of the 2.625% Exchangeable Senior Notes in cash. As of March 31, 2019 , the exchange rate of the 2.625% Exchangeable Senior Notes was 52.0764 shares per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $19.20 per share of Class A common stock), subject to adjustment, as described in the related indenture governing the 2.625% Exchangeable Senior Notes.

For the three months ended March 31, 2019 , total interest expense related to the 2.625% Exchangeable Senior Notes was $2.4 million , consisting of (i) the contractual interest expense of $1.6 million , (ii) the additional non-cash interest expense of $0.7 million relating to the accretion of the debt discount and (iii) the amortization of deferred financing costs of $0.1 million . For the three months ended March 31, 2018 , total interest expense related to the 2.625% Exchangeable Senior Notes was $ 2.4 million , consisting of (i) the contractual interest expense of $1.6 million , (ii) the additional non-cash interest expense of $0.7 million relating to the accretion of the debt discount, and (iii) the amortization of deferred financing costs of $0.1 million .

5. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands):



	March 31, 2019		December 31, 2018
Accrued capital expenditures	$	82,399	$	85,242
Accounts payable and accrued expenses	29,426		34,585
Interest rate swap agreements liability	10,336		5,243
Accrued interest payable	3,410		4,990
Due to affiliated companies	2,415		616
Total accounts payable and accrued expenses	$	127,986	$	130,676

6. Financial Instruments and Fair Values

Derivative Financial Instruments

We use derivative financial instruments primarily to manage interest rate risk and such derivatives are not considered speculative. These derivative instruments are typically in the form of interest rate swap and forward agreements and the primary objective is to minimize interest rate risks associated with investing and financing activities. The counterparties of these arrangements are major financial institutions with which we may also have other financial relationships. We are exposed to credit risk in the event of non-performance by these counterparties; however, we currently do not anticipate that any of the counterparties will fail to meet their obligations.

We have agreements with our derivative counterparties that contain a provision where if we either default or are capable of being declared in default on any of our indebtedness, then we could also be declared in default on our derivative obligations. As of March 31, 2019 , the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $10.4 million . If we had breached any of these provisions at March 31, 2019, we could have been required to settle our obligations under the agreements at their termination value of $10.4 million .

As of March 31, 2019 and December 31, 2018, we had interest rate LIBOR swaps with an aggregate notional value of $515.0 million and $515.0 million , respectively. The notional value does not represent exposure to credit, interest rate or market risks. As of March 31, 2019 , the fair value of our derivative instruments amounted to $(10.3) million which is included in accounts payable and accrued expenses on the condensed consolidated balance sheet. As of December 31, 2018, the fair value of our derivative instruments amounted to $2.5 million which is included in prepaid expenses and other assets and $(5.2) million which is included in accounts payable and accrued expenses on the condensed consolidated balance sheet. These interest rate swaps have been designated as cash flow hedges and hedge the variability in future cash flows associated with our existing variable-rate term loan facility and with a forecast refinancing of our exchangeable senior notes.

As of March 31, 2019 and 2018, our cash flow hedges are deemed highly effective and a net unrealized gain (loss) of $(7.2) million and $4.8 million for the three months ended March 31, 2019 and 2018, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the condensed consolidated statements of comprehensive income. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the debt. We estimate that $(2.0) million net loss of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months.

The table below summarizes the terms of agreements and the fair values of our derivative financial instruments as of March 31, 2019 and December 31, 2018 (dollar amounts in thousands):



							March 31, 2019					December 31, 2018
Derivative	Notional Amount		Receive Rate	Pay Rate	Effective Date	Expiration Date	Asset		Liability			Asset		Liability
Interest rate swap	$	265,000	1 Month LIBOR	2.1485%	August 31, 2017	August 24, 2022	$	3	$	—		$	2,536	$	—
Interest rate swap	125,000		3 Month LIBOR	2.9580%	July 1, 2019	July 1, 2026	—		(5,168		)	—		(2,623		)
Interest rate swap	125,000		3 Month LIBOR	2.9580%	July 1, 2019	July 1, 2026	—		(5,168		)	—		(2,620		)
							$	3	$	(10,336	)	$	2,536	$	(5,243	)

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss) for the three months ended March 31, 2019 and 2018 (amounts in thousands):



	Three Months Ended
Effects of Cash Flow Hedges	March 31, 2019			March 31, 2018
Amount of gain (loss) recognized in other comprehensive income (loss)	$	(7,390	)	$	4,180
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense	(149		)	(599		)

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the condensed consolidated statements of income for the three months ended March 31, 2019 and 2018 (amounts in thousands):



	Three Months Ended
Effects of Cash Flow Hedges	March 31, 2019			March 31, 2018
Total interest (expense) presented in the condensed consolidated statements of income in which the effects of cash flow hedges are recorded	$	(20,689	)	$	(17,591	)
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense	(149		)	(599		)

Fair Valuation

The estimated fair values at March 31, 2019 and December 31, 2018 were determined by management, using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The fair value of our senior unsecured notes - exchangeable was derived from quoted prices in active markets and is classified as Level 2 since trading volumes are low.

The fair value of derivative instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. Although the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by ourselves and our counterparties. The impact of such credit valuation adjustments, determined based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of our derivatives were classified as Level 2 of the fair value hierarchy.

The fair value of our mortgage notes payable, senior unsecured notes - Series A, B, C, D, E and F, unsecured term loan facility and ground lease liabilities which are determined using Level 3 inputs, are estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made to us.

The following tables summarize the carrying and estimated fair values of our financial instruments as of March 31, 2019 and December 31, 2018 (amounts in thousands):



	March 31, 2019
			Estimated Fair Value
	Carrying Value		Total		Level 1		Level 2		Level 3
Interest rate swaps included in prepaid expenses and other assets	$	3	$	3	$	—	$	3	$	—
Interest rate swaps included in accounts payable and accrued expenses	10,336		10,336		—		10,336		—
Mortgage notes payable	607,823		609,901		—		—		609,901
Senior unsecured notes - Exchangeable	248,745		248,750		—		248,750		—
Senior unsecured notes - Series A, B, C, D, E and F	798,333		813,490		—		—		813,490
Unsecured term loan facility	264,271		265,000		—		—		265,000
Ground lease liabilities	29,452		29,452		—		—		29,452



	December 31, 2018
			Estimated Fair Value
	Carrying Value		Total		Level 1		Level 2		Level 3
Interest rate swaps included in prepaid expenses and other assets	$	2,536	$	2,536	$	—	$	2,536	$	—
Interest rate swaps included in accounts payable and accrued expenses	5,243		5,243		—		5,243		—
Mortgage notes payable	608,567		597,424		—		—		597,424
Senior unsecured notes - Exchangeable	247,930		250,625		—		250,625		—
Senior unsecured notes - Series A, B, C, D, E and F	798,289		795,662		—		—		795,662
Unsecured term loan facility	264,147		265,000		—		—		265,000

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of March 31, 2019 and December 31, 2018. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

7. Leases

Lessor

We lease various spaces to tenants over terms ranging from one to 21 years. Certain leases have renewal options for additional terms. The leases provide for base monthly rentals and reimbursements for real estate taxes, escalations linked to the consumer price index or common area maintenance known as operating expense escalation. Operating expense reimbursements are reflected in our March 31, 2019 condensed consolidated statement of income as rental revenue and in our March 31, 2018 condensed consolidated statement of income as tenant expense reimbursement.

Lessee

We make payments under ground leases related to three of our properties. Minimum rent is expensed on a straight-line basis over the non-cancellable term of the leases. The ground leases are due to expire between the years 2050 and 2077. Future minimum lease payments to be paid over the terms of the leases are as follows (amounts in thousands):



2019	$	1,138
2020	1,518
2021	1,518
2022	1,518
2023	1,518
Thereafter	68,298
	$	75,508

8. Commitments and Contingencies

Legal Proceedings

Except as described below, as of March 31, 2019 , we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants. We believe that the costs and related liabilities, if any, which may result from such actions will not materially affect our condensed consolidated financial position, operating results or liquidity.

As previously disclosed, in October 2014, 12 former investors in Empire State Building Associates L.L.C. (“ESBA”), which prior to the initial public offering of our company (the "Offering"), owned the fee title to the Empire State Building, filed an arbitration with the American Arbitration Association against Peter L. Malkin, Anthony E. Malkin, Thomas N. Keltner, Jr., and our subsidiary ESRT MH Holdings LLC, the former supervisor of ESBA, as respondents. The statement of claim (also filed later in federal court in New York for the expressed purpose of tolling the statute of limitations) alleges breach of fiduciary duty and related claims in connection with the Offering and formation transactions and seeks monetary damages and declaratory relief. These investors had opted out of a prior class action bringing similar claims that was settled with court approval. The respondents filed an answer and counterclaims. In March 2015, the federal court action was stayed on consent of all parties pending the arbitration. Arbitration hearings for a select number of sessions started in May 2016 and concluded in August 2018. Post-hearing briefing is currently scheduled to be completed by September 9, 2019.

The respondents believe the allegations in the arbitration are entirely without merit, and they intend to continue to defend them vigorously.

Pursuant to indemnification agreements which were made with our directors, executive officers and chairman emeritus as part of our formation transactions, Anthony E. Malkin, Peter L. Malkin and Thomas N. Keltner, Jr. have defense and indemnity rights from us with respect to this arbitration.

Unfunded Capital Expenditures

At March 31, 2019 , we estimate that we will incur approximately $99.4 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements. We expect to fund these capital expenditures with operating cash flow, additional property level mortgage financings, our unsecured credit facility, cash on hand and other borrowings. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs. We expect that these financing requirements will be met in a similar fashion.

Concentration of Credit Risk

Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, tenant and other receivables and deferred rent receivables. At March 31, 2019 , we held on deposit at various major financial institutions cash and cash equivalents, restricted cash and short-term investment balances in excess of amounts insured by the Federal Deposit Insurance Corporation.

Asset Retirement Obligations

We are required to accrue costs that we are legally obligated to incur on retirement of our properties which result from acquisition, construction, development and/or normal operation of such properties. Retirement includes sale, abandonment or disposal of a property. Under that standard, a conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement is conditional on a future event that may or may not be within a company’s control and a liability for a conditional asset retirement obligation must be recorded if the fair value of the obligation can be reasonably estimated. Environmental site assessments and investigations have identified asbestos or asbestos-containing building materials in certain of our properties. As of March 31, 2019 , management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates. As such, we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligation. However, ongoing asbestos abatement, maintenance programs and other required documentation are carried out as required and related costs are expensed as incurred.

Other Environmental Matters

Certain of our properties have been inspected for soil contamination due to pollutants, which may have occurred prior to our ownership of these properties or subsequently in connection with its development and/or its use. Required remediation to such properties has been completed, and as of March 31, 2019 , management believes that there are no obligations related to

environmental remediation other than maintaining the affected sites in conformity with the relevant authority’s mandates and filing the required documents. All such maintenance costs are expensed as incurred. We expect that resolution of the environmental matters relating to the above will not have a material impact on our business, assets, consolidated financial condition, results of operations or liquidity. However, we cannot be certain that we have identified all environmental liabilities at our properties, that all necessary remediation actions have been or will be undertaken at our properties or that we will be indemnified, in full or at all, in the event that such environmental liabilities arise.

Insurance Coverage

We carry insurance coverage on our properties of types and in amounts with deductibles that we believe are in line with coverage customarily obtained by owners of similar properties.

9. Equity

Shares and Units

An operating partnership unit of the Operating Partnership ("OP Unit") and a share of our common stock have essentially the same economic characteristics as they receive the same per unit profit distributions of the Operating Partnership. On the one -year anniversary of issuance, an OP Unit may be tendered for redemption for cash; however, we have sole and absolute discretion, and sufficient authorized common stock, to exchange OP Units for shares of common stock on a one-for-one basis instead of cash.

Long-term incentive plan ("LTIP") units are a special class of partnership interests in the Operating Partnership. Each LTIP unit awarded will be deemed equivalent to an award of one share of stock under the First Amended and Restated Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2013 Equity Incentive Plan ("2013 Plan"), reducing the availability for other equity awards on a one-for-one basis. The vesting period for LTIP units, if any, will be determined at the time of issuance. Under the terms of the LTIP units, the Operating Partnership will revalue for tax purposes its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of OP unitholders. Subject to any agreed upon exceptions, once vested and having achieved parity with OP unitholders, LTIP units are convertible into OP Units in the Operating Partnership on a one-for-one basis.

LTIP units subject to time based vesting, whether vested or not, receive the same per unit distributions as OP units, which equal per share dividends (both regular and special) on our common stock. Performance based LTIP units receive 10% of such distributions currently, unless and until such LTIP units are earned based on performance, at which time they will receive the accrued and unpaid 90% and will commence receiving 100% of such distributions thereafter.

The following is net income attributable to common stockholders and the issuance of our Class A shares in exchange for the conversion of OP Units into common stock (amounts in thousands):



	Three Months Ended
	March 31, 2019		March 31, 2018
Net income attributable to common stockholders	$	5,677	$	9,768
Increase in additional paid-in capital for the conversion of OP Units into common stock	3,271		10,162
Change from net income attributable to common stockholders and transfers from non-controlling interests	$	8,948	$	19,930

As of March 31, 2019 , there were 304,825,887 OP Units outstanding, of which 176,593,237 , or 57.9% , were owned by us and 128,232,650 , or 42.1% , were owned by other partners, including certain directors, officers and other members of executive management.

Dividends and Distributions

Total dividends paid to common stockholders were $18.5 million and $17.2 million for the three months ended March 31, 2019 and 2018, respectively. Total distributions paid to OP unitholders, excluding inter-company distributions, were $13.2 million and $14.4 million for the three months ended March 31, 2019 and 2018, respectively. Total distributions paid to preferred unitholders were $0.2 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively.

Incentive and Share-Based Compensation

The 2013 Plan provides for grants to directors, employees and consultants consisting of stock options, restricted stock, dividend equivalents, stock payments, performance shares, LTIP units, stock appreciation rights and other incentive awards. An aggregate of 12.2 million shares of our common stock is authorized for issuance under awards granted pursuant to the 2013 Plan, and as of March 31, 2019 , 2.8 million shares of common stock remain available for future issuance.

In March 2019, we made grants of LTIP units to executive officers under the 2013 Plan. At such time, we granted to executive officers a total of 461,693 LTIP units that are subject to time-based vesting and 1,806,520 LTIP units that are subject to performance-based vesting, with fair market values of $6.4 million for the time-based vesting awards and $12.8 million for the performance-based vesting awards. In March 2019 we made grants of LTIP units and restricted stock to certain other employees under the 2013 Plan. At such time, we granted to certain other employees a total of 61,432 LTIP units and 69,358 shares of restricted stock that are subject to time-based vesting and 113,383 LTIP units that are subject to performance-based vesting, with fair market values of $2.0 million for the time-based vesting awards and $0.9 million for the performance-based vesting awards. The awards subject to time-based vesting vest ratably over four years from January 1, 2019, subject generally to the grantee's continued employment. The first installment vests on January 1, 2020 and the remainder will vest thereafter in three equal annual installments. The vesting of the LTIP units subject to performance-based vesting is based on the achievement of relative total stockholder return hurdles over a three -year performance period, commencing on January 1, 2019. Following the completion of the three -year performance period, our compensation committee will determine the number of LTIP units to which the grantee is entitled based on our performance relative to the performance hurdles set forth in the LTIP unit award agreements the grantee entered into in connection with the award grant. These units then vest in two installments, with the first installment vesting on January 1, 2022 and the second installment vesting on January 1, 2023, subject generally to the grantee's continued employment on those dates.

Our named executive officers can elect to receive their annual incentive bonus in any combination of (i) cash or vested LTIP's at the face amount of such bonus or (ii) time-vesting LTIP's which would vest over three years, subject to continued employment, at 125% of such face amount. In March 2019, we made grants of LTIP units to executive officers under the 2013 Plan in connection with the 2018 bonus election program. We granted to executive officers a total of 334,952 LTIP units that are subject to time based vesting with a fair market value of $4.6 million . Of these LTIP units, 26,056 LTIP units vested immediately on the grant date and 308,896 LTIP units vest ratably over three years from January 1, 2019, subject generally to the grantee's continued employment. The first installment vests on January 1, 2020 and the remainder will vest thereafter in two equal annual installments.

Share-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. For the performance-based LTIP units, the fair value of the awards was estimated using a Monte Carlo Simulation model and discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. Our stock price, along with the prices of the comparative indexes, is assumed to follow the Geometric Brownian Motion Process. Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on our stock price and the comparative indexes were estimated based on implied volatilities and historical volatilities using a six -year look-back period. The expected growth rate of the stock prices over the performance period is determined with consideration of the risk free rate as of the grant date. For LTIP unit awards that are time-based, the fair value of the awards was estimated based on the fair value of our stock at the grant date discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units. For restricted stock awards that are time-based, we estimate the stock compensation expense based on the fair value of the stock at the grant date.

LTIP units and restricted stock issued during the three months ended March 31, 2019 were valued at $26.8 million . The weighted-average per unit or share fair value was $9.42 for grants issued in 2019. The per unit or share granted in 2019 was estimated on the respective dates of grant using the following assumptions: an expected life from 2.0 to 5.3 years, a dividend rate of 2.40% , a risk-free interest rate from 2.48% to 2.63% , and an expected price volatility from 17.0% to 22.0% .

No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding in 2019.

The following is a summary of restricted stock and LTIP unit activity for the three months ended March 31, 2019 :



	Restricted Stock		LTIP Units		Weighted Average Grant Fair Value
Unvested balance at December 31, 2018	91,158		5,702,821		$	9.68
Vested	(34,905	)	(547,319	)	15.86
Granted	69,358		2,777,980		9.42
Forfeited or unearned	(236	)	(1,338,267	)	7.08
Unvested balance at March 31, 2019	125,375		6,595,215		$	9.56

The LTIP unit and restricted stock awards will immediately vest upon the later of (i) the date the grantee attains the age of 60 and (ii) the date on which grantee has first completed ten years of continuous service with our company or its affiliates. For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the performance-based awards, and accordingly, we recognized $1.3 million and $1.2 million for the three months ended March 31, 2019 and 2018, respectively. Unrecognized compensation expense was $1.8 million at March 31, 2019 , which will be recognized over a weighted average period of 2.6 years.

For the remainder of the LTIP unit and restricted stock awards, we recognize noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $4.1 million and $3.4 million for the three months ended March 31, 2019 and 2018, respectively. Unrecognized compensation expense was $47.9 million at March 31, 2019 , which will be recognized over a weighted average period of 2.7 years.

Earnings Per Share

Earnings per share for the three months ended March 31, 2019 and 2018 is computed as follows (amounts in thousands, except per share amounts):



	Three Months Ended,
	March 31, 2019			March 31, 2018
Numerator - Basic:
Net income	$	9,856		$	18,058
Private perpetual preferred unit distributions	(234		)	(234		)
Net income attributable to non-controlling interests	(3,945		)	(8,056		)
Earnings allocated to unvested shares	(7		)	(6		)
Net income attributable to common stockholders - basic	$	5,670		$	9,762

Numerator - Diluted:
Net income	$	9,856		$	18,058
Private perpetual preferred unit distributions	(234		)	(234		)
Earnings allocated to unvested shares	(7		)	(6		)
Net income attributable to common stockholders - diluted	$	9,615		$	17,818

Denominator:
Weighted average shares outstanding - basic	175,850			162,667
Operating partnership units	122,199			134,157
Effect of dilutive securities:
Stock-based compensation plans	—			3
Weighted average shares outstanding - diluted	298,049			296,827

Earnings per share:
Basic	$	0.03		$	0.06
Diluted	$	0.03		$	0.06

There were 684 and 419,347 antidilutive shares and LTIP units for the three months ended March 31, 2019 and 2018, respectively.

10. Related Party Transactions

Supervisory Fee Revenue

We earned supervisory fees from entities affiliated with Anthony E. Malkin, our Chairman and Chief Executive Officer, of $0.2 million and $0.3 million for the three months ended March 31, 2019 and 2018, respectively. These fees are included within third-party management and other fees.

Property Management Fee Revenue

We earned property management fees from entities affiliated with Anthony E. Malkin of $0.1 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively. These fees are included within third-party management and other fees.

Other

We receive rent generally at market rental rate for 5,351 square feet of leased space from entities affiliated with Anthony E. Malkin at one of our properties. Under the lease, the tenant has the right to cancel such lease without special payment on 90 days’ notice. We also have a shared use agreement with such tenant, to occupy a portion of the leased premises

as the office location for Peter L. Malkin, our chairman emeritus and employee, utilizing approximately 15% of the space, for which we pay to such tenant an allocable pro rata share of the cost. We also have agreements with these entities and excluded properties and businesses to provide them with general computer-related support services. Total revenue aggregated $0.1 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively.

One of our directors, James D. Robinson IV, is a general partner in an investment fund, which owns more than a 10% economic and voting interest in one of our tenants, OnDeck Capital, with an annualized rent of $4.6 million as of March 31, 2019 .

11. Segment Reporting

We have identified two reportable segments: (1) real estate and (2) observatory. Our real estate segment includes all activities related to the ownership, management, operation, acquisition, redevelopment, repositioning and disposition of our traditional real estate assets. Our observatory segment includes the operation of the 86th and 102nd floor observatories at the Empire State Building. These two lines of businesses are managed separately because each business requires different support infrastructures, provides different services and has dissimilar economic characteristics such as investments needed, stream of revenues and marketing strategies. We account for intersegment sales and rent as if the sales or rent were to third parties, that is, at current market prices.

The following tables provide components of segment profit for each segment for the three months ended March 31, 2019 and 2018 (amounts in thousands):



	Three Months Ended March 31, 2019
	Real Estate			Observatory			Intersegment Elimination			Total
Revenues:
Rental revenue	$	143,417		$	—		$	—		$	143,417
Intercompany rental revenue	14,021			—			(14,021		)	—
Observatory revenue	—			20,569			—			20,569
Lease termination fees	388			—			—			388
Third-party management and other fees	320			—			—			320
Other revenue and fees	2,599			—			—			2,599
Total revenues	160,745			20,569			(14,021		)	167,293
Operating expenses:
Property operating expenses	42,955			—			—			42,955
Intercompany rent expense	—			14,021			(14,021		)	—
Ground rent expense	2,331			—			—			2,331
General and administrative expenses	14,026			—			—			14,026
Observatory expenses	—			7,575			—			7,575
Real estate taxes	28,232			—			—			28,232
Depreciation and amortization	46,091			7			—			46,098
Total operating expenses	133,635			21,603			(14,021		)	141,217
Total operating income (loss)	27,110			(1,034		)	—			26,076
Other income (expense):
Interest income	3,739			—			—			3,739
Interest expense	(20,689		)	—			—			(20,689		)
Income (loss) before income taxes	10,160			(1,034		)	—			9,126
Income tax benefit (expense)	(234		)	964			—			730
Net income (loss)	$	9,926		$	(70	)	$	—		$	9,856
Segment assets	$	3,930,697		$	261,743		$	—		$	4,192,440
Expenditures for segment assets	$	44,531		$	13,789		$	—		$	58,320



	Three Months Ended March 31, 2018
	Real Estate			Observatory		Intersegment Elimination			Total
Revenues:
Rental revenue	$	122,311		$	—	$	—		$	122,311
Intercompany rental revenue	13,561			—		(13,561		)	—
Tenant expense reimbursement	17,794			—		—			17,794
Observatory revenue	—			21,249		—			21,249
Lease termination fees	622			—		—			622
Third-party management and other fees	463			—		—			463
Other revenue and fees	4,832			—		—			4,832
Total revenues	159,583			21,249		(13,561		)	167,271
Operating expenses:
Property operating expenses	44,185			—		—			44,185
Intercompany rent expense	—			13,561		(13,561		)	—
Ground rent expense	2,331			—		—			2,331
General and administrative expenses	12,628			—		—			12,628
Observatory expenses	—			7,336		—			7,336
Real estate taxes	26,744			—		—			26,744
Depreciation and amortization	39,865			18		—			39,883
Total operating expenses	125,753			20,915		(13,561		)	133,107
Total operating income	33,830			334		—			34,164
Other income (expense):
Interest income	1,225			—		—			1,225
Interest expense	(17,591		)	—		—			(17,591		)
Income before income taxes	17,464			334		—			17,798
Income tax (expense) benefit	(307		)	567		—			260
Net income	$	17,157		$	901	$	—		$	18,058
Segment assets	$	3,887,337		$	254,476	$	—		$	4,141,813
Expenditures for segment assets	$	34,797		$	11,553	$	—		$	46,350

12. Subsequent Events

None.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires or indicates, references in this section to “we,” “our,” and “us” refer to our company and its consolidated subsidiaries. The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2018.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions. 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 the negative of these words and phrases or similar words or phrases. In particular, statements pertaining to our capital resources, portfolio performance, dividend policy and results of operations contain forward-looking statements. Likewise, all of our statements regarding anticipated growth in our portfolio from operations, acquisitions and anticipated market conditions, demographics and results of operations are forward-looking statements.

Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control, and you should not rely on them as predictions of future events. Forward-looking statements 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, the real estate markets, either nationally or in Manhattan or the greater New York metropolitan area;


•	reduced demand for office or retail space;


•	decreased rental rates or increased vacancy rates;


•	defaults on, early terminations of, or non-renewal of leases by tenants;


•	insolvency of a major tenant or a significant number of smaller tenants;


•	our failure to redevelop and reposition properties, or to execute any planned capital project, successfully or on the anticipated timeline or at the anticipated costs;


•	difficulties in identifying properties to acquire and completing acquisitions;


•	risks of real estate development and capital projects, including construction delays and cost overruns;


•	inability to manage our properties and our growth effectively;


•	departure of any of our key personnel and challenges in succession transition;


•	declining real estate valuations and impairment charges;


•	termination or expiration of our ground leases;


•	changes in real estate and zoning laws and increases in real property tax rates;


•	increased operating costs;


•	misunderstanding of our competition;


•	new office or observatory development in our market;


•	fluctuations in attendance at the observatory;


•	changes in domestic or international tourism, including geopolitical events and currency exchange rates;


•	changes in technology and market competition, which affect utilization of our broadcast or other facilities;


•	changes in our business strategy;


•	resolution of legal proceedings involving the company;


•	general volatility of the capital and credit markets and the market price of our Class A common stock and our publicly-traded OP Units;


•	availability and terms of debt and equity capital;


•	failure to deploy capital effectively;


•	our leverage;


•	fluctuations in interest rates;


•	inability to continue to raise additional debt or equity financing on attractive terms, or at all;


•	our failure to generate sufficient cash flows to service our outstanding indebtedness;


•	inability to make distributions to our securityholders in the future;


•	impact of changes in governmental regulations, tax law and rates and similar matters;


•	failure to continue to qualify as a real estate investment trust, or REIT;


•	lack, or insufficient amounts, of insurance;


•	a future terrorist event in New York City or the U.S.;


•	environmental uncertainties and risks related to climate change, rising sea levels, adverse weather conditions and natural disasters;


•	inability to comply with applicable laws, rules and regulations;


•	damages resulting from security breaches through cyberattacks, cyber intrusions or otherwise, as well as other significant disruptions of our technology (IT) networks related systems; and


•	other factors discussed under “Item 1A, Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018 and additional factors that may be contained in any filing we make with the SEC, including Part II, Item 1A of our Quarterly Reports on Form 10-Q.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this Quarterly Report on Form 10-Q, except as required by applicable law. The risks set forth above are not exhaustive. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the sections entitled “Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018 which we filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us.

Overview

Highlights for the three months ended March 31, 2019 included:


•	Achieved net income attributable to the Company of $5.7 million and Core Funds From Operations of $56.7 million.


•	Occupancy and leased percentages at March 31, 2019:


•	Total portfolio was 88.8% occupied; including signed leases not commenced (“SLNC”), the total portfolio was 91.5% leased.


•	Manhattan office portfolio (excluding the retail component of these properties) was 88.9% occupied; including SLNC, the Manhattan office portfolio was 92.2% leased.


•	Retail portfolio was 90.7% occupied; including SLNC, the retail portfolio was 92.3% leased.


•	Empire State Building was 92.9% occupied; including SLNC, was 94.1% leased.


•	Signed 34 leases, representing 308,051 rentable square feet across the total portfolio, and achieved a 13.4% increase in mark-to-market cash rent over previous fully escalated cash rents portfolio-wide on new, renewal, and expansion leases.


•	Signed 21 new leases representing 153,506 rentable square feet for the Manhattan office portfolio (excluding the retail component of these properties), and achieved an increase of 21.1% in mark-to-market cash rent over previous fully escalated cash rents.


•	Signed a renewal lease totaling 119,226 rentable square feet with the Federal Deposit Insurance Corporation, which addressed the Company’s largest near-term lease expiration and represents 1.3% of the portfolio’s annualized rent.


•	Empire State Building Observatory revenue for the first quarter 2019 decreased by 3.2% to $20.6 million from $21.2 million in the first quarter 2018. Net operating income for the first quarter 2019 decreased by 6.6% to $13.0 million from $13.9 million in the first quarter 2018, primarily due to the Easter holiday shift.


•	Declared a dividend of $0.105 per share.

As of March 31, 2019 , our total portfolio contained 10.1 million rentable square feet of office and retail space. We owned 14 office properties (including three long-term ground leasehold interests) encompassing approximately 9.4 million rentable square feet of office space. Nine of these properties are located in the midtown Manhattan market and aggregate approximately 7.6 million rentable square feet of office space, including the Empire State Building. Our Manhattan office properties also contain an aggregate of 512,632 rentable square feet of premier retail space on their ground floor and/or contiguous levels. Our remaining five office properties are located in Fairfield County, Connecticut and Westchester County, New York, encompassing in the aggregate approximately 1.8 million rentable square feet. The majority of square footage for these five properties is located in densely populated metropolitan communities with immediate access to mass transportation. Additionally, we have entitled land at the Stamford Transportation Center in Stamford, Connecticut, adjacent to one of our office properties, that will support the development of an approximately 380,000 rentable square foot office building and garage. As of March 31, 2019 , our portfolio included four standalone retail properties located in Manhattan and two standalone retail properties located in the city center of Westport, Connecticut, encompassing 205,595 rentable square feet in the aggregate.

The Empire State Building is our flagship property. The Empire State Building provides us with a diverse source of revenue through its office and retail leases, observatory operations and broadcasting licenses and related leased space. Our observatory operations are a separate reporting segment. Our observatory operations are subject to regular patterns of tourist activity in Manhattan. During the past ten years, approximately 16.0% to 18.0% of our annual observatory revenue was realized in the first quarter, 26.0% to 28.0% was realized in the second quarter, 31.0% to 33.0% was realized in the third quarter, and 23.0% to 25.0% was realized in the fourth quarter.

The components of the Empire State Building revenue are as follows (dollars in thousands):



	Three Months Ended March 31,
	2019				2018
Office leases	$	35,412	51.2	%	$	32,032	45.2	%
Retail leases	1,820		2.6	%	1,861		2.6	%
Tenant reimbursements & other income	7,539		10.9	%	9,676		13.6	%
Observatory operations	20,569		29.8	%	21,249		30.0	%
Broadcasting licenses and leases	3,791		5.5	%	6,132		8.6	%
Total	$	69,131	100.0	%	$	70,950	100.0	%

We have been executing on a comprehensive redevelopment and repositioning strategy of our Manhattan office properties. This strategy is designed to improve the overall value and attractiveness of our properties and has contributed significantly to our tenant repositioning efforts, which seek to increase our occupancy; raise our rental rates; increase our rentable square feet; increase our aggregate rental revenue; lengthen our average lease term; increase our average lease size; and improve our tenant credit quality. The related improvements include restored, renovated and upgraded or new lobbies; elevator modernization; renovated public areas and bathrooms; refurbished or new windows; upgrade and standardization of retail storefront and signage; façade restorations; modernization of building-wide systems; and enhanced tenant amenities. We have also aggregated smaller spaces in order to offer larger blocks of office space, including multiple floors, that are attractive to larger, higher credit-quality tenants and have offered new, pre-built suites with improved layouts. This strategy has shown what we believe to be attractive results to date, and we believe has the potential to improve our operating margins and cash flows in the future. We believe we will continue to enhance our tenant base and improve rents as our pre-redevelopment leases continue to expire and be re-leased. From 2002 through March 31, 2019 , we have invested a total of approximately $876.9 million (excluding tenant improvement costs and leasing commissions) in our Manhattan office properties pursuant to this program. We intend to continue to fund these capital improvements through a combination of operating cash flow, cash on hand, and borrowings.

During the second quarter 2017, we commenced a multi-year capital project at the Empire State Building which we believe will improve convenience for office tenants and their visitors, increase the value of our 34th Street facing retail space, enhance the Observatory visitor experience, and increase Observatory revenue per capita.

We anticipate that we will invest approximately $160 million in total over three years to complete all phases of this project. Expenditures, which began during the second quarter 2017, were $105.1 million through March 31, 2019 . This investment is an outcome of continually looking at ways to innovate and enhance the office and retail tenant and visitor experience at the Empire State Building.

We continue our work on the 102nd floor component of the Observatory upgrade program and closed the 102nd floor in January 2019. The 102nd floor Observatory may stay closed for as long as nine months during the upgrade. The elevator

servicing the 102nd floor Observatory was closed to visitors, during the first quarter of 2018, for the planned replacement of the original machinery and a new, higher speed glass elevator. Revenue for the 102nd floor observatory was $11.4 million in 2017 and $8.6 million in 2018.

The Greater New York Metropolitan Area office market is soft, and we compete with properties that have been redeveloped recently or have planned redevelopment. We expect to spend approximately $40 million over 2018 through 2020 on these well-maintained and well-located properties’ common areas and amenities to ensure competitiveness and protect our market position. Expenditures, which began during the second quarter 2018, were $17.7 million through March 31, 2019 .

As of March 31, 2019 , excluding principal amortization, we have approximately $250.0 million of debt maturing in 2019, and we had total debt outstanding of approximately $1.9 billion, with a weighted average interest rate of 3.84% (excluding discount), a weighted average maturity of 7.8 years and 100.0% of which is fixed-rate indebtedness. As of March 31, 2019 , we had cash and cash equivalents and short-term investments of $592.9 million . Our consolidated net debt to total market capitalization was approximately 21.6% as of March 31, 2019 .

Results of Operations

Overview

The discussion below relates to our financial condition and results of operations for the three months ended March 31, 2019 and 2018, respectively.

Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

The following table summarizes our historical results of operations for the three months ended March 31, 2019 and 2018 (dollars in thousands):



	Three Months Ended March 31,
	2019			2018			Change			%
Revenues:
Rental revenue	$	143,417		$	122,311		$	21,106		17.3	%
Tenant expense reimbursement	—			17,794			(17,794		)	(100.0	)%
Observatory revenue	20,569			21,249			(680		)	(3.2	)%
Lease termination fees	388			622			(234		)	(37.6	)%
Third-party management and other fees	320			463			(143		)	(30.9	)%
Other revenues and fees	2,599			4,832			(2,233		)	(46.2	)%
Total revenues	167,293			167,271			22			—	%
Operating expenses:
Property operating expenses	42,955			44,185			1,230			2.8	%
Ground rent expenses	2,331			2,331			—			—	%
General and administrative expenses	14,026			12,628			(1,398		)	(11.1	)%
Observatory expenses	7,575			7,336			(239		)	(3.3	)%
Real estate taxes	28,232			26,744			(1,488		)	(5.6	)%
Depreciation and amortization	46,098			39,883			(6,215		)	(15.6	)%
Total operating expenses	141,217			133,107			(8,110		)	(6.1	)%
Operating income	26,076			34,164			(8,088		)	(23.7	)%
Other income (expense):							—
Interest income	3,739			1,225			2,514			205.2	%
Interest expense	(20,689		)	(17,591		)	(3,098		)	(17.6	)%
Income before income taxes	9,126			17,798			(8,672		)	(48.7	)%
Income tax benefit	730			260			470			180.8	%
Net income	9,856			18,058			(8,202		)	(45.4	)%
Private perpetual preferred unit distributions	(234		)	(234		)	—			—	%
Net income attributable to non-controlling interests	(3,945		)	(8,056		)	4,111			51.0	%
Net income attributable to common stockholders	$	5,677		$	9,768		$	(4,091	)	(41.9	)%

Rental Revenue and Tenant Expense Reimbursement

We adopted FASB Topic 842 using the modified retrospective approach as of January 1, 2019 and elected to apply the transition provisions of the standard at adoption. As such, the prior period amounts presented under ASC 840 were not restated to conform with the 2019 presentation. We adopted the practical expedient in Topic 842, which allowed us to avoid separating lease and non-lease rental income. Consequently, all rental income earned pursuant to tenant leases in 2019 is reflected as one category, “Rental Revenue,” in the 2019 consolidated statement of income. The following table reflects the components of 2019 rental revenue:



	Three Months Ended
	March 31, 2019
Rental revenue
Base rent	$	126,634
Billed tenant expense reimbursement	16,783
Total rental revenue	$	143,417

We believe the preceding table of the components of rental revenue is not, and is not intended to be, a presentation in accordance with GAAP. It is provided here based on our understanding that such information is frequently used by management, investors, securities analysts and other interested parties to evaluate our performance.

The increase in base rent was primarily attributable to increased rental rates.

The decrease in billed tenant expense reimbursement was primarily due to a reduction in broadcasting expense reimbursements.

Observatory Revenue

Observatory revenues were lower primarily due to the fact that the Easter holiday. Easter fell entirely in the second quarter of 2019 as compared to being split between the first and second quarter of 2018.

Lease Termination Fees

Lower lease termination fees were earned in the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

Third-Party Management and Other Fees

The decrease reflects lower management fee income due to the wind-down of activities in certain managed entities.

Other Revenues and Fees

The decrease in other revenues and fees is primarily due to a $2.8 million settlement with a former broadcast tenant which was received in the three months ended March 31, 2018.

Property Operating Expenses

The decrease in property operating expenses was primarily due to lower utility and repairs costs partially offset by higher labor costs.

Ground Rent Expenses

Ground rent expense was consistent with 2018.

General and Administrative Expenses

The increase in general and administrative expenses was primarily due to higher leasing costs which were previously capitalized prior to our adoption of Topic 842, Lease Accounting, on January 1, 2019, which requires that non-contingent leasing costs be expensed as incurred.

Observatory Expenses

Observatory expenses increased primarily due to higher IT consulting fees and higher marketing costs.

Real Estate Taxes

The increase in real estate taxes was primarily due to higher assessed values for multiple properties.

Depreciation and Amortization

The increase in depreciation and amortization was attributable to additional depreciation on assets newly placed in service during the past year as well as the acceleration of depreciation of $2.0 million in connection with a partial termination agreement.

Interest Income

Interest income increased primarily due to higher interest on short-term time deposits during the three months ended March 31, 2019 compared to the three months ended March 31, 2018 when there were no short-term time deposits.

Interest Expense

Interest expense increased due to higher outstanding principal balances.

Income Taxes

The increase in income tax benefit was attributable to larger loss for the Observatory segment.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, including lease-up costs, fund our redevelopment and repositioning programs, acquire properties, make distributions to our securityholders and fulfill other general business needs. Based on the historical experience of our management and our business strategy, in the foreseeable future we anticipate we will generate positive cash flows from operations. In order to qualify as a REIT, we are required under the Internal Revenue Code of 1986 to distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We expect to make quarterly distributions to our securityholders.

While we may be able to anticipate and plan for certain liquidity needs, there may be unexpected increases in uses of cash that are beyond our control and which would affect our financial condition and results of operations. For example, we may be required to comply with new laws or regulations that cause us to incur unanticipated capital expenditures for our properties, thereby increasing our liquidity needs. Even if there are no material changes to our anticipated liquidity requirements, our sources of liquidity may be fewer than, and the funds available from such sources may be less than, anticipated or needed. Our primary sources of liquidity will generally consist of cash on hand and cash generated from our operating activities, debt issuances and unused borrowing capacity under our unsecured revolving credit facility. We expect to meet our short-term liquidity requirements, including distributions, operating expenses, working capital, debt service, and capital expenditures from cash flows from operations, cash on hand, debt issuances, and available borrowing capacity under our unsecured revolving credit facility. The availability of these borrowings is subject to the conditions set forth in the applicable loan agreements. We expect to meet our long-term capital requirements, including acquisitions, redevelopments and capital expenditures through our cash flows from operations, cash on hand, our unsecured revolving credit facility, mortgage financings, debt issuances, common and/or preferred equity issuances and asset sales. Our properties require periodic investments of capital for individual lease related tenant improvements allowances, general capital improvements and costs associated with capital expenditures. Our overall leverage will depend on our mix of investments and the cost of leverage. Our charter does not restrict the amount of leverage that we may use.

At March 31, 2019 , we had approximately $592.9 million available in cash and cash equivalents and short-term investments and there was $1.1 billion available under our unsecured revolving credit facility.

Through August 2021, Q REIT Holding LLC, a Qatar Financial Centre limited liability company and a wholly owned

subsidiary of the Qatar Investment Authority, a governmental authority of the State of Qatar (“QREIT”, together with any eligible transferee, “QIA”) will have a right of first offer to co-invest with us as a joint venture partner in real estate investment opportunities initiated by us where we have elected, at our discretion, to seek out a joint venture partner in real estate investment opportunities. The right of first offer period will be extended for 30 months so long as at least one joint venture transaction is consummated by us and QIA during the initial term, and will be extended for a further 30-month term if at least one more joint venture transaction is consummated during such initial extension period.

As of March 31, 2019 , we had approximately $1.9 billion of total consolidated indebtedness outstanding, with a weighted average interest rate of 3.84% (excluding discounts) and a weighted average maturity of 7.8 years. As of March 31, 2019 , exclusive of principal amortization, we have approximately $250.0 million of debt maturing in 2019. Our consolidated net debt to total market capitalization was approximately 21.6% as of March 31, 2019 .

Given our current liquidity, including availability under our unsecured revolving credit and term loan facility, we believe we will be able to refinance future maturing debt.

Unsecured Revolving Credit and Term Loan Facility

During August 2017, through the Operating Partnership, we entered into an amended and restated senior unsecured revolving credit and term loan facility. This unsecured revolving credit and term loan facility is comprised of a $1.1 billion revolving credit facility and a $265 million term loan facility. The unsecured revolving credit and term loan facility contains an accordion feature that would allow us to increase the maximum aggregate principal amount to $1.75 billion under specified circumstances.

The initial maturity of the unsecured revolving credit facility is August 2021. We have the option to extend the initial term for up to two additional six-month periods, subject to certain conditions, including the payment of an extension fee equal to 0.0625% and 0.075% of the then outstanding commitments under the unsecured revolving credit facility on the first and the second extensions, respectively. T he term loan facility matures on August 2022.

The unsecured revolving credit facility includes the following financial covenants: (i) maximum leverage ratio of total indebtedness to total asset value (as defined in the agreement) of the loan parties and their consolidated subsidiaries will not exceed 60%, (ii) consolidated secured indebtedness will not exceed 40% of total asset value, (iii) tangible net worth will not be less than $1.2 billion plus 75% of net equity proceeds received by the Operating Partnership (other than proceeds received within ninety days after the redemption, retirement or repurchase of ownership or equity interests in the Operating Partnership up to the amount paid by the Operating Partnership in connection with such redemption, retirement or repurchase, where, the net effect is that the Operating Partnership shall not have increased its net worth as a result of any such proceeds), (iv) adjusted EBITDA (as defined in the unsecured revolving credit facility) to consolidated fixed charges will not be less than 1.50x, (v) the aggregate net operating income with respect to all unencumbered eligible properties to the portion of interest expense attributable to unsecured indebtedness will not be less than 1.75x, and (vi) the ratio of total unsecured indebtedness to unencumbered asset value will not exceed 60%.

As of March 31, 2019 , we were in compliance with the above financial covenants (dollars in thousands):



Financial covenant	Required		March 31, 2019			In Compliance
Maximum total leverage	< 60%		29.6		%	Yes
Maximum secured debt	< 40%		9.3		%	Yes
Minimum fixed charge coverage	> 1.50x		3.9x			Yes
Minimum unencumbered interest coverage	> 1.75x		5.6x			Yes
Maximum unsecured leverage	< 60%		23.5		%	Yes
Minimum tangible net worth	$	1,252,954	$	1,810,557		Yes

The unsecured revolving credit facility contains customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates, and requires certain customary financial reports.

The unsecured revolving credit facility contains customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of real estate investment trust qualification, and occurrence of a change of control (as defined in the agreement for the unsecured credit facility).

Leverage Policies

We expect to employ leverage in our capital structure in amounts determined from time to time by our board of directors. Although our board of directors has not adopted a policy that limits the total amount of indebtedness that we may incur, we anticipate that our board of directors will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed or floating rate. Our charter and bylaws do not limit the amount or percentage of indebtedness that we may incur nor do they restrict the form in which our indebtedness will be taken (including, but not limited to, recourse or non-recourse debt and cross-collateralized debt). Our overall leverage will depend on our mix of investments and the cost of leverage, however, we initially intend to maintain a level of indebtedness consistent with our plan to seek an investment grade credit rating. Our board of directors may from time to time modify our leverage policies in light of the then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general market conditions for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors.

Capital Expenditures

The following tables summarize our leasing commission costs, tenant improvement costs and our capital expenditures for each of the periods presented (dollars in thousands, except per square foot amounts).

Office Properties ⁽¹⁾



	Three Months Ended March 31,
Total New Leases, Expansions, and Renewals	2019		2018
Number of leases signed ⁽²⁾	32		39
Total square feet	300,408		253,626
Leasing commission costs ⁽³⁾	$	4,342	$	3,835
Tenant improvement costs ⁽³⁾	16,569		12,673
Total leasing commissions and tenant improvement costs ⁽³⁾	$	20,911	$	16,508
Leasing commission costs per square foot ⁽³⁾	$	14.45	$	15.12
Tenant improvement costs per square foot ⁽³⁾	55.15		49.97
Total leasing commissions and tenant improvement costs per square foot ⁽³⁾	$	69.60	$	65.09

Retail Properties ⁽⁴⁾



	Three Months Ended March 31,
Total New Leases, Expansions, and Renewals	2019		2018
Number of leases signed ⁽²⁾	2		2
Total square feet	7,643		5,904
Leasing commission costs ⁽³⁾	$	277	$	149
Tenant improvement costs ⁽³⁾	401		185
Total leasing commissions and tenant improvement costs ⁽³⁾	$	678	$	334
Leasing commission costs per square foot ⁽³⁾	$	36.25	$	25.20
Tenant improvement costs per square foot ⁽³⁾	52.44		31.31
Total leasing commissions and tenant improvement costs per square foot ⁽³⁾	$	88.69	$	56.51

_______________


(1)	Excludes an aggregate of 512,632 and 506,352 rentable square feet of retail space in our Manhattan office properties in 2019 and 2018, respectively. Includes the Empire State Building broadcasting licenses and observatory operations.


(2)	Presents a renewed and expansion lease as one lease signed.


(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.


(4)	Includes an aggregate of 512,632 and 506,352 rentable square feet of retail space in our Manhattan office properties in 2019 and 2018, respectively. Excludes the Empire State Building broadcasting licenses and observatory operations.



	Three Months Ended March 31,
	2019		2018
Total Portfolio
Capital expenditures ⁽¹⁾	$	30,149	$	26,916

_______________


(1)	Excludes tenant improvements and leasing commission costs.

As of March 31, 2019 , we expect to incur additional costs relating to obligations under existing lease agreements of approximately $99.4 million for tenant improvements and leasing commissions. We intend to fund the tenant improvements and leasing commission costs through a combination of operating cash flow, cash on hand, additional property level mortgage financings and borrowings under the unsecured revolving credit facility.

Capital expenditures are considered part of both our short-term and long-term liquidity requirements. We intend to fund capital improvements through a combination of operating cash flow, cash on hand and borrowings under the unsecured revolving credit facility.

Contractual Obligations

Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of our contractual obligations. There have been no material changes, outside the ordinary course of business, to these contractual obligations during the three months ended March 31, 2019.

Off-Balance Sheet Arrangements

As of March 31, 2019 , we did not have any off-balance sheet arrangements.

Distribution Policy

In order to qualify as a REIT, we must distribute to our securityholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, we will be subject to U.S. federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute our net income to our securityholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax liability on our income and the 4% nondeductible excise tax.

Before we pay any distribution, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and obligations to make payments of principal and interest, if any. However, under some circumstances, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax in that year.

Distributions to Securityholders

Distributions and dividends amounting to $31.9 million and $31.8 million have been made to securityholders for the three months ended March 31, 2019 and 2018, respectively.

Stock and Publicly Traded Operating Partnership Unit Repurchase Program

Our Board of Directors authorized the repurchase of up to $500 million of our Class A common stock (“Common Stock”) and Empire State Realty OP, L.P.’s Series ES, Series 250 and Series 60 operating partnership units (NYSE Arca: ESBA, FISK and OGCP, respectively; collectively with the Common Stock, the “Securities”) through December 31, 2019.

Under the program, we may purchase such Securities in accordance with applicable securities laws from time to time in the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will be subject to stock price, availability, trading volume and general market conditions. The authorization does not obligate us to acquire any particular amount of Securities, and the program may be suspended or discontinued at our discretion without prior notice.

Cash Flows

Comparison of Three Months Ended March 31, 2019 to the Three Months Ended March 31, 2018

Net cash . Cash and cash equivalents and restricted cash were $304.7 million and $752.2 million , respectively, as of March 31, 2019 and 2018 . The decrease was primarily due to investments in short-term time deposits and capital improvements and expenditures.

Operating activities . Net cash provided by operating activities increased by $9.3 million, to $77.9 million , for the three months ended March 31, 2019 compared to $68.6 million for the three months ended March 31, 2018 , primarily due to changes in working capital.

Investing activities . Net cash used in investing activities decreased by $32.9 million, to $11.2 million, for the three months ended March 31, 2019 compared to $44.1 million for the three months ended March 31, 2018 , due to proceeds from maturing short-term investments partially offset by expenditures for tenant and building improvements in the three months ended March 31, 2019.

Financing activities . Net cash provided by financing activities decreased by $230.4 million, to $32.9 million used in financing activities for the three months ended March 31, 2019 compared to $197.5 million provided by financing activities for the three months ended March 31, 2018 , primarily due to net proceeds from the issuance of debt in the three months March 31, 2018 compared to none for the three months ended March 31, 2019.

Net Operating Income ("NOI")

Our internal financial reports include a discussion of property net operating income. NOI is a non-GAAP financial measure of performance. NOI is used by our management to evaluate and compare the performance of our properties and to determine trends in earnings and to compute the fair value of our 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, loss on early extinguishment of debt and loss from derivative instruments, 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 us 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 our 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 our operating results to the operating results of other real estate companies that have not made similarly-timed purchases or sales. We believe that eliminating these costs from net income is useful because the resulting measure captures the actual revenue, generated and actual expenses incurred in operating our 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, 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 our 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 our properties but does not measure our 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding the components of net income that are eliminated in the calculation of NOI. Other companies may use different methods for calculating NOI or similarly titled measures and, accordingly, our NOI may not be comparable to similarly titled measures reported by other companies that do not define the measure exactly as we do.

The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to NOI for the periods presented (amounts in thousands):



	Three Months Ended March 31,
	2019			2018
	(unaudited)
Net income	$	9,856		$	18,058
Add:
General and administrative expenses	14,026			12,628
Depreciation and amortization	46,098			39,883
Interest expense	20,689			17,591
Income tax benefit	(730		)	(260		)
Less:
Third-party management and other fees	(320		)	(463		)
Interest income	(3,739		)	(1,225		)
Net operating income	$	85,880		$	86,212
Other Net Operating Income Data
Straight-line rental revenue	$	5,404		$	5,853
Net increase in rental revenue from the amortization of above- and below-market lease assets and liabilities	$	2,354		$	1,168
Amortization of acquired below-market ground leases	$	1,958		$	1,958

Funds from Operations ("FFO")

We present below a discussion of FFO. We compute 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 write-downs 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 we believe, 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. We present FFO because we consider it an important supplemental measure of our operating performance and believe 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 our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results of operations, the utility of FFO as a measure of performance is limited. There can be no assurance that FFO presented by us 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.

Modified Funds From Operations ("Modified FFO")

Modified FFO adds back an adjustment for any above or below-market ground lease amortization to traditionally defined FFO. We consider this a useful supplemental measure in evaluating our operating performance due to the non-cash accounting treatment under GAAP, which stems from the third quarter 2014 acquisition of two option properties as they carry significantly below market ground leases, the amortization of which is material to our overall results. We present Modified FFO because we consider it an important supplemental measure of our operating performance in that it adds back the non-

cash amortization of below-market ground leases. There can be no assurance that Modified FFO presented by us is comparable to similarly titled measures of other REITs. Modified 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. Modified FFO is not indicative of cash available to fund ongoing cash needs, including the ability to make cash distributions.

Core Funds From Operations ("Core FFO")

Core FFO adds back to Modified FFO the following items: deferred tax asset write-off, loss on early extinguishment of debt and acquisition expenses. The Company presents Core FFO because it considers it an important supplemental measure of its operating performance in that it excludes non-recurring items. There can be no 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 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. In future periods, we may also exclude other items from Core FFO that we believe may help investors compare our results.

The following table presents a reconciliation of our net income, the most directly comparable GAAP measure, to FFO, Modified FFO and Core FFO for the periods presented (amounts in thousands, except per share amounts):



	Three Months Ended March 31,
	2019			2018
	(unaudited)
Net income	$	9,856		$	18,058
Private perpetual preferred unit distributions	(234		)	(234		)
Real estate depreciation and amortization	45,092			39,468
FFO attributable to common stockholders and non-controlled interests	54,714			57,292
Amortization of below-market ground leases	1,958			1,958
Modified FFO attributable to common stockholders and non-controlled interests	56,672			59,250

Core FFO attributable to common stockholders and non-controlled interests	$	56,672		$	59,250

Weighted average shares and Operating Partnership Units
Basic	298,049			296,824
Diluted	298,049			296,827

Factors That May Influence Future Results of Operations

Leasing

We signed 1.0 million rentable square feet of new leases, expansions and lease renewals for the year ended December 31, 2018. During the three months ended March 31, 2019 , we signed 0.3 million rentable square feet of new leases, expansions and renewals.

Due to the relatively small number of leases that are signed in any particular quarter, one or more larger leases may have a disproportionately positive or negative impact on average rent, tenant improvement and leasing commission costs for that period. As a result, we believe it is more appropriate when analyzing trends in average rent and tenant improvement and leasing commission costs to review activity over multiple quarters or years. Tenant improvement costs include expenditures for general improvements occurring concurrently with, but that are not directly related to, the cost of installing a new tenant. Leasing commission costs are similarly subject to significant fluctuations depending upon the length of leases being signed and the mix of tenants from quarter to quarter.

As of March 31, 2019 , there were approximately 0.9 million rentable square feet of space in our portfolio available to lease (excluding leases signed but not yet commenced) representing 8.5% of the net rentable square footage of the properties in our portfolio. In addition, leases representing 6.3% and 6.8% of net rentable square footage of the properties in our portfolio

will expire in 2019 and in 2020, respectively. These leases are expected to represent approximately 6.0% and 7.1% , respectively, of our annualized rent for such periods. Our revenues and results of operations can be impacted by expiring leases that are not renewed or re-leased or that are renewed or re-leased at base rental rates equal to, above or below the current average base rental rates. Further, our revenues and results of operations can also be affected by the costs we incur to re-lease available space, including payment of leasing commissions, redevelopments and build-to-suit remodeling that may not be borne by the tenant.

We believe that as we complete the redevelopment and repositioning of our properties we will, over the long-term, experience increased occupancy levels and rents. Over the short term, as we renovate and reposition our properties, which includes aggregating smaller spaces to offer large blocks of space, we may experience lower occupancy levels as a result of having to relocate tenants to alternative space and the strategic expiration of existing leases. We believe that despite the short-term lower occupancy levels we may experience, we will continue to experience increased rental revenues as a result of the increased rents which we expect to obtain following the redevelopment and repositioning of our properties.

Observatory Operations

The Empire State Building Observatory revenue for the first quarter 2019 was $20.6 million, a 3.2% decrease from $21.2 million for the first quarter 2018. The Observatory hosted approximately 601,000 visitors in the first quarter 2019 versus 644,000 visitors in the first quarter 2018, a decrease of 6.7%. In 2018, the Easter holiday week was split between the first and second quarters, versus 2019, the Easter holiday week was entirely in the second quarter. In the first quarter 2019, there were 15 bad weather days compared to 15 bad weather days in the first quarter 2018.

We continue the work on the 102nd floor component of our Observatory upgrade program and we closed the 102nd floor in January 2019. The 102nd floor Observatory may stay closed for as long as nine months during the upgrade. The elevator servicing the 102nd floor Observatory was closed to visitors during the first quarter of 2018 for the planned replacement of the original machinery and a new, higher speed glass elevator.

Observatory revenues and admissions are dependent upon the following: (i) the number of tourists (domestic and international) that come to New York City and visit the observatory, as well as any related tourism trends; (ii) the prices per admission that can be charged; (iii) seasonal trends affecting the number of visitors to the observatory; (iv) competition, in particular from other new and existing observatories; and (v) weather trends.

Critical Accounting Estimates

Refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of our critical accounting estimates. There were no material changes to our critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. One of the principal market risks facing us is interest rate risk on our variable rate indebtedness. As of March 31, 2019 , we had no variable rate debt as the LIBOR rate on our unsecured term loan facility of $265.0 million was fixed at 2.1485% under a variable to fixed interest rate swap agreement.

Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes, we may mitigate the risk of interest rate volatility through the use of hedging instruments, such as interest rate swap agreements and interest rate cap agreements. Our primary objectives when undertaking hedging transactions and derivative positions will be to reduce our floating rate exposure and to fix a portion of the interest rate for anticipated financing and refinancing transactions. This in turn will reduce the risk that the variability of cash flows will impose on floating rate debt. However, we can provide no assurances that our efforts to manage interest rate volatility will successfully mitigate the risks of such volatility on our portfolio. We are not subject to foreign currency risk.

We are exposed to interest rate changes primarily on our unsecured revolving credit facility and debt refinancings. Our objectives with respect to interest rate risk are to limit the impact of interest rate changes on operations and cash flows, and to lower our overall borrowing costs. To achieve these objectives, we may borrow at fixed rates and may enter into derivative financial instruments such as interest rate swaps or caps in order to mitigate our interest rate risk on a related floating rate financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes.

We entered into interest rate LIBOR swap agreements with an aggregate notional value of $515.0 million , which fix LIBOR interest rates between 2.1485% and 2.9580% and mature between August 24, 2022 and July 1, 2026. All interest rate swaps as of March 31, 2019 have been designated as cash flow hedges and are deemed highly effective with a fair value of ( $10.3 million ) which is included in accounts payable and accrued expenses on the condensed consolidated balance sheet.

As of March 31, 2019 , the weighted average interest rate on the $1.9 billion of fixed-rate indebtedness outstanding was 3.84% per annum, with maturities at various dates through March 22, 2033.

As of March 31, 2019 , the fair value of our outstanding debt was approximately $1.9 billion , which was approximately $18.0 million more than the historical book value as of such date. Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

Our exposures to market risk have not changed materially since December 31, 2018.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and regulations and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of March 31, 2019 , the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures at the end of the period covered by this Report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded, as of that time, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No changes to our internal control over financial reporting were identified in connection with the evaluation referenced above that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 8 to the Notes to Condensed Consolidated Financial Statements for a description of legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors included in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS



Exhibit No.	Description
3.1	Third Amended and Restated Bylaws of Empire State Realty Trust, Inc., incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K filed with the SEC on March 7, 2019.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Document
101.DEF*	XBRL Taxonomy Extension Definitions Document
101.LAB*	XBRL Taxonomy Extension Labels Document
101.PRE*	XBRL Taxonomy Extension Presentation Document
Notes:
* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EMPIRE STATE REALTY TRUST, INC.

Date: May 2, 2019 By: /s/ David A. Karp

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: May 2, 2019 By: /s/ Andrew J. Prentice

Senior Vice President, Chief Accounting Officer and Treasurer

(Principal Accounting Officer)



Dated: May 2, 2019	By: /s/ Anthony E. Malkin Anthony E. Malkin Chairman and Chief Executive Officer


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: May 2, 2019	By: /s/ David A. Karp David A. Karp Executive Vice President and Chief Financial Officer



Date: May 2, 2019	By: /s/ Anthony E. Malkin Anthony E. Malkin Chairman and Chief Executive Officer