Greetings, and welcome to the Empire State Realty Trust Fourth Quarter and Full Year 2020 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded It is now my pleasure to introduce Tom Keltner, General Counsel. Thank you. You may begin.

Thank you. You may begin. Good afternoon. Thank you for joining us today for Empire State Realty Trust's fourth quarter 2020 earnings conference call. In addition to the press release distributed yesterday, a quarterly supplemental package with further detail on our results and our latest investor presentation were posted in the Investors section of the Company's website at empirestaterealtytrust.com.

Thanks, Tom, and good afternoon to everyone. We continue in 2021 to flex and pivot to facilitate employee and tenant reentry to our buildings with confidence in our indoor environmental quality measures. We collect rent, manage expenses, promote Empire State Building Observatory visits and support our smaller retail tenants. Our tenant presence remains relatively unchanged, as many tenants plan their return to the office around the widespread rollout of vaccinations. We reached just under 15% building utilization in our New York City properties and just under 40% building utilization in our Greater New York metropolitan area properties prior to the presently abating virus surge. We are now at approximately 12% and 31%, respectively. Visits to the Empire State Building Observatory continue to grow off a very low base. That said, our visitation is higher than any other Observatory with no discount offered and fantastic visitor feedback from our largely local visitor ship to our attraction that features MERV 13 filters, ventilation and active bipolar ionization.

Thanks, Tony, and good afternoon, everyone. In the fourth quarter, we signed 33 new and renewal leases totaling approximately 413,000 square feet. That included approximately 358,000 square feet in our Manhattan office properties, 37,000 square feet in our Greater New York metropolitan office properties and 18,000 square feet in our retail portfolio. Significant leases signed in the quarter were the previously disclosed 212,000 square foot new office lease with Centric Brands for space at the Empire State Building, which Centric had previously subleased from Global Brands Group. A 39,100 square foot new office leased with ClearView Healthcare Partners at 111 West 33rd Street for space that we recaptured from another tenant through early lease termination, which involved payment of a termination fee that will largely offset leasing costs for the ClearView transaction. ClearView previously occupied a recently built 10,500 square foot tower floor that is ready to be leased to a new tenant, a 32,500 square foot new office lease with Transit Wireless at 1400 Broadway. Transit Wireless relocated from 1350 Broadway, where it had previously occupied approximately 24,500 square feet. And a 19,400 square foot new office lease with Dime Community Bank at One Grand Central Place, where Dime had previously occupied approximately 3,600 square feet. Excluding the Centric lease, new and renewal leasing activity in our Manhattan office portfolio during the fourth quarter was approximately 146,000 square feet and reflects a solid quarter despite the COVID-19 pandemic. The new and expansion leases I mentioned with tenants in health care, technology and finance have made commitments to increase their employee counts and expand their offices here in New York City. During the third quarter, rental rates on new leases signed at our Manhattan office properties decreased by 6.4% on a cash basis compared to the prior escalated rents. This includes the Centric transaction, which had a leasing spread of negative 15% based on initial face rent, but was approximately neutral on a cash flow basis, inclusive of all related transaction costs and lease termination fee. New and renewal office leases across our entire portfolio were down 5.4%, driven largely by leasing spreads from the Centric transaction. Retail spreads across our entire portfolio on the 18,000 square feet of leasing were down 43.3% on face rents. However, most of the leases that drove the markdown in rents were restructured leases with small retailers that contain a percentage rent component that is excluded from the calculation of rent spreads.

Thanks, Tom. For the fourth quarter, we reported core FFO of $47 million or $0.17 per diluted share. This is inclusive of $0.01 per share of expense from a write-off of tenant receivables and a noncash reduction in straight-line rental al1owances. Other items which impacted results include a net $0.02 impact from lease termination income and a $0.01 impact from tax benefits. Same-store property operations, if you exclude onetime lease termination fees and Observatory results from the respective period, yielded a 1.5% cash NOI increase from the fourth quarter of 2019. This increase was primarily driven by lower property operating expenses, partially offset by lower revenue from the prior year period, driven by previously communicated large known move out. More detail on the breakdown of our collections can be found on Page 10 of the investor presentation. Turning to our balance sheet. As of December 31, 2020, the Company had $1.6 billion of liquidity, which is comprised of $527 million of cash and $1.1 billion of undrawn capacity on the line of credit. We bolstered our liquidity and balance sheet flexibility with a $180 million mortgage loan on 250 West 57th Street that we closed on during the fourth quarter. This 10-year interest only loan has a fixed rate of 2.83%. The Company had total debt outstanding of approximately $2.2 billion on a gross basis and $1.6 million on a net basis. The Company's total debt has a weighted average interest rate of 3.9% and a weighted average term to maturity of 8.2 years. Our net debt to total market capitalization was 37.2%, and net debt to adjusted EBITDA was 6.3 times. We have a well-laddered maturity schedule with no outstanding debt maturity until November 2024. Our revolving credit facility expires in August 2021 and has two six-month extension options.…

Thank you. We will now be conduction a question-and-answer session. Our first question comes from the line of Steve Sakwa with Evercore ISI. Please proceed with your question.

I don't know if Tony or Christina wants to take this on kind of buybacks against maybe new investment opportunities. And first, what are you seeing in the market today? What does the pipeline look like of possible deals? And when you are evaluating purchases of buildings, how are you sort of weighing that against share buybacks? Is it simply kind of a yield differential? Is IRR driven? Can you give us a little bit of sense of how you're thinking about those two investment opportunities?

Sure. Thanks, Steve. We weighed the deployment of our capital against all alternatives. And we want to generate shareholder value and maintain a balance sheet to provide us with flexibility and operating runway. As far as actual focus of our acquisition that's on New York City office, retail and multifamily, and we think that outside of prices on assets with long-term credit leases to which investors in search of alternative yield are attracted, prices are very unsettled and trending down. We believe we're in the early stages of a potential reset and more opportunities will arise. And we balance all of this along with runway. We clearly feel that Q1 '22 is the bottom. That said, we go up from there. It doesn't mean it's suddenly things are back to normal. So our view is early stages. Aaron Ratner, our CIO, and his fully staffed team have begun to uncover more interesting situations, and we continue to weigh the deployment of our capital for new acquisitions against all of the options in this marathon that we are in, not a sprint, it's a marathon. So with that in mind, I would say that we've definitely done deep underwritings on a few, fewer than a handful of assets. We have tremendous catalog of opportunities out there, which we pursue right now, either directly and/or through brokers. And I'd like to say we're really encouraged by the fact that we have begun to see information come out from brokers, not in the form of polished books, but in the form of short one pagers, two pagers. And that to me, indicates something we've seen from periods before. As I've said before, when the books from the selling brokers get bad, it means that the information flow is not effective their cutbacks in the sales brokerage side because, frankly, their business model doesn't support the staffing. And that indicates opportunity has arisen, and that's what we see.

I guess, as a follow-up. I didn't know if maybe Tom could talk a little bit about what you're seeing from the tenants? I know you've done a bunch of new deals in the fourth quarter. And I guess, what I'm really trying to piece through here is space utilization, how tenants are planning space for tenants that moved within your portfolio or even new tenants in? How are they space planning today? And how did that maybe compare to space they were coming out of?

Yes, Steve, the biggest focus that we have seen has been and will continue to be on healthy workplace, healthy buildings and into our environmental quality. This is the most asked about topic by existing tenants and prospects. And as a reminder, we provide tenants with energy-efficient space and fully modernized healthy buildings in which we are the industry leader in IEQ. And as you know, 95% of our Manhattan spaces has been redeveloped and compliance with our high performance, energy efficiency and IEQ standards. Regarding space design specifically, there's an awful lot of discussion on the topic about which every landlord is asked. However, this is a tenant-driven phenomenon and most tenants are focused on a post-vaccine world. We've seen some slightly less dense furniture layouts, but we've really not seen heavily bench seating, and though we did not see this pre-COVID, as many of our tenants were focused on employee productivity. Except in our prebuilt spaces, tenants are the ones who decide on how spaces will be configured and their furniture layouts, but we haven't seen any radical changes sought by either our existing tenants, buy new tenants to whom we've leased or by the tenants with whom we're in negotiation with now.

Our next question is come from the line of Manny Korchman with Citi. Please proceed with your question.

Maybe sticking to buybacks for a second, Christina or Tony, how do you think about buybacks from the perspective of increasing leverage? You did a sort of cash out refi in the quarter, and then you've done more buybacks since then. Obviously, leverage goes up in those types of transactions. And I think you've been hesitant to sell assets. So how do we put that all together?

I'll take a first track at that, Manny, and let Christina add in. I think over time, our track record on the management of our balance sheet suggests that we are prudent in our decision-making. If you recall, we issued shares at an opportune time exercise discipline on our acquisition underwritings and avoided asset purchases at the end of the bull market, and we borrowed well. And we endured a lot of criticism while we waited to repurchase our stock. Our actual decision on how we deploy capital is an active discussion with our Board. To maintain our focus on value generation for shareholders, we believe we really need a flexible balance sheet to provide us with operating runway. So, we look at the length of what we think we will go through in this downturn. We feel very comfortable that we are well positioned there. We look at how the business develops. We have to pay careful attention to the Observatory. And we really look at what will be the most accretive benefit to the shareholders, not just from a cash perspective, but also over the longer term, how we distribute our G&A, how we look at different trends that we can tap into. Runway is the single most important thing, however, when we put all these things into the mix. And will we lever up if we see an opportunity that is, we think, accretive and delivers value over time? Absolutely, we're prepared to do that. We have low leverage. And of course, as we do better and our stock does better, our leverage goes down as our Observatory kicks back in, our coverage of our debt that we do have has improved. Christina, I don't know if there's anything you'd like to add to that.

Just one additional point, Andy, which is, I think we've discussed in the past, it's really about a company's ability to replenish liquidity as they move along with their various capital allocation decisions. It's not a specific target. You mentioned our recent financing that didn't come out of need. It came out of being opportunistic. We saw 2.8%, 10 years interest-only without adding a ton of debt to the portfolio without weakening our unencumbered asset pool that supports our unencumbered debt. We think that, that's really compelling. So it really ties to Tony's comments on maximizing operating runway, having balance sheet flexibility and the dividend suspension ties into that. We have the cash, but we are thinking about all stakeholders in their best interest in an uncertain environment. And when a company has a unique option where it does not need to pay a dividend, we saw that as a chance to make a prudent capital allocation decision. So, we'll continue to demonstrate that as we make these decisions and hopefully drive the point home.

And then, Tony, in the past in conversations like these, you've talked about your relationships and your family's relationships and finding potential opportunities from generational owners of New York City real estate. Have their views on maybe the city generally or their appetite or attitude towards sales changed more recently?

May I ask a quick question, and it's funny because what we advocated early on was that the opportunity advocated to these families early on was that the opportunity to work with us would prepare them for disruptions like this, you see a bunch of people who are very disrupted at this point. There are a lot of assets, which are challenged, and families have begun to recognize that they've got capital needs and distributions or even capital calls are required. So I think the answer to that question is -- I know the answer to that question as far as we can see is family meetings are taking place right now. And at the moment, it's -- a lot of the conversation is, wow, this is a difficult world in which we live, we will make it through. And on the other hand, some of the conversations on certain assets, some of the ones which we're looking specifically are, are we all really going to fund a $150 million, $200 million capital call? And the answer to that, by the way, is no. So, we think that this people who talked to us earlier would have been smarter if they had acted. And right now, we look at them in the till of opportunity along with all the other ones, just weighing them against everything else. We still -- just so we're clear, if we issue stock and we -- or units, and we may, do that, we would do it on a basis that we have to value our portfolio and the target portfolio equally, and we would issue units or shares relative value, not that people could look for us and get our discounted currency, the same as they could get cash from somebody else because we wouldn't do that doesn't make any sense.

Our next question is come from the line of Jamie Feldman with Bank of America. Please proceed with your question.

Tony, you've said a couple of times that you expect to know the bottom in 1Q '22. I'm just curious, what does that look like? Is that office occupancy? Is that net effective rents? It sounds like the Observatory would actually be better by then. Just trying to understand what you're implying.

So the bottom for me, Jamie, is when the distribution of vaccines and vaccinations are broad wide and in place. And we've already seen in Israel and in the United Kingdom, where they're way out ahead on their vaccination. We've seen the numbers really dropped tremendously as far as infections. And that bottom, therefore, to me, is based on when people feel, okay, we now know that may be endemic, maybe we get an annual shot. However, we can now plan going forward. So to me, it's a time when people stop on the pivot and flex every single day and say, all right, this day, looks a little bit like the day before, the day before that, and we can anticipate tomorrow is the same what decisions do we want to make. And I think a big component of that, Jamie, is the degree from the leasing market, what we have done long-term leases, there are a lot of folks who have focused on users who are focused on short-term renewals while they reevaluate what goes on. And I think that we've seen that behavior in 2021, we will see it in 2021. We definitely saw it in 2020. I think that will also taper off by Q1 '22. I think people will begin to plan longer term, which means, by the way, that the normal roles, which you'll see in '22, '23, '24, people who have roles coming in '22 and have kicked the can down the road, they will already have done that by Q1 of '22. So people will now begin to plan for '23, '24, '25, '26, along with all the other short-term renewals. And that to me will set the stage for resumption of leasing probably with a vigor, real vigor, but I think in '23, '24, '25. And then the last thing I would say is that was a bottom due to the the wide distribution and uptake of the vaccine, not only will people return to offices, but when they return to offices, those commercial districts, which have had retail so badly impacted, the retail will know where it is and have a certainty and ability to open. Good news about the U.K. from a tourism perspective is the U.K., at least in the Empire State buildings, are number one source of overseas visitors. So as the U.K. vaccination gets way out ahead of everybody else, I think with vaccinations, you'll see more normalization of travel. So New York has a hospitality center. New York City is a hospitality center. Again, Q1 '22, I think those are positive, certainly from an internal United States travel perspective, and we'll begin to see glimpses from international, so I would say, across the water. So that's what I think about when I say Q1 '22 bottom.

Okay. That's really helpful. So I guess just to add to that, I mean, do you think, as you look at your lease expirations for the year? I mean I think percent lease declined about 100 basis points in the quarter. I mean do you think that's what kind of continues until then? Or when you look at the expiration schedule today, it's actually conversations are picking up maybe you're seeing a better renewal percentage. How do we think about just where percent leased or occupancy could go?

Yes. Jamie, this is Tom. Let me jump in here, if I could. As you know, we're about just under 89% leased in 2021. As you see in the supplemental, we have about 311,000 square feet of known tenant vacates and then only about 78,000 square feet of tenants that remain undecided. Now we do have 393,000 square feet of signed leases not yet commenced, that equaled about 3.9% of our total portfolio square footage, again, as shown on Page 6 of the supplemental. And approximately 278,000 square feet of those leases should legally commence by year-end GAAP commencement will follow, again, as shown on Page 6 in the supplemental. I look out in 2022, only 5.5% of our portfolio leases expire. And then 2023, it's about 7%. So I've commented earlier that we have a pipeline of new expansion and extension and renewal activity to the extent that we can sign those this year that will add to our lease percentage. And then the good news is a reminder, 95% of our Manhattan space is redeveloped, and we have 258,000 square feet of prebuilt space ready for lease-up and for immediate tenant move in. So that's how we think about our occupancy trend in the next year.

So I guess, if you add it all up, you're saying it still bleeds a little bit. Is that the right way to think about it?

Well, again, if you do the math, with 311,000 square feet of known vacates, against 278,000 square feet of leases that should commence by year-end, it's not a lot of leasing to achieve positive lease percentage by year-end.

Our next questions come from the line of Blaine Heck with Wells Fargo. Please proceed with your question.

Maybe for Christina, I just wanted to ask about the Observatory performance and its relation to the dividend. Is there a level of attendance or revenue maybe relative to 2019 levels that would necessitate a dividend reinstated for you guys? Or is there a better way we should think about the kind of the trigger point for that dividend coming back?

Yes. So the dividend decision was tied to taxable income, as I mentioned. One driver, you are correct to note, is the Observatory business. When it's performing, the way it had it generated intercompany rent paid to the REIT and that triggers taxable income. However, there are other sources that also play into the taxable income such as net operating losses, repairs deductions that we get to take. Recall, we spent over $1 billion on the portfolio since IPO. We've had depreciation, we've had repairs deductions. So all of that comes in play in terms of what you can deduct against taxable income. So Observatory is a driver, but it's not the only driver. There are other factors in there. And we have not communicated any specific linkage to attendance. So we'll continue to monitor as per what we've communicated in terms of hypothetical ramp up and the expense run rate, but that's all we can say right now.

All right. That's helpful color. And then this was brought up on last quarter's call, but I wanted to see if there was any update or anticipated update to Observatory gift shop lease structure given the extended kind of time frame for recovery there?

Yes. So the Observatory gift shop, actually, we just renegotiated. So they are -- as disclosed in the supplemental, they currently pay $6 million a year. We actually restructured the agreement so that they have some rent relief during this period where there's low visitor volume. And basically, it's a percentage rent agreement where we reduced the fixed portion by about half, and then it ramps up as the attendance comes back. So it's pretty much a win-win situation, as you can imagine, for a gift shop operator that relies on an attraction visitor level.

And we also extended the license agreement with them at the same time. So we locked that in for longer.

Yes.

Thank you. Our next question comes from the line of John Kim with BMO Capital Markets. Please proceed with your question.

Tony, you mentioned on the investment side that you're looking at multifamily. And I just wanted to see if you could elaborate on that. But you also said that as far as investing capital, this is a marathon and not a sprint. With office sentiments, pretty much added all-time lows, but the economy you're looking to reopen this year, do you see this as a tight window where you can make opportunistic investments?

So the first comment I'll make is that as far as multifamily, we are primarily focused on situations in which we can get involved in which there are properties, which can go to -- properties which are either 100% or a significant majority market rate rental. That's part one. Part two, we do have a focus even with multifamily where we can have an impact on what occurs there through our ability to manage them effectively, aggressively, actively through a downturn. And number three, I'd say that the real focus is on -- to the extent we can get our hands on a busted condos either declared effective or not declared effective. So that's part one. We've had success with that New York City in the past downturns. And so we'd look at that again. As to your second piece, I think that there is a -- there are a couple of factors which are interesting here. You have the 10-year is creeping up, it's not a big number, but it's up by a percentage. Appraisals are -- I don't know they're creeping, but the appraisal values have declined for certain assets. The amounts which lenders are prepared to lend with regard to office, are, I'd say, reduced. So when you look at these different factors, these are factors which will continue I think -- and they're not going to ameliorate just with the bottoming in Q1 '22. So, we think the window opens actually as people realize that it opens further as people realize I have a problem in hand and as how they're going to redo their debt. They have a problem in hand as to the fundamental performance of their assets. The net effective rents that people can get are down, it's very expensive. You need a…

Okay. And my second question is on the Observatory. You mentioned more of a local mix, which makes sense. I'm wondering if there's anything that you have done or can do to attract the local customers, whether on a marketing basis or from a pricing standpoint, even if it's temporary. What we've seen from multi-family landlords is occupancy is picking up, people are coming back to the city at a reduced rate. But I think a lot of people in New York are still looking for something to do. A lot of -- until recently, restaurants weren't open indoor. So is there anything that you could do to educate, I guess, customers that haven't been in Empire State Building recently and don't know of your recent investments that it's a viable option?

So it's funny earlier today at a meeting with our Observatory marketing team, internal team. And just as you know, that group includes PR marketing, branding, social, digital, and we're extremely active in these areas. We've created -- and you can look at our investor -- updated investor deck. We've created an increase within the United States advertising value equivalency through our -- the actions we have taken. Our brand is extremely strong. And it's -- to a significant degree, it's also word of mouth. So you've seen a steady increase when we reopened the Observatory, we were in the 2s and 3 percentage points of your prior activity. Now we're close to 9% in the first two months to date of 2021. And the fact is that includes February in which we've had two weeks impacted severely by blizzards. So, the one thing we really don't think we need to do is to do pricing promotion. Now the edge gave all first responders through 2020 free admission. And when that expired, their numbers just dropped like a stone. So, one World Trade Center has opened two days a week. Rockefeller Center, our numbers are significantly outperforming theirs. So when we look at this performance from our side, I can only just tell you that the team on the Observatory has done an amazing job, an amazing job of cost containment an amazing job of flex and pivot on staffing. And the visitors love the experience. So we're using user-generated content to push it, and we're active on social and digital to get this out in the local community. And we're doing a lot of brand building to make sure that when we measure advertising value equivalency, that's about where we get ourselves placed out there. So CBS this morning just covered our Valentine's Day weddings. We had many fold increase over prior year coverage on that advertising value equivalency. And that's an idea of what we're doing on the marketing side.

Our next question has come from the line of Daniel Ismail of Green Street. Please proceed with your question.

Tony, you mentioned the cost of re-tenanting office space. And clearly, over the past few years, you spent a lot of time and capital, modernizing your portfolio with a focus on ESG. Is it your sense that some of these older or lower-quality buildings in New York, potentially facing and pending vacancies, no longer remain office buildings? I know there's been some chatter of office to residential conversions. So I just wanted to get your sense on that and if that's something that Empire State would be interested in.

I think I'll let Tom Durels take a crack at that, if I may.

Yes, sure. In terms of the overall -- generally, conversion of office buildings to residential, I think it's pretty early. We've seen that in -- certainly, in prior cycles, but we haven't seen a lot yet. We'd certainly look at that. A lot would depend on and the configuration to see if it's appropriate for conversion at a price point that makes sense in light of where the current market is.

And I think as far as -- when we look at these from an acquisition and investment perspective, absolutely. However, you've got to recognize an office owner takes a building and converts it to residential. That is complete abdication and it's a write-off for that owner. I mean unless they have extraordinarily low basis, this is a major reinvestment put in risers, shafts, for electric, for waste, for hot and cold water for all the new bathrooms and stuff that will be put in. We're talking a huge investment. So those properties really need to be

And then you sense that potentially we could be facing just higher structural vacancy or a higher amount of obsolete office buildings in Manhattan as say, tenants focus more on ESG and some of those older buildings just simply can't compete with higher quality offerings?

I certainly think that -- yes, absolutely. I can say that. Certainly, they'll be facing significant redevelopment costs to bring them up to standards with what tenants are seeking for indoor environmental quality, sustainability, energy, efficiency and compliance with local Law 97. Unfortunately, as commented before, we redeveloped 95% of our space in Manhattan. We face no fund for 2024 for Local Law 97, and we're a leader in this area.

And then one more, if I may. Are you able to provide -- I know rents are tricky these days, but are you able to provide a more portfolio-wide estimates of where in-place rents sit relative to market today?

Well, for our Manhattan office portfolio, I think the real question is, where are net effective rents and we'd say the net effect rents in our portfolio today versus pre-COVID levels have declined, maybe 10% to 15% on a comparable space basis, due mostly to increase free rent and TIs and some modest reduction in face rents. But it's important to remember that every deal is unique and depends on the space, the condition, the location, the tenant credit and a bunch of other factors. For example, the ClearView deal that I mentioned earlier is -- was close to our pre-COVID rent for a full turnkey space, but we gave several months of additional free ramp compared to pre-COVID levels to encourage the tenant to lead an entire floor rather than a partial, which saved us on corridor and demising costs, and then the deal involved to recapture of a fully built tower floor. In addition, of course, we were see meaningful termination fee in connection with that deal from a prior tenant, whereas the deal -- we did a deal with -- by comparison, an 8,000 square foot lease at Empire State Building with Nordic-based Swedbank, who has great credit and we gave very little TI. The free rent matched our pre-COVID level concession, but the starting rent was maybe 15%, below where we would have leased to that tenant pre-COVID. So, we're seeing a range. Overall, we think it's about 10% to 15% reduction in net effective comparable pre-COVID.

Thank you. There are no further questions at this time. I would like to turn the call back over to Tony Malkin for any closing comments.

Look, thank you all for your attendance. We continue to improve our financial disclosures, and hope you find them useful. Take a look at our new investor report, which is online, please remember that forward-looking statements on plans to ramp up the Observatory and return to business over discussion purposes only and to help you with your models. They are not guidance nor are they guarantees. We look forward to the chance to meet with many of you virtually at the upcoming Citi CEO Conference and through roadshow in the months ahead and to share our first quarter results in April. Until then, stay safe. Thank you for your interest in onward and upward.

Thank you. That does conclude today's conference. We appreciate your participation. You may disconnect at this time. Have a great day.