Business Wire | Jul 29, 2020 04:30PM EDT

Empire State Realty Trust Announces Second Quarter 2020 Results

Jul. 29, 2020

NEW YORK--(BUSINESS WIRE)--Jul. 29, 2020--Empire State Realty Trust, Inc. (NYSE:ESRT) (the "Company"), a real estate investment trust with office and retail properties in Manhattan and the greater New York metropolitan area, today reported its operational and financial results for the second quarter of 2020.

"Our team has been effective in our responses to the challenges of the second quarter. Our balance sheet remains strong and flexible, rent collections have improved, the Observatory is reopened, and we have additionally reduced the Company's costs," stated Anthony E. Malkin, Empire State Realty Trust's Chairman, President and Chief Executive Officer. "ESRT colleagues have successfully navigated new protocols for return to work for themselves and for our tenants. Our focus for more than a decade on Indoor Environmental Quality in our office, retail, and public spaces has given us a competitive advantage in our ability to address concerns about tenant and visitor health."

Second Quarter and Recent Highlights

* Net loss attributable to the Company was $0.07 per fully diluted share. * After a $0.03 per share reserve against tenant receivables and non-cash reduction in straight line rent balances, Core Funds From Operations ("Core FFO") was $0.14 per fully diluted share. * Same Store Property Cash NOI excluding lease termination fees was up 18.0% from the second quarter 2019 primarily driven by lower property operating expenses, partially offset by a reserve against tenant receivables. When COVID-related rent deferrals are excluded, Same Store Property Cash NOI increased 9.9% from the second quarter 2019. * Strong liquidity position with $1.4 billion of total liquidity as of June 30, 2020, which consists of $873 million of cash plus an additional $550 million available under its revolving credit facility. * The Company repurchased $52 million of its common stock shares at a weighted average price of $7.99 per share in the second quarter, and year-to-date through July 28, 2020, the Company repurchased $119 million of common stock at a weighted average share price of $8.67. * For the total portfolio in the second quarter, we signed 19 new, renewal, and expansion leases, representing 113,431 rentable square feet at an average starting rental rate of $64.43 per rentable square foot. * Collected 84% of second quarter 2020 total billings with 86% for office tenants and 75% for retail tenants. Through July 24, 2020, collected 90% of July total billings, with 93% for office tenants and 75% for retail tenants. * The Empire State Building Observatory remained closed during the entire second quarter and reopened on July 20, 2020. * Declared a dividend of $0.105 per share. * Announced the appointment of Christina Chiu to EVP and CFO, Aaron D. Ratner to SVP and CIO, and the departure of John B. Kessler. On July 13, 2020, the Company announced the appointment of R. Paige Hood to its Board of Directors, effective August 1, 2020, and the departure of William H. Berkman, effective July 31, 2020. * Reduced expected full year G&A by approximately 12% from the previously disclosed 2020 G&A run rate of $68 million to $60 million, excluding one-time severance charges. * Reduced property operating expenses by $10 million in the second quarter 2020 from the prior year period and expect further to reduce expenses by $12 million in the second half of 2020. * Reduced required capital expenditures planned for 2020. * Reduced annual base salary for Anthony E. Malkin, the Company's Chairman, President and CEO, and Thomas P. Durels, EVP Real Estate, by 33% and 25%, respectively, effective August 1 through the remainder of 2020. This is in addition to Mr. Malkin's base salary reduction to $1.00 for the second quarter of 2020. * Reduced 2021 NEO annual equity compensation by $3.9 million, comprised of a $2.7 million reduction for Mr. Malkin and $1.2 million reduction for Mr. Durels.

Investor Presentation Update

The Company has posted on the "Investors" section of its website (www.empirestaterealtytrust.com) the latest investor presentation which contains information on the current impact of the COVID-19 pandemic on its businesses, financial condition and results of operations.

Portfolio Operations

As of June 30, 2020, the Company's total portfolio contained 10.1 million rentable square feet which consisted of 9.4 million rentable square feet of office space and 0.7 million rentable square feet of retail space. As of June 30, 2020, the Company's portfolio was occupied and leased as shown below. The Company's occupancy levels fluctuate in certain periods due to the timing lag between the date of tenants' move out and the date of the Company's completion of redevelopment work for new leases to commence. Leased percentages include signed leases not commenced.

June 30, 2020 March 31, 2020 June 30, 2019

Percent occupied:

Total portfolio 85.6% 88.7% 90.2%

Total office 85.5% 88.7% 90.1%

Manhattan office 87.0% 90.0% 90.7%

Empire State Building 86.1% 93.7% 93.5%

Retail 87.4% 88.5% 90.5%

Percent leased:

Total portfolio 89.6% 91.1% 92.2%

Total office 89.4% 90.9% 92.2%

Manhattan office 91.5% 92.6% 93.0%

Empire State Building 93.5% 95.4% 95.2%

Retail 93.4% 94.0% 92.3%

Rent Collections

The Company has experienced steady monthly improvement in the collection of its property billings. The Company has collected the following:

Collections as of 7/23/2020^1 Overall Office Retail

April 86% 86% 84%

May 83% 85% 73%

June 83% 85% 69%

July 90% 93% 75%



Collections with Application of Security Deposits^2 Overall Office Retail(as of 7/23/2020)

April 96% 97% 92%

May 94% 96% 84%

June 93% 96% 77%

July 96% 98% 84%

The Company took a $9.1 million total reduction in revenue comprised of a $1.9 million reserve against tenant receivables and $7.2 million non-cash reduction of straight line rent balances. This equates to 1.6% of our annualized rental revenue as of June 30, 2020 or a $0.03 per share impact.

Leasing

Leasing activity was substantially impacted during the second quarter due to the impact of the COVID-19 pandemic. The below tables summarize leasing activity for the three months ended June 30, 2020:

Total Portfolio

% of new Total Total Average cash Previously cashTotal Leases square rent psf - escalated rent overPortfolio Executed footage leases cash previously executed executed rents psf escalated rents

Office 17 99,229 $ 52.82 $ 51.40 2.8%

Retail 2 14,202 $ 145.58 $ 158.58 (8.2%)

Total 19 113,431 $ 64.43 $ 64.82 (0.6%)Overall

Manhattan Office Portfolio

% of newManhattan Total Total Average cash Previously cashOffice Leases square rent psf - escalated rent overPortfolio Executed footage leases cash previously executed executed rents psf escalated rents

New Office 4 24,859 $ 66.94 $ 61.55 8.7%

Renewal 8 27,123 $ 58.35 $ 58.39 (0.1%)Office

Total Office 12 51,982 $ 62.46 $ 59.90 4.3%

First Half Observatory Results and Reopening

Observatory revenue for January and February 2020 increased 13.2% year-over-year, after adjusting for the 102nd floor observation deck, which was closed for redevelopment in first quarter 2019 and re-opened in the fourth quarter 2019. In compliance with the requirements of authorities, the Company closed the Empire State Building Observatory on March 16,2020 due to the COVID-19 pandemic.

The Observatory was closed for the entirety of the second quarter 2020 and reopened on July 20, 2020. Key highlights, as noted in our July 13th reopening press release, are as follows:

* For the first few weeks, hours of operation will be reduced to 8:00 a.m. to 11:00 p.m. * To avoid crowds that will compromise social distancing, tickets for set times must be purchased at www.esbnyc.com, and initial capacity has been limited to 500 guests in the Observatory's 70,000 square foot space at a time - well below the capacity limits set forth by authorities. * Indoor Environmental Quality components of the Observatory's redevelopment include MERV-13 air filters, AtmosAir air purification and constant ventilation through the introduction of fresh air to, and the exhaust interior air from, the Observatory. MERV-13 filters and ventilation are the standard in all ESRT's new office and retail installations, and AtmosAir can be added to new spaces or retrofitted into existing spaces at the tenant's request. * We have posted our complete Observatory reopening protocols on www.esbnyc.com/safety for the public to view, both to give our guests confidence and to help guide other attractions in best practices.

Balance Sheet

The Company continues to maintain a strong liquidity position with $1.4 billion of total liquidity as of June 30, 2020, which is comprised of $873.0 million of cash, plus an additional $550.0 million available under its revolving credit facility.

At June 30, 2020, the Company had total debt outstanding of approximately $2.5 billion, with a weighted average interest rate of 3.41% per annum, and a weighted average term to maturity of 6.9 years. At June 30, 2020, the Company's net debt to total market capitalization was 43.7% and net debt to EBITDA was 5.2x.

The Company repurchased $52 million of its common stock at a weighted average price of $7.99 per share in the second quarter and year-to-date through July 28, 2020, the Company repurchased a total of $119 million of its common stock at a weighted average share price of $8.67 per share, through a combination of open-market purchases and the execution of a 10b5-1 program.

Personnel Changes

The Company made several personnel changes to position itself for ESRT version 2.0. This builds upon earlier hires and appointments in areas such as technology, energy efficiency and sustainability, and ESG with:

* Appointment of Christina Chiu as Executive Vice President and Chief Financial Officer to lead the Company's finance function and support our growth initiatives; * Appointment of Aaron D. Ratner as Senior Vice President and Chief Investment Officer to build our external growth team; * Departure of John B. Kessler and elimination of the Chief Operating Officer position; and * Refreshment of the Board of Directors with the arrival of R. Paige Hood and departure of William H. Berkman.

Expense Reductions

The Company has undertaken meaningful cost reduction measures to ensure its ongoing strength and position the business optimally through the current environment, which result in expected full year 2020 G&A of $60 million, excluding one-time severance charges. This is approximately 12% less than the previously disclosed G&A run rate of $68 million, broken down as follows:

* Named Executive Officer compensation: ($0.4) million from reduction in annual base salary for Anthony E. Malkin and Thomas P. Durels through December 31, 2020; ($1.2) million from the change in age requirement from 60 to 65 for the accounting vesting period for time-based equity compensation; and ($2.7) million from the departure of our former Chief Operating Officer. * Other corporate overhead: ($1.5) million of net changes from the addition of investment personnel and reductions in executive and corporate staff, and temporary corporate salary reductions through December 31, 2020; and Balance from department budget cuts and lower anticipated spending due to COVID-19. * In addition, the Company announced a $3.9 million reduction in 2021 NEO annual equity compensation, comprised of a $2.7 million reduction for Mr. Malkin and $1.2 million reduction for Mr. Durels. We currently expect 2021 G&A of approximately $58 million and will continue to seek efficiencies and cost reduction opportunities in operating our business. * Property operating expenses $12 million in one-time operating expense savings for 2H 2020 from additional cost reduction efforts. $4 million on an annualized basis of permanent cost reductions due to staffing and other reductions. * Capital expenditures $24 million in lower planned 2020 capital expenditures for buildings improvements compared to 2019 due to focus only on mandatory spending and work previously commenced.

Other Items

The Company recognized the following one-time expenses during the quarter:

* A $4.1 million non-cash write-off of prior capitalized expenditures on a combined heat and power generation project for the Empire State Building that has been rendered economically unfeasible due to New York City's new Local Law 97; and * A $3.0 million one-time charge in general and administrative expenses related to the departure of our former Chief Operating Officer, of which $2.7 million is the non-cash accelerated vesting of equity compensation.

Dividend

On June 30, 2020, the Company paid a dividend of $0.105 per share, or unit as applicable, for the second quarter 2020 to holders of the Company's Class A common stock (NYSE:ESRT) and Class B common stock and to holders of the Series ES, Series 250 and Series 60 partnership units (NYSE Arca: ESBA, FISK and OGCP, respectively) and Series PR partnership units of Empire State Realty OP, L.P., the Company's operating partnership (the "Operating Partnership"). The Company paid a dividend of $0.15 per unit for the second quarter 2020 to holders of the Operating Partnership's Series 2014 private perpetual preferred units and a dividend of $0.175 per unit for the second quarter 2020 to holders of the Operating Partnership's Series 2019 private perpetual preferred units.

Webcast and Conference Call Details

Empire State Realty Trust, Inc. will host a webcast and conference call, open to the general public, on Thursday, July 30, 2020 at 1:00 pm Eastern time.

The webcast will be accessible on the "Investors" section of the Company's website at www.empirestaterealtytrust.com. To listen to the live webcast, go to the site at least five minutes prior to the scheduled start time in order to register and download and install any necessary audio software. Shortly after the call, a replay of the webcast will be available for 90 days on the Company's website.

The conference call can also be accessed by dialing 1-877-407-3982 for domestic callers or 1-201-493-6780 for international callers. A dial-in replay will be available starting shortly after the call until August 6, 2020, which can be accessed by dialing 1-844-512-2921 for domestic callers or 1-412-317-6671 for international callers. The passcode for this dial-in replay is 13706424.

The Supplemental Report and Investor Presentation are integral components of quarterly earnings announcement and are now available on the "Investors" section of the Company's website at www.empirestaterealtytrust.com.

The Company uses, and intends to continue to use, the Investors page of its website, which can be found at www.empirestaterealtytrust.com, as a means of disclosing material nonpublic information and of complying with its disclosure obligations under Regulation FD, including, without limitation, through the posting of investor presentations that may include material nonpublic information. Accordingly, investors should monitor the Investors page, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

About Empire State Realty Trust

Empire State Realty Trust, Inc. (NYSE:ESRT), a leading real estate investment trust (REIT), owns, manages, operates, acquires and repositions office and retail properties in Manhattan and the greater New York metropolitan area, including the Empire State Building, the world's most famous building. Headquartered in New York, New York, the Company's office and retail portfolio covers 10.1 million rentable square feet, as of June 30, 2020, consisting of 9.4 million rentable square feet in 14 office properties, including nine in Manhattan, three in Fairfield County, Connecticut, and two in Westchester County, New York; and approximately 700,000 rentable square feet in the retail portfolio.

Forward-Looking Statements

This press release includes "forward looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words 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. 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: (i) economic, political and social impact of, and uncertainty relating to, the COVID-19 pandemic, including (a) the effectiveness or lack of effectiveness of governmental relief in providing assistance to businesses that have suffered significant declines in revenues as a result of mandatory business shut-downs, "shelter-in-place" or "stay-at-home" orders and social distancing practices, as well as individuals adversely impacted by the COVID-19 pandemic, (b) the duration of any such orders or other formal recommendations for social distancing and the speed and extent to which revenues of the Company's tenants, particularly retail, and the Observatory recover following the lifting of any such orders or recommendations, (c) the potential impact of any such events on the obligations of the Company's tenants to make rent and other payments or honor other commitments, including such tenants' ability to pay rent following the termination of temporary governmental assistance and benefits programs, (d) government moratoriums and/or limits (including temporary closure of certain court systems) which directly or indirectly abridge the enforcement of lease obligations and related guarantees, (e) the potential impact on the Company's human capital management, including restrained productivity associated with work-from-home and risks associated with employees returning to the office, (f) international and national disruption of travel and tourism with a resulting decline in Observatory visitors, and (g) macroeconomic conditions, such as a disruption of, or lack of access to, the capital markets, and general volatility adversely impacting the market price of the Company's Class A common stock and publicly-traded partnership units of the Operating Partnership; (ii) resolution of legal proceedings involving the Company; (iii) reduced demand for office or retail space, including as a result of the COVID-19 pandemic; (iv) changes in our business strategy; (v) changes in technology and market competition that affect utilization of our office, retail, broadcast or other facilities; (vi) changes in domestic or international tourism, including due to health crises such as the COVID-19 pandemic, geopolitical events and/or currency exchange rates, which may cause a decline in Observatory visitors; (vii) defaults on, early terminations of, or non-renewal of, leases by tenants; (viii) increases in the Company's borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of LIBOR after 2021; (ix) declining real estate valuations and impairment charges; (x) termination or expiration of our ground leases; (xi) changes in our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due and potential limitations on our ability to borrow additional funds in compliance with drawdown conditions and financial covenants; (xii) decreased rental rates or increased vacancy rates; (xiii) our failure to redevelop and reposition properties, or to execute any newly planned capital project successfully or on the anticipated timeline or at the anticipated costs; (xiv) difficulties in identifying properties to acquire and completing acquisitions; (xv) risks related to our development projects (including our Metro Tower development site) and capital projects, including the cost of construction delays and cost overruns; (xvi) impact of changes in governmental regulations, tax laws and rates and similar matters; (xvii) our failure to qualify as a REIT; and (xviii) environmental uncertainties and risks related to adverse weather conditions, rising sea levels and natural disasters. For a further discussion of these and other factors that could impact the Company's future results, performance or transactions, see the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, and the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 and other risks described in documents subsequently filed by the Company from time to time with the Securities and Exchange Commission.

While forward-looking statements reflect the Company's good faith beliefs, they are not guarantees of future performance. The Company disclaims any obligation to update or revise publicly any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events, or other changes after the date of this press release, except as required by applicable law. Prospective investors should not place undue reliance on any forward-looking statements, which are based only on information currently available to the Company (or to third parties making the forward-looking statements).

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Operations

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



Three Months Ended June 30,

2020 2019

Revenues

Rental revenue $ 137,999 $ 141,071

Observatory revenue 86 32,895

Lease termination fees 1,033 363

Third-party management and other fees 301 331

Other revenue and fees 1,611 1,584

Total revenues 141,030 176,244

Operating expenses

Property operating expenses 29,750 40,227

Ground rent expenses 2,332 2,332

General and administrative expenses 18,149 15,998

Observatory expenses 4,002 8,360

Real estate taxes 29,579 28,267

Impairment charge 4,101 -

Depreciation and amortization 52,783 44,821

Total operating expenses 140,696 140,005

Total operating income 334 36,239

Other income (expense):

Interest income 1,526 3,899

Interest expense (23,928 ) (20,597 )

Loss on early extinguishment of debt - -

Income (loss) before income taxes (22,068 ) 19,541

Income tax benefit (expense) 2,450 (611 )

Net income (loss) (19,618 ) 18,930

Preferred unit distributions (1,047 ) (234 )

Net (income) loss attributable to non-controlling 7,872 (7,609 )interests

Net income (loss) attributable to common stockholders $ (12,793 ) $ 11,087

Total weighted average shares

Basic 175,433 176,796

Diluted 283,384 298,131

Net income (loss) per share attributable to common stockholders

Basic $ (0.07 ) $ 0.06

Diluted $ (0.07 ) $ 0.06

Empire State Realty Trust, Inc.

Condensed Consolidated Statements of Operations

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



Six Months Ended June 30,

2020 2019

Revenues

Rental revenue $ 286,112 $ 284,488

Observatory revenue 19,630 53,464

Lease termination fees 1,244 751

Third-party management and other fees 647 651

Other revenue and fees 3,621 4,183

Total revenues 311,254 343,537

Operating expenses

Property operating expenses 71,218 83,182

Ground rent expenses 4,663 4,663

General and administrative expenses 34,100 30,024

Observatory expenses 12,156 15,935

Real estate taxes 58,833 56,499

Impairment charge 4,101 -

Depreciation and amortization 98,876 90,919

Total operating expenses 283,947 281,222

Total operating income 27,307 62,315

Other income (expense):

Interest income 2,163 7,638

Interest expense (43,546 ) (41,286 )

Loss on early extinguishment of debt (86 ) -

Income (loss) before income taxes (14,162 ) 28,667

Income tax benefit 2,832 119

Net income (loss) (11,330 ) 28,786

Preferred unit distributions (2,097 ) (468 )

Net (income) loss attributable to non-controlling 5,129 (11,554 )interests

Net income (loss) attributable to common stockholders $ (8,298 ) $ 16,764

Total weighted average shares

Basic 178,029 176,495

Diluted 288,015 298,100

Net income (loss) per share attributable to common stockholders

Basic $ (0.05 ) $ 0.09

Diluted $ (0.05 ) $ 0.09

Empire State Realty Trust, Inc.

Reconciliation of Net Income to Funds From Operations ("FFO"),

Modified Funds From Operations ("Modified FFO") and Core Funds From Operations("Core FFO")

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



Three Months Ended June 30,

2020 2019

Net income (loss) $ (19,618 ) $ 18,930

Preferred unit distributions (1,047 ) (234 )

Real estate depreciation and amortization 51,096 43,822

Impairment charge 4,101 -

FFO attributable to common stockholders and 34.532 62,518 non-controlling interests



Amortization of below-market ground leases 1,958 1,958

Modified FFO attributable to common stockholders and 36.490 64,476 non-controlling interests



Loss on early extinguishment of debt - -

Severance expenses 3,008 -

Core FFO attributable to common stockholders and $ 39,498 $ 64,476 non-controlling interests



Total weighted average shares

Basic 283,384 298,131

Diluted 283,384 298,131

FFO per share

Basic $ 0.12 $ 0.21

Diluted $ 0.12 $ 0.21



Modified FFO per share

Basic $ 0.13 $ 0.22

Diluted $ 0.13 $ 0.22



Core FFO per share

Basic $ 0.14 $ 0.22

Diluted $ 0.14 $ 0.22

Empire State Realty Trust, Inc.

Reconciliation of Net Income to Funds From Operations ("FFO"),

Modified Funds From Operations ("Modified FFO") and Core Funds From Operations("Core FFO")

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



Six Months Ended June 30,

2020 2019

Net income (loss) $ (11,330 ) $ 28,786

Preferred unit distributions (2,097 ) (468 )

Real estate depreciation and amortization 95,526 88,914

Impairment charge 4,101 -

FFO attributable to common stockholders and 86,200 117,232 non-controlling interests



Amortization of below-market ground leases 3,916 3,916

Modified FFO attributable to common stockholders and 90,116 121,148 non-controlling interests



Loss on early extinguishment of debt 86 -

Severance expenses 3,008 -

Core FFO attributable to common stockholders and $ 93,210 $ 121,148 non-controlling interests



Total weighted average shares

Basic 288,015 298,100

Diluted 288,015 298,100

FFO per share

Basic $ 0.30 $ 0.39

Diluted $ 0.30 $ 0.39



Modified FFO per share

Basic $ 0.31 $ 0.41

Diluted $ 0.31 $ 0.41



Core FFO per share

Basic $ 0.32 $ 0.41

Diluted $ 0.32 $ 0.41

Empire State Realty Trust, Inc.

Condensed Consolidated Balance Sheets

(unaudited and amounts in thousands)



June 30, 2020 December 31, 2019

Assets

Commercial real estate properties, at cost $ 3,125,049 $ 3,109,433

Less: accumulated depreciation (911,546 ) (862,534 )

Commercial real estate properties, net 2,213,503 2,246,899

Cash and cash equivalents 872,970 233,946

Restricted cash 58,878 37,651

Tenant and other receivables 29,800 25,423

Deferred rent receivables 226,444 220,960

Prepaid expenses and other assets 68,109 65,453

Deferred costs, net 211,356 228,150

Acquired below market ground leases, net 348,651 352,566

Right of use assets 29,205 29,307

Goodwill 491,479 491,479

Total assets $ 4,550,395 $ 3,931,834

Liabilities and equity

Mortgage notes payable, net $ 603,974 $ 605,542

Senior unsecured notes, net 973,053 798,392

Unsecured term loan facility, net 387,059 264,640

Unsecured revolving credit facility, net 546,778 -

Accounts payable and accrued expenses 104,992 143,786

Acquired below market leases, net 35,170 39,679

Ground lease liabilities 29,205 29,307

Deferred revenue and other liabilities 62,996 72,015

Tenants' security deposits 51,130 30,560

Total liabilities 2,794,357 1,983,921

Total equity 1,756,038 1,947,913

Total liabilities and equity $ 4,550,395 $ 3,931,834

_______________ 1 Collections against total billings, not adjusted for deferral agreements or application of security deposits 2 Collections against total billings, not adjusted for deferral agreements and reflects applied and potential application of security deposits

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CONTACT: Investors Empire State Realty Trust Investor Relations (212) 850-2678 IR@empirestaterealtytrust.com

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