Equity

9 Months Ended

Sep. 30, 2019

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.

On May 16, 2019, the Empire State Realty Trust, Inc. Empire State Realty OP, L.P. 2019 Equity Incentive Plan (“2019 Plan”) was approved by our shareholders. The 2019 Plan provides for grants to directors, employees and consultants of our company and operating partnership, including options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalents and other equity-based awards. An aggregate of approximately 11.0 million shares of our common stock are authorized for issuance under awards granted pursuant to the 2019 Plan. We will not issue any new equity awards under the First Amended and Restated Empire State Realty Trust, Inc. and Empire State Realty OP, L.P. 2013 Equity Incentive Plan ("2013 Plan", and collectively with the 2019 Plan, "the Plans"). The shares of Class A common stock underlying any awards under the 2019 Plan and the 2013 Plan that are forfeited, canceled or otherwise terminated, other than by exercise, will be added back to the shares of Class A common stock available for issuance under the 2019 Plan. Shares tendered or held back upon exercise of a stock option or settlement of an award under the 2019 Plan or the 2013 Plan to cover the exercise price or tax withholding and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of Class A common stock available for issuance under the 2019 Plan. In addition, shares of Class A common stock repurchased on the open market will not be added back to the shares of Class A common stock available for issuance under the 2019 Plan.

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 Plans, 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				Nine Months Ended,
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Net income attributable to common stockholders	$	15,882	$	16,342	$	32,646	$	42,761
Increase in additional paid-in capital for the conversion of OP Units into common stock	12,908		5,765		21,773		31,605
Change from net income attributable to common stockholders and transfers from non-controlling interests	$	28,790	$	22,107	$	54,419	$	74,366

As of September 30, 2019, there were 304,256,572 OP Units outstanding, of which 180,149,553, or 59.2%, were owned by us and 124,107,019, or 40.8%, were owned by other partners, including certain directors, officers and other members of executive management.

Private Perpetual Preferred Units

During September 2019, the Operating Partnership commenced an offer to exchange 15,000,000 newly issued Series 2019 Private Perpetual Preferred Units ("Series 2019 Preferred Units") for outstanding Series ES operating partnership units, Series 60 operating partnership units, Series 250 operating partnership units and Series PR operating partnership units on a one-for-one basis, in reliance upon an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. The Series 2019 Preferred Units have a liquidation preference of $13.52 per unit and are entitled to receive cumulative preferential annual cash distributions of $0.70 per unit payable in arrears on a quarterly basis. The Series 2019 Preferred Units are not redeemable at the option of the holders and are redeemable at our option only upon the occurrence of certain events involving a change in control and the payment of an amount equal to 200% of such liquidation preference. The offering is set to expire on November 22, 2019.

Dividends and Distributions

Total dividends paid to common stockholders were $18.9 million and $56.1 million for the three and nine months ended September 30, 2019, respectively, and $17.7 million and $52.5 million for the three and nine months ended September 30, 2018, respectively. Total distributions paid to OP unitholders, excluding inter-company distributions, were $13.0 million and $39.6 million for the three and nine months ended September 30, 2019, respectively, and $14.1 million and $42.7 million for the three and nine months ended September 30, 2018, respectively. Total distributions paid to preferred unitholders were $0.2 million and $0.7 million for the three and nine months ended September 30, 2019, respectively and $0.2 million and $0.7 million for the three and nine months ended September 30, 2018, respectively.

Incentive and Share-Based Compensation

The Plans provide 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 11.0 million shares of our common stock is authorized for issuance under awards granted pursuant to the 2019 Plan, and as of September 30, 2019, 11.5 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.

In May 2019, we made grants of LTIP units to our non-employee directors under the 2019 Plan. At such time, we granted a total of 70,746 LTIP units that are subject to time-based vesting with fair market values of $1.0 million. The awards vest ratably over three years from the date of the grant, subject generally to the director's continued service on our Board of Directors.

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 nine months ended September 30, 2019 were valued at $27.9 million. The weighted-average per unit or share fair value was $9.55 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 nine months ended September 30, 2019:



	Restricted Stock		LTIP Units		Weighted Average Grant Fair Value
Unvested balance at December 31, 2018	91,158		5,702,821		$	9.68
Vested	(35,724	)	(598,402	)	15.98
Granted	69,358		2,848,726		9.55
Forfeited or unearned	(5,762	)	(1,972,548	)	7.34
Unvested balance at September 30, 2019	119,030		5,980,597		$	9.72

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 $0.3 million and $1.8 million for the three and nine months ended September 30, 2019, respectively, and $0.4 million and $1.7 million for the three and nine months ended September 30, 2018, respectively. Unrecognized compensation expense was $1.4 million at September 30, 2019, which will be recognized over a weighted average period of 2.3 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 $3.4 million and $13.6 million for the three and nine months ended September 30, 2019, respectively, and $4.5 million and $12.4 million for the three and nine months ended September 30, 2018, respectively. Unrecognized compensation expense was $33.8 million at September 30, 2019, which will be recognized over a weighted average period of 2.3 years.

Earnings Per Share

Earnings per share for the three and nine months ended September 30, 2019 and 2018 is computed as follows (amounts in thousands, except per share amounts):



	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Numerator - Basic:
Net income	$	26,784		$	29,230		$	55,570		$	77,472
Private perpetual preferred unit distributions	(234		)	(234		)	(702		)	(702		)
Net income attributable to non-controlling interests	(10,668		)	(12,654		)	(22,222		)	(34,009		)
Earnings allocated to unvested shares	(13		)	(10		)	(33		)	(26		)
Net income attributable to common stockholders - basic	$	15,869		$	16,332		$	32,613		$	42,735

Numerator - Diluted:
Net income	$	26,784		$	29,230		$	55,570		$	77,472
Private perpetual preferred unit distributions	(234		)	(234		)	(702		)	(702		)
Earnings allocated to unvested shares	(13		)	(10		)	(33		)	(26		)
Net income attributable to common stockholders - diluted	$	26,537		$	28,986		$	54,835		$	76,744

Denominator:
Weighted average shares outstanding - basic	178,352			167,657			177,428			165,613
Operating partnership units	119,799			129,821			120,689			131,567
Effect of dilutive securities:
Stock-based compensation plans	—			—			—			1
Weighted average shares outstanding - diluted	298,151			297,478			298,117			297,181

Earnings per share:
Basic	$	0.09		$	0.10		$	0.18		$	0.26
Diluted	$	0.09		$	0.10		$	0.18		$	0.26

There were 452,457 and 288,053 antidilutive shares and LTIP units for the three and nine months ended September 30, 2019, respectively, and 541,947 and 458,698 antidilutive shares and LTIP units for the three and nine months ended September 30, 2018, respectively.