Financial Instruments and Fair Values

9 Months Ended

Sep. 30, 2024

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 September 30, 2024, the fair value of derivatives in a net liability position, that includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $2.1 million. If we had breached any of these

provisions at September 30, 2024, we could have been required to settle our obligations under the agreements at their termination value of $2.1 million.

As of September 30, 2024 and December 31, 2023, we had interest rate swaps and caps with an aggregate notional value of $680.4 million and $573.2 million, respectively. The notional value does not represent exposure to credit, interest rate or market risks. As of September 30, 2024, the fair value of our derivative instruments in an asset position amounted to $5.7 million, which is included in prepaid expenses and other assets, and the fair value of our derivative instruments in a liability position amounted to $2.1 million, that is included in accounts payable and accrued expenses on the consolidated balance sheet on the condensed consolidated balance sheet. As of December 31, 2023, the fair value of our derivative instruments amounted to $11.8 million which is included in prepaid expenses and other assets, and $0.1 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 facilities. Interest rate caps not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.

As of September 30, 2024 and 2023, our cash flow hedges are deemed highly effective and a net unrealized loss of $(11.8) million and $(3.7) million for the three and nine months ended September 30, 2024, respectively, and a net unrealized gain of $7.3 million and $10.6 million for the three and nine months ended September 30, 2023, 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 loss related to derivatives will be reclassified to interest expense as interest payments are made on the debt. We estimate that $1.0 million net gain 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:


(amounts in thousands, except percentages)								September 30, 2024				December 31, 2023
Derivative	Notional Amount		Receive Rate	Pay Rate		Effective Date	Expiration Date	Asset		Liability		Asset		Liability
Interest rate swap	$	36,820	70% of 1 Month SOFR	2.5000%		December 1, 2021	November 1, 2030	$	—	$	(269)	$	64	$	—
Interest rate swap	103,790		70% of 1 Month SOFR	2.5000%		December 1, 2021	November 1, 2033	—		(1,075)		—		(85)
Interest rate swap	10,710		70% of 1 Month SOFR	1.7570%		December 1, 2021	November 1, 2033	415		—		546		—
Interest rate swap	14,642		1 Month SOFR	2.2540%		December 1, 2021	November 1, 2030	505		—		782		—
Interest rate cap	6,780		70% of 1 Month SOFR	4.5000%		December 1, 2021	October 1, 2024	—		—		—		—
Interest rate cap	9,188		1 Month SOFR	5.5000%		December 1, 2021	October 1, 2024	—		—		4		—
Interest rate swap	175,000		SOFR Compound	2.5620%		August 31, 2022	December 31, 2026	3,009		—		5,637		—
Interest rate swap	107,500		SOFR Compound	2.6260%		August 19, 2022	March 19, 2025	832		—		2,384		—
Interest rate swap	107,500		SOFR OIS Compound	2.6280%		August 19, 2022	March 19, 2025	831		—		2,383		—
Interest rate cap	6,780		70% of 1 Month SOFR	4.5000%		October 1, 2024	November 1, 2030	25		—		—		—
Interest rate cap	6,676		1 Month SOFR	5.5000%		October 1, 2024	November 1, 2030	56		—		—		—
Interest rate swap	47,500		1 Month SOFR	3.3090	%	March 19, 2025	March 8, 2029	—		(404)		—		—
Interest rate swap	47,500		1 Month SOFR	3.3030	%	March 19, 2025	March 8, 2029	—		(395)		—		—
	$	680,386						$	5,673	$	(2,143)	$	11,800	$	(85)

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss):


	Three Months Ended				Nine Months Ended
(amounts in thousands)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Amount of gain (loss) recognized in other comprehensive income (loss)	$	(9,341)	$	9,525	$	1,710	$	16,058
Amount of (gain) reclassified from accumulated other comprehensive income (loss) into interest expense	(2,457)		(2,275)		(5,448)		(5,429)

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the condensed consolidated statements of operations:


	Three Months Ended				Nine Months Ended
(amounts in thousands)	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded	$	(27,408)	$	(25,382)	$	(77,859)	$	(76,091)
Amount of gain reclassified from accumulated other comprehensive income (loss) into interest expense	2,457		2,275		5,448		5,429

Fair Valuation

The estimated fair values at September 30, 2024 and December 31, 2023 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 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 our derivatives were classified as Level 2 of the fair value hierarchy.

The fair values of our mortgage notes payable, senior unsecured notes (Series A, B, C, D, E, F, G, H, I, J, and K), unsecured term loan facilities and unsecured revolving credit facility 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 by us.

The following tables summarize the carrying and estimated fair values of our financial instruments:


	September 30, 2024
			Estimated Fair Value
(amounts in thousands)	Carrying Value		Total		Level 1		Level 2		Level 3
Interest rate swaps and caps included in prepaid expenses and other assets	$	5,673	$	5,673	$	—	$	5,673	$	—
Interest rate swaps included in accounts payable and accrued expenses	2,143		2,143		—		2,143		—
Mortgage notes payable	692,989		623,788		—		—		623,788
Senior unsecured notes - Series A-K	1,196,911		1,147,018		—		—		1,147,018
Unsecured term loan facilities	268,655		270,000		—		—		270,000
Unsecured revolving credit facility	120,000		120,000		—		—		120,000


	December 31, 2023
			Estimated Fair Value
(amounts in thousands)	Carrying Value		Total		Level 1		Level 2		Level 3
Interest rate swaps and caps included in prepaid expenses and other assets	$	11,800	$	11,800	$	—	$	11,800	$	—
Interest rate swaps included in accounts payable and accrued expenses	85		85		—		85		—
Mortgage notes payable	877,388		774,280		—		—		774,280
Senior unsecured notes - Series A-H	973,872		882,242		—		—		882,242
Unsecured term loan facilities	389,286		390,000		—		—		390,000

The fair value of debt associated with property in receivership, which has a carrying value of $177.7 million as of September 30, 2024, and categorized as Level 3 of the fair value hierarchy, was $159.8 million as of September 30, 2024.

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of September 30, 2024 and December 31, 2023. 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Empire State Realty OP, L.P. 10-Q