XML 44 R24.htm IDEA: XBRL DOCUMENT v3.20.4
Stockholders' Equity of the Company
12 Months Ended
Dec. 31, 2020
Stockholders' Equity Note [Abstract]  
Stockholders' Equity of the Company Stockholders’ Equity of the Company
Common Stock
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2020, 68,508,127 shares of common stock and no shares of excess stock were issued and outstanding.
On December 4, 2020 our Board of Directors declared an ordinary dividend and a special dividend (together, "the Total Dividend"). The Total Dividend was paid on January 15, 2021 to shareholders of record at the close of business on December 15, 2020 ("the Record Date"). Shareholders had the opportunity to elect to receive the Total Dividend in the form of all cash or all stock, subject to proration if either option was oversubscribed.
To mitigate the dilutive impact of the common stock issued in the special dividend, the board of directors also authorized a reverse stock split, which was effective after markets closed on January 20, 2021. On January 8, 2021, a committee of the Board of Directors calculated the ratio for the reverse stock split of our issued and outstanding shares of common stock as 1.02918-for-1. After the issuance of the dividend and the completion of the reverse stock split, the number of shares of our common stock outstanding was equivalent to the number of total shares outstanding on the Record Date (not including any issuances or repurchases that occurred following the Record Date, as well as any fractional shares that would have been issued but for which cash-in-lieu was paid). However, on a relative basis, some individual shareholders may have more shares of SLG’s common stock, and some individual shareholders may have fewer shares of our common stock, depending on their individual elections to receive cash or stock and as a result of the cash option being oversubscribed.
All share-related references and measurements including the number of shares outstanding, share prices, number of shares repurchased, earnings per share, dividends per share, and share-based compensation awards, have been retroactively adjusted to reflect the reverse stock split for all periods presented in this Annual Report on Form 10-K.
Share Repurchase Program
In August 2016, our Board of Directors approved a share repurchase program under which we can buy up to $1.0 billion of shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
At December 31, 2020, repurchases executed under the program were as follows:
Period
Shares repurchased
Average price paid per share
Cumulative number of shares repurchased as part of the repurchase plan or programs
Year ended 20178,105,881$104.618,105,881
Year ended 20189,468,617$99.0317,574,498
Year ended 20194,465,857$86.0622,040,355
Year ended 2020 (1)
8,538,995$62.3930,579,350
(1) Includes 63,374 shares of common stock repurchased by the Company in December 2020 that were settled in January 2021.
Perpetual Preferred Stock
We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock, outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are entitled to redeem the Series I Preferred Stock at any time, in whole or from time to time in part, at par for cash. In August 2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I Preferred Units.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2018, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the years ended December 31, 2020, 2019, and 2018, respectively (dollars in thousands):
Year Ended December 31,
202020192018
Shares of common stock issued16,676 3,757 1,359 
Dividend reinvestments/stock purchases under the DRSPP$1,006 $334 $136 
Earnings per Share
We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity.
SL Green's earnings per share for the years ended December 31, 2020, 2019, and 2018 are computed as follows (in thousands):
Year Ended December 31,
Numerator202020192018
Basic Earnings:
Income attributable to SL Green common stockholders$356,105 $255,484 $232,312 
Less: distributed earnings allocated to participating securities
(1,687)$(1,702)$(1,042)
Less: undistributed earnings allocated to participating securities
(83)— — 
Net income attributable to SL Green common stockholders (numerator for basic earnings per share)$354,335 $253,782 $231,270 
Add back: Dilutive effect of earnings allocated to participating securities
1,770 1,702 1,042 
Add back: Effect of dilutive securities (redemption of units to common shares)
20,016 13,301 12,216 
Income attributable to SL Green common stockholders (numerator for diluted earnings per share)$376,121 $268,785 $244,528 
Year Ended December 31,
Denominator202020192018
Basic Shares:
Weighted average common stock outstanding72,552 79,415 84,090 
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares4,096 4,275 4,562 
Stock-based compensation plans440 544 419 
Contingently issuable shares from special dividend declared December 4, 2020155 — — 
Diluted weighted average common stock outstanding77,243 84,234 89,071 
SL Green has excluded 1,728,136, 1,217,153 and 1,106,363 common stock equivalents from the diluted shares outstanding for the years ended December 31, 2020, 2019, and 2018 respectively, as they were anti-dilutive.