0001104659-13-056715.txt : 20130725 0001104659-13-056715.hdr.sgml : 20130725 20130725170943 ACCESSION NUMBER: 0001104659-13-056715 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130724 ITEM INFORMATION: Other Events FILED AS OF DATE: 20130725 DATE AS OF CHANGE: 20130725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SL GREEN REALTY CORP CENTRAL INDEX KEY: 0001040971 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133956775 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13199 FILM NUMBER: 13987129 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: ATTN: STEVEN KAHN CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 2125942700 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE STREET 2: ATTN: STEVEN KAHN CITY: NEW YORK STATE: NY ZIP: 10170 8-K 1 a13-17162_48k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

July 25, 2013 (July 24, 2013)

 

SL GREEN REALTY CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

MARYLAND

(STATE OF INCORPORATION)

 

1-13199

 

13-3956775

(COMMISSION FILE NUMBER)

 

(IRS EMPLOYER ID. NUMBER)

 

420 Lexington Avenue

 

 

New York, New York

 

10170

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(ZIP CODE)

 

(212) 594-2700

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01.             Other Events.

 

Second Quarter 2013 Results

 

Summary

 

On July 24, 2013, SL Green Realty Corp. (the “Company”) reported funds from operations (“FFO”) of $120.5 million, or $1.27 per diluted share, for the quarter ended June 30, 2013 inclusive of charges related to the redemption of the Series C Cumulative Redeemable Preferred Stock of $12.2 million, or $0.13 per diluted share, and transaction costs of $1.7 million, or $0.02 per diluted share, compared to $179.0 million, or $1.92 per diluted share, for the same quarter in 2012 after giving consideration to transaction costs of $2.0 million, or $0.02 per diluted share.  The prior year results reflect additional income of $67.9 million, or $0.73 per diluted share, related to profit, from the recapitalization of 717 Fifth Avenue.

 

Net income attributable to common stockholders totaled $8.3 million, or $0.09 per diluted share, for the quarter ended June 30, 2013, compared to $103.0 million, or $1.14 per diluted share, for the same quarter in 2012.

 

Operating and Leasing Activity

 

For the second quarter of 2013, the Company reported revenues and operating income of $365.1 million and $207.4 million, respectively, compared to $344.5 million and $264.2 million, respectively, for the same period in 2012.

 

Same-store cash NOI on a combined basis increased by 2.2 percent to $184.8 million for the quarter ended June 30, 2013 as compared to the same period in 2012.  Consolidated property same-store cash NOI increased by 2.4 percent to $160.8 million and unconsolidated joint venture property same-store cash NOI increased 0.9 percent to $24.0 million.

 

Same-store cash NOI on a combined basis increased by 3.3 percent to $366.0 million for the six months ended June 30, 2013 as compared to the same period in 2012.  Consolidated property same-store cash NOI increased by 3.6 percent to $318.4 million and unconsolidated joint venture property same-store cash NOI increased 1.4 percent to $47.7 million.

 

Occupancy for the Company’s stabilized, same-store Manhattan portfolio at June 30, 2013 increased to 94.4 percent compared to 93.8 percent at June 30, 2012 and 94.3 percent at March 31, 2013.

 

During the quarter, the Company signed 69 office leases in its Manhattan portfolio totaling 768,682 square feet.  Twenty-nine leases totaling 228,159 square feet represented office leases that replaced previous vacancy. Forty office leases comprising 540,523 square feet, which had been occupied within the prior twelve months, had average starting rents of $65.32 per rentable square foot, representing an 11.7 percent increase over the previously fully escalated rents on the same office spaces.  The average lease term on the Manhattan office leases signed in the second quarter was 7.1 years and average tenant concessions were 3.3 months of free rent with a tenant improvement allowance of $32.17 per rentable square foot.

 

During the quarter, 641,012 square feet of office leases commenced in the Manhattan portfolio.  Office leases totaling 131,210 square feet replaced previous vacancy. Office leases comprising the remaining 509,802 square feet, which had been occupied within the prior twelve months, had average starting rents of $56.60 per rentable square foot, representing a 5.0 percent increase over the previously fully escalated rents on the same office spaces.

 

Occupancy for the Company’s Suburban portfolio increased to 80.5 percent at June 30, 2013, compared to 80.2 percent at March 31, 2013.

 

During the quarter, the Company signed 44 office leases in the Suburban portfolio totaling 269,955 square feet.  Twenty leases totaling 99,582 square feet represented office leases that replaced previous vacancy. Twenty-four office leases comprising the remaining 170,373 square feet, which had been occupied within the prior twelve months, had average starting rents of $30.46 per rentable square foot, representing a 10.6 percent decrease over the

 

2



 

previously fully escalated rents on the same office spaces.  The average lease term on the Suburban office leases signed in the second quarter was 6.2 years and average tenant concessions were 4.8 months of free rent with a tenant improvement allowance of $17.49 per rentable square foot.

 

During the quarter, 211,056 square feet of office leases commenced in the Suburban portfolio.  Leases totaling 59,648 square feet represented office leases that replaced previous vacancy. Office leases comprising 151,408 square feet had been occupied within the prior twelve months and had average starting rents of $34.25 per rentable square foot, representing a 10.3 percent decrease over the previously fully escalated rents on the same office spaces.

 

Significant leases that were signed during the second quarter included:

 

·                  Early renewal on 178,024 square feet with The Travelers Indemnity Company for 5.0 years at 485 Lexington Avenue bringing the remaining lease term to 8.2 years;

 

·                  Early renewal and expansion on 72,080 square feet with IMG Worldwide, Inc. for a weighted average term of 10.1 years at 304 Park Avenue South bringing the remaining lease term to 14.8 years;

 

·                  New lease on 52,450 square feet with Pandora Media, Inc. for 10.0 years at 125 Park Avenue;

 

·                  New lease on 49,541 square feet with Blue Mountain Realty, LLC for 10.0 years at 280 Park Avenue;

 

·                  New lease on 49,541 square feet with Promontory Financial Group, LLC for 10.0 years at 280 Park Avenue;

 

·                  Early renewal on 37,224 square feet with Deloitte LLP for 10.0 years at Jericho Plaza bringing the remaining lease term to 11.1 years;

 

·                  Early renewal on 36,920 square feet with SGS North America, Inc. for 11.0 years at The Meadows bringing the remaining lease term to 11.8 years; and

 

·                  Early renewal on 35,113 square feet with Beth Israel Medical Center for 15.6 years at 555 West 57th Street bringing the remaining lease term to 16.6 years.

 

Marketing, general and administrative, or MG&A, expenses for the quarter ended June 30, 2013 were $21.5 million, or 5.0 percent of total revenues including the Company’s share of joint venture revenue compared to $20.7 million, or 5.2 percent for the quarter ended June 30, 2012.

 

Real Estate Investment Activity

 

In March 2013, the Company entered into an agreement to sell its 130,000 square foot property located at 300 Main Street in Stamford, Connecticut for $13.5 million.  The property, which was acquired by the Company in January 2007, is encumbered by an $11.5 million first mortgage.  The sale is expected to close during the third quarter of 2013, subject to customary closing conditions.

 

In April 2013, the Company acquired interests from its joint venture partner, City Investment Fund, in 16 Court Street in Brooklyn, in a transaction which valued the Property at $96.2 million, inclusive of the $84.6 million mortgage encumbering the property.  This property, which was originally acquired by the joint venture in July 2007, was previously accounted for as an investment in unconsolidated joint ventures.

 

In June 2013, the Company entered into an agreement to sell its 345,400 square foot property located at 333 West 34th Street in Manhattan for $220.3 million, or approximately $630 per square foot.  The building which was acquired by the Company in June 2007, is 100 percent occupied and is unencumbered by debt.  The sale is expected to close during the third quarter of 2013, subject to customary closing conditions.

 

3



 

Debt and Preferred Equity Investment Activity

 

The Company’s debt and preferred equity investment portfolio totaled $1.2 billion at June 30, 2013.  During the second quarter, the Company purchased and originated new debt and preferred equity investments totaling $79.0 million, all of which are collateralized by New York City commercial office properties, and recorded $297.1 million of principal reductions from investments that were sold or repaid. The debt and preferred equity investment portfolio had a weighted average maturity of 2.37 years as of June 30, 2013 and had a weighted average yield during the quarter ended June 30, 2013 of 10.96 percent.

 

During the second quarter, the Company recorded additional income of $6.4 million in connection with the repayment at par of the first mortgage secured by interests in 315 Park Avenue South, Manhattan. The Company acquired this non-performing loan with an original balance of $219.0 million in November 2012.

 

Financing and Capital Activity

 

In April 2013, the Company refinanced the previous $119.6 million first mortgage at 1552-1560 Broadway with a new three-year construction financing facility totaling $200.0 million, which carries a weighted average floating rate of interest of 317 basis points over the 30-day LIBOR.

 

In April 2013, the Company refinanced the maturing $12.0 million mortgage at 21 East 66th Street with a new $12.0 million 10-year mortgage which bears interest at a fixed rate of 3.6 percent.

 

In May 2013, the Company refinanced the maturing $53.2 million mortgage at 29 West 34th Street with a new $53.2 million five-year mortgage which carries a floating rate of interest of 190 basis points over the 30-day LIBOR.

 

During the second quarter, the Company redeemed all 7,700,000 outstanding shares of its 7.625% Series C Cumulative Redeemable Preferred Stock at a redemption price of $25.00 per share, plus $0.3495 per share in accumulated and unpaid dividends on such shares through the redemption date.

 

Dividends

 

During the second quarter of 2013, the Company declared quarterly dividends on its outstanding common and preferred stock as follows:

 

·                  $0.33 per share of common stock, which was paid on July 15, 2013 to stockholders of record on the close of business on July 1, 2013; and

 

·                  $0.40625 per share on the Company’s 6.50% Series I Cumulative Redeemable Preferred Stock for the period April 15, 2013 through and including July 14, 2013, which was paid on July 15, 2013 to stockholders of record on the close of business on July 1, 2013, and reflects the regular quarterly dividend which is the equivalent of annualized dividend of $1.625 per share.

 

Non-GAAP Supplemental Financial Measures

 

Funds from Operations (FFO)

 

FFO is a widely recognized measure of REIT performance.  The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does.  The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring, sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.  The Company presents FFO because it consider it an important supplemental measure of the Company’s operating performance and believe that it is frequently used by securities

 

4



 

analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties.  The Company also uses FFO as one of several criteria to determine performance-based bonuses for members of its senior management.  FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time.  Historically, however, real estate values have risen or fallen with market conditions.  Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs, providing perspective not immediately apparent from net income.  FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s  liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions.

 

Funds Available for Distribution (FAD)

 

FAD is a non-GAAP financial measure that is not intended to represent cash flow for the period and is not indicative of cash flow provided by operating activities as determined in accordance with GAAP. FAD is presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company’s ability to fund its dividends.  Because all companies do not calculate FAD the same way, the presentation of FAD may not be comparable to similarly titled measures of other companies.  FAD does not represent cash flow from operating, investing and finance activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of the Company’s liquidity.

 

Same-Store Net Operating Income, Same-Store Cash Net Operating Income and Related Measures

 

The Company presents same-store net operating income, same-store cash net operating income, same-store joint venture net operating income, and same-store joint venture cash net operating income because the Company believes that these measures provide investors with useful information regarding the operating performance of properties that are comparable for the periods presented. For properties owned since January 1, 2012 and still owned in the same manner at the end of the current quarter, the Company determines same-store net operating income by subtracting same-store property operating expenses and ground rent from same-store recurring rental and tenant reimbursement revenues. Same-store cash net operating income is derived by deducting same-store straight line and free rent from, and adding same-store tenant credit loss allowance to, same-store net operating income. Same-store joint venture net operating income and same-store joint venture cash net operating income are calculated in the same manner as noted above, but includes just the Company’s pro-rata share of the joint venture net operating income. None of these measures is an alternative to net income (determined in accordance with GAAP) and same-store performance should not be considered an alternative to GAAP net income performance.

 

5



 

SL GREEN REALTY CORP.

 

CONSOLIDATED STATEMENTS OF INCOME

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

 

 

 

Three Months Ended
June 
30,

 

Six Months Ended
June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental revenue, net

 

$

273,307  

 

$

263,838

 

$

539,755

 

$

520,595

 

Escalation and reimbursement

 

39,381

 

40,967

 

79,926

 

82,080

 

Investment and preferred equity income

 

46,731

 

33,448

 

99,439

 

59,786

 

Other income

 

5,726

 

6,282

 

11,493

 

16,659

 

Total revenues

 

365,145

 

344,535

 

730,613

 

679,120

 

Expenses:

 

 

 

 

 

 

 

 

 

Operating expenses (including approximately $4,319 and $8,469 (2013) and $4,773 and $8,244 (2012) paid to related parties)

 

69,432

 

67,434

 

141,630

 

139,319

 

Real estate taxes

 

52,710

 

52,256

 

106,114

 

103,453

 

Ground rent

 

8,649

 

8,890

 

19,640

 

17,696

 

Interest expense, net of interest income

 

83,276

 

82,159

 

164,447

 

162,130

 

Amortization of deferred financing costs

 

4,240

 

3,553

 

8,703

 

7,133

 

Depreciation and amortization

 

82,020

 

76,207

 

161,114

 

151,739

 

Loan loss and other investment reserves, net of recoveries

 

 

 

 

564

 

Transaction related costs

 

1,711

 

1,970

 

3,068

 

3,026

 

Marketing, general and administrative

 

21,514

 

20,721

 

42,582

 

40,917

 

Total expenses

 

323,552

 

313,190

 

647,298

 

625,977

 

Income from continuing operations before equity in net income of unconsolidated joint ventures, noncontrolling interests and discontinued operations

 

41,593

 

31,345

 

83,315

 

53,143

 

Equity in net (loss) income from unconsolidated joint ventures

 

(3,761

)

70,890

 

1,313

 

69,330

 

Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate

 

(3,583

)

9,534

 

(3,583

)

16,794

 

Loss on sale of investment in marketable securities

 

(8

)

 

(65

)

 

Purchase price fair value adjustment

 

(2,305

)

 

(2,305

)

 

Depreciable real estate reserves, net of recoveries

 

 

5,789

 

 

5,789

 

Loss on early extinguishment of debt

 

(10

)

 

(18,523

)

 

Income from continuing operations

 

31,926

 

117,558

 

60,152

 

145,056

 

Net (loss) income from discontinued operations

 

(678

)

899

 

320

 

1,931

 

Gain on sale of discontinued operations

 

 

 

1,113

 

6,627

 

Net income

 

31,248

 

118,457

 

61,585

 

153,614

 

Net income attributable to noncontrolling interests in the Operating Partnership

 

(244

)

(3,421

)

(799

)

(4,309

)

Net income attributable to noncontrolling interests in other partnerships

 

(3,004

)

(3,887

)

(5,905

)

(4,958

)

Preferred unit distributions

 

(565

)

(565

)

(1,130

)

(962

)

Net income attributable to SL Green

 

27,435

 

110,584

 

53,751

 

143,385

 

Preferred stock redemption costs

 

(12,160

)

 

(12,160

)

 

Perpetual preferred stock dividends

 

(6,999

)

(7,544

)

(14,406

)

(15,089

)

Net income attributable to SL Green common stockholders

 

$

8,276

 

$

103,040

 

$

27,185

 

$

128,296

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share (EPS)

 

 

 

 

 

 

 

 

 

Net income per share (Basic)

 

$

0.09

 

$

1.15

 

$

0.30

 

$

1.45

 

Net income per share (Diluted)

 

$

0.09

 

$

1.14

 

$

0.30

 

$

1.45

 

 

 

 

 

 

 

 

 

 

 

Funds From Operations (FFO)

 

 

 

 

 

 

 

 

 

FFO per share (Basic)

 

$

1.28

 

$

1.93

 

$

2.44

 

$

3.05

 

FFO per share (Diluted)

 

$

1.27

 

$

1.92

 

$

2.43

 

$

3.03

 

 

 

 

 

 

 

 

 

 

 

Basic ownership interest

 

 

 

 

 

 

 

 

 

Weighted average REIT common shares for net income per share

 

91,660

 

89,789

 

91,530

 

88,265

 

Weighted average partnership units held by noncontrolling interests

 

2,652

 

3,193

 

2,694

 

3,121

 

Basic weighted average shares and units outstanding for FFO per share

 

94,312

 

92,982

 

94,224

 

91,386

 

 

 

 

 

 

 

 

 

 

 

Diluted ownership interest

 

 

 

 

 

 

 

 

 

Weighted average REIT common share and common share equivalents

 

91,884

 

90,158

 

91,758

 

88,645

 

Weighted average partnership units held by noncontrolling interests

 

2,652

 

3,193

 

2,694

 

3,121

 

Diluted weighted average shares and units outstanding

 

94,536

 

93,351

 

94,452

 

91,766

 

 

6



 

SL GREEN REALTY CORP.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share data)

 

 

 

June 30,
2013

 

December 31,
2012

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate properties, at cost:

 

 

 

 

 

Land and land interests

 

$

2,866,048

 

$

2,886,099

 

Buildings and improvements

 

7,393,930

 

7,389,766

 

Building leasehold and improvements

 

1,352,953

 

1,346,748

 

Properties under capital lease

 

50,332

 

40,340

 

 

 

11,663,263

 

11,662,953

 

Less accumulated depreciation

 

(1,502,694

)

(1,393,323

)

 

 

10,160,569

 

10,269,630

 

Assets held for sale

 

207,665

 

4,901

 

Cash and cash equivalents

 

198,969

 

189,984

 

Restricted cash

 

130,483

 

136,071

 

Investment in marketable securities

 

26,266

 

21,429

 

Tenant and other receivables, net of allowance of $20,466 and $21,652 in 2013 and 2012, respectively

 

51,646

 

48,544

 

Related party receivables

 

6,845

 

7,531

 

Deferred rents receivable, net of allowance of $29,821 and $29,580 in 2013 and 2012, respectively

 

360,954

 

340,747

 

Debt and preferred equity investments, net of discounts and deferred origination fees of $27,107 and $22,341 and allowance of $7,000 both in 2013 and 2012, respectively

 

1,227,421

 

1,348,434

 

Investments in and advances to unconsolidated joint ventures

 

1,085,793

 

1,032,243

 

Deferred costs, net

 

246,058

 

261,145

 

Other assets

 

699,256

 

718,326

 

Total assets

 

$

14,401,925

 

$

14,378,985

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Mortgages and other loans payable

 

$

4,835,231

 

$

4,615,464

 

Revolving credit facility

 

40,000

 

70,000

 

Term loan and senior unsecured notes

 

1,735,205

 

1,734,956

 

Accrued interest and other liabilities

 

72,415

 

73,769

 

Accounts payable and accrued expenses

 

138,029

 

159,598

 

Deferred revenue

 

296,930

 

312,995

 

Capitalized lease obligations

 

47,240

 

37,518

 

Deferred land leases payable

 

19,948

 

20,897

 

Dividend and distributions payable

 

34,740

 

37,839

 

Security deposits

 

53,604

 

46,253

 

Liabilities related to assets held for sale

 

11,894

 

136

 

Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities

 

100,000

 

100,000

 

Total liabilities

 

7,385,236

 

7,209,425

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

Noncontrolling interests in the Operating Partnership

 

243,925

 

212,907

 

Series G preferred units, $0.01 par value, $25.00 liquidation preference, 1,902 issued and outstanding at both June 30, 2013 and December 31,2012

 

47,550

 

47,550

 

Series H preferred units, $0.01 par value, $25.00 liquidation preference, 80 issued and outstanding at both June 30, 2013 and December 31, 2012

 

2,000

 

2,000

 

 

 

 

 

 

 

Equity

 

 

 

 

 

SL Green Realty Corp. stockholders’ equity:

 

 

 

 

 

Series C perpetual preferred shares, $0.01 par value, $25.00 liquidation preference, 7,700 issued and outstanding at December 31, 2012

 

 

180,340

 

Series I perpetual preferred shares, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both June 30, 2013 and December 31, 2012

 

221,932

 

221,965

 

Common stock, $0.01 par value 160,000 shares authorized, 95,376 and 94,896 issued and outstanding at June 30, 2013 and December 31, 2012, respectively (inclusive of 3,563 and 3,646 shares held in Treasury at June 30, 2013 and December 31, 2012, respectively)

 

955

 

950

 

Additional paid-in capital

 

4,716,012

 

4,667,900

 

Treasury stock-at cost

 

(316,768

)

(322,858

)

Accumulated other comprehensive loss

 

(18,622

)

(29,587

)

Retained earnings

 

1,631,287

 

1,701,092

 

Total SL Green Realty Corp. stockholders’ equity

 

6,234,796

 

6,419,802

 

Noncontrolling interests in other partnerships

 

488,418

 

487,301

 

Total equity

 

6,723,214

 

6,907,103

 

Total liabilities and equity

 

$

14,401,925

 

$

14,378,985

 

 

7



 

SL GREEN REALTY CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

FFO Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

8,276

 

$

103,040

 

$

27,185

 

$

128,296

 

Add:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

82,020

 

76,207

 

161,114

 

151,739

 

Discontinued operations depreciation adjustments

 

1,617

 

1,605

 

3,212

 

3,156

 

Joint venture depreciation and noncontrolling interest adjustments

 

17,620

 

6,366

 

25,148

 

15,507

 

Net income attributable to noncontrolling interests

 

3,248

 

7,308

 

6,704

 

9,267

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of discontinued operations

 

 

 

1,113

 

6,627

 

Equity in net (loss) gain on sale of interest in joint venture/real estate

 

(3,583

)

9,534

 

(3,583

)

16,794

 

 

 

 

 

 

 

 

 

 

 

Purchase price fair value adjustment

 

(2,305

)

 

(2,305

)

 

Depreciable real estate reserve, net of recoveries

 

(2,150

)

5,789

 

(2,150

)

5,789

 

Depreciation on non-rental real estate assets

 

343

 

209

 

588

 

476

 

Funds From Operations

 

$

120,476

 

$

178,994

 

$

229,700

 

$

278,279

 

 

 

 

Consolidated Properties

 

SL Green’s share of
Unconsolidated Joint Ventures

 

Combined

 

 

 

Three Months Ended
June 30,

 

Three Months Ended
June 30,

 

Three Months Ended
June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

Operating income and Same-store NOI Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before equity in net income from unconsolidated joint ventures, noncontrolling interests and discontinued operations

 

$

41,593

 

$

31,345

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net (loss) income from unconsolidated joint ventures

 

(3,761

)

70,890

 

(3,761

)

70,890

 

 

 

 

 

Depreciation and amortization

 

82,020

 

76,207

 

26,246

 

15,807

 

 

 

 

 

Interest expense, net of interest income

 

83,276

 

82,159

 

19,846

 

21,407

 

 

 

 

 

Amortization of deferred financing costs

 

4,240

 

3,553

 

2,979

 

1,170

 

 

 

 

 

Loss on early extinguishment of debt

 

(10

)

 

 

 

 

 

 

 

Operating income

 

$

207,358

 

$

264,154

 

$

45,310

 

$

109,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing, general & administrative expense

 

21,514

 

20,721

 

 

 

 

 

 

 

Net operating income from discontinued operations

 

3,256

 

2,671

 

 

 

 

 

 

 

Loan loss and other investment reserves, net of recoveries

 

 

 

 

 

 

 

 

 

Transaction related costs

 

1,711

 

1,970

 

15

 

38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-building revenue

 

(48,640

)

(35,320

)

(4,162

)

(71,487

)

 

 

 

 

Equity in net loss (income) from unconsolidated joint ventures

 

3,761

 

(70,890

)

 

 

 

 

 

 

Loss on early extinguishment of debt

 

10

 

 

 

 

 

 

 

 

 

 

Net operating income (NOI)

 

188,970

 

183,306

 

41,163

 

37,825

 

$

230,133

 

$

221,131

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income from discontinued operations

 

(3,256

)

(2,671

)

 

 

(3,256

)

(2,671

)

NOI from other properties/affiliates

 

(10,030

)

(6,820

)

(15,159

)

(13,231

)

(25,189

)

(20,051

)

Same-Store NOI

 

$

175,684

 

$

173,815

 

$

26,004

 

$

24,594

 

$

201,688

 

$

198,409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ground lease straight-line adjustment

 

1,232

 

172

 

 

 

1,232

 

172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Straight-line and free rent

 

(13,238

)

(14,098

)

(546

)

(447

)

(13,784

)

(14,545

)

Rental income — FAS 141

 

(2,855

)

(2,881

)

(1,448

)

(352

)

(4,303

)

(3,233

)

Same-store cash NOI

 

$

160,823

 

$

157,008

 

$

24,010

 

$

23,795

 

$

184,833

 

$

180,803

 

 

8



 

 

 

Consolidated Properties

 

SL Green’s share of
Unconsolidated Joint Ventures

 

Combined

 

 

 

Six Months Ended
June 30,

 

Six Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

2013

 

2012

 

Operating income and Same-store NOI Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before equity in net income from unconsolidated joint ventures, noncontrolling interests and discontinued operations

 

$

83,315

 

$

53,143

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net income from unconsolidated joint ventures

 

1,313

 

69,330

 

1,313

 

69,330

 

 

 

 

 

Depreciation and amortization

 

161,114

 

151,739

 

42,256

 

31,863

 

 

 

 

 

Interest expense, net of interest income

 

164,447

 

162,130

 

39,388

 

44,827

 

 

 

 

 

Amortization of deferred financing costs

 

8,703

 

7,133

 

5,341

 

1,797

 

 

 

 

 

Loss on early extinguishment of debt

 

(18,523

)

 

 

 

 

 

 

 

Operating income

 

$

400,369

 

$

443,475

 

$

88,298

 

$

147,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing, general & administrative expense

 

42,582

 

40,917

 

 

 

 

 

 

 

Net operating income from discontinued operations

 

6,012

 

6,112

 

 

 

 

 

 

 

Loan loss and other investment reserves, net of recoveries

 

 

564

 

 

 

 

 

 

 

Transaction related costs

 

3,068

 

3,026

 

15

 

199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-building revenue

 

(101,784

)

(66,208

)

(8,404

)

(75,122

)

 

 

 

 

Equity in net income from unconsolidated joint ventures

 

(1,313

)

(69,330

)

 

 

 

 

 

 

Loss on early extinguishment of debt

 

18,523

 

 

 

 

 

 

 

 

Net operating income (NOI)

 

367,457

 

358,556

 

79,909

 

72,894

 

$

447,366

 

$

431,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income from discontinued operations

 

(6,012

)

(6,112

)

 

 

(6,012

)

(6,112

)

NOI from other properties/affiliates

 

(13,671

)

(8,874

)

(28,741

)

(24,154

)

(42,412

)

(33,028

)

Same-Store NOI

 

$

347,774

 

$

343,570

 

$

51,168

 

$

48,740

 

$

398,942

 

$

392,310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ground lease straight-line adjustment

 

3,121

 

344

 

 

 

3,121

 

344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Straight-line and free rent

 

(26,518

)

(31,569

)

(1,614

)

(1,115

)

(28,132

)

(32,684

)

Rental income — FAS 141

 

(6,024

)

(5,006

)

(1,859

)

(606

)

(7,883

)

(5,612

)

Same-store cash NOI

 

$

318,353

 

$

307,339

 

$

47,695

 

$

47,019

 

$

366,048

 

$

354,358

 

 

SL GREEN REALTY CORP.

SELECTED OPERATING DATA-UNAUDITED

 

 

 

June 30,

 

 

 

2013

 

2012

 

Manhattan Operating Data: (1)

 

 

 

 

 

Net rentable area at end of period (in 000’s)

 

24,282

 

23,972

 

Portfolio percentage leased at end of period

 

94.2

%

93.7

%

Same-Store percentage leased at end of period

 

94.4

%

93.2

%

Number of properties in operation

 

36

 

34

 

 

 

 

 

 

 

Office square feet where leases commenced during quarter (rentable)

 

641,012

 

1,955,729

 

Average mark-to-market percentage-office

 

5.0

%

0.1

%

Average starting cash rent per rentable square foot-office

 

$

56.60

 

$

50.18

 

 


(1)  Includes wholly-owned and joint venture properties.

 

9



 

Certain Supplemental United States Federal Income Tax Consequences

 

The following discussion supplements the discussion under the heading “Material United States Federal Income Tax Consequences” in the prospectus, dated as of December 21, 2012,  that forms a part of the Company’s Registration Statement on Form S-3ASR (File No. 333-185626).

 

New U.S. federal income tax rates went into effect on January 1, 2013 pursuant to the American Taxpayer Relief Act of 2012.  For taxable years beginning on or after January 1, 2013, the maximum tax rate on capital gains of non-corporate taxpayers and qualifying dividends is 20% and the highest marginal tax rate on ordinary income of individuals is 39.6%.

 

The Foreign Account Tax Compliance Act, which is referred to herein as FATCA, is contained in Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, and was originally enacted in 2010. Based on recent Internal Revenue Service guidance, the FATCA rules may impose a U.S. federal withholding tax of 30% on (i) interest, dividends, and certain other withholdable payments from U.S. sources made after June 30, 2014, and (ii) the gross proceeds from the disposition of any property of the type that can produce interest or dividends from U.S. sources occurring after December 31, 2016. FATCA withholding would generally apply to the payments or proceeds paid to certain non-U.S. entities (including, in some circumstances, where such an entity is receiving payment as an intermediary) that fail to comply with certain certification and information reporting requirements. As revised by recent Internal Revenue Service guidance, FATCA withholding will only apply to debt obligations issued after July 1, 2014, unless a debt obligation issued on or before July 1, 2014 is significantly modified and deemed reissued for U.S. federal income tax purposes after July 1, 2014. Prospective investors should consult their own tax advisors regarding the effect, if any, of the FATCA rules for them based on their particular circumstances.

 

10



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

SL GREEN REALTY CORP.

 

 

 

/s/ James Mead

 

James Mead

 

Chief Financial Officer

 

 

Date: July 25, 2013

 

 

11