|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
SL Green Realty Corp.
|
Maryland
|
|
13-3956775
|
SL Green Operating Partnership, L.P.
|
Delaware
|
|
13-3960938
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller Reporting Company
o
|
|
|
(Do not check if a
smaller reporting company)
|
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
|
Smaller Reporting Company
o
|
|
|
(Do not check if a
smaller reporting company)
|
|
|
•
|
Combined reports enhance investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
•
|
Combined reports eliminate duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership; and
|
•
|
Combined reports create time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
consolidated financial statements;
|
•
|
the following notes to the consolidated financial statements:
|
◦
|
Note 11, Noncontrolling Interest on the Company’s Consolidated Financial Statements;
|
◦
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Note 12, Stockholders' Equity of the Company;
|
◦
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Note 13, Partners' Capital of the Operating Partnership;
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◦
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Note 15, Accumulated Other Comprehensive Loss of the Company; and
|
◦
|
Note 16, Accumulated Other Comprehensive Loss of the Operating Partnership.
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
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(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Commercial real estate properties, at cost:
|
|
|
|
||||
Land and land interests
|
$
|
3,466,587
|
|
|
$
|
3,032,526
|
|
Building and improvements
|
8,843,315
|
|
|
7,884,663
|
|
||
Building leasehold and improvements
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1,390,004
|
|
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1,366,281
|
|
||
Properties under capital lease
|
27,445
|
|
|
50,310
|
|
||
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13,727,351
|
|
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12,333,780
|
|
||
Less: accumulated depreciation
|
(1,769,428
|
)
|
|
(1,646,240
|
)
|
||
|
11,957,923
|
|
|
10,687,540
|
|
||
Assets held for sale
|
339,809
|
|
|
—
|
|
||
Cash and cash equivalents
|
308,103
|
|
|
206,692
|
|
||
Restricted cash
|
157,225
|
|
|
142,051
|
|
||
Investment in marketable securities
|
39,912
|
|
|
32,049
|
|
||
Tenant and other receivables, net of allowance of $20,026 and $17,325 in 2014 and 2013, respectively
|
51,844
|
|
|
60,393
|
|
||
Related party receivables
|
8,915
|
|
|
8,530
|
|
||
Deferred rents receivable, net of allowance of $27,616 and $30,333 in 2014 and 2013, respectively
|
354,388
|
|
|
386,508
|
|
||
Debt and preferred equity investments, net of discounts and deferred origination fees of $14,633 and $18,593 in 2014 and 2013, respectively, and allowance of $1,000 in 2013
|
1,547,808
|
|
|
1,304,839
|
|
||
Investments in unconsolidated joint ventures
|
971,926
|
|
|
1,113,218
|
|
||
Deferred costs, net
|
300,043
|
|
|
267,058
|
|
||
Other assets
|
679,840
|
|
|
750,123
|
|
||
Total assets
|
$
|
16,717,736
|
|
|
$
|
14,959,001
|
|
Liabilities
|
|
|
|
||||
Mortgages and other loans payable
|
$
|
5,939,176
|
|
|
$
|
4,860,578
|
|
Revolving credit facility
|
—
|
|
|
220,000
|
|
||
Term loan and senior unsecured notes
|
2,127,206
|
|
|
1,739,330
|
|
||
Accrued interest payable and other liabilities
|
128,730
|
|
|
114,622
|
|
||
Accounts payable and accrued expenses
|
164,215
|
|
|
145,889
|
|
||
Deferred revenue
|
223,394
|
|
|
263,261
|
|
||
Capitalized lease obligations
|
20,635
|
|
|
47,671
|
|
||
Deferred land leases payable
|
1,044
|
|
|
22,185
|
|
||
Dividend and distributions payable
|
53,193
|
|
|
52,255
|
|
||
Security deposits
|
65,166
|
|
|
61,308
|
|
||
Liabilities related to assets held for sale
|
193,375
|
|
|
—
|
|
||
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities
|
100,000
|
|
|
100,000
|
|
||
Total liabilities
|
9,016,134
|
|
|
7,627,099
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Noncontrolling interests in the Operating Partnership
|
379,805
|
|
|
265,476
|
|
||
Preferred Units
|
49,550
|
|
|
49,550
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
(unaudited)
|
|
|
||||
Equity
|
|
|
|
||||
SL Green stockholders' equity:
|
|
|
|
||||
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both June 30, 2014 and December 31, 2013
|
221,932
|
|
|
221,932
|
|
||
Common stock, $0.01 par value, 160,000 shares authorized and 99,188 and 98,563 issued and outstanding at June 30, 2014 and December 31, 2013, respectively (including 3,601 and 3,570 shares held in Treasury at June 30, 2014 and December 31, 2013, respectively)
|
993
|
|
|
986
|
|
||
Additional paid-in-capital
|
5,085,965
|
|
|
5,015,904
|
|
||
Treasury stock at cost
|
(320,152
|
)
|
|
(317,356
|
)
|
||
Accumulated other comprehensive loss
|
(6,196
|
)
|
|
(15,211
|
)
|
||
Retained earnings
|
1,797,580
|
|
|
1,619,150
|
|
||
Total SL Green stockholders' equity
|
6,780,122
|
|
|
6,525,405
|
|
||
Noncontrolling interests in other partnerships
|
492,125
|
|
|
491,471
|
|
||
Total equity
|
7,272,247
|
|
|
7,016,876
|
|
||
Total liabilities and equity
|
$
|
16,717,736
|
|
|
$
|
14,959,001
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Rental revenue, net
|
|
$
|
285,234
|
|
|
$
|
262,743
|
|
|
$
|
551,755
|
|
|
$
|
518,560
|
|
Escalation and reimbursement
|
|
39,529
|
|
|
38,747
|
|
|
79,912
|
|
|
78,551
|
|
||||
Investment income
|
|
39,714
|
|
|
46,731
|
|
|
93,798
|
|
|
99,439
|
|
||||
Other income
|
|
22,750
|
|
|
5,723
|
|
|
37,331
|
|
|
11,015
|
|
||||
Total revenues
|
|
387,227
|
|
|
353,944
|
|
|
762,796
|
|
|
707,565
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses, including $4,450 and $7,861 (2014) and $3,953 and $7,842 (2013) of related party expenses
|
|
70,675
|
|
|
68,611
|
|
|
144,160
|
|
|
139,780
|
|
||||
Real estate taxes
|
|
53,267
|
|
|
51,749
|
|
|
108,583
|
|
|
104,203
|
|
||||
Ground rent
|
|
8,040
|
|
|
7,930
|
|
|
16,073
|
|
|
16,058
|
|
||||
Interest expense, net of interest income
|
|
78,611
|
|
|
79,551
|
|
|
156,330
|
|
|
157,860
|
|
||||
Amortization of deferred financing costs
|
|
5,500
|
|
|
4,229
|
|
|
9,357
|
|
|
8,681
|
|
||||
Depreciation and amortization
|
|
94,838
|
|
|
81,577
|
|
|
184,217
|
|
|
160,200
|
|
||||
Transaction related costs, net of recoveries
|
|
1,697
|
|
|
1,706
|
|
|
4,171
|
|
|
3,085
|
|
||||
Marketing, general and administrative
|
|
23,872
|
|
|
21,514
|
|
|
47,128
|
|
|
42,582
|
|
||||
Total expenses
|
|
336,500
|
|
|
316,867
|
|
|
670,019
|
|
|
632,449
|
|
||||
Income from continuing operations before equity in net income (loss) from unconsolidated joint ventures, equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, loss on sale of investment in marketable securities and loss on early extinguishment of debt
|
|
50,727
|
|
|
37,077
|
|
|
92,777
|
|
|
75,116
|
|
||||
Equity in net income (loss) from unconsolidated joint ventures
|
|
8,619
|
|
|
(3,761
|
)
|
|
14,748
|
|
|
1,313
|
|
||||
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
1,444
|
|
|
(3,583
|
)
|
|
106,084
|
|
|
(3,583
|
)
|
||||
Purchase price fair value adjustment
|
|
71,446
|
|
|
(2,305
|
)
|
|
71,446
|
|
|
(2,305
|
)
|
||||
Loss on sale of investment in marketable securities
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(65
|
)
|
||||
Loss on early extinguishment of debt
|
|
(1,028
|
)
|
|
(10
|
)
|
|
(1,025
|
)
|
|
(18,523
|
)
|
||||
Income from continuing operations
|
|
131,208
|
|
|
27,410
|
|
|
284,030
|
|
|
51,953
|
|
||||
Net income from discontinued operations
|
|
4,389
|
|
|
3,838
|
|
|
8,178
|
|
|
8,519
|
|
||||
Gain on sale of discontinued operations
|
|
114,735
|
|
|
—
|
|
|
114,735
|
|
|
1,113
|
|
||||
Net income
|
|
250,332
|
|
|
31,248
|
|
|
406,943
|
|
|
61,585
|
|
||||
Net income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interests in the Operating Partnership
|
|
(8,645
|
)
|
|
(244
|
)
|
|
(13,374
|
)
|
|
(799
|
)
|
||||
Noncontrolling interests in other partnerships
|
|
(1,843
|
)
|
|
(3,004
|
)
|
|
(3,333
|
)
|
|
(5,905
|
)
|
||||
Preferred units distribution
|
|
(565
|
)
|
|
(565
|
)
|
|
(1,130
|
)
|
|
(1,130
|
)
|
||||
Net income attributable to SL Green
|
|
239,279
|
|
|
27,435
|
|
|
389,106
|
|
|
53,751
|
|
||||
Preferred stock redemption costs
|
|
—
|
|
|
(12,160
|
)
|
|
—
|
|
|
(12,160
|
)
|
||||
Perpetual preferred stock dividends
|
|
(3,738
|
)
|
|
(6,999
|
)
|
|
(7,475
|
)
|
|
(14,406
|
)
|
||||
Net income attributable to SL Green common stockholders
|
|
$
|
235,541
|
|
|
$
|
8,276
|
|
|
$
|
381,631
|
|
|
$
|
27,185
|
|
Amounts attributable to SL Green common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
50,346
|
|
|
$
|
10,268
|
|
|
$
|
91,361
|
|
|
$
|
23,549
|
|
Purchase price fair value adjustment
|
|
68,909
|
|
|
(2,240
|
)
|
|
69,027
|
|
|
(2,239
|
)
|
||||
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
1,393
|
|
|
(3,482
|
)
|
|
102,492
|
|
|
(3,481
|
)
|
||||
Net income from discontinued operations
|
|
4,233
|
|
|
3,730
|
|
|
7,901
|
|
|
8,275
|
|
||||
Gain on sale of discontinued operations
|
|
110,660
|
|
|
—
|
|
|
110,850
|
|
|
1,081
|
|
||||
Net income attributable to SL Green common stockholders
|
|
$
|
235,541
|
|
|
$
|
8,276
|
|
|
$
|
381,631
|
|
|
$
|
27,185
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations before gains (loss) on sale and discontinued operations
|
|
$
|
1.25
|
|
|
$
|
0.09
|
|
|
$
|
1.69
|
|
|
$
|
0.23
|
|
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
0.02
|
|
|
(0.04
|
)
|
|
1.08
|
|
|
(0.03
|
)
|
||||
Net income from discontinued operations
|
|
0.04
|
|
|
0.04
|
|
|
0.08
|
|
|
0.09
|
|
||||
Gain on sale of discontinued operations
|
|
1.16
|
|
|
—
|
|
|
1.16
|
|
|
0.01
|
|
||||
Net income attributable to SL Green common stockholders
|
|
$
|
2.47
|
|
|
$
|
0.09
|
|
|
$
|
4.01
|
|
|
$
|
0.30
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations before gains (loss) on sale and discontinued operations
|
|
$
|
1.24
|
|
|
$
|
0.09
|
|
|
$
|
1.68
|
|
|
$
|
0.23
|
|
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
0.02
|
|
|
(0.04
|
)
|
|
1.07
|
|
|
(0.03
|
)
|
||||
Net income from discontinued operations
|
|
0.05
|
|
|
0.04
|
|
|
0.08
|
|
|
0.09
|
|
||||
Gain on sale of discontinued operations
|
|
1.15
|
|
|
—
|
|
|
1.16
|
|
|
0.01
|
|
||||
Net income attributable to SL Green common stockholders
|
|
$
|
2.46
|
|
|
$
|
0.09
|
|
|
$
|
3.99
|
|
|
$
|
0.30
|
|
Dividends per share
|
|
$
|
0.50
|
|
|
$
|
0.33
|
|
|
$
|
1.00
|
|
|
$
|
0.66
|
|
Basic weighted average common shares outstanding
|
|
95,455
|
|
|
91,660
|
|
|
95,288
|
|
|
91,530
|
|
||||
Diluted weighted average common shares and common share equivalents outstanding
|
|
99,484
|
|
|
94,536
|
|
|
99,128
|
|
|
94,452
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
|
$
|
250,332
|
|
|
$
|
31,248
|
|
|
$
|
406,943
|
|
|
$
|
61,585
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Change in net unrealized gain on derivative instruments, including SL Green's share of joint venture net unrealized gain on derivative instruments
|
|
7,293
|
|
|
9,799
|
|
|
7,461
|
|
|
11,687
|
|
||||
Change in unrealized gain (loss) on marketable securities
|
|
1,659
|
|
|
(1,848
|
)
|
|
1,788
|
|
|
(207
|
)
|
||||
Other comprehensive income
|
|
8,952
|
|
|
7,951
|
|
|
9,249
|
|
|
11,480
|
|
||||
Comprehensive income
|
|
259,284
|
|
|
39,199
|
|
|
416,192
|
|
|
73,065
|
|
||||
Net income attributable to noncontrolling interests
|
|
(11,053
|
)
|
|
(3,813
|
)
|
|
(17,837
|
)
|
|
(7,834
|
)
|
||||
Other comprehensive income attributable to noncontrolling interests
|
|
(276
|
)
|
|
(456
|
)
|
|
(234
|
)
|
|
(515
|
)
|
||||
Comprehensive income attributable to SL Green
|
|
$
|
247,955
|
|
|
$
|
34,930
|
|
|
$
|
398,121
|
|
|
$
|
64,716
|
|
|
|
SL Green Realty Corp. Stockholders
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Series I
Preferred
Stock
|
|
Number of Shares
|
|
Par
Value
|
|
Additional
Paid-In Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||||||
Balance at December 31, 2013
|
|
$
|
221,932
|
|
|
94,993
|
|
|
$
|
986
|
|
|
$
|
5,015,904
|
|
|
$
|
(317,356
|
)
|
|
$
|
(15,211
|
)
|
|
$
|
1,619,150
|
|
|
$
|
491,471
|
|
|
$
|
7,016,876
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
389,106
|
|
|
3,333
|
|
|
392,439
|
|
|||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
9,015
|
|
|
|
|
|
|
|
9,015
|
|
||||||||||||||
Preferred dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,475
|
)
|
|
|
|
(7,475
|
)
|
|||||||||||||||
DRIP proceeds
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|||||||||||||
Conversion of units of the Operating Partnership to common stock
|
|
|
|
233
|
|
|
2
|
|
|
23,064
|
|
|
|
|
|
|
|
|
|
|
23,066
|
|
|||||||||||||
Reallocation of noncontrolling interest in the Operating Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(107,925
|
)
|
|
|
|
(107,925
|
)
|
|||||||||||||||
Deferred compensation plan and stock award, net
|
|
|
|
2
|
|
|
—
|
|
|
1,406
|
|
|
(2,796
|
)
|
|
|
|
|
|
|
|
(1,390
|
)
|
||||||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
|
|
17,069
|
|
|
|
|
|
|
|
|
|
|
17,069
|
|
|||||||||||||||
Issuance of common stock
|
|
|
|
82
|
|
|
1
|
|
|
8,749
|
|
|
|
|
|
|
|
|
|
|
8,750
|
|
|||||||||||||
Proceeds from stock options exercised
|
|
|
|
277
|
|
|
4
|
|
|
19,747
|
|
|
|
|
|
|
|
|
|
|
19,751
|
|
|||||||||||||
Contributions to consolidated joint venture interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,673
|
|
|
1,673
|
|
|||||||||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,352
|
)
|
|
(4,352
|
)
|
|||||||||||||||
Cash distributions declared ($1.00 per common share, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95,276
|
)
|
|
|
|
(95,276
|
)
|
|||||||||||||||
Balance at June 30, 2014
|
|
$
|
221,932
|
|
|
95,587
|
|
|
$
|
993
|
|
|
$
|
5,085,965
|
|
|
$
|
(320,152
|
)
|
|
$
|
(6,196
|
)
|
|
$
|
1,797,580
|
|
|
$
|
492,125
|
|
|
$
|
7,272,247
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
406,943
|
|
|
$
|
61,585
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
194,029
|
|
|
173,029
|
|
||
Equity in net income from unconsolidated joint ventures
|
(14,748
|
)
|
|
(1,313
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
14,645
|
|
|
13,467
|
|
||
Equity in net (gain) loss on sale of interest in unconsolidated joint venture interest/real estate
|
(106,084
|
)
|
|
3,583
|
|
||
Purchase price fair value adjustment
|
(71,446
|
)
|
|
2,305
|
|
||
Depreciable real estate reserves
|
—
|
|
|
2,150
|
|
||
Gain on sale of discontinued operations
|
(114,735
|
)
|
|
(1,113
|
)
|
||
Loss on early extinguishment of debt
|
1,025
|
|
|
10,968
|
|
||
Deferred rents receivable
|
(26,727
|
)
|
|
(29,452
|
)
|
||
Other non-cash adjustments
|
(11,162
|
)
|
|
(28,675
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash—operations
|
(4,850
|
)
|
|
6,127
|
|
||
Tenant and other receivables
|
5,890
|
|
|
4,896
|
|
||
Related party receivables
|
(853
|
)
|
|
768
|
|
||
Deferred lease costs
|
(10,688
|
)
|
|
(19,106
|
)
|
||
Other assets
|
(438
|
)
|
|
4,075
|
|
||
Accounts payable, accrued expenses and other liabilities and security deposits
|
12,973
|
|
|
1,793
|
|
||
Deferred revenue and deferred land leases payable
|
2,788
|
|
|
4,601
|
|
||
Net cash provided by operating activities
|
276,562
|
|
|
209,688
|
|
||
Investing Activities
|
|
|
|
||||
Acquisitions of real estate property
|
(208,614
|
)
|
|
(52,534
|
)
|
||
Additions to land, buildings and improvements
|
(134,249
|
)
|
|
(61,531
|
)
|
||
Escrowed cash—capital improvements/acquisition deposits
|
(38,227
|
)
|
|
(394
|
)
|
||
Investments in unconsolidated joint ventures
|
(170,532
|
)
|
|
(81,913
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
157,699
|
|
|
11,117
|
|
||
Net proceeds from disposition of real estate/joint venture interest
|
258,076
|
|
|
5,852
|
|
||
Proceeds from sale of marketable securities
|
3,555
|
|
|
190
|
|
||
Purchase of marketable securities
|
(10,025
|
)
|
|
(5,305
|
)
|
||
Other investments
|
20,594
|
|
|
(12,994
|
)
|
||
Origination of debt and preferred equity investments
|
(256,730
|
)
|
|
(277,877
|
)
|
||
Repayments or redemption of debt and preferred equity investments
|
60,412
|
|
|
432,667
|
|
||
Net cash used in investing activities
|
(318,041
|
)
|
|
(42,722
|
)
|
||
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Financing Activities
|
|
|
|
||||
Proceeds from mortgages and other loans payable
|
1,601,603
|
|
|
980,333
|
|
||
Repayments of mortgages and other loans payable
|
(1,496,224
|
)
|
|
(833,728
|
)
|
||
Proceeds from revolving credit facility, term loan and senior unsecured notes
|
683,000
|
|
|
370,000
|
|
||
Repayments of revolving credit facility, term loan and senior unsecured notes
|
(520,690
|
)
|
|
(404,970
|
)
|
||
Proceeds from stock options exercised and DRIP issuance
|
19,777
|
|
|
8,995
|
|
||
Net proceeds from sale of common stock
|
8,750
|
|
|
8,487
|
|
||
Net proceeds from sale of preferred stock
|
—
|
|
|
(9
|
)
|
||
Redemption of preferred stock
|
—
|
|
|
(192,500
|
)
|
||
Distributions to noncontrolling interests in other partnerships
|
(4,352
|
)
|
|
(8,152
|
)
|
||
Contributions from noncontrolling interests in other partnerships
|
1,548
|
|
|
3,364
|
|
||
Distributions to noncontrolling interests in the Operating Partnership
|
(3,598
|
)
|
|
(1,775
|
)
|
||
Dividends paid on common and preferred stock
|
(102,943
|
)
|
|
(79,534
|
)
|
||
Deferred loan costs and capitalized lease obligation
|
(43,981
|
)
|
|
(8,492
|
)
|
||
Net cash provided by (used in) financing activities
|
142,890
|
|
|
(157,981
|
)
|
||
Net increase in cash and cash equivalents
|
101,411
|
|
|
8,985
|
|
||
Cash and cash equivalents at beginning of period
|
206,692
|
|
|
189,984
|
|
||
Cash and cash equivalents at end of period
|
$
|
308,103
|
|
|
$
|
198,969
|
|
|
|
|
|
||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
||||
Issuance of common stock as deferred compensation
|
$
|
1,406
|
|
|
$
|
—
|
|
Issuance of units in the Operating Partnership
|
19,460
|
|
|
12,675
|
|
||
Redemption of units in the Operating Partnership
|
23,066
|
|
|
17,287
|
|
||
Issuance of preferred units of limited partnership interest in the Operating Partnership
|
4,000
|
|
|
—
|
|
||
Fair value adjustment to noncontrolling interest in the Operating Partnership
|
107,925
|
|
|
36,091
|
|
||
Derivative instruments at fair value
|
17,088
|
|
|
479
|
|
||
Tenant improvements and capital expenditures payable
|
7,192
|
|
|
9,665
|
|
||
Capital leased asset
|
—
|
|
|
9,992
|
|
||
Transfer to net assets held for sale
|
339,809
|
|
|
207,665
|
|
||
Transfer to liabilities related to net assets held for sale
|
193,375
|
|
|
11,894
|
|
||
Transfer of financing receivable to debt investment
|
19,675
|
|
|
—
|
|
||
Deferred leasing payable
|
659
|
|
|
4,872
|
|
||
Consolidation of real estate
|
1,316,591
|
|
|
90,934
|
|
||
Assumption of mortgage loan
|
—
|
|
|
84,642
|
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Commercial real estate properties, at cost:
|
|
|
|
|
||||
Land and land interests
|
|
$
|
3,466,587
|
|
|
$
|
3,032,526
|
|
Building and improvements
|
|
8,843,315
|
|
|
7,884,663
|
|
||
Building leasehold and improvements
|
|
1,390,004
|
|
|
1,366,281
|
|
||
Properties under capital lease
|
|
27,445
|
|
|
50,310
|
|
||
|
|
13,727,351
|
|
|
12,333,780
|
|
||
Less: accumulated depreciation
|
|
(1,769,428
|
)
|
|
(1,646,240
|
)
|
||
|
|
11,957,923
|
|
|
10,687,540
|
|
||
Assets held for sale
|
|
339,809
|
|
|
—
|
|
||
Cash and cash equivalents
|
|
308,103
|
|
|
206,692
|
|
||
Restricted cash
|
|
157,225
|
|
|
142,051
|
|
||
Investment in marketable securities
|
|
39,912
|
|
|
32,049
|
|
||
Tenant and other receivables, net of allowance of $20,026 and $17,325 in 2014 and 2013, respectively
|
|
51,844
|
|
|
60,393
|
|
||
Related party receivables
|
|
8,915
|
|
|
8,530
|
|
||
Deferred rents receivable, net of allowance of $27,616 and $30,333 in 2014 and 2013, respectively
|
|
354,388
|
|
|
386,508
|
|
||
Debt and preferred equity investments, net of discounts and deferred origination fees of $14,633 and $18,593 in 2014 and 2013, respectively, and allowance of $1,000 in 2013
|
|
1,547,808
|
|
|
1,304,839
|
|
||
Investments in unconsolidated joint ventures
|
|
971,926
|
|
|
1,113,218
|
|
||
Deferred costs, net
|
|
300,043
|
|
|
267,058
|
|
||
Other assets
|
|
679,840
|
|
|
750,123
|
|
||
Total assets
|
|
$
|
16,717,736
|
|
|
$
|
14,959,001
|
|
Liabilities
|
|
|
|
|
||||
Mortgages and other loans payable
|
|
$
|
5,939,176
|
|
|
$
|
4,860,578
|
|
Revolving credit facility
|
|
—
|
|
|
220,000
|
|
||
Term loan and senior unsecured notes
|
|
2,127,206
|
|
|
1,739,330
|
|
||
Accrued interest payable and other liabilities
|
|
128,730
|
|
|
114,622
|
|
||
Accounts payable and accrued expenses
|
|
164,215
|
|
|
145,889
|
|
||
Deferred revenue
|
|
223,394
|
|
|
263,261
|
|
||
Capitalized lease obligations
|
|
20,635
|
|
|
47,671
|
|
||
Deferred land leases payable
|
|
1,044
|
|
|
22,185
|
|
||
Dividend and distributions payable
|
|
53,193
|
|
|
52,255
|
|
||
Security deposits
|
|
65,166
|
|
|
61,308
|
|
||
Liabilities related to assets held for sale
|
|
193,375
|
|
|
—
|
|
||
Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities
|
|
100,000
|
|
|
100,000
|
|
||
Total liabilities
|
|
9,016,134
|
|
|
7,627,099
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Preferred Units
|
|
49,550
|
|
|
49,550
|
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
|
(unaudited)
|
|
|
||||
Capital
|
|
|
|
|
||||
SLGOP partners' capital:
|
|
|
|
|
||||
Series I Preferred Units, $25.00 liquidation preference, 9,200 outstanding at both June 30, 2014 and December 31, 2013
|
|
221,932
|
|
|
221,932
|
|
||
SL Green partners' capital 991 and 979 general partner common units and 94,596 and 94,014 limited partner common units outstanding at June 30, 2014 and December 31, 2013, respectively)
|
|
6,860,374
|
|
|
6,506,747
|
|
||
Limited partner interests in SLGOP (3,500 and 2,902 limited partner common units outstanding at June 30, 2014 and December 31, 2013, respectively)
|
|
84,034
|
|
|
77,864
|
|
||
Accumulated other comprehensive loss
|
|
(6,413
|
)
|
|
(15,662
|
)
|
||
Total SLGOP partners' capital
|
|
7,159,927
|
|
|
6,790,881
|
|
||
Noncontrolling interests in other partnerships
|
|
492,125
|
|
|
491,471
|
|
||
Total capital
|
|
7,652,052
|
|
|
7,282,352
|
|
||
Total liabilities and capital
|
|
$
|
16,717,736
|
|
|
$
|
14,959,001
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Rental revenue, net
|
|
$
|
285,234
|
|
|
$
|
262,743
|
|
|
$
|
551,755
|
|
|
$
|
518,560
|
|
Escalation and reimbursement
|
|
39,529
|
|
|
38,747
|
|
|
79,912
|
|
|
78,551
|
|
||||
Investment income
|
|
39,714
|
|
|
46,731
|
|
|
93,798
|
|
|
99,439
|
|
||||
Other income
|
|
22,750
|
|
|
5,723
|
|
|
37,331
|
|
|
11,015
|
|
||||
Total revenues
|
|
387,227
|
|
|
353,944
|
|
|
762,796
|
|
|
707,565
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses, including $4,450 and $7,861 (2014) and $3,953 and $7,842 (2013) of related party expenses
|
|
70,675
|
|
|
68,611
|
|
|
144,160
|
|
|
139,780
|
|
||||
Real estate taxes
|
|
53,267
|
|
|
51,749
|
|
|
108,583
|
|
|
104,203
|
|
||||
Ground rent
|
|
8,040
|
|
|
7,930
|
|
|
16,073
|
|
|
16,058
|
|
||||
Interest expense, net of interest income
|
|
78,611
|
|
|
79,551
|
|
|
156,330
|
|
|
157,860
|
|
||||
Amortization of deferred financing costs
|
|
5,500
|
|
|
4,229
|
|
|
9,357
|
|
|
8,681
|
|
||||
Depreciation and amortization
|
|
94,838
|
|
|
81,577
|
|
|
184,217
|
|
|
160,200
|
|
||||
Transaction related costs, net of recoveries
|
|
1,697
|
|
|
1,706
|
|
|
4,171
|
|
|
3,085
|
|
||||
Marketing, general and administrative
|
|
23,872
|
|
|
21,514
|
|
|
47,128
|
|
|
42,582
|
|
||||
Total expenses
|
|
336,500
|
|
|
316,867
|
|
|
670,019
|
|
|
632,449
|
|
||||
Income from continuing operations before equity in net income (loss) from unconsolidated joint ventures, equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate, purchase price fair value adjustment, loss on sale of investment in marketable securities and loss on early extinguishment of debt
|
|
50,727
|
|
|
37,077
|
|
|
92,777
|
|
|
75,116
|
|
||||
Equity in net income (loss) from unconsolidated joint ventures
|
|
8,619
|
|
|
(3,761
|
)
|
|
14,748
|
|
|
1,313
|
|
||||
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
1,444
|
|
|
(3,583
|
)
|
|
106,084
|
|
|
(3,583
|
)
|
||||
Purchase price fair value adjustment
|
|
71,446
|
|
|
(2,305
|
)
|
|
71,446
|
|
|
(2,305
|
)
|
||||
Loss on sale of investment in marketable securities
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(65
|
)
|
||||
Loss on early extinguishment of debt
|
|
(1,028
|
)
|
|
(10
|
)
|
|
(1,025
|
)
|
|
(18,523
|
)
|
||||
Income from continuing operations
|
|
131,208
|
|
|
27,410
|
|
|
284,030
|
|
|
51,953
|
|
||||
Net income from discontinued operations
|
|
4,389
|
|
|
3,838
|
|
|
8,178
|
|
|
8,519
|
|
||||
Gain on sale of discontinued operations
|
|
114,735
|
|
|
—
|
|
|
114,735
|
|
|
1,113
|
|
||||
Net income
|
|
250,332
|
|
|
31,248
|
|
|
406,943
|
|
|
61,585
|
|
||||
Net income attributable to noncontrolling interests in other partnerships
|
|
(1,843
|
)
|
|
(3,004
|
)
|
|
(3,333
|
)
|
|
(5,905
|
)
|
||||
Preferred unit distributions
|
|
(565
|
)
|
|
(565
|
)
|
|
(1,130
|
)
|
|
(1,130
|
)
|
||||
Net income attributable to SLGOP
|
|
247,924
|
|
|
27,679
|
|
|
402,480
|
|
|
54,550
|
|
||||
Preferred unit redemption costs
|
|
—
|
|
|
(12,160
|
)
|
|
—
|
|
|
(12,160
|
)
|
||||
Perpetual preferred unit distributions
|
|
(3,738
|
)
|
|
(6,999
|
)
|
|
(7,475
|
)
|
|
(14,406
|
)
|
||||
Net income attributable to SLGOP common unitholders
|
|
$
|
244,186
|
|
|
$
|
8,520
|
|
|
$
|
395,005
|
|
|
$
|
27,984
|
|
Amounts attributable to SLGOP common unitholders:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
52,172
|
|
|
$
|
10,570
|
|
|
$
|
94,562
|
|
|
$
|
24,240
|
|
Purchase price fair value adjustment
|
|
71,446
|
|
|
(2,305
|
)
|
|
71,446
|
|
|
(2,305
|
)
|
||||
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
1,444
|
|
|
(3,583
|
)
|
|
106,084
|
|
|
(3,583
|
)
|
||||
Net income from discontinued operations
|
|
4,389
|
|
|
3,838
|
|
|
8,178
|
|
|
8,519
|
|
||||
Gain on sale of discontinued operations
|
|
114,735
|
|
|
—
|
|
|
114,735
|
|
|
1,113
|
|
||||
Net income attributable to SLGOP common unitholders
|
|
$
|
244,186
|
|
|
$
|
8,520
|
|
|
$
|
395,005
|
|
|
$
|
27,984
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic earnings per unit:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations before gains (loss) on sale and discontinued operations
|
|
$
|
1.25
|
|
|
$
|
0.09
|
|
|
$
|
1.69
|
|
|
$
|
0.23
|
|
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
0.02
|
|
|
(0.04
|
)
|
|
1.08
|
|
|
(0.03
|
)
|
||||
Net income from discontinued operations
|
|
0.04
|
|
|
0.04
|
|
|
0.08
|
|
|
0.09
|
|
||||
Gain on sale of discontinued operations
|
|
1.16
|
|
|
—
|
|
|
1.16
|
|
|
0.01
|
|
||||
Net income attributable to SLGOP common unitholders
|
|
$
|
2.47
|
|
|
$
|
0.09
|
|
|
$
|
4.01
|
|
|
$
|
0.30
|
|
Diluted earnings per unit:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations before gains (loss) on sale and discontinued operations
|
|
$
|
1.24
|
|
|
$
|
0.09
|
|
|
$
|
1.68
|
|
|
$
|
0.23
|
|
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
0.02
|
|
|
(0.04
|
)
|
|
1.07
|
|
|
(0.03
|
)
|
||||
Net income from discontinued operations
|
|
0.05
|
|
|
0.04
|
|
|
0.08
|
|
|
0.09
|
|
||||
Gain on sale of discontinued operations
|
|
1.15
|
|
|
—
|
|
|
1.16
|
|
|
0.01
|
|
||||
Net income attributable to SLGOP common unitholders
|
|
$
|
2.46
|
|
|
$
|
0.09
|
|
|
$
|
3.99
|
|
|
$
|
0.30
|
|
Dividends per unit
|
|
$
|
0.50
|
|
|
$
|
0.33
|
|
|
$
|
1.00
|
|
|
$
|
0.66
|
|
Basic weighted average common units outstanding
|
|
98,970
|
|
|
94,312
|
|
|
98,627
|
|
|
94,224
|
|
||||
Diluted weighted average common units and common unit equivalents outstanding
|
|
99,484
|
|
|
94,536
|
|
|
99,128
|
|
|
94,452
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
|
$
|
250,332
|
|
|
$
|
31,248
|
|
|
$
|
406,943
|
|
|
$
|
61,585
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Change in net unrealized gain on derivative instruments, including SLGOP's share of joint venture net unrealized gain on derivative instruments
|
|
7,293
|
|
|
9,799
|
|
|
7,461
|
|
|
11,687
|
|
||||
Change in unrealized gain (loss) on marketable securities
|
|
1,659
|
|
|
(1,848
|
)
|
|
1,788
|
|
|
(207
|
)
|
||||
Other comprehensive income
|
|
8,952
|
|
|
7,951
|
|
|
9,249
|
|
|
11,480
|
|
||||
Comprehensive income
|
|
259,284
|
|
|
39,199
|
|
|
416,192
|
|
|
73,065
|
|
||||
Net income attributable to noncontrolling interests
|
|
(1,843
|
)
|
|
(3,004
|
)
|
|
(3,333
|
)
|
|
(5,905
|
)
|
||||
Comprehensive income attributable to SLGOP
|
|
$
|
257,441
|
|
|
$
|
36,195
|
|
|
$
|
412,859
|
|
|
$
|
67,160
|
|
|
|
SL Green Operating Partnership Unitholders
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
General Partner
|
|
Limited Partners
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Series I
Preferred
Units
|
|
Common
Units
|
|
Common
Unitholders
|
|
Common
Units
|
|
Common
Unitholders
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||
Balance at December 31, 2013
|
|
$
|
221,932
|
|
|
94,993
|
|
|
$
|
6,506,747
|
|
|
2,902
|
|
|
$
|
77,864
|
|
|
$
|
(15,662
|
)
|
|
$
|
491,471
|
|
|
7,282,352
|
|
|
Net income
|
|
7,475
|
|
|
|
|
|
381,631
|
|
|
|
|
|
13,374
|
|
|
|
|
|
3,333
|
|
|
405,813
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,249
|
|
|
|
|
|
9,249
|
|
||||||
Preferred distributions
|
|
(7,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,475
|
)
|
||||||
Issuance of common units
|
|
|
|
|
|
|
|
|
|
|
833
|
|
|
19,460
|
|
|
|
|
|
|
|
|
19,460
|
|
||||||
DRIP proceeds
|
|
|
|
|
—
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
||||||
Redemption of units
|
|
|
|
|
233
|
|
|
23,066
|
|
|
(235
|
)
|
|
(23,066
|
)
|
|
|
|
|
|
|
|
—
|
|
||||||
Deferred compensation plan and stock award, net
|
|
|
|
|
2
|
|
|
(1,390
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,390
|
)
|
||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
|
|
17,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,069
|
|
||||||
Contribution to consolidated joint venture interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,673
|
|
|
1,673
|
|
||||||
Contributions—net proceeds from common stock offering
|
|
|
|
|
82
|
|
|
8,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,750
|
|
||||||
Contributions—proceeds from stock options exercised
|
|
|
|
|
277
|
|
|
19,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,751
|
|
||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,352
|
)
|
|
(4,352
|
)
|
||||||
Cash distribution declared ($1.00 per common unit, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
|
|
(95,276
|
)
|
|
|
|
|
(3,598
|
)
|
|
|
|
|
|
|
|
(98,874
|
)
|
||||||
Balance at June 30, 2014
|
|
$
|
221,932
|
|
|
95,587
|
|
|
$
|
6,860,374
|
|
|
3,500
|
|
|
$
|
84,034
|
|
|
$
|
(6,413
|
)
|
|
$
|
492,125
|
|
|
$
|
7,652,052
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Operating Activities
|
|
|
|
|
||||
Net income
|
|
$
|
406,943
|
|
|
$
|
61,585
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
194,029
|
|
|
173,029
|
|
||
Equity in net income from unconsolidated joint ventures
|
|
(14,748
|
)
|
|
(1,313
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
|
14,645
|
|
|
13,467
|
|
||
Equity in net (gain) loss on sale of interest in unconsolidated joint venture interest/real estate
|
|
(106,084
|
)
|
|
3,583
|
|
||
Purchase price fair value adjustment
|
|
(71,446
|
)
|
|
2,305
|
|
||
Depreciable real estate reserves
|
|
—
|
|
|
2,150
|
|
||
Gain on sale of discontinued operations
|
|
(114,735
|
)
|
|
(1,113
|
)
|
||
Loss on early extinguishment of debt
|
|
1,025
|
|
|
10,968
|
|
||
Deferred rents receivable
|
|
(26,727
|
)
|
|
(29,452
|
)
|
||
Other non-cash adjustments
|
|
(11,162
|
)
|
|
(28,675
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Restricted cash—operations
|
|
(4,850
|
)
|
|
6,127
|
|
||
Tenant and other receivables
|
|
5,890
|
|
|
4,896
|
|
||
Related party receivables
|
|
(853
|
)
|
|
768
|
|
||
Deferred lease costs
|
|
(10,688
|
)
|
|
(19,106
|
)
|
||
Other assets
|
|
(438
|
)
|
|
4,075
|
|
||
Accounts payable, accrued expenses and other liabilities and security deposits
|
|
12,973
|
|
|
1,793
|
|
||
Deferred revenue and deferred land leases payable
|
|
2,788
|
|
|
4,601
|
|
||
Net cash provided by operating activities
|
|
276,562
|
|
|
209,688
|
|
||
Investing Activities
|
|
|
|
|
||||
Acquisitions of real estate property
|
|
(208,614
|
)
|
|
(52,534
|
)
|
||
Additions to land, buildings and improvements
|
|
(134,249
|
)
|
|
(61,531
|
)
|
||
Escrowed cash—capital improvements/acquisition deposits
|
|
(38,227
|
)
|
|
(394
|
)
|
||
Investments in unconsolidated joint ventures
|
|
(170,532
|
)
|
|
(81,913
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
|
157,699
|
|
|
11,117
|
|
||
Net proceeds from disposition of real estate/joint venture interest
|
|
258,076
|
|
|
5,852
|
|
||
Proceeds from sale of marketable securities
|
|
3,555
|
|
|
190
|
|
||
Purchase of marketable securities
|
|
(10,025
|
)
|
|
(5,305
|
)
|
||
Other investments
|
|
20,594
|
|
|
(12,994
|
)
|
||
Origination of debt and preferred equity investments
|
|
(256,730
|
)
|
|
(277,877
|
)
|
||
Repayments or redemption of debt and preferred equity investments
|
|
60,412
|
|
|
432,667
|
|
||
Net cash used in investing activities
|
|
(318,041
|
)
|
|
(42,722
|
)
|
||
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Financing Activities
|
|
|
|
|
||||
Proceeds from mortgages and other loans payable
|
|
1,601,603
|
|
|
980,333
|
|
||
Repayments of mortgages and other loans payable
|
|
(1,496,224
|
)
|
|
(833,728
|
)
|
||
Proceeds from revolving credit facility, term loan and senior unsecured notes
|
|
683,000
|
|
|
370,000
|
|
||
Repayments of revolving credit facility, term loan and senior unsecured notes
|
|
(520,690
|
)
|
|
(404,970
|
)
|
||
Contributions of proceeds from stock options exercised and DRIP issuance
|
|
19,777
|
|
|
8,995
|
|
||
Contributions of net proceeds from sale of common stock
|
|
8,750
|
|
|
8,487
|
|
||
Contributions of net proceeds from sale of preferred stock
|
|
—
|
|
|
(9
|
)
|
||
Redemption of preferred stock
|
|
—
|
|
|
(192,500
|
)
|
||
Distributions to noncontrolling interests in other partnerships
|
|
(4,352
|
)
|
|
(8,152
|
)
|
||
Contributions from noncontrolling interests in other partnerships
|
|
1,548
|
|
|
3,364
|
|
||
Distributions paid on common and preferred units
|
|
(106,541
|
)
|
|
(81,309
|
)
|
||
Deferred loan costs and capitalized lease obligation
|
|
(43,981
|
)
|
|
(8,492
|
)
|
||
Net cash provided by (used in) financing activities
|
|
142,890
|
|
|
(157,981
|
)
|
||
Net increase in cash and cash equivalents
|
|
101,411
|
|
|
8,985
|
|
||
Cash and cash equivalents at beginning of period
|
|
206,692
|
|
|
189,984
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
308,103
|
|
|
$
|
198,969
|
|
|
|
|
|
|
||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
||||
Issuance of common stock as deferred compensation
|
|
$
|
1,406
|
|
|
$
|
—
|
|
Issuance of units in the Operating Partnership
|
|
19,460
|
|
|
12,675
|
|
||
Redemption of units in the Operating Partnership
|
|
23,066
|
|
|
17,287
|
|
||
Issuance of preferred units of limited partnership interest in the Operating Partnership
|
|
4,000
|
|
|
—
|
|
||
Derivative instruments at fair value
|
|
17,088
|
|
|
479
|
|
||
Tenant improvements and capital expenditures payable
|
|
7,192
|
|
|
9,665
|
|
||
Capital leased asset
|
|
—
|
|
|
9,992
|
|
||
Transfer to net assets held for sale
|
|
339,809
|
|
|
207,665
|
|
||
Transfer to liabilities related to net assets held for sale
|
|
193,375
|
|
|
11,894
|
|
||
Transfer of financing receivable to debt investment
|
|
19,675
|
|
|
—
|
|
||
Deferred leasing payable
|
|
659
|
|
|
4,872
|
|
||
Consolidation of real estate
|
|
1,316,591
|
|
|
90,934
|
|
||
Assumption of mortgage loan
|
|
—
|
|
|
84,642
|
|
(1)
|
The weighted average occupancy for commercial properties represents the total occupied square feet divided by total available rentable square feet. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.
|
(2)
|
As of
June 30, 2014
, we owned a building that was comprised of
270,132
square feet of retail space and
222,855
square feet of residential space. For the purpose of this report, we have included the building as part of retail properties and have shown the square footage under its respective classifications.
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Identified intangible assets (included in other assets):
|
|
|
|
||||
Gross amount
|
$
|
702,189
|
|
|
$
|
746,704
|
|
Accumulated amortization
|
(382,231
|
)
|
|
(343,339
|
)
|
||
Net
|
$
|
319,958
|
|
|
$
|
403,365
|
|
Identified intangible liabilities (included in deferred revenue):
|
|
|
|
||||
Gross amount
|
$
|
676,075
|
|
|
$
|
671,380
|
|
Accumulated amortization
|
(461,952
|
)
|
|
(429,138
|
)
|
||
Net
|
$
|
214,123
|
|
|
$
|
242,242
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Equity marketable securities
|
$
|
4,532
|
|
|
$
|
4,307
|
|
Commercial mortgage-backed securities
|
35,380
|
|
|
24,419
|
|
||
Rake bonds
|
—
|
|
|
3,323
|
|
||
Total marketable securities available-for-sale
|
$
|
39,912
|
|
|
$
|
32,049
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
(In thousands, except per share amounts)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Actual revenues since acquisition
|
|
$
|
14,897
|
|
|
|
|
$
|
14,897
|
|
|
|
||
Actual net income since acquisition
|
|
76,844
|
|
|
|
|
76,844
|
|
|
|
||||
Pro forma revenues
|
|
400,812
|
|
|
381,397
|
|
|
804,863
|
|
|
762,471
|
|
||
Pro forma income from continuing operations
|
|
61,930
|
|
|
27,437
|
|
|
218,835
|
|
|
127,081
|
|
||
Pro forma basic earnings per share
|
|
1.77
|
|
|
0.09
|
|
|
3.34
|
|
|
1.09
|
|
||
Pro forma diluted earnings per share
|
|
1.76
|
|
|
0.09
|
|
|
3.33
|
|
|
1.09
|
|
||
Pro forma basic earnings per unit
|
|
1.77
|
|
|
0.09
|
|
|
3.34
|
|
|
1.09
|
|
||
Pro forma diluted earnings per unit
|
|
1.76
|
|
|
0.09
|
|
|
3.33
|
|
|
1.09
|
|
(1)
|
The pro forma income from continuing operations for the three and six months ended June 30, 2014 and 2013 includes the effect of the new financing necessary to complete the acquisition and the preliminary allocation of purchase price in connection with the changes in depreciation and amortization. In addition, the pro forma income from continuing operations for the six months ended June 30, 2013 was adjusted to include the purchase price fair value adjustment, as though the acquisition was completed on January 1, 2013. The pro forma income from continuing operations for the three and six months ended June 30, 2014 excludes this purchase price fair value adjustment.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Rental revenue
|
|
$
|
8,366
|
|
|
$
|
15,494
|
|
|
$
|
19,000
|
|
|
$
|
30,155
|
|
Escalation and reimbursement revenues
|
|
258
|
|
|
789
|
|
|
1,080
|
|
|
1,985
|
|
||||
Other income
|
|
2
|
|
|
2
|
|
|
2
|
|
|
485
|
|
||||
Total revenues
|
|
8,626
|
|
|
16,285
|
|
|
20,082
|
|
|
32,625
|
|
||||
Operating expenses
|
|
291
|
|
|
2,362
|
|
|
1,179
|
|
|
4,832
|
|
||||
Real estate taxes
|
|
383
|
|
|
1,245
|
|
|
1,402
|
|
|
2,489
|
|
||||
Ground rent
|
|
805
|
|
|
719
|
|
|
3,001
|
|
|
3,582
|
|
||||
Interest expense, net of interest income
|
|
2,707
|
|
|
3,892
|
|
|
5,827
|
|
|
6,918
|
|
||||
Amortization of deferred financing costs
|
|
11
|
|
|
11
|
|
|
22
|
|
|
22
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
2,150
|
|
|
—
|
|
|
2,150
|
|
||||
Depreciation and amortization
|
|
—
|
|
|
2,060
|
|
|
433
|
|
|
4,126
|
|
||||
Transaction related costs, net of recoveries
|
|
40
|
|
|
8
|
|
|
40
|
|
|
(13
|
)
|
||||
Total expenses
|
|
4,237
|
|
|
12,447
|
|
|
11,904
|
|
|
24,106
|
|
||||
Net income from discontinued operations
|
|
$
|
4,389
|
|
|
$
|
3,838
|
|
|
$
|
8,178
|
|
|
$
|
8,519
|
|
Loan Type
|
|
June 30, 2014
Funding Obligations |
|
June 30, 2014
Senior Financing |
|
June 30, 2014 Carrying Value
(1)
|
|
December 31, 2013 Carrying Value
(1)
|
|
Initial
Maturity Date |
||||||||
Fixed Rate Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jr. Mortgage Participation
|
|
$
|
—
|
|
|
$
|
398,500
|
|
|
$
|
11,893
|
|
|
$
|
11,856
|
|
|
March 2015
|
Jr. Mortgage Participation/Mezzanine Loan
|
|
—
|
|
|
205,000
|
|
|
69,480
|
|
|
68,319
|
|
|
February 2016
|
||||
Jr. Mortgage Participation/Mezzanine Loan
|
|
—
|
|
|
165,159
|
|
|
45,137
|
|
|
44,742
|
|
|
May 2016
|
||||
Mezzanine Loan
|
|
—
|
|
|
177,000
|
|
|
14,519
|
|
|
15,012
|
|
|
May 2016
|
||||
Jr. Mortgage Participation
|
|
—
|
|
|
133,000
|
|
|
49,000
|
|
|
49,000
|
|
|
June 2016
|
||||
Mezzanine Loan
|
|
—
|
|
|
165,000
|
|
|
71,430
|
|
|
71,312
|
|
|
November 2016
|
||||
Jr. Mortgage Participation/Mezzanine Loan
(2)
|
|
—
|
|
|
1,109,000
|
|
|
95,329
|
|
|
26,884
|
|
|
March 2017
|
||||
Other
(2)
|
|
—
|
|
|
—
|
|
|
65,578
|
|
|
54,099
|
|
|
March 2017
|
||||
Mezzanine Loan
(3)
|
|
19,725
|
|
|
521,750
|
|
|
21,267
|
|
|
20,954
|
|
|
June 2017
|
||||
Mortgage Loan
|
|
—
|
|
|
—
|
|
|
696
|
|
|
—
|
|
|
August 2019
|
||||
Mezzanine Loan
|
|
—
|
|
|
15,000
|
|
|
3,500
|
|
|
3,500
|
|
|
September 2021
|
||||
Mezzanine Loan
(4)
|
|
—
|
|
|
90,000
|
|
|
19,928
|
|
|
19,926
|
|
|
November 2023
|
||||
Total fixed rate
|
|
$
|
19,725
|
|
|
$
|
2,979,409
|
|
|
$
|
467,757
|
|
|
$
|
385,604
|
|
|
|
Floating Rate Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jr. Mortgage Participation/Mezzanine Loan
(5)
|
|
—
|
|
|
330,000
|
|
|
131,987
|
|
|
131,724
|
|
|
July 2014
|
||||
Mezzanine Loan
(6)
|
|
—
|
|
|
180,000
|
|
|
59,974
|
|
|
59,892
|
|
|
August 2014
|
||||
Jr. Mortgage Participation
(7)
|
|
—
|
|
|
57,750
|
|
|
10,875
|
|
|
10,873
|
|
|
August 2014
|
||||
Mezzanine Loan
(8)
|
|
—
|
|
|
481,309
|
|
|
19,487
|
|
|
—
|
|
|
September 2014
|
||||
Mezzanine Loan
|
|
9,794
|
|
|
93,279
|
|
|
40,125
|
|
|
38,549
|
|
|
October 2014
|
||||
Jr. Mortgage Participation
(9)
|
|
—
|
|
|
84,000
|
|
|
24,959
|
|
|
24,046
|
|
|
February 2015
|
||||
Mezzanine Loan
|
|
22,817
|
|
|
50,000
|
|
|
22,002
|
|
|
—
|
|
|
April 2015
|
||||
Mortgage/Mezzanine Loan
|
|
—
|
|
|
—
|
|
|
108,981
|
|
|
—
|
|
|
June 2015
|
||||
Mezzanine Loan
|
|
—
|
|
|
110,000
|
|
|
49,354
|
|
|
49,110
|
|
|
September 2015
|
||||
Mezzanine Loan
|
|
9,215
|
|
|
107,157
|
|
|
40,662
|
|
|
27,662
|
|
|
December 2015
|
||||
Mezzanine Loan
|
|
—
|
|
|
775,000
|
|
|
73,326
|
|
|
72,823
|
|
|
March 2016
|
||||
Mezzanine Loan
(10)
|
|
—
|
|
|
160,000
|
|
|
22,549
|
|
|
22,526
|
|
|
June 2016
|
||||
Mezzanine Loan
|
|
—
|
|
|
115,000
|
|
|
24,907
|
|
|
25,590
|
|
|
July 2016
|
||||
Mezzanine Loan
|
|
10,584
|
|
|
168,485
|
|
|
26,655
|
|
|
25,725
|
|
|
November 2016
|
||||
Mezzanine Loan
|
|
333
|
|
|
33,833
|
|
|
11,816
|
|
|
11,798
|
|
|
December 2016
|
||||
Jr. Mortgage Participation/Mezzanine Loan
|
|
—
|
|
|
55,000
|
|
|
20,544
|
|
|
20,553
|
|
|
July 2018
|
||||
Mortgage/Mezzanine Loan
|
|
—
|
|
|
—
|
|
|
17,923
|
|
|
—
|
|
|
February 2019
|
||||
Mezzanine Loan
|
|
—
|
|
|
38,000
|
|
|
21,789
|
|
|
—
|
|
|
March 2019
|
||||
Mortgage Loan
(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
|
||||
Total floating rate
|
|
$
|
52,743
|
|
|
$
|
2,838,813
|
|
|
$
|
727,915
|
|
|
$
|
550,871
|
|
|
|
Total
|
|
$
|
72,468
|
|
|
$
|
5,818,222
|
|
|
1,195,672
|
|
|
936,475
|
|
|
|
||
Loan loss reserve
|
|
|
|
|
|
—
|
|
|
(1,000
|
)
|
|
|
||||||
Total
|
|
|
|
|
|
|
$
|
1,195,672
|
|
|
$
|
935,475
|
|
|
|
(1)
|
Carrying value is net of discounts, original issue discounts and deferred origination fees.
|
(2)
|
During the three months ended March 31, 2014, we recognized
$10.1 million
of previously unaccrued interest income as deemed collectible as a result of the subsequent sale of the property, which closed in June 2014. In connection with the sale of the underlying property, our existing
$66.7 million
mezzanine loan was defeased and is now shown separately, as it is collateralized by defeasance securities. The buyer assumed our
$30.0 million
participating interest on the mortgage and we acquired a
$67.3 million
participating interest on the mezzanine loan.
|
(3)
|
Carrying value is net of
$41.3 million
that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.
|
(4)
|
Carrying value is net of
$5.0 million
that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.
|
(5)
|
This loan was repaid in July 2014.
|
(6)
|
This loan was repaid in August 2014.
|
(7)
|
In June 2014, the loan maturity date was extended to August 2014 and
$10.8 million
has been repaid.
|
(8)
|
This loan was previously included in other assets on the consolidated balance sheets. Following the sale of our interest in the partnership that is the borrower, the loan was reclassified to debt and preferred equity investments.
|
(9)
|
In March 2014, the loan was extended to February 2015.
|
(10)
|
Carrying value is net of
$7.4 million
that was participated out, which is included in other assets and other liabilities on the consolidated balance sheets as a result of the transfer not meeting the conditions for sale accounting.
|
(11)
|
This loan was repaid in May 2014.
|
Type
|
|
June 30, 2014
Senior Financing |
|
June 30, 2014
Carrying Value (1) |
|
December 31, 2013
Carrying Value (1) |
|
Initial
Mandatory
Redemption
|
||||||
Preferred equity
(2)
|
|
$
|
525,000
|
|
|
$
|
119,197
|
|
|
$
|
115,198
|
|
|
July 2015
|
Preferred equity
(2)
|
|
926,260
|
|
|
222,992
|
|
|
218,330
|
|
|
July 2016
|
|||
Preferred equity
|
|
70,000
|
|
|
9,947
|
|
|
9,940
|
|
|
November 2017
|
|||
Preferred equity
(3)
|
|
—
|
|
|
—
|
|
|
25,896
|
|
|
|
|||
|
|
$
|
1,521,260
|
|
|
$
|
352,136
|
|
|
$
|
369,364
|
|
|
|
(1)
|
Carrying value is net of discounts and deferred origination fees.
|
(2)
|
The difference between the pay and accrual rates is included as an addition to the principal balance outstanding.
|
(3)
|
This preferred equity investment was redeemed in April 2014.
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Balance at beginning of year
|
$
|
1,000
|
|
|
$
|
7,000
|
|
Expensed
|
—
|
|
|
—
|
|
||
Recoveries
|
—
|
|
|
—
|
|
||
Charge-offs and reclassifications
|
(1,000
|
)
|
|
(6,000
|
)
|
||
Balance at end of period
|
$
|
—
|
|
|
$
|
1,000
|
|
Property
|
Partner
|
|
Ownership
Interest
|
|
Economic
Interest
|
|
Square
Feet
|
|
Acquisition Date
|
|
Acquisition
Price
(1)
|
|||
100 Park Avenue
|
Prudential
|
|
49.90%
|
|
49.90%
|
|
834
|
|
|
January 2000
|
|
$
|
95,800
|
|
717 Fifth Avenue
|
Sutton/Private Investor
|
|
10.92%
|
|
10.92%
|
|
120
|
|
|
September 2006
|
|
251,900
|
|
|
800 Third Avenue
|
Private Investors
|
|
42.95%
|
|
42.95%
|
|
526
|
|
|
December 2006
|
|
285,000
|
|
|
1745 Broadway
|
Witkoff/SITQ/Lehman Bros.
|
|
32.26%
|
|
32.26%
|
|
674
|
|
|
April 2007
|
|
520,000
|
|
|
1 and 2 Jericho Plaza
|
Onyx/Credit Suisse
|
|
20.26%
|
|
20.26%
|
|
640
|
|
|
April 2007
|
|
210,000
|
|
|
The Meadows
|
Onyx
|
|
50.00%
|
|
50.00%
|
|
582
|
|
|
September 2007
|
|
111,500
|
|
|
180/182 Broadway
(2)
|
Harel/Sutton
|
|
25.50%
|
|
25.50%
|
|
71
|
|
|
February 2008
|
|
43,600
|
|
|
600 Lexington Avenue
|
CPPIB
|
|
55.00%
|
|
55.00%
|
|
304
|
|
|
May 2010
|
|
193,000
|
|
|
11 West 34th Street
|
Private Investor/Sutton
|
|
30.00%
|
|
30.00%
|
|
17
|
|
|
December 2010
|
|
10,800
|
|
|
7 Renaissance
|
Cappelli
|
|
50.00%
|
|
50.00%
|
|
37
|
|
|
December 2010
|
|
4,000
|
|
|
3 Columbus Circle
(3)
|
Moinian
|
|
48.90%
|
|
48.90%
|
|
769
|
|
|
January 2011
|
|
500,000
|
|
|
280 Park Avenue
|
Vornado
|
|
50.00%
|
|
49.50%
|
|
1,237
|
|
|
March 2011
|
|
400,000
|
|
|
1552-1560 Broadway
(4)
|
Sutton
|
|
50.00%
|
|
50.00%
|
|
49
|
|
|
August 2011
|
|
136,550
|
|
|
724 Fifth Avenue
|
Sutton
|
|
50.00%
|
|
50.00%
|
|
65
|
|
|
January 2012
|
|
223,000
|
|
|
10 East 53rd Street
|
CPPIB
|
|
55.00%
|
|
55.00%
|
|
390
|
|
|
February 2012
|
|
252,500
|
|
|
33 Beekman
(5)
|
Harel/Naftali
|
|
45.90%
|
|
45.90%
|
|
145
|
|
|
August 2012
|
|
31,000
|
|
|
521 Fifth Avenue
|
Plaza
|
|
50.50%
|
|
50.50%
|
|
460
|
|
|
November 2012
|
|
315,000
|
|
|
21 East 66th Street
(6)
|
Private Investors
|
|
32.28%
|
|
32.28%
|
|
17
|
|
|
December 2012
|
|
75,000
|
|
|
315 West 36th Street
|
Private Investors
|
|
35.50%
|
|
35.50%
|
|
148
|
|
|
December 2012
|
|
45,000
|
|
|
650 Fifth Avenue
(7)
|
Sutton
|
|
50.00%
|
|
50.00%
|
|
32
|
|
|
November 2013
|
|
—
|
|
(1)
|
Acquisition price represents the actual or implied gross purchase price for the joint venture.
|
(2)
|
In June 2014, the joint venture entered into a contract to sell the property for
$222.5 million
. This transaction is expected to close during the third quarter of 2014, subject to satisfaction of customary closing conditions.
|
(3)
|
As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns a portion of the property, generally floors three through eight referred to as Y&R units. Because the joint venture has an option to repurchase the Y&R units, the gain associated with this sale was deferred.
|
(4)
|
The purchase price pertained only to the purchase of the 1552 Broadway interest which comprised
13,045
square feet. The joint venture also owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway.
|
(5)
|
The joint venture owns a fee interest in the property and will develop an approximately
30
story building for student housing. Upon completion of the development, the joint venture will convey a long-term ground lease condominium interest in the building to Pace.
|
(6)
|
We hold a
32.28%
interest in
three
retail and
two
residential units at the property and a
16.14%
interest in
four
residential units at the property.
|
(7)
|
The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue. In connection with the ground lease obligation, SLG provided a performance guaranty and Sutton executed a contribution agreement to reflect its pro rata obligation. In the event the property is converted into a condominium unit and the landlord elects the purchase option, the joint venture shall be obligated to acquire the unit at the then fair value.
|
(1)
|
Effective weighted average interest rate for the
three months ended June 30, 2014
, taking into account interest rate hedges in effect during the period.
|
(2)
|
These loans are comprised of a
$300.0 million
fixed rate mortgage loan and
$290.0 million
mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate.
|
(3)
|
In May 2014, we acquired the interest of our joint venture thereby consolidating the entity. Simultaneous with the acquisition, we refinanced the mortgage and realized a net loss on early extinguishment of debt of
$2.4 million
.
|
(4)
|
In February 2014, the joint venture replaced the previous fixed rate mortgage with a
$360.0 million
,
seven
-year floating rate, mortgage and realized a net loss on early extinguishment of
$3.2 million
.
|
(5)
|
In January 2014, we sold our interest in the joint venture, inclusive of our share of the joint venture debt.
|
(6)
|
This loan was in default since November 2009 due to the non-payment of debt service. In January 2014, the joint venture relinquished its ground lease position to the lender. During the six months ended June 30, 2014, we also recognized
$7.7 million
of incentive income, which is included in other income on the consolidated statements of income.
|
(7)
|
The joint venture has the ability to increase the mortgage by
$40.0 million
based on meeting certain performance hurdles. In connection with this obligation, we executed a master lease agreement and our joint venture partner executed a contribution agreement to reflect its pro rata obligation under the master lease. The lien on the mortgage and the master lease excludes the condominium interest owned by Y&R. See Note 3 of prior table.
|
(8)
|
These loans are comprised of a
$150.0 million
mortgage loan and a
$41.5 million
mezzanine loan and are subject to
two
one
-year extension options. As of
June 30, 2014
,
$8.4 million
of the mortgage loan and
$7.2 million
of the mezzanine loan remained unfunded.
|
(9)
|
In April 2014, the joint venture refinanced the previous mortgage with a
$235.0 million
mortgage and a
$40.0 million
mezzanine loan and realized a net loss on early extinguishment of debt of
$1.2 million
. These new floating rate loans mature in April 2017.
|
(10)
|
This loan has a committed amount of
$75.0 million
, which is recourse to us. Our partner has indemnified us for its pro rata share of the recourse guarantee. A portion of the guarantee terminates upon the joint venture reaching certain milestones. We believe it is unlikely that we will be required to perform under this guarantee.
|
(11)
|
In March 2014, we sold our interest in the joint venture, inclusive of our share in the joint venture debt.
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
||||
Commercial real estate property, net
|
$
|
4,925,422
|
|
|
$
|
6,846,021
|
|
Other assets
|
749,571
|
|
|
827,282
|
|
||
Total assets
|
$
|
5,674,993
|
|
|
$
|
7,673,303
|
|
Liabilities and members' equity
|
|
|
|
||||
Mortgages and other loans payable
|
$
|
3,575,456
|
|
|
$
|
5,066,710
|
|
Other liabilities
|
485,753
|
|
|
596,960
|
|
||
Members' equity
|
1,613,784
|
|
|
2,009,633
|
|
||
Total liabilities and members' equity
|
$
|
5,674,993
|
|
|
$
|
7,673,303
|
|
Company's investments in unconsolidated joint ventures
|
$
|
971,926
|
|
|
$
|
1,113,218
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Total revenues
|
$
|
130,495
|
|
|
$
|
154,974
|
|
|
$
|
291,633
|
|
|
$
|
306,205
|
|
Operating expenses
|
18,362
|
|
|
28,205
|
|
|
45,045
|
|
|
56,816
|
|
||||
Ground rent
|
2,632
|
|
|
658
|
|
|
4,657
|
|
|
1,315
|
|
||||
Real estate taxes
|
15,406
|
|
|
16,958
|
|
|
32,342
|
|
|
34,263
|
|
||||
Interest expense, net of interest income
|
44,728
|
|
|
56,561
|
|
|
97,064
|
|
|
112,968
|
|
||||
Amortization of deferred financing costs
|
2,026
|
|
|
5,302
|
|
|
6,659
|
|
|
9,585
|
|
||||
Transaction related costs, net of recoveries
|
(207
|
)
|
|
—
|
|
|
64
|
|
|
—
|
|
||||
Depreciation and amortization
|
33,858
|
|
|
52,539
|
|
|
79,462
|
|
|
95,150
|
|
||||
Total expenses
|
116,805
|
|
|
160,223
|
|
|
265,293
|
|
|
310,097
|
|
||||
Loss on early extinguishment of debt
|
(3,546
|
)
|
|
—
|
|
|
(6,743
|
)
|
|
—
|
|
||||
Net income (loss) before gain on sale
|
$
|
10,144
|
|
|
$
|
(5,249
|
)
|
|
$
|
19,597
|
|
|
$
|
(3,892
|
)
|
Company's equity in net income (loss) from unconsolidated joint ventures
|
$
|
8,619
|
|
|
$
|
(3,761
|
)
|
|
$
|
14,748
|
|
|
$
|
1,313
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Deferred leasing
|
$
|
331,716
|
|
|
$
|
326,379
|
|
Deferred financing
|
201,148
|
|
|
157,088
|
|
||
|
532,864
|
|
|
483,467
|
|
||
Less accumulated amortization
|
(232,821
|
)
|
|
(216,409
|
)
|
||
Deferred costs, net
|
$
|
300,043
|
|
|
$
|
267,058
|
|
Property
|
|
Maturity
Date
|
|
Interest
Rate(1)
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
||||||
125 Park Avenue
|
|
October 2014
|
|
|
5.75
|
%
|
|
$
|
146,250
|
|
|
$
|
146,250
|
|
711 Third Avenue
|
|
June 2015
|
|
|
4.99
|
%
|
|
120,000
|
|
|
120,000
|
|
||
625 Madison Avenue
|
|
November 2015
|
|
|
7.27
|
%
|
|
117,892
|
|
|
120,830
|
|
||
500 West Putnam Avenue
|
|
January 2016
|
|
|
5.52
|
%
|
|
23,253
|
|
|
23,529
|
|
||
420 Lexington Avenue
|
|
September 2016
|
|
|
7.15
|
%
|
|
181,612
|
|
|
182,641
|
|
||
Landmark Square
|
|
December 2016
|
|
|
4.00
|
%
|
|
82,097
|
|
|
82,909
|
|
||
485 Lexington Avenue
|
|
February 2017
|
|
|
5.61
|
%
|
|
450,000
|
|
|
450,000
|
|
||
120 West 45th Street
|
|
February 2017
|
|
|
6.12
|
%
|
|
170,000
|
|
|
170,000
|
|
||
762 Madison Avenue
|
|
February 2017
|
|
|
3.75
|
%
|
|
8,128
|
|
|
8,211
|
|
||
2 Herald Square
(2)
|
|
April 2017
|
|
|
5.36
|
%
|
|
191,250
|
|
|
191,250
|
|
||
885 Third Avenue
|
|
July 2017
|
|
|
6.26
|
%
|
|
267,650
|
|
|
267,650
|
|
||
388-390 Greenwich Street
(3)
|
|
June 2018
|
|
|
3.80
|
%
|
|
504,000
|
|
|
—
|
|
||
Other loan payable
(4)
|
|
September 2019
|
|
|
8.00
|
%
|
|
50,000
|
|
|
50,000
|
|
||
One Madison Avenue
|
|
May 2020
|
|
|
5.91
|
%
|
|
576,653
|
|
|
587,336
|
|
||
100 Church
|
|
July 2022
|
|
|
4.68
|
%
|
|
230,000
|
|
|
230,000
|
|
||
919 Third Avenue
(5)
|
|
June 2023
|
|
|
5.12
|
%
|
|
500,000
|
|
|
500,000
|
|
||
400 East 57th Street
|
|
February 2024
|
|
|
4.13
|
%
|
|
69,503
|
|
|
70,000
|
|
||
400 East 58th Street
|
|
February 2024
|
|
|
4.13
|
%
|
|
29,787
|
|
|
30,000
|
|
||
1515 Broadway
|
|
March 2025
|
|
|
3.93
|
%
|
|
900,000
|
|
|
900,000
|
|
||
Series J Preferred Units
(6)
|
|
April 2051
|
|
|
3.75
|
%
|
|
4,000
|
|
|
—
|
|
||
609 Partners, LLC
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||
Total fixed rate debt
|
|
|
|
|
|
$
|
4,622,075
|
|
|
$
|
4,130,629
|
|
||
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
||||||
Master repurchase agreement
(8)
|
|
December 2014
|
|
|
3.37
|
%
|
|
—
|
|
|
91,000
|
|
||
180 Maiden Lane
(9)
|
|
November 2016
|
|
|
2.34
|
%
|
|
258,351
|
|
|
262,706
|
|
||
388-390 Greenwich Street
(3)
|
|
June 2018
|
|
|
1.91
|
%
|
|
946,000
|
|
|
—
|
|
||
248-252 Bedford Avenue
(10)
|
|
June 2019
|
|
|
2.16
|
%
|
|
29,000
|
|
|
22,000
|
|
||
220 East 42nd Street
|
|
October 2020
|
|
|
1.76
|
%
|
|
275,000
|
|
|
275,000
|
|
||
16 Court Street
(11)
|
|
0
|
|
|
0
|
|
|
—
|
|
|
79,243
|
|
||
Total floating rate debt
|
|
|
|
|
|
$
|
1,508,351
|
|
|
$
|
729,949
|
|
||
Total mortgages and other loans payable
|
|
|
|
|
|
$
|
6,130,426
|
|
|
$
|
4,860,578
|
|
(1)
|
Effective weighted average interest rate for the
three months ended June 30, 2014
, taking into account interest rate hedges in effect during the period.
|
(2)
|
This property is held for sale at June 30, 2014 and the related
$191.3 million
mortgage is included in liabilities related to assets held for sale.
|
(3)
|
Simultaneous with the acquisition of our joint venture partner interest, we refinanced the
$1.1 billion
floating rate mortgage with a
$1.5 billion
seven
-year floating rate mortgage, and have consolidated the property.
|
(4)
|
This loan is secured by a portion of a preferred equity investment.
|
(5)
|
We own a
51.0%
controlling interest in the joint venture that is the borrower on this loan.
|
(6)
|
In connection with the subsequent acquisition of a commercial real estate property, the Operating Partnership issued
$4.0 million
or
4,000
3.75%
Series J Preferred Units of limited partnership interest, of the Series J Preferred Units, with a mandatory liquidation preference of
$1,000.00
per unit. The Series J Preferred Units can be redeemed in cash by the Operating Partnership on the earlier of (i) the date of the sale of the property or (ii) April 30, 2051 or at the option of the unitholders as further prescribed in the related agreement.
|
(7)
|
In April 2014, the remaining
22,658
Series E Preferred Units of the Operating Partnership were canceled.
|
(8)
|
The Master Repurchase Agreement, or MRA, has a maximum facility capacity of
$300.0 million
.
|
(9)
|
In connection with this consolidated joint venture obligation, we executed a master lease agreement. Our partner has executed a contribution agreement to reflect its pro rata share of the obligation under the master lease.
|
(10)
|
In June 2014, we replaced the previous floating rate mortgage with a
$29.0 million
,
five
-year floating rate mortgage and incurred a net loss on early extinguishment of debt of
$0.5 million
.
|
(11)
|
In April 2014, we repaid the loan and incurred a loss on early extinguishment of debt of
$0.5 million
.
|
Issuance
|
|
June 30, 2014 Unpaid Principal Balance
|
|
June 30, 2014 Accreted Balance
|
|
December 31, 2013 Accreted Balance
|
|
Coupon
Rate(1)
|
|
Effective
Rate
|
|
Term
(in Years)
|
|
Maturity Date
|
||||||||
August 13, 2004
(2)
|
|
$
|
75,898
|
|
|
$
|
75,898
|
|
|
$
|
75,898
|
|
|
5.88
|
%
|
|
5.88
|
%
|
|
10
|
|
August 15, 2014
|
March 31, 2006
(2)
|
|
255,308
|
|
|
255,227
|
|
|
255,206
|
|
|
6.00
|
%
|
|
6.00
|
%
|
|
10
|
|
March 31, 2016
|
|||
October 12, 2010
(3)
|
|
345,000
|
|
|
303,354
|
|
|
297,837
|
|
|
3.00
|
%
|
|
3.00
|
%
|
|
7
|
|
October 15, 2017
|
|||
August 5, 2011
(4)
|
|
250,000
|
|
|
249,712
|
|
|
249,681
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
7
|
|
August 15, 2018
|
|||
March 16, 2010
(4)
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
7.75
|
%
|
|
7.75
|
%
|
|
10
|
|
March 15, 2020
|
|||
November 15, 2012
(4)
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
10
|
|
December 1, 2022
|
|||
June 27, 2005
(2)(5)
|
|
7
|
|
|
7
|
|
|
7
|
|
|
4.00
|
%
|
|
4.00
|
%
|
|
20
|
|
June 15, 2025
|
|||
March 26, 2007
(6)
|
|
10,008
|
|
|
10,008
|
|
|
10,701
|
|
|
3.00
|
%
|
|
3.00
|
%
|
|
20
|
|
March 30, 2027
|
|||
|
|
$
|
1,386,221
|
|
|
$
|
1,344,206
|
|
|
$
|
1,339,330
|
|
|
|
|
|
|
|
|
|
(1)
|
Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.
|
(2)
|
Issued by ROP.
|
(3)
|
Issued by the Operating Partnership. Interest on these exchangeable notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a
30.0%
premium to the last reported sale price of SL Green's common stock on October 6, 2010, or
$85.81
. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is
11.7153
shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are guaranteed by ROP. On the issuance date,
$78.3 million
of the debt balance was recorded in equity. As of
June 30, 2014
,
$41.6 million
remained to be amortized into the debt balance.
|
(4)
|
Issued by the Company, the Operating Partnership and ROP, as co-obligors.
|
(5)
|
Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to ROP, at the option of the holder at par plus accrued and unpaid interest, on June 15, 2015 and 2020 and upon the occurrence of certain change of control transactions. As a result of the acquisition of all outstanding shares of common stock of Reckson, or the Reckson Merger, the adjusted exchange rate for the debentures is
7.7461
shares of SL Green's common stock per
$1,000
of principal amount of debentures and the adjusted reference dividend for the debentures is
$1.3491
.
|
(6)
|
Issued by the Operating Partnership. Interest on these remaining exchangeable notes is payable semi-annually on March 30 and September 30. The notes have an initial exchange rate representing an exchange price that was set at a
25.0%
premium to the last reported sale price of the Company's common stock on March 20, 2007, or
$173.30
. The initial exchange rate is subject to adjustment under certain circumstances. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are currently redeemable at the Operating Partnership’s option. The Operating Partnership may be required to repurchase the notes on March 30, 2017 and 2022, and upon the occurrence of certain designated events.
|
|
Scheduled
Amortization
|
|
Principal
Repayments
|
|
|
Trust
Preferred
Securities
|
|
Term Loan and Senior
Unsecured
Notes
|
|
Total
|
|
Joint
Venture
Debt
|
||||||||||||
Remaining 2014
|
$
|
23,163
|
|
|
$
|
146,250
|
|
|
|
$
|
—
|
|
|
$
|
75,898
|
|
|
$
|
245,311
|
|
|
$
|
27,651
|
|
2015
|
47,480
|
|
|
229,537
|
|
|
|
—
|
|
|
7
|
|
|
277,024
|
|
|
44,260
|
|
||||||
2016
|
55,946
|
|
|
514,311
|
|
|
|
—
|
|
|
255,308
|
|
|
825,565
|
|
|
561,736
|
|
||||||
2017
|
61,063
|
|
|
1,086,579
|
|
(1)
|
|
—
|
|
|
355,008
|
|
|
1,502,650
|
|
|
442,584
|
|
||||||
2018
|
64,462
|
|
|
—
|
|
|
|
—
|
|
|
250,000
|
|
|
314,462
|
|
|
28
|
|
||||||
Thereafter
|
246,979
|
|
|
3,654,656
|
|
|
|
100,000
|
|
|
1,233,000
|
|
|
5,234,635
|
|
|
353,580
|
|
||||||
|
$
|
499,093
|
|
|
$
|
5,631,333
|
|
(1)
|
|
$
|
100,000
|
|
|
$
|
2,169,221
|
|
|
$
|
8,399,647
|
|
|
$
|
1,429,839
|
|
(1)
|
Principal repayments include the mortgage at 2 Herald Center, which is included in liabilities related to assets held for sale.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest expense
|
|
$
|
79,163
|
|
|
$
|
80,009
|
|
|
$
|
157,414
|
|
|
$
|
158,758
|
|
Interest income
|
|
(552
|
)
|
|
(458
|
)
|
|
(1,084
|
)
|
|
(898
|
)
|
||||
Interest expense, net
|
|
$
|
78,611
|
|
|
$
|
79,551
|
|
|
$
|
156,330
|
|
|
$
|
157,860
|
|
Interest capitalized
|
|
$
|
6,862
|
|
|
$
|
3,301
|
|
|
$
|
11,003
|
|
|
$
|
6,363
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Due from joint ventures
|
$
|
1,484
|
|
|
$
|
2,376
|
|
Other
|
7,431
|
|
|
6,154
|
|
||
Related party receivables
|
$
|
8,915
|
|
|
$
|
8,530
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Balance at beginning of period
|
$
|
265,476
|
|
|
$
|
212,907
|
|
Distributions
|
(3,598
|
)
|
|
(4,146
|
)
|
||
Issuance of common units
|
19,460
|
|
|
24,750
|
|
||
Redemption of common units
|
(23,066
|
)
|
|
(17,287
|
)
|
||
Net income
|
13,374
|
|
|
3,023
|
|
||
Accumulated other comprehensive income allocation
|
234
|
|
|
611
|
|
||
Fair value adjustment
|
107,925
|
|
|
45,618
|
|
||
Balance at end of period
|
$
|
379,805
|
|
|
$
|
265,476
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Numerator
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic Earnings:
|
|
|
|
|
|
|
|
|
||||||||
Income attributable to SL Green common stockholders
|
|
$
|
235,541
|
|
|
$
|
8,276
|
|
|
$
|
381,631
|
|
|
$
|
27,185
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
||||||||
Redemption of units to common shares
|
|
8,645
|
|
|
244
|
|
|
13,374
|
|
|
799
|
|
||||
Diluted Earnings:
|
|
|
|
|
|
|
|
|
||||||||
Income attributable to SL Green common stockholders
|
|
$
|
244,186
|
|
|
$
|
8,520
|
|
|
$
|
395,005
|
|
|
$
|
27,984
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
Denominator
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Basic Shares:
|
|
|
|
|
|
|
|
|
||||
Weighted average common stock outstanding
|
|
95,455
|
|
|
91,660
|
|
|
95,288
|
|
|
91,530
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
||||
Redemption of units to common shares
|
|
3,515
|
|
|
2,652
|
|
|
3,339
|
|
|
2,694
|
|
Stock-based compensation plans
|
|
514
|
|
|
224
|
|
|
501
|
|
|
228
|
|
Diluted weighted average common stock outstanding
|
|
99,484
|
|
|
94,536
|
|
|
99,128
|
|
|
94,452
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Numerator
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic and Diluted Earnings:
|
|
|
|
|
|
|
|
|
||||||||
Income attributable to SLGOP common unitholders
|
|
$
|
244,186
|
|
|
$
|
8,520
|
|
|
$
|
395,005
|
|
|
$
|
27,984
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
Denominator
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Basic units:
|
|
|
|
|
|
|
|
|
||||
Weighted average common units outstanding
|
|
98,970
|
|
|
94,312
|
|
|
98,627
|
|
|
94,224
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation plans
|
|
514
|
|
|
224
|
|
|
501
|
|
|
228
|
|
Diluted weighted average common units outstanding
|
|
99,484
|
|
|
94,536
|
|
|
99,128
|
|
|
94,452
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||
Dividend yield
|
1.80
|
%
|
|
1.92
|
%
|
Expected life of option
|
3.7 years
|
|
|
4.1 years
|
|
Risk-free interest rate
|
0.94
|
%
|
|
0.96
|
%
|
Expected stock price volatility
|
35.00
|
%
|
|
36.12
|
%
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
||||||||
Balance at beginning of year
|
1,765,034
|
|
|
$
|
83.24
|
|
|
1,201,000
|
|
|
$
|
75.05
|
|
||
Granted
|
3,000
|
|
|
98.58
|
|
|
828,100
|
|
|
87.23
|
|
||||
Exercised
|
(277,145
|
)
|
|
71.27
|
|
|
(223,531
|
)
|
|
53.93
|
|
||||
Lapsed or cancelled
|
(26,984
|
)
|
|
83.81
|
|
|
(40,535
|
)
|
|
83.94
|
|
||||
Balance at end of period
|
1,463,905
|
|
|
$
|
85.53
|
|
|
1,765,034
|
|
|
$
|
83.24
|
|
||
Options exercisable at end of period
|
456,464
|
|
|
$
|
88.98
|
|
|
461,458
|
|
|
$
|
89.38
|
|
||
Weighted average fair value of options granted during the period
|
$
|
69,805
|
|
|
|
|
$
|
18,041,576
|
|
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Balance at beginning of year
|
2,994,197
|
|
|
2,804,901
|
|
||
Granted
|
—
|
|
|
192,563
|
|
||
Cancelled
|
(1,434
|
)
|
|
(3,267
|
)
|
||
Balance at end of period
|
2,992,763
|
|
|
2,994,197
|
|
||
Vested during the period
|
69,293
|
|
|
21,074
|
|
||
Compensation expense recorded
|
$
|
4,678,269
|
|
|
$
|
6,713,155
|
|
Weighted average fair value of restricted stock granted during the period
|
$
|
—
|
|
|
$
|
17,386,949
|
|
|
Net unrealized loss on derivative instruments (1)
|
|
SL Green’s share of joint venture net unrealized income (loss) on derivative instruments (2)
|
|
Unrealized gains and loss on marketable securities
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
(15,125
|
)
|
|
$
|
(4,870
|
)
|
|
$
|
4,784
|
|
|
$
|
(15,211
|
)
|
Other comprehensive income (loss) before reclassifications
|
(420
|
)
|
|
4,068
|
|
|
1,702
|
|
|
5,350
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
1,898
|
|
|
1,767
|
|
|
—
|
|
|
3,665
|
|
||||
Balance at June 30, 2014
|
$
|
(13,647
|
)
|
|
$
|
965
|
|
|
$
|
6,486
|
|
|
$
|
(6,196
|
)
|
(1)
|
Amounts reclassified from accumulated other comprehensive income (loss) are included in interest expense in the respective consolidated statements of income. As of
June 30, 2014
and
December 31, 2013
, the deferred net losses from these terminated hedges, which are included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, were
$12.8 million
and
$13.8 million
, respectively.
|
(2)
|
Amounts reclassified from accumulated other comprehensive income are included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of income.
|
|
Net unrealized loss on derivative instruments (1)
|
|
SLGOP’s share of joint venture net unrealized income (loss) on derivative instruments (2)
|
|
Unrealized gains and loss on marketable securities
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
(15,573
|
)
|
|
$
|
(5,015
|
)
|
|
$
|
4,926
|
|
|
$
|
(15,662
|
)
|
Other comprehensive (loss) income before reclassifications
|
(516
|
)
|
|
4,184
|
|
|
1,788
|
|
|
5,456
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
1,964
|
|
|
1,829
|
|
|
—
|
|
|
3,793
|
|
||||
Balance at June 30, 2014
|
$
|
(14,125
|
)
|
|
$
|
998
|
|
|
$
|
6,714
|
|
|
$
|
(6,413
|
)
|
(1)
|
Amount reclassified from accumulated other comprehensive income (loss) are included in interest expense in the respective consolidated statements of income. As of
June 30, 2014
and
December 31, 2013
, the deferred net losses from these terminated hedges, which are included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, were
$13.2 million
and
$14.2 million
, respectively.
|
(2)
|
Amounts reclassified from accumulated other comprehensive income are included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of income.
|
|
June 30, 2014
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
39,912
|
|
|
$
|
4,532
|
|
|
$
|
35,380
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements (included in accrued interest payable and other liabilities)
|
$
|
18,454
|
|
|
$
|
—
|
|
|
$
|
18,454
|
|
|
$
|
—
|
|
|
December 31, 2013
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
32,049
|
|
|
$
|
4,307
|
|
|
$
|
24,419
|
|
|
$
|
3,323
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements (included in accrued interest payable and other liabilities)
|
$
|
1,329
|
|
|
$
|
—
|
|
|
$
|
1,329
|
|
|
$
|
—
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Debt and preferred equity investments
|
$
|
1,547,808
|
|
|
(1)
|
|
|
$
|
1,304,839
|
|
|
(1)
|
|
||
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt
|
$
|
6,096,280
|
|
|
$
|
6,533,273
|
|
|
$
|
5,599,960
|
|
|
$
|
5,886,980
|
|
Variable rate debt
|
2,261,352
|
|
|
2,279,257
|
|
|
1,319,948
|
|
|
1,327,422
|
|
||||
|
$
|
8,357,632
|
|
|
$
|
8,812,530
|
|
|
$
|
6,919,908
|
|
|
$
|
7,214,402
|
|
(1)
|
Debt and preferred equity investments had an estimated fair value ranging between
$1.5 billion
and
$1.7 billion
at
June 30, 2014
. At
December 31, 2013
, debt and preferred equity investments had an estimated fair value ranging between
$1.3 billion
and
$1.4 billion
.
|
|
Notional
Value
(in thousands)
|
|
Strike
Rate
|
|
Effective
Date
|
|
Expiration
Date
|
|
Balance Sheet Location
|
|
Fair Value
(in thousands)
|
|||||
Interest Rate Cap
|
$
|
263,426
|
|
|
6.000
|
%
|
|
November 2013
|
|
November 2015
|
|
Other Assets
|
|
$
|
4
|
|
Interest Rate Cap
|
137,500
|
|
|
4.000
|
%
|
|
October 2013
|
|
September 2015
|
|
Other Assets
|
|
3
|
|
||
Interest Rate Cap
|
946,000
|
|
|
4.750
|
%
|
|
May 2014
|
|
May 2016
|
|
Other Assets
|
|
36
|
|
||
Interest Rate Swap
(1)
|
144,000
|
|
|
2.236
|
%
|
|
December 2012
|
|
December 2017
|
|
Other Liabilities
|
|
(5,859
|
)
|
||
Interest Rate Swap
(1)
|
72,000
|
|
|
2.310
|
%
|
|
December 2012
|
|
December 2017
|
|
Other Liabilities
|
|
(3,109
|
)
|
||
Interest Rate Swap
(1)
|
72,000
|
|
|
2.310
|
%
|
|
December 2012
|
|
December 2017
|
|
Other Liabilities
|
|
(3,109
|
)
|
||
Interest Rate Swap
(1)
|
57,600
|
|
|
1.990
|
%
|
|
December 2012
|
|
December 2017
|
|
Other Liabilities
|
|
(1,859
|
)
|
||
Interest Rate Swap
(1)
|
86,400
|
|
|
1.948
|
%
|
|
December 2012
|
|
December 2017
|
|
Other Liabilities
|
|
(2,664
|
)
|
||
Interest Rate Swap
(1)
|
72,000
|
|
|
1.345
|
%
|
|
December 2012
|
|
December 2017
|
|
Other Liabilities
|
|
(747
|
)
|
||
Interest Rate Swap
|
30,000
|
|
|
2.295
|
%
|
|
July 2010
|
|
June 2016
|
|
Other Liabilities
|
|
(1,078
|
)
|
||
Interest Rate Swap
|
8,500
|
|
|
0.740
|
%
|
|
February 2012
|
|
February 2015
|
|
Other Liabilities
|
|
(29
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
$
|
(18,411
|
)
|
(1)
|
As a result of the acquisition and consolidation of 388-390 Greenwich Street, we have assumed these derivative instruments and have designated them as hedges.
|
|
|
Amount of Gain or (Loss)
Recognized in
Other Comprehensive
Loss
(Effective Portion)
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
|
Amount of Loss
Reclassified from
Accumulated Other
Comprehensive Loss into Income
(Effective Portion)
|
|
Location of Gain (Loss) Recognized in Income on Derivative
|
|
Amount of Gain
Recognized
into Income
(Ineffective Portion)
|
||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||
Derivative
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
||||||||||||||
Interest Rate Swaps/Caps
|
|
$
|
(465
|
)
|
|
$
|
181
|
|
|
Interest expense
|
|
$
|
1,272
|
|
|
$
|
470
|
|
|
Interest expense
|
|
$
|
1
|
|
|
$
|
—
|
|
Share of unconsolidated joint ventures' derivative instruments
|
|
5,930
|
|
|
7,888
|
|
|
Equity in net income from unconsolidated joint ventures
|
|
556
|
|
|
1,260
|
|
|
Equity in net income from unconsolidated joint ventures
|
|
—
|
|
|
5
|
|
||||||
|
|
$
|
5,465
|
|
|
$
|
8,069
|
|
|
|
|
$
|
1,828
|
|
|
$
|
1,730
|
|
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
|
Amount of Gain or (Loss)
Recognized in
Other Comprehensive
Loss
(Effective Portion)
|
|
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
|
Amount of Loss
Reclassified from
Accumulated Other
Comprehensive Loss into Income
(Effective Portion)
|
|
Location of Gain (Loss) Recognized in Income on Derivative
|
|
Amount of Gain
Recognized
into Income
(Ineffective Portion)
|
||||||||||||||||||
|
|
Six Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
||||||||||||||||||||
Derivative
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
|
|
2014
|
|
2013
|
||||||||||||||
Interest Rate Swaps/Caps
|
|
$
|
(516
|
)
|
|
$
|
140
|
|
|
Interest expense
|
|
$
|
1,964
|
|
|
$
|
938
|
|
|
Interest expense
|
|
$
|
2
|
|
|
$
|
—
|
|
Share of unconsolidated joint ventures' derivative instruments
|
|
4,184
|
|
|
8,109
|
|
|
Equity in net income from unconsolidated joint ventures
|
|
1,829
|
|
|
2,500
|
|
|
Equity in net income from unconsolidated joint ventures
|
|
—
|
|
|
5
|
|
||||||
|
|
$
|
3,668
|
|
|
$
|
8,249
|
|
|
|
|
$
|
3,793
|
|
|
$
|
3,438
|
|
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
Capital lease
|
|
Non-cancellable
operating leases
|
||||
Remaining 2014
|
$
|
73
|
|
|
$
|
15,351
|
|
2015
|
145
|
|
|
30,703
|
|
||
2016
|
170
|
|
|
30,824
|
|
||
2017
|
291
|
|
|
31,057
|
|
||
2018
|
291
|
|
|
31,057
|
|
||
Thereafter
|
56,884
|
|
|
766,187
|
|
||
Total minimum lease payments
|
57,854
|
|
|
$
|
905,179
|
|
|
Less amount representing interest
|
(37,219
|
)
|
|
|
|||
Capitalized lease obligations
|
$
|
20,635
|
|
|
|
|
|
Real
Estate
Segment
|
|
Debt and Preferred
Equity
Segment
|
|
Total
Company
|
||||||
Total revenues
|
|
|
|
|
|
|
||||||
Three months ended:
|
|
|
|
|
|
|
||||||
June 30, 2014
|
|
$
|
347,513
|
|
|
$
|
39,714
|
|
|
$
|
387,227
|
|
June 30, 2013
|
|
307,213
|
|
|
46,731
|
|
|
353,944
|
|
|||
Six months ended:
|
|
|
|
|
|
|
||||||
June 30, 2014
|
|
$
|
668,998
|
|
|
$
|
93,798
|
|
|
$
|
762,796
|
|
June 30, 2013
|
|
608,126
|
|
|
99,439
|
|
|
707,565
|
|
|||
Income (loss) from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
|
|
|
|
|
||||||
Three months ended:
|
|
|
|
|
|
|
||||||
June 30, 2014
|
|
$
|
24,318
|
|
|
$
|
34,000
|
|
|
$
|
58,318
|
|
June 30, 2013
|
|
(4,742
|
)
|
|
38,040
|
|
|
33,298
|
|
|||
Six months ended:
|
|
|
|
|
|
|
||||||
June 30, 2014
|
|
$
|
26,918
|
|
|
$
|
79,582
|
|
|
$
|
106,500
|
|
June 30, 2013
|
|
(23,548
|
)
|
|
81,389
|
|
|
57,841
|
|
|||
Total assets
|
|
|
|
|
|
|
||||||
As of:
|
|
|
|
|
|
|
||||||
June 30, 2014
|
|
$
|
15,155,384
|
|
|
$
|
1,562,352
|
|
|
$
|
16,717,736
|
|
December 31, 2013
|
|
13,641,727
|
|
|
1,317,274
|
|
|
14,959,001
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income from continuing operations before purchase price fair value adjustment and equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
$
|
58,318
|
|
|
$
|
33,298
|
|
|
$
|
106,500
|
|
|
$
|
57,841
|
|
Purchase price fair value adjustment
|
|
71,446
|
|
|
(2,305
|
)
|
|
71,446
|
|
|
(2,305
|
)
|
||||
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
1,444
|
|
|
(3,583
|
)
|
|
106,084
|
|
|
(3,583
|
)
|
||||
Income from continuing operations
|
|
131,208
|
|
|
27,410
|
|
|
284,030
|
|
|
51,953
|
|
||||
Net income from discontinued operations
|
|
4,389
|
|
|
3,838
|
|
|
8,178
|
|
|
8,519
|
|
||||
Gain on sale of discontinued operations
|
|
114,735
|
|
|
—
|
|
|
114,735
|
|
|
1,113
|
|
||||
Net income
|
|
$
|
250,332
|
|
|
$
|
31,248
|
|
|
$
|
406,943
|
|
|
$
|
61,585
|
|
(1)
|
The weighted average occupancy for commercial properties represents the total occupied square feet divided by total available rentable square feet. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.
|
(2)
|
As of
June 30, 2014
, we owned a building that was comprised of
270,132
square feet of retail space and
222,855
square feet of residential space. For the purpose of this report, we have included the building as part of retail properties and have shown the square footage under its respective classifications.
|
|
|
Same-Store
|
|
Acquisition
|
|
Other
|
|
Consolidated
|
||||||||||||||||||||||||||||||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
$
Change
|
|
%
Change
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
$
Change
|
|
%
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Rental revenue
|
|
$
|
248.5
|
|
|
$
|
243.5
|
|
|
$
|
5.0
|
|
|
2.1
|
%
|
|
$
|
36.5
|
|
|
$
|
20.0
|
|
|
$
|
0.2
|
|
|
$
|
(0.7
|
)
|
|
$
|
285.2
|
|
|
$
|
262.8
|
|
|
$
|
22.4
|
|
|
8.5
|
%
|
Escalation and reimbursement
|
|
35.8
|
|
|
34.0
|
|
|
1.8
|
|
|
5.3
|
%
|
|
3.3
|
|
|
4.5
|
|
|
0.4
|
|
|
0.2
|
|
|
39.5
|
|
|
38.7
|
|
|
0.8
|
|
|
2.1
|
%
|
||||||||||
Investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
39.7
|
|
|
46.7
|
|
|
39.7
|
|
|
46.7
|
|
|
(7.0
|
)
|
|
(15.0
|
)%
|
||||||||||
Other income
|
|
0.8
|
|
|
1.2
|
|
|
(0.4
|
)
|
|
(33.3
|
)%
|
|
0.2
|
|
|
0.1
|
|
|
21.8
|
|
|
4.4
|
|
|
22.8
|
|
|
5.7
|
|
|
17.1
|
|
|
300.0
|
%
|
||||||||||
Total revenues
|
|
285.1
|
|
|
278.7
|
|
|
6.4
|
|
|
2.3
|
%
|
|
40.0
|
|
|
24.6
|
|
|
62.1
|
|
|
50.6
|
|
|
387.2
|
|
|
353.9
|
|
|
33.3
|
|
|
9.4
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property operating expenses
|
|
116.6
|
|
|
112.9
|
|
|
3.7
|
|
|
3.3
|
%
|
|
11.7
|
|
|
12.2
|
|
|
3.6
|
|
|
3.1
|
|
|
131.9
|
|
|
128.2
|
|
|
3.7
|
|
|
2.9
|
%
|
||||||||||
Transaction related costs, net of recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
0.5
|
|
|
0.2
|
|
|
1.2
|
|
|
1.5
|
|
|
1.7
|
|
|
1.7
|
|
|
—
|
|
|
—
|
%
|
||||||||||
Marketing, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
23.9
|
|
|
21.5
|
|
|
23.9
|
|
|
21.5
|
|
|
2.4
|
|
|
11.2
|
%
|
||||||||||
Total expenses
|
|
116.6
|
|
|
112.9
|
|
|
3.7
|
|
|
3.3
|
%
|
|
12.2
|
|
|
12.4
|
|
|
28.7
|
|
|
26.1
|
|
|
157.5
|
|
|
151.4
|
|
|
6.1
|
|
|
4.0
|
%
|
||||||||||
Net operating income
|
|
$
|
168.5
|
|
|
$
|
165.8
|
|
|
$
|
2.7
|
|
|
1.6
|
%
|
|
$
|
27.8
|
|
|
$
|
12.2
|
|
|
$
|
33.4
|
|
|
$
|
24.5
|
|
|
229.7
|
|
|
202.5
|
|
|
27.2
|
|
|
13.4
|
%
|
|||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(84.1
|
)
|
|
(83.8
|
)
|
|
(0.3
|
)
|
|
0.4
|
%
|
||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(94.8
|
)
|
|
(81.6
|
)
|
|
(13.2
|
)
|
|
16.2
|
%
|
||||||||||||||||||
Equity in net income (loss) from unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.6
|
|
|
(3.8
|
)
|
|
12.4
|
|
|
326.3
|
%
|
||||||||||||||||||
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.4
|
|
|
(3.6
|
)
|
|
5.0
|
|
|
138.9
|
%
|
||||||||||||||||||
Purchase price fair value adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71.4
|
|
|
(2.3
|
)
|
|
73.7
|
|
|
3,204.3
|
%
|
||||||||||||||||||
Loss on early extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
100.0
|
%
|
||||||||||||||||||
Income from continuing operation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131.2
|
|
|
27.4
|
|
|
103.8
|
|
|
378.8
|
%
|
||||||||||||||||||
Net income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
3.8
|
|
|
0.6
|
|
|
15.8
|
%
|
||||||||||||||||||
Gain on sale of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114.7
|
|
|
—
|
|
|
114.7
|
|
|
100.0
|
%
|
||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
250.3
|
|
|
$
|
31.2
|
|
|
$
|
219.1
|
|
|
702.2
|
%
|
(1)
|
Annual initial base rent.
|
(2)
|
Escalated rent is calculated as total annual income less electric charges.
|
(3)
|
Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
|
(4)
|
Average starting office rent excluding new tenants replacing vacancies was
$51.24
per rentable square feet for
151,354
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$54.18
per rentable square feet for
207,985
rentable square feet.
|
(5)
|
Average starting office rent excluding new tenants replacing vacancies was
$34.01
per rentable square feet for
26,201
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$33.96
per rentable square feet for
38,562
rentable square feet.
|
|
|
Same-Store
|
|
Acquisition
|
|
Other
|
|
Consolidated
|
||||||||||||||||||||||||||||||||||||||
(in millions)
|
|
2014
|
|
2013
|
|
$
Change
|
|
%
Change
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
$
Change
|
|
%
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Rental revenue
|
|
$
|
487.5
|
|
|
$
|
483.0
|
|
|
$
|
4.5
|
|
|
0.9
|
%
|
|
$
|
64.2
|
|
|
$
|
38.0
|
|
|
$
|
0.1
|
|
|
$
|
(2.4
|
)
|
|
$
|
551.8
|
|
|
$
|
518.6
|
|
|
$
|
33.2
|
|
|
6.4
|
%
|
Escalation and reimbursement
|
|
70.9
|
|
|
69.7
|
|
|
1.2
|
|
|
1.7
|
%
|
|
8.6
|
|
|
8.6
|
|
|
0.4
|
|
|
0.3
|
|
|
79.9
|
|
|
78.6
|
|
|
1.3
|
|
|
1.7
|
%
|
||||||||||
Investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
93.8
|
|
|
99.4
|
|
|
93.8
|
|
|
99.4
|
|
|
(5.6
|
)
|
|
(5.6
|
)%
|
||||||||||
Other income
|
|
2.0
|
|
|
3.4
|
|
|
(1.4
|
)
|
|
(41.2
|
)%
|
|
0.2
|
|
|
0.3
|
|
|
35.1
|
|
|
7.3
|
|
|
37.3
|
|
|
11.0
|
|
|
26.3
|
|
|
239.1
|
%
|
||||||||||
Total revenues
|
|
560.4
|
|
|
556.1
|
|
|
4.3
|
|
|
0.8
|
%
|
|
73.0
|
|
|
46.9
|
|
|
129.4
|
|
|
104.6
|
|
|
762.8
|
|
|
707.6
|
|
|
55.2
|
|
|
7.8
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property operating expenses
|
|
235.2
|
|
|
231.1
|
|
|
4.1
|
|
|
1.8
|
%
|
|
28.1
|
|
|
23.8
|
|
|
5.5
|
|
|
5.1
|
|
|
268.8
|
|
|
260.0
|
|
|
8.8
|
|
|
3.4
|
%
|
||||||||||
Transaction related costs, net of recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1.7
|
|
|
0.6
|
|
|
2.5
|
|
|
2.5
|
|
|
4.2
|
|
|
3.1
|
|
|
1.1
|
|
|
35.5
|
%
|
||||||||||
Marketing, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
47.1
|
|
|
42.6
|
|
|
47.1
|
|
|
42.6
|
|
|
4.5
|
|
|
10.6
|
%
|
||||||||||
Total expenses
|
|
235.2
|
|
|
231.1
|
|
|
4.1
|
|
|
1.8
|
%
|
|
29.8
|
|
|
24.4
|
|
|
55.1
|
|
|
50.2
|
|
|
320.1
|
|
|
305.7
|
|
|
14.4
|
|
|
4.7
|
%
|
||||||||||
Net operating income
|
|
$
|
325.2
|
|
|
$
|
325.0
|
|
|
$
|
0.2
|
|
|
0.1
|
%
|
|
$
|
43.2
|
|
|
$
|
22.5
|
|
|
$
|
74.3
|
|
|
$
|
54.4
|
|
|
442.7
|
|
|
401.9
|
|
|
40.8
|
|
|
10.2
|
%
|
|||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest expense, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(165.7
|
)
|
|
(166.5
|
)
|
|
0.8
|
|
|
(0.5
|
)%
|
||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(184.2
|
)
|
|
(160.2
|
)
|
|
(24.0
|
)
|
|
15.0
|
%
|
||||||||||||||||||
Equity in net income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.7
|
|
|
1.3
|
|
|
13.4
|
|
|
1,030.8
|
%
|
||||||||||||||||||
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106.1
|
|
|
(3.6
|
)
|
|
109.7
|
|
|
3,047.2
|
%
|
||||||||||||||||||
Purchase price fair value adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71.4
|
|
|
(2.3
|
)
|
|
73.7
|
|
|
3,204.3
|
%
|
||||||||||||||||||
Loss on sale of investment in marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(100.0
|
)%
|
||||||||||||||||||
Loss on early extinguishment of debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.0
|
)
|
|
(18.5
|
)
|
|
17.5
|
|
|
(94.6
|
)%
|
||||||||||||||||||
Income from continuing operation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
284.0
|
|
|
52.0
|
|
|
232.0
|
|
|
446.2
|
%
|
||||||||||||||||||
Net income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.2
|
|
|
8.5
|
|
|
(0.3
|
)
|
|
(3.5
|
)%
|
||||||||||||||||||
Gain on sale of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114.7
|
|
|
1.1
|
|
|
113.6
|
|
|
10,327.3
|
%
|
||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
406.9
|
|
|
$
|
61.6
|
|
|
$
|
345.3
|
|
|
560.6
|
%
|
|
Useable
SF
|
|
Rentable
SF
|
|
New
Cash
Rent (per
rentable
SF) (1)
|
|
Prev.
Escalated
Rent (per
rentable
SF) (2)
|
|
TI/LC
per
rentable
SF
|
|
Free
Rent (in
months)
|
|
Average
Lease
Term (in
years)
|
||||||||||
Manhattan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Vacancy at beginning of period
|
1,155,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sold vacancies
|
(3,653
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Properties under redevelopment
|
(61,123
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Properties out of redevelopment
|
155,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Space which became available during the period(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Office
|
531,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Retail
|
5,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Storage
|
1,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
538,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total space available
|
1,784,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Space leased during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Office(4)
|
531,671
|
|
|
596,472
|
|
|
$
|
55.78
|
|
|
$
|
54.62
|
|
|
$
|
60.67
|
|
|
4.6
|
|
|
9.8
|
|
• Retail
|
18,550
|
|
|
18,819
|
|
|
$
|
87.70
|
|
|
$
|
66.81
|
|
|
$
|
44.10
|
|
|
4.9
|
|
|
15.0
|
|
• Storage
|
47
|
|
|
97
|
|
|
$
|
25.00
|
|
|
$
|
28.26
|
|
|
$
|
4.94
|
|
|
—
|
|
|
5.1
|
|
Total space leased
|
550,268
|
|
|
615,388
|
|
|
$
|
56.75
|
|
|
$
|
54.81
|
|
|
$
|
60.16
|
|
|
4.6
|
|
|
10.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total available space at end of the period
|
1,234,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Early renewals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Office
|
193,970
|
|
|
211,111
|
|
|
$
|
63.18
|
|
|
$
|
53.08
|
|
|
$
|
13.28
|
|
|
1.4
|
|
|
5.0
|
|
• Retail
|
11,517
|
|
|
11,673
|
|
|
$
|
84.48
|
|
|
$
|
53.86
|
|
|
$
|
29.14
|
|
|
0.40
|
|
|
12.4
|
|
• Storage
|
1,569
|
|
|
1,539
|
|
|
$
|
31.78
|
|
|
$
|
26.61
|
|
|
$
|
0.99
|
|
|
—
|
|
|
4.6
|
|
Total early renewals
|
207,056
|
|
|
224,323
|
|
|
$
|
64.07
|
|
|
$
|
52.94
|
|
|
$
|
14.02
|
|
|
1.3
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total commenced leases, including replaced previous vacancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Office
|
|
|
|
807,583
|
|
|
$
|
57.71
|
|
|
$
|
54.06
|
|
|
$
|
48.28
|
|
|
3.7
|
|
|
8.6
|
|
• Retail
|
|
|
|
30,492
|
|
|
$
|
86.47
|
|
|
$
|
58.24
|
|
|
$
|
38.37
|
|
|
3.2
|
|
|
14.0
|
|
• Storage
|
|
|
|
1,636
|
|
|
$
|
31.37
|
|
|
$
|
26.71
|
|
|
$
|
1.22
|
|
|
—
|
|
|
4.6
|
|
Total commenced leases
|
|
|
|
839,711
|
|
|
$
|
58.71
|
|
|
$
|
54.11
|
|
|
$
|
47.83
|
|
|
3.7
|
|
|
8.8
|
|
(1)
|
Annual initial base rent.
|
(2)
|
Escalated rent is calculated as total annual income less electric charges.
|
(3)
|
Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
|
(4)
|
Average starting office rent excluding new tenants replacing vacancies was
$55.00
per rentable square feet for
365,338
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$58.00
per rentable square feet for
576,449
rentable square feet.
|
(5)
|
Average starting office rent excluding new tenants replacing vacancies was
$31.16
per rentable square feet for
94,388
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$31.78
per rentable square feet for
130,302
rentable square feet.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
$
Change
|
|
%
Change
|
|
2014
|
|
2013
|
|
$
Change
|
|
%
Change
|
||||||||||||||
Rental revenues, rent escalations, and reimbursement revenues
|
|
$
|
284.3
|
|
|
$
|
277.5
|
|
|
$
|
6.8
|
|
|
2.45
|
%
|
|
$
|
558.4
|
|
|
$
|
552.7
|
|
|
$
|
5.7
|
|
|
1.03
|
%
|
Other income
|
|
0.8
|
|
|
1.2
|
|
|
(0.4
|
)
|
|
(33.33
|
)%
|
|
2.0
|
|
|
3.4
|
|
|
(1.4
|
)
|
|
(41.18
|
)%
|
||||||
Total revenues
|
|
285.1
|
|
|
278.7
|
|
|
6.4
|
|
|
2.30
|
%
|
|
560.4
|
|
|
556.1
|
|
|
4.3
|
|
|
0.77
|
%
|
||||||
Property operating expenses
|
|
116.6
|
|
|
112.9
|
|
|
3.7
|
|
|
3.28
|
%
|
|
235.2
|
|
|
231.1
|
|
|
4.1
|
|
|
1.77
|
%
|
||||||
Operating income
|
|
168.5
|
|
|
165.8
|
|
|
2.7
|
|
|
1.63
|
%
|
|
325.2
|
|
|
325.0
|
|
|
0.2
|
|
|
0.06
|
%
|
||||||
Less: Non-building revenue
|
|
0.2
|
|
|
0.7
|
|
|
(0.5
|
)
|
|
(71.43
|
)%
|
|
0.4
|
|
|
1.5
|
|
|
(1.1
|
)
|
|
(73.33
|
)%
|
||||||
Same-Store NOI
|
|
$
|
168.3
|
|
|
$
|
165.1
|
|
|
$
|
3.2
|
|
|
1.94
|
%
|
|
$
|
324.8
|
|
|
$
|
323.5
|
|
|
$
|
1.3
|
|
|
0.40
|
%
|
(1)
|
Cash flow from operations;
|
(2)
|
Cash on hand;
|
(3)
|
Borrowings under our 2012 credit facility;
|
(4)
|
Other forms of secured or unsecured financing;
|
(5)
|
Net proceeds from divestitures of properties and redemptions, participations and dispositions of debt and preferred equity investments; and
|
(6)
|
Proceeds from common or preferred equity or debt offerings by the Company, the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities) or ROP.
|
|
Remaining 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
||||||||||||||
Property mortgages and other loans
(1)
|
$
|
169,413
|
|
|
$
|
277,017
|
|
|
$
|
570,257
|
|
|
$
|
1,147,642
|
|
|
$
|
64,462
|
|
|
$
|
3,901,635
|
|
|
$
|
6,130,426
|
|
Corporate obligations
|
75,898
|
|
|
7
|
|
|
255,308
|
|
|
355,008
|
|
|
250,000
|
|
|
1,333,000
|
|
|
2,269,221
|
|
|||||||
Joint venture debt-our share
|
27,651
|
|
|
44,260
|
|
|
561,736
|
|
|
442,584
|
|
|
28
|
|
|
353,580
|
|
|
1,429,839
|
|
|||||||
Total
|
$
|
272,962
|
|
|
$
|
321,284
|
|
|
$
|
1,387,301
|
|
|
$
|
1,945,234
|
|
|
$
|
314,490
|
|
|
$
|
5,588,215
|
|
|
$
|
9,829,486
|
|
(1)
|
Includes the mortgage at 2 Herald Center, which is included in liabilities related to assets held for sale.
|
|
Six Months Ended June 30,
|
||||||||||
|
2014
|
|
2013
|
|
Increase
(Decrease)
|
||||||
Net cash provided by operating activities
|
$
|
276,562
|
|
|
$
|
209,688
|
|
|
$
|
66,874
|
|
Net cash used in investing activities
|
$
|
(318,041
|
)
|
|
$
|
(42,722
|
)
|
|
$
|
(275,319
|
)
|
Net cash provided by (used in) financing activities
|
$
|
142,890
|
|
|
$
|
(157,981
|
)
|
|
$
|
300,871
|
|
Acquisitions of real estate
|
$
|
(156,080
|
)
|
Capital expenditures and capitalized interest
|
(72,718
|
)
|
|
Escrow cash-capital improvements/acquisition deposits
|
(37,833
|
)
|
|
Joint venture investments
|
(88,619
|
)
|
|
Distributions from joint ventures
|
146,582
|
|
|
Proceeds from sales of real estate/partial interest in property
|
252,224
|
|
|
Debt and preferred equity and other investments
|
(318,875
|
)
|
|
Increase in net cash used by investing activities
|
$
|
(275,319
|
)
|
Proceeds from our debt obligations
|
$
|
934,270
|
|
Repayments under our debt obligations
|
(778,216
|
)
|
|
Noncontrolling interests, contributions in excess of distributions
|
161
|
|
|
Other financing activities
|
(24,707
|
)
|
|
Redemption of preferred stock
|
192,500
|
|
|
Proceeds from issuance of common and preferred stock
|
272
|
|
|
Dividends and distributions paid
|
(23,409
|
)
|
|
Increase in net cash provided in financing activities
|
$
|
300,871
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Debt Summary:
|
|
|
|
||||
Balance
|
|
|
|
||||
Fixed rate
(1)
|
$
|
5,554,152
|
|
|
$
|
5,561,749
|
|
Variable rate—hedged
|
542,128
|
|
|
38,211
|
|
||
Total fixed rate
|
6,096,280
|
|
|
5,599,960
|
|
||
Variable rate
|
1,538,297
|
|
|
774,301
|
|
||
Variable rate—supporting variable rate assets
|
723,055
|
|
|
545,647
|
|
||
Total variable rate
|
2,261,352
|
|
|
1,319,948
|
|
||
Total
|
$
|
8,357,632
|
|
|
$
|
6,919,908
|
|
Percent of Total Debt
:
|
|
|
|
||||
Total fixed rate
|
72.9
|
%
|
|
80.9
|
%
|
||
Variable rate
|
27.1
|
%
|
|
19.1
|
%
|
||
Total
|
100.0
|
%
|
|
100.0
|
%
|
||
Effective Interest Rate for the Period:
|
|
|
|
||||
Fixed rate
|
5.22
|
%
|
|
5.33
|
%
|
||
Variable rate
|
2.01
|
%
|
|
2.39
|
%
|
||
Effective interest rate
|
4.49
|
%
|
|
4.81
|
%
|
(1)
|
Includes the mortgage at 2 Herald Center, which is included in liabilities related to assets held for sale.
|
Issuance
|
|
June 30, 2014 Unpaid Principal Balance
|
|
June 30, 2014 Accreted Balance
|
|
December 31, 2013 Accreted Balance
|
|
Coupon
Rate(1)
|
|
Effective
Rate
|
|
Term
(in Years)
|
|
Maturity Date
|
||||||||
August 13, 2004
(2)
|
|
$
|
75,898
|
|
|
$
|
75,898
|
|
|
$
|
75,898
|
|
|
5.88
|
%
|
|
5.88
|
%
|
|
10
|
|
August 15, 2014
|
March 31, 2006
(2)
|
|
255,308
|
|
|
255,227
|
|
|
255,206
|
|
|
6.00
|
%
|
|
6.00
|
%
|
|
10
|
|
March 31, 2016
|
|||
October 12, 2010
(3)
|
|
345,000
|
|
|
303,354
|
|
|
297,837
|
|
|
3.00
|
%
|
|
3.00
|
%
|
|
7
|
|
October 15, 2017
|
|||
August 5, 2011
(4)
|
|
250,000
|
|
|
249,712
|
|
|
249,681
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
7
|
|
August 15, 2018
|
|||
March 16, 2010
(4)
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
7.75
|
%
|
|
7.75
|
%
|
|
10
|
|
March 15, 2020
|
|||
November 15, 2012
(4)
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
10
|
|
December 1, 2022
|
|||
June 27, 2005
(2)(5)
|
|
7
|
|
|
7
|
|
|
7
|
|
|
4.00
|
%
|
|
4.00
|
%
|
|
20
|
|
June 15, 2025
|
|||
March 26, 2007
(6)
|
|
10,008
|
|
|
10,008
|
|
|
10,701
|
|
|
3.00
|
%
|
|
3.00
|
%
|
|
20
|
|
March 30, 2027
|
|||
|
|
$
|
1,386,221
|
|
|
$
|
1,344,206
|
|
|
$
|
1,339,330
|
|
|
|
|
|
|
|
|
|
(1)
|
Interest on the senior unsecured notes is payable semi-annually with principal and unpaid interest due on the scheduled maturity dates.
|
(2)
|
Issued by ROP.
|
(3)
|
Issued by the Operating Partnership. Interest on these exchangeable notes is payable semi-annually on April 15 and October 15. The notes had an initial exchange rate representing an exchange price that was set at a
30.0%
premium to the last reported sale price of the SL Green's common stock on October 6, 2010, or
$85.81
. The initial exchange rate is subject to adjustment under certain circumstances. The current exchange rate is
11.7153
shares of SL Green's common stock per $1,000 principal amount of these notes. The notes are senior unsecured obligations of the Operating Partnership and are exchangeable upon the occurrence of specified events and during the period beginning on the twenty-second scheduled trading day prior to the maturity date and ending on the second business day prior to the maturity date, into cash or a combination of cash and shares of SL Green's common stock, if any, at our option. The notes are guaranteed by ROP. On the issuance date,
$78.3 million
of the debt balance was recorded in equity. As of
June 30, 2014
,
$41.6 million
remained to be amortized into the debt balance.
|
(4)
|
Issued by the Company, the Operating Partnership and ROP, as co-obligors.
|
(5)
|
Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to ROP, at the option of the holder at par plus accrued and unpaid interest, on June 15, 2015 and 2020 and upon the occurrence of certain change of control transactions. As a result of the acquisition of all outstanding shares of common stock of Reckson, or the Reckson Merger, the adjusted exchange rate for the debentures is
7.7461
shares of SL Green's common stock per
$1,000
of principal amount of debentures and the adjusted reference dividend for the debentures is
$1.3491
.
|
(6)
|
Issued by the Operating Partnership. Interest on these remaining exchangeable notes is payable semi-annually on March 30 and September 30. The notes have an initial exchange rate representing an exchange price that was set at a 25.0% premium to the last reported sale price of the Company's common
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income attributable to SL Green common stockholders
|
|
$
|
235,541
|
|
|
$
|
8,276
|
|
|
$
|
381,631
|
|
|
$
|
27,185
|
|
Add:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
94,838
|
|
|
81,577
|
|
|
184,217
|
|
|
160,200
|
|
||||
Discontinued operations depreciation adjustments
|
|
—
|
|
|
2,060
|
|
|
433
|
|
|
4,126
|
|
||||
Unconsolidated joint ventures depreciation and noncontrolling interest adjustments
|
|
8,161
|
|
|
17,620
|
|
|
21,148
|
|
|
25,148
|
|
||||
Net income attributable to noncontrolling interests
|
|
10,488
|
|
|
3,248
|
|
|
16,707
|
|
|
6,704
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of discontinued operations
|
|
114,735
|
|
|
—
|
|
|
114,735
|
|
|
1,113
|
|
||||
Equity in net gain (loss) on sale of joint venture property/interest
|
|
1,444
|
|
|
(3,583
|
)
|
|
106,084
|
|
|
(3,583
|
)
|
||||
Purchase price fair value adjustment
|
|
71,446
|
|
|
(2,305
|
)
|
|
71,446
|
|
|
(2,305
|
)
|
||||
Depreciable real estate reserves, net of recoveries
|
|
—
|
|
|
(2,150
|
)
|
|
—
|
|
|
(2,150
|
)
|
||||
Depreciation and amortization on non-rental real estate assets
|
|
503
|
|
|
343
|
|
|
1,017
|
|
|
588
|
|
||||
Funds from Operations
|
|
$
|
160,900
|
|
|
$
|
120,476
|
|
|
$
|
310,854
|
|
|
$
|
229,700
|
|
Cash flows provided by operating activities
|
|
$
|
188,414
|
|
|
$
|
120,132
|
|
|
$
|
276,562
|
|
|
$
|
209,688
|
|
Cash flows (used in) provided by investing activities
|
|
$
|
(246,240
|
)
|
|
$
|
126,354
|
|
|
$
|
(318,041
|
)
|
|
$
|
(42,722
|
)
|
Cash flows (used in) provided by financing activities
|
|
$
|
(81,233
|
)
|
|
$
|
(267,621
|
)
|
|
$
|
142,890
|
|
|
$
|
(157,981
|
)
|
•
|
the effect of general economic, business and financial conditions, and their effect on the New York metropolitan real estate market in particular;
|
•
|
dependence upon certain geographic markets;
|
•
|
risks of real estate acquisitions, dispositions and developments, including the cost of construction delays and cost overruns;
|
•
|
risks relating to debt and preferred equity investments;
|
•
|
availability and creditworthiness of prospective tenants and borrowers;
|
•
|
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;
|
•
|
adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;
|
•
|
availability of capital (debt and equity);
|
•
|
unanticipated increases in financing and other costs, including a rise in interest rates;
|
•
|
our ability to comply with financial covenants in our debt instruments;
|
•
|
our ability to maintain its status as a REIT;
|
•
|
risks of investing through joint venture structures, including the fulfillment by our partners of their financial obligations;
|
•
|
the continuing threat of terrorist attacks, in particular in the New York Metropolitan area and on our tenants;
|
•
|
our ability to obtain adequate insurance coverage at a reasonable cost and the potential for losses in excess of our insurance coverage, including as a result of environmental contamination; and,
|
•
|
legislative, regulatory and/or safety requirements adversely affecting REITs and the real estate business including costs of compliance with the Americans with Disabilities Act, the Fair Housing Act and other similar laws and regulations.
|
3.1
|
|
Articles of Restatement of the Operating Partnership, dated June 11, 2014, filed herewith.
|
3.2
|
|
Third Amended and Restated Bylaws of the Company, dated June 11, 2014, filed herewith.
|
3.3
|
|
Thirteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 2, 2014, incorporated by reference to the Company's Form 8-K, dated April 4, 2014, filed with the SEC on April 4, 2014.
|
3.4
|
|
Fourteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 1, 2014, incorporated by reference to the Company's Form 8-K, dated July 2, 2014, filed with the SEC on July 2, 2014.
|
3.5
|
|
Fifteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 1, 2014, incorporated by reference to the Company's Form 8-K, dated July 2, 2014, filed with the SEC on July 2, 2014.
|
31.1
|
|
Certification by the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
31.2
|
|
Certification by the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
31.3
|
|
Certification by the Chief Executive Officer of the Company, the sole general partner of the Operating Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
31.4
|
|
Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
32.1
|
|
Certification by the Chief Executive Officer of the Company pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
32.2
|
|
Certification by the Chief Financial Officer of the Company pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
32.3
|
|
Certification by the Chief Executive Officer of the Company, the sole general partner of the Operating Partnership, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
32.4
|
|
Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
101.1
|
|
The following financial statements from SL Green Realty Corp. and SL Green Operating Partnership L.P.’s Quarterly Report on Form 10-Q for the three months ended June 30, 2014, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Equity (unaudited), (v) Consolidated Statement of Capital (unaudited) (vi) Consolidated Statements of Cash Flows (unaudited), and (vii) Notes to Consolidated Financial Statements (unaudited), detail tagged and filed herewith.
|
|
|
|
|
|
|
|
SL GREEN REALTY CORP.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ James Mead
|
Date: August 11, 2014
|
|
|
|
James Mead
Chief Financial Officer
|
|
|
|
|
|
|
|
SL GREEN OPERATING PARTNERSHIP, L.P.
|
||
|
|
By:
|
|
SL Green Realty Corp.
|
|
|
|
|
|
|
|
|
|
/s/ James Mead
|
Date: August 11, 2014
|
|
By:
|
|
James Mead
Chief Financial Officer
|
Name
|
|
Class
|
Stephen L. Green
|
|
III
|
Marc Holliday
|
|
II
|
Edwin T. Burton, III
|
|
I
|
John S. Levy
|
|
II
|
John H. Alschuler, Jr.
|
|
III
|
Name:
|
Andrew S. Levine Name: Marc Holliday
|
PREFERRED STOCK
|
|
PREFERRED STOCK
|
$.01 Par Value
|
|
CUSIP__________
SEE REVERSE FOR
CERTAIN DEFINITIONS,
IMPORTANT NOTICE ON
TRANSFER RESTRICTIONS
AND OTHER INFORMATION
|
Secretary
|
|
President
|
TEN COM
|
|
-as tenants in common
|
|
UNIF GIFT MIN ACT-
|
|
Custodian
|
TEN ENT
|
|
-as tenants by the entireties
|
|
|
|
(Cust) (Minor)
|
JT TEN
|
|
-as joint tenants with right of survivorship and not as tenants in common
|
|
|
|
under Uniform Gifts Minors
Act of |
|
|
|
|
|
|
(State)
|
Additional abbreviations may also be used though not in the above list.
|
|
||
FOR VALUE RECEIVED, HEREBY SELL, ASSIGN AND TRANSFER UNTO
|
|
||
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE |
|
||
(Please Print or Typewrite Name and Address Including Zip Code, of Assignee)
|
|||
SHARES OF CAPITAL STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ATTORNEY
|
|||
|
|
||
TO TRANSFER THE SAID SHARES OF CAPITAL STOCK ON THE BOOKS OF THE CORPORATION WITH POWER OF SUBSTITUTION IN THE PREMISES.
|
|||
|
|
|
|
Dated
|
|
|
|
NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or Any Change Whatever.
|
Signature Guaranteed By:
|
|
Signature(s) |
1.
|
I have reviewed this quarterly report on Form 10-Q of SL Green Realty Corp. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 11, 2014
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/s/ Marc Holliday
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Name:
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Mark Holliday
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Title:
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of SL Green Realty Corp. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 11, 2014
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/s/ James Mead
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Name:
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James Mead
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Title:
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Chief Financial Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of SL Green Operating Partnership, L.P. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 11, 2014
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/s/ Marc Holliday
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Name:
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Mark Holliday
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Title:
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Chief Executive Officer
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of SL Green Realty Corp., the
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|
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general partner of the registrant
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1.
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I have reviewed this quarterly report on Form 10-Q of SL Green Operating Partnership, L.P. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 11, 2014
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/s/ James Mead
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Name:
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James Mead
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Title:
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Chief Financial Officer
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of SL Green Realty Corp., the
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general partner of the registrant
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Marc Holliday
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Name:
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Marc Holliday
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Title:
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Chief Executive Officer
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Date: August 11, 2014
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ James Mead
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Name:
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James Mead
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Title:
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Chief Financial Officer
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Date: August 11, 2014
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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/s/ Marc Holliday
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Name:
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Marc Holliday
|
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Title:
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Chief Executive Officer
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|
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of SL Green Realty Corp., the
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|
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general partner of the Operating Partnership
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Date: August 11, 2014
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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/s/ James Mead
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Name:
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James Mead
|
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Title:
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Chief Financial Officer
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|
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of SL Green Realty Corp., the
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|
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general partner of the Operating Partnership
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Date: August 11, 2014
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