|
SL Green Realty Corp.
|
Maryland
|
13-3956755
|
SL Green Operating Partnership, L.P.
|
Delaware
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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;
|
•
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the following notes to the consolidated financial statements:
|
◦
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Note 11, Noncontrolling Interests on the Company’s Consolidated Financial Statements;
|
◦
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Note 12, Stockholders' Equity of the Company;
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◦
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Note 13, Partners' Capital of the Operating Partnership;
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PART I. FINANCIAL INFORMATION
|
|
|
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FINANCIAL STATEMENTS OF SL GREEN REALTY CORP.
|
|
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Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015
|
|
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Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)
|
|
|
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 (unaudited)
|
|
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Consolidated Statement of Equity for the nine months ended September 30, 2016 (unaudited)
|
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Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)
|
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FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P.
|
|
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Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015
|
|
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Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)
|
|
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Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015 (unaudited)
|
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Consolidated Statement of Capital for the nine months ended September 30, 2016 (unaudited)
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|
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Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)
|
|
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||
PART II.
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OTHER INFORMATION
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Commercial real estate properties, at cost:
|
|
|
|
||||
Land and land interests
|
$
|
3,347,482
|
|
|
$
|
4,779,159
|
|
Building and improvements
|
7,777,647
|
|
|
10,423,739
|
|
||
Building leasehold and improvements
|
1,436,287
|
|
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1,431,259
|
|
||
Properties under capital lease
|
47,445
|
|
|
47,445
|
|
||
|
12,608,861
|
|
|
16,681,602
|
|
||
Less: accumulated depreciation
|
(2,190,142
|
)
|
|
(2,060,706
|
)
|
||
|
10,418,719
|
|
|
14,620,896
|
|
||
Assets held for sale
|
117,159
|
|
|
34,981
|
|
||
Cash and cash equivalents
|
405,896
|
|
|
255,399
|
|
||
Restricted cash
|
100,195
|
|
|
233,578
|
|
||
Investments in marketable securities
|
60,352
|
|
|
45,138
|
|
||
Tenant and other receivables, net of allowance of $18,278 and $17,618 in 2016 and 2015, respectively
|
55,976
|
|
|
63,491
|
|
||
Related party receivables
|
14,840
|
|
|
10,650
|
|
||
Deferred rents receivable, net of allowance of $24,922 and $21,730 in 2016 and 2015, respectively
|
430,642
|
|
|
498,776
|
|
||
Debt and preferred equity investments, net of discounts and deferred origination fees of $14,630 and $18,759 in 2016 and 2015, respectively
|
1,453,234
|
|
|
1,670,020
|
|
||
Investments in unconsolidated joint ventures
|
1,860,912
|
|
|
1,203,858
|
|
||
Deferred costs, net
|
252,179
|
|
|
239,920
|
|
||
Other assets
|
620,838
|
|
|
850,939
|
|
||
Total assets
|
$
|
15,790,942
|
|
|
$
|
19,727,646
|
|
Liabilities
|
|
|
|
||||
Mortgages and other loans payable, net
|
$
|
3,954,155
|
|
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$
|
6,881,920
|
|
Revolving credit facility, net
|
—
|
|
|
985,055
|
|
||
Term loan and senior unsecured notes, net
|
2,303,657
|
|
|
2,308,478
|
|
||
Accrued interest payable
|
30,734
|
|
|
42,406
|
|
||
Other liabilities
|
211,513
|
|
|
168,477
|
|
||
Accounts payable and accrued expenses
|
178,946
|
|
|
196,213
|
|
||
Deferred revenue
|
237,548
|
|
|
399,102
|
|
||
Capital lease obligations
|
41,951
|
|
|
41,360
|
|
||
Deferred land leases payable
|
2,419
|
|
|
1,783
|
|
||
Dividend and distributions payable
|
81,392
|
|
|
79,790
|
|
||
Security deposits
|
67,709
|
|
|
68,023
|
|
||
Liabilities related to assets held for sale
|
65,520
|
|
|
29,000
|
|
||
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities
|
100,000
|
|
|
100,000
|
|
||
Total liabilities
|
7,275,544
|
|
|
11,301,607
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(unaudited)
|
|
|
||||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Noncontrolling interests in Operating Partnership
|
490,440
|
|
|
424,206
|
|
||
Preferred units
|
302,310
|
|
|
282,516
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
||||
SL Green stockholders' equity:
|
|
|
|
||||
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2016 and December 31, 2015
|
221,932
|
|
|
221,932
|
|
||
Common stock, $0.01 par value, 160,000 shares authorized and 101,319 and 100,063 issued and outstanding at September 30, 2016 and December 31, 2015, respectively (including 1,055 and 87 shares held in treasury at September 30, 2016 and December 31, 2015, respectively)
|
1,013
|
|
|
1,001
|
|
||
Additional paid-in-capital
|
5,596,026
|
|
|
5,439,735
|
|
||
Treasury stock at cost
|
(124,049
|
)
|
|
(10,000
|
)
|
||
Accumulated other comprehensive loss
|
(14,074
|
)
|
|
(8,749
|
)
|
||
Retained earnings
|
1,612,707
|
|
|
1,643,546
|
|
||
Total SL Green stockholders' equity
|
7,293,555
|
|
|
7,287,465
|
|
||
Noncontrolling interests in other partnerships
|
429,093
|
|
|
431,852
|
|
||
Total equity
|
7,722,648
|
|
|
7,719,317
|
|
||
Total liabilities and equity
|
$
|
15,790,942
|
|
|
$
|
19,727,646
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Rental revenue, net
|
|
$
|
281,482
|
|
|
$
|
318,465
|
|
|
$
|
1,043,898
|
|
|
$
|
926,020
|
|
Escalation and reimbursement
|
|
53,130
|
|
|
48,254
|
|
|
147,357
|
|
|
130,630
|
|
||||
Investment income
|
|
75,396
|
|
|
49,328
|
|
|
174,347
|
|
|
136,588
|
|
||||
Other income
|
|
6,673
|
|
|
16,019
|
|
|
124,137
|
|
|
44,201
|
|
||||
Total revenues
|
|
416,681
|
|
|
432,066
|
|
|
1,489,739
|
|
|
1,237,439
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses, including $5,042 and $15,171 in 2016 and $5,238 and $13,415 in 2015 of related party expenses
|
|
79,425
|
|
|
78,648
|
|
|
234,269
|
|
|
225,539
|
|
||||
Real estate taxes
|
|
64,133
|
|
|
61,009
|
|
|
187,931
|
|
|
173,018
|
|
||||
Ground rent
|
|
8,338
|
|
|
8,252
|
|
|
24,953
|
|
|
24,526
|
|
||||
Interest expense, net of interest income
|
|
72,565
|
|
|
84,141
|
|
|
256,326
|
|
|
235,694
|
|
||||
Amortization of deferred financing costs
|
|
4,815
|
|
|
7,160
|
|
|
20,180
|
|
|
19,727
|
|
||||
Depreciation and amortization
|
|
112,665
|
|
|
146,185
|
|
|
717,015
|
|
|
454,087
|
|
||||
Transaction related costs
|
|
2,593
|
|
|
5,829
|
|
|
5,987
|
|
|
10,039
|
|
||||
Marketing, general and administrative
|
|
25,458
|
|
|
23,475
|
|
|
73,974
|
|
|
72,139
|
|
||||
Total expenses
|
|
369,992
|
|
|
414,699
|
|
|
1,520,635
|
|
|
1,214,769
|
|
||||
Income (loss) from continuing operations before equity in net (loss) income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain on sale of real estate, net, depreciable real estate reserves, loss on sale of investment in marketable securities and loss on early extinguishment of debt
|
|
46,689
|
|
|
17,367
|
|
|
(30,896
|
)
|
|
22,670
|
|
||||
Equity in net (loss) income from unconsolidated joint ventures
|
|
(3,968
|
)
|
|
3,627
|
|
|
11,969
|
|
|
10,651
|
|
||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
225
|
|
|
15,281
|
|
|
43,588
|
|
|
16,050
|
|
||||
Gain on sale of real estate, net
|
|
397
|
|
|
159,704
|
|
|
210,750
|
|
|
159,704
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(19,226
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
||||
Loss on sale of investment in marketable securities
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||
Income from continuing operations
|
|
43,343
|
|
|
176,753
|
|
|
224,941
|
|
|
189,800
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,983
|
|
||||
Net income
|
|
43,343
|
|
|
176,753
|
|
|
224,941
|
|
|
203,210
|
|
||||
Net income attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
||||||
Noncontrolling interests in the Operating Partnership
|
|
(1,663
|
)
|
|
(6,467
|
)
|
|
(8,171
|
)
|
|
(6,634
|
)
|
||||
Noncontrolling interests in other partnerships
|
|
(836
|
)
|
|
(665
|
)
|
|
(6,245
|
)
|
|
(13,217
|
)
|
||||
Preferred units distributions
|
|
(2,854
|
)
|
|
(2,225
|
)
|
|
(8,382
|
)
|
|
(4,316
|
)
|
||||
Net income attributable to SL Green
|
|
37,990
|
|
|
167,396
|
|
|
202,143
|
|
|
179,043
|
|
||||
Perpetual preferred stock dividends
|
|
(3,738
|
)
|
|
(3,738
|
)
|
|
(11,213
|
)
|
|
(11,214
|
)
|
||||
Net income attributable to SL Green common stockholders
|
|
$
|
34,252
|
|
|
$
|
163,658
|
|
|
$
|
190,930
|
|
|
$
|
167,829
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Amounts attributable to SL Green common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before depreciable real estate reserves, gains on sale and discontinued operations
|
|
$
|
33,657
|
|
|
$
|
13,768
|
|
|
$
|
(43,041
|
)
|
|
$
|
4,357
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
215
|
|
|
14,705
|
|
|
41,805
|
|
|
15,439
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
411
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,489
|
|
||||
Gain on sale of real estate
|
|
380
|
|
|
153,687
|
|
|
202,128
|
|
|
153,628
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(18,502
|
)
|
|
(9,962
|
)
|
|
(18,495
|
)
|
||||
Net income attributable to SL Green common stockholders
|
|
$
|
34,252
|
|
|
$
|
163,658
|
|
|
$
|
190,930
|
|
|
$
|
167,829
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before depreciable real estate reserves, gains on sale and discontinued operations
|
|
$
|
0.34
|
|
|
$
|
0.14
|
|
|
$
|
(0.43
|
)
|
|
$
|
0.04
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
—
|
|
|
0.15
|
|
|
0.42
|
|
|
0.16
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.13
|
|
||||
Gain on sale of real estate
|
|
—
|
|
|
1.54
|
|
|
2.02
|
|
|
1.55
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(0.19
|
)
|
|
(0.10
|
)
|
|
(0.19
|
)
|
||||
Net income attributable to SL Green common stockholders
|
|
$
|
0.34
|
|
|
$
|
1.64
|
|
|
$
|
1.91
|
|
|
$
|
1.69
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before depreciable real estate reserves, gains on sale and discontinued operations
|
|
$
|
0.34
|
|
|
$
|
0.14
|
|
|
$
|
(0.43
|
)
|
|
$
|
0.04
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
—
|
|
|
0.15
|
|
|
0.42
|
|
|
0.16
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.13
|
|
||||
Gain on sale of real estate
|
|
—
|
|
|
1.54
|
|
|
2.01
|
|
|
1.54
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(0.19
|
)
|
|
(0.10
|
)
|
|
(0.19
|
)
|
||||
Net income attributable to SL Green common stockholders
|
|
$
|
0.34
|
|
|
$
|
1.64
|
|
|
$
|
1.90
|
|
|
$
|
1.68
|
|
Dividends per share
|
|
$
|
0.72
|
|
|
$
|
0.60
|
|
|
$
|
2.16
|
|
|
$
|
1.80
|
|
Basic weighted average common shares outstanding
|
|
100,233
|
|
|
99,621
|
|
|
100,140
|
|
|
99,205
|
|
||||
Diluted weighted average common shares and common share equivalents outstanding
|
|
105,143
|
|
|
103,929
|
|
|
104,761
|
|
|
103,609
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
|
$
|
43,343
|
|
|
$
|
176,753
|
|
|
$
|
224,941
|
|
|
$
|
203,210
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Change in net unrealized gain (loss) on derivative instruments, including SL Green's share of joint venture net unrealized gain (loss) on derivative instruments
|
|
2,632
|
|
|
(5,423
|
)
|
|
(4,682
|
)
|
|
(8,853
|
)
|
||||
Change in unrealized (loss) gain on marketable securities
|
|
(30
|
)
|
|
317
|
|
|
(900
|
)
|
|
(337
|
)
|
||||
Other comprehensive income (loss)
|
|
2,602
|
|
|
(5,106
|
)
|
|
(5,582
|
)
|
|
(9,190
|
)
|
||||
Comprehensive income
|
|
45,945
|
|
|
171,647
|
|
|
219,359
|
|
|
194,020
|
|
||||
Net income attributable to noncontrolling interests and preferred units distributions
|
|
(5,353
|
)
|
|
(9,357
|
)
|
|
(22,798
|
)
|
|
(24,167
|
)
|
||||
Other comprehensive (loss) income attributable to noncontrolling interests
|
|
(118
|
)
|
|
191
|
|
|
257
|
|
|
349
|
|
||||
Comprehensive income attributable to SL Green
|
|
$
|
40,474
|
|
|
$
|
162,481
|
|
|
$
|
196,818
|
|
|
$
|
170,202
|
|
|
SL Green Realty Corp. Stockholders
|
|
|
||||||||||||||||||||||||||||||||
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Series I
Preferred
Stock
|
|
Shares
|
|
Par
Value
|
|
Additional
Paid-
In-Capital
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Total
|
|||||||||||||||||
Balance at December 31, 2015
|
|
$
|
221,932
|
|
|
99,976
|
|
|
$
|
1,001
|
|
|
$
|
5,439,735
|
|
|
$
|
(10,000
|
)
|
|
$
|
(8,749
|
)
|
|
$
|
1,643,546
|
|
|
$
|
431,852
|
|
|
$
|
7,719,317
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
202,143
|
|
|
6,245
|
|
|
208,388
|
|
||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(5,325
|
)
|
|
|
|
|
|
(5,325
|
)
|
|||||||||||||||
Preferred dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,213
|
)
|
|
|
|
(11,213
|
)
|
|||||||||||||||
DRSPP proceeds
|
|
|
|
1
|
|
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
146
|
|
||||||||||||||
Conversion of units of the Operating Partnership to common stock
|
|
|
|
118
|
|
|
1
|
|
|
12,745
|
|
|
|
|
|
|
|
|
|
|
12,746
|
|
|||||||||||||
Reallocation of noncontrolling interest in the Operating Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,959
|
)
|
|
|
|
(4,959
|
)
|
|||||||||||||||
Deferred compensation plan and stock award, net
|
|
|
|
12
|
|
|
|
|
(2,086
|
)
|
|
|
|
|
|
|
|
|
|
(2,086
|
)
|
||||||||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
|
|
19,230
|
|
|
|
|
|
|
|
|
|
|
19,230
|
|
|||||||||||||||
Issuance of common stock
|
|
|
|
|
|
10
|
|
|
113,999
|
|
|
(114,049
|
)
|
|
|
|
|
|
|
|
(40
|
)
|
|||||||||||||
Proceeds from stock options exercised
|
|
|
|
157
|
|
|
1
|
|
|
12,257
|
|
|
|
|
|
|
|
|
|
|
12,258
|
|
|||||||||||||
Contributions to consolidated joint venture interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,019
|
|
|
2,019
|
|
|||||||||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,023
|
)
|
|
(11,023
|
)
|
|||||||||||||||
Cash distributions declared ($2.16 per common share, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(216,810
|
)
|
|
|
|
(216,810
|
)
|
|||||||||||||||
Balance at September 30, 2016
|
|
$
|
221,932
|
|
|
100,264
|
|
|
$
|
1,013
|
|
|
$
|
5,596,026
|
|
|
$
|
(124,049
|
)
|
|
$
|
(14,074
|
)
|
|
$
|
1,612,707
|
|
|
$
|
429,093
|
|
|
$
|
7,722,648
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
224,941
|
|
|
$
|
203,210
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
737,195
|
|
|
473,817
|
|
||
Equity in net income from unconsolidated joint ventures
|
(11,969
|
)
|
|
(10,651
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
19,311
|
|
|
33,141
|
|
||
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate
|
(43,588
|
)
|
|
(16,050
|
)
|
||
Depreciable real estate reserves
|
10,387
|
|
|
19,226
|
|
||
Gain on sale of real estate
|
(210,750
|
)
|
|
(159,704
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
(12,983
|
)
|
||
Loss on sale of investments in marketable securities
|
83
|
|
|
—
|
|
||
Loss on early extinguishment of debt
|
—
|
|
|
49
|
|
||
Deferred rents receivable
|
40,056
|
|
|
(99,015
|
)
|
||
Other non-cash adjustments
(1)
|
(155,558
|
)
|
|
(16,140
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash—operations
|
(12,855
|
)
|
|
(23,437
|
)
|
||
Tenant and other receivables
|
2,714
|
|
|
(8,498
|
)
|
||
Related party receivables
|
(4,167
|
)
|
|
646
|
|
||
Deferred lease costs
|
(47,036
|
)
|
|
(46,673
|
)
|
||
Other assets
|
(30,899
|
)
|
|
(43,736
|
)
|
||
Accounts payable, accrued expenses and other liabilities and security deposits
|
(28,089
|
)
|
|
6,119
|
|
||
Deferred revenue and land leases payable
|
19,016
|
|
|
23,678
|
|
||
Net cash provided by operating activities
|
508,792
|
|
|
322,999
|
|
||
Investing Activities
|
|
|
|
||||
Acquisitions of real estate property
|
(38,005
|
)
|
|
(2,574,687
|
)
|
||
Additions to land, buildings and improvements
|
(269,182
|
)
|
|
(219,760
|
)
|
||
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price
|
85,983
|
|
|
(117,026
|
)
|
||
Investments in unconsolidated joint ventures
|
(69,422
|
)
|
|
(127,783
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
171,472
|
|
|
89,059
|
|
||
Net proceeds from disposition of real estate/joint venture interest
|
2,419,841
|
|
|
1,072,175
|
|
||
Proceeds from sale of marketable securities
|
6,868
|
|
|
432
|
|
||
Purchases of marketable securities
|
(23,062
|
)
|
|
(7,769
|
)
|
||
Other investments
|
8,232
|
|
|
(11,894
|
)
|
||
Origination of debt and preferred equity investments
|
(554,803
|
)
|
|
(461,257
|
)
|
||
Repayments or redemption of debt and preferred equity investments
|
667,251
|
|
|
372,084
|
|
||
Net cash provided by (used in) investing activities
|
2,405,173
|
|
|
(1,986,426
|
)
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Commercial real estate properties, at cost:
|
|
|
|
|
||||
Land and land interests
|
|
$
|
3,347,482
|
|
|
$
|
4,779,159
|
|
Building and improvements
|
|
7,777,647
|
|
|
10,423,739
|
|
||
Building leasehold and improvements
|
|
1,436,287
|
|
|
1,431,259
|
|
||
Property under capital lease
|
|
47,445
|
|
|
47,445
|
|
||
|
|
12,608,861
|
|
|
16,681,602
|
|
||
Less: accumulated depreciation
|
|
(2,190,142
|
)
|
|
(2,060,706
|
)
|
||
|
|
10,418,719
|
|
|
14,620,896
|
|
||
Assets held for sale
|
|
117,159
|
|
|
34,981
|
|
||
Cash and cash equivalents
|
|
405,896
|
|
|
255,399
|
|
||
Restricted cash
|
|
100,195
|
|
|
233,578
|
|
||
Investments in marketable securities
|
|
60,352
|
|
|
45,138
|
|
||
Tenant and other receivables, net of allowance of $18,278 and $17,618 in 2016 and 2015, respectively
|
|
55,976
|
|
|
63,491
|
|
||
Related party receivables
|
|
14,840
|
|
|
10,650
|
|
||
Deferred rents receivable, net of allowance of $24,922 and $21,730 in 2016 and 2015, respectively
|
|
430,642
|
|
|
498,776
|
|
||
Debt and preferred equity investments, net of discounts and deferred origination fees of $14,630 and $18,759 in 2016 and 2015, respectively
|
|
1,453,234
|
|
|
1,670,020
|
|
||
Investments in unconsolidated joint ventures
|
|
1,860,912
|
|
|
1,203,858
|
|
||
Deferred costs, net
|
|
252,179
|
|
|
239,920
|
|
||
Other assets
|
|
620,838
|
|
|
850,939
|
|
||
Total assets
|
|
$
|
15,790,942
|
|
|
$
|
19,727,646
|
|
Liabilities
|
|
|
|
|
||||
Mortgages and other loans payable, net
|
|
$
|
3,954,155
|
|
|
$
|
6,881,920
|
|
Revolving credit facility, net
|
|
—
|
|
|
985,055
|
|
||
Term loan and senior unsecured notes, net
|
|
2,303,657
|
|
|
2,308,478
|
|
||
Accrued interest payable
|
|
30,734
|
|
|
42,406
|
|
||
Other liabilities
|
|
211,513
|
|
|
168,477
|
|
||
Accounts payable and accrued expenses
|
|
178,946
|
|
|
196,213
|
|
||
Deferred revenue
|
|
237,548
|
|
|
399,102
|
|
||
Capital lease obligations
|
|
41,951
|
|
|
41,360
|
|
||
Deferred land leases payable
|
|
2,419
|
|
|
1,783
|
|
||
Dividend and distributions payable
|
|
81,392
|
|
|
79,790
|
|
||
Security deposits
|
|
67,709
|
|
|
68,023
|
|
||
Liabilities related to assets held for sale
|
|
65,520
|
|
|
29,000
|
|
||
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities
|
|
100,000
|
|
|
100,000
|
|
||
Total liabilities
|
|
7,275,544
|
|
|
11,301,607
|
|
||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
||
Limited partner interests in SLGOP (4,495 and 3,746 limited partner common units outstanding at September 30, 2016 and December 31, 2015, respectively)
|
|
490,440
|
|
|
424,206
|
|
||
Preferred units
|
|
302,310
|
|
|
282,516
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
|
(unaudited)
|
|
|
||||
Capital
|
|
|
|
|
||||
SLGOP partners' capital:
|
|
|
|
|
||||
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both September 30, 2016 and December 31, 2015
|
|
221,932
|
|
|
221,932
|
|
||
SL Green partners' capital (1,047 and 1,035 general partner common units and 99,217 and 98,941 limited partner common units outstanding at September 30, 2016 and December 31, 2015, respectively)
|
|
7,085,697
|
|
|
7,074,282
|
|
||
Accumulated other comprehensive loss
|
|
(14,074
|
)
|
|
(8,749
|
)
|
||
Total SLGOP partners' capital
|
|
7,293,555
|
|
|
7,287,465
|
|
||
Noncontrolling interests in other partnerships
|
|
429,093
|
|
|
431,852
|
|
||
Total capital
|
|
7,722,648
|
|
|
7,719,317
|
|
||
Total liabilities and capital
|
|
$
|
15,790,942
|
|
|
$
|
19,727,646
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Rental revenue, net
|
|
$
|
281,482
|
|
|
$
|
318,465
|
|
|
$
|
1,043,898
|
|
|
$
|
926,020
|
|
Escalation and reimbursement
|
|
53,130
|
|
|
48,254
|
|
|
147,357
|
|
|
130,630
|
|
||||
Investment income
|
|
75,396
|
|
|
49,328
|
|
|
174,347
|
|
|
136,588
|
|
||||
Other income
|
|
6,673
|
|
|
16,019
|
|
|
124,137
|
|
|
44,201
|
|
||||
Total revenues
|
|
416,681
|
|
|
432,066
|
|
|
1,489,739
|
|
|
1,237,439
|
|
||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses, including $5,042 and $15,171 in 2016 and $5,238 and $13,415 in 2015 of related party expenses
|
|
79,425
|
|
|
78,648
|
|
|
234,269
|
|
|
225,539
|
|
||||
Real estate taxes
|
|
64,133
|
|
|
61,009
|
|
|
187,931
|
|
|
173,018
|
|
||||
Ground rent
|
|
8,338
|
|
|
8,252
|
|
|
24,953
|
|
|
24,526
|
|
||||
Interest expense, net of interest income
|
|
72,565
|
|
|
84,141
|
|
|
256,326
|
|
|
235,694
|
|
||||
Amortization of deferred financing costs
|
|
4,815
|
|
|
7,160
|
|
|
20,180
|
|
|
19,727
|
|
||||
Depreciation and amortization
|
|
112,665
|
|
|
146,185
|
|
|
717,015
|
|
|
454,087
|
|
||||
Transaction related costs
|
|
2,593
|
|
|
5,829
|
|
|
5,987
|
|
|
10,039
|
|
||||
Marketing, general and administrative
|
|
25,458
|
|
|
23,475
|
|
|
73,974
|
|
|
72,139
|
|
||||
Total expenses
|
|
369,992
|
|
|
414,699
|
|
|
1,520,635
|
|
|
1,214,769
|
|
||||
Income (loss) from continuing operations before equity in net (loss) income from unconsolidated joint ventures, equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain on sale of real estate, net, depreciable real estate reserves, loss on sale of investment in marketable securities and loss on early extinguishment of debt
|
|
46,689
|
|
|
17,367
|
|
|
(30,896
|
)
|
|
22,670
|
|
||||
Equity in net (loss) income from unconsolidated joint ventures
|
|
(3,968
|
)
|
|
3,627
|
|
|
11,969
|
|
|
10,651
|
|
||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
225
|
|
|
15,281
|
|
|
43,588
|
|
|
16,050
|
|
||||
Gain on sale of real estate, net
|
|
397
|
|
|
159,704
|
|
|
210,750
|
|
|
159,704
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(19,226
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
||||
Loss on sale of investment in marketable securities
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
||||
Loss on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||
Income from continuing operations
|
|
43,343
|
|
|
176,753
|
|
|
224,941
|
|
|
189,800
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,983
|
|
||||
Net income
|
|
43,343
|
|
|
176,753
|
|
|
224,941
|
|
|
203,210
|
|
||||
Noncontrolling interests in other partnerships
|
|
(836
|
)
|
|
(665
|
)
|
|
(6,245
|
)
|
|
(13,217
|
)
|
||||
Preferred units distributions
|
|
(2,854
|
)
|
|
(2,225
|
)
|
|
(8,382
|
)
|
|
(4,316
|
)
|
||||
Net income attributable to SLGOP
|
|
39,653
|
|
|
173,863
|
|
|
210,314
|
|
|
185,677
|
|
||||
Perpetual preferred unit distributions
|
|
(3,738
|
)
|
|
(3,738
|
)
|
|
(11,213
|
)
|
|
(11,214
|
)
|
||||
Net income attributable to SLGOP common unitholders
|
|
$
|
35,915
|
|
|
$
|
170,125
|
|
|
$
|
199,101
|
|
|
$
|
174,463
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Amounts attributable to SLGOP common unitholders:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before depreciable real estate reserves, gains on sale and discontinued operations
|
|
$
|
35,293
|
|
|
$
|
14,366
|
|
|
$
|
(44,850
|
)
|
|
$
|
4,525
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
225
|
|
|
15,281
|
|
|
43,588
|
|
|
16,050
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,983
|
|
||||
Gain on sale of real estate
|
|
397
|
|
|
159,704
|
|
|
210,750
|
|
|
159,704
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(19,226
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
||||
Net income (loss) attributable to
SLGOP common unitholders
|
|
$
|
35,915
|
|
|
$
|
170,125
|
|
|
$
|
199,101
|
|
|
$
|
174,463
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per unit:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before depreciable real estate reserves, gains on sale and discontinued operations
|
|
$
|
0.34
|
|
|
$
|
0.14
|
|
|
$
|
(0.43
|
)
|
|
$
|
0.04
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
—
|
|
|
0.15
|
|
|
0.42
|
|
|
0.16
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.13
|
|
||||
Gain on sale of real estate
|
|
—
|
|
|
1.54
|
|
|
2.02
|
|
|
1.55
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(0.19
|
)
|
|
(0.10
|
)
|
|
(0.19
|
)
|
||||
Net income (loss) attributable to SLGOP common unitholders
|
|
$
|
0.34
|
|
|
$
|
1.64
|
|
|
$
|
1.91
|
|
|
$
|
1.69
|
|
Diluted earnings per unit:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before depreciable real estate reserves, gains on sale and discontinued operations
|
|
$
|
0.34
|
|
|
$
|
0.14
|
|
|
$
|
(0.43
|
)
|
|
$
|
0.04
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
—
|
|
|
0.15
|
|
|
0.42
|
|
|
0.16
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.13
|
|
||||
Gain on sale of real estate
|
|
—
|
|
|
1.54
|
|
|
2.01
|
|
|
1.54
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(0.19
|
)
|
|
(0.10
|
)
|
|
(0.19
|
)
|
||||
Net income (loss) attributable to SLGOP common unitholders
|
|
$
|
0.34
|
|
|
$
|
1.64
|
|
|
$
|
1.90
|
|
|
$
|
1.68
|
|
Dividends per unit
|
|
$
|
0.72
|
|
|
$
|
0.60
|
|
|
$
|
2.16
|
|
|
1.80
|
|
|
Basic weighted average common units outstanding
|
|
104,730
|
|
|
103,522
|
|
|
104,412
|
|
|
103,129
|
|
||||
Diluted weighted average common units and common unit equivalents outstanding
|
|
105,143
|
|
|
103,929
|
|
|
104,761
|
|
|
103,609
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
|
$
|
43,343
|
|
|
$
|
176,753
|
|
|
$
|
224,941
|
|
|
$
|
203,210
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Change in net unrealized gain (loss) on derivative instruments, including SLGOP's share of joint venture net unrealized gain (loss) on derivative instruments
|
|
2,632
|
|
|
(5,423
|
)
|
|
(4,682
|
)
|
|
(8,853
|
)
|
||||
Change in unrealized (loss) gain on marketable securities
|
|
(30
|
)
|
|
317
|
|
|
(900
|
)
|
|
(337
|
)
|
||||
Other comprehensive income (loss)
|
|
2,602
|
|
|
(5,106
|
)
|
|
(5,582
|
)
|
|
(9,190
|
)
|
||||
Comprehensive income
|
|
45,945
|
|
|
171,647
|
|
|
219,359
|
|
|
194,020
|
|
||||
Net income attributable to noncontrolling interests
|
|
(836
|
)
|
|
(665
|
)
|
|
(6,245
|
)
|
|
(13,217
|
)
|
||||
Other comprehensive (loss) income attributable to noncontrolling interests
|
|
(118
|
)
|
|
191
|
|
|
257
|
|
|
349
|
|
||||
Comprehensive income attributable to SLGOP
|
|
$
|
44,991
|
|
|
$
|
171,173
|
|
|
$
|
213,371
|
|
|
$
|
181,152
|
|
|
|
SL Green Operating Partnership Unitholders
|
|
|
|
|
|||||||||||||||||
|
|
|
|
Partners' Interest
|
|
|
|
|
|
|
|||||||||||||
|
|
Series I
Preferred
Units
|
|
Common
Units
|
|
Common
Unitholders
|
|
Accumulated
Other Comprehensive (Loss) |
|
Noncontrolling
Interests
|
|
Total
|
|||||||||||
Balance at December 31, 2015
|
|
$
|
221,932
|
|
|
99,976
|
|
|
$
|
7,074,282
|
|
|
$
|
(8,749
|
)
|
|
$
|
431,852
|
|
|
$
|
7,719,317
|
|
Net income
|
|
|
|
|
|
202,143
|
|
|
|
|
6,245
|
|
|
208,388
|
|
||||||||
Other comprehensive (loss)
|
|
|
|
|
|
|
|
(5,325
|
)
|
|
|
|
|
(5,325
|
)
|
||||||||
Preferred distributions
|
|
|
|
|
|
(11,213
|
)
|
|
|
|
|
|
(11,213
|
)
|
|||||||||
DRSPP proceeds
|
|
|
|
1
|
|
|
146
|
|
|
|
|
|
|
146
|
|
||||||||
Conversion of common units
|
|
|
|
118
|
|
|
12,746
|
|
|
|
|
|
|
12,746
|
|
||||||||
Reallocation of noncontrolling interests in the operating partnership
|
|
|
|
|
|
(4,959
|
)
|
|
|
|
|
|
(4,959
|
)
|
|||||||||
Deferred compensation plan and stock award, net
|
|
|
|
12
|
|
|
(2,086
|
)
|
|
|
|
|
|
(2,086
|
)
|
||||||||
Amortization of deferred compensation plan
|
|
|
|
|
|
19,230
|
|
|
|
|
|
|
19,230
|
|
|||||||||
Issuance of common stock
|
|
|
|
|
|
(40
|
)
|
|
|
|
|
|
(40
|
)
|
|||||||||
Contribution to consolidated joint venture interests
|
|
|
|
|
|
|
|
|
|
2,019
|
|
|
2,019
|
|
|||||||||
Contributions - proceeds from stock options exercised
|
|
|
|
157
|
|
|
12,258
|
|
|
|
|
|
|
12,258
|
|
||||||||
Cash distributions to noncontrolling interests
|
|
|
|
|
|
.
|
|
|
|
|
(11,023
|
)
|
|
(11,023
|
)
|
||||||||
Cash distributions declared ($2.16 per common unit, none of which represented a return of capital for federal income tax purposes)
|
|
|
|
|
|
(216,810
|
)
|
|
|
|
|
|
(216,810
|
)
|
|||||||||
Balance at September 30, 2016
|
|
$
|
221,932
|
|
|
100,264
|
|
|
$
|
7,085,697
|
|
|
$
|
(14,074
|
)
|
|
$
|
429,093
|
|
|
$
|
7,722,648
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
224,941
|
|
|
$
|
203,210
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
737,195
|
|
|
473,817
|
|
||
Equity in net income from unconsolidated joint ventures
|
(11,969
|
)
|
|
(10,651
|
)
|
||
Distributions of cumulative earnings from unconsolidated joint ventures
|
19,311
|
|
|
33,141
|
|
||
Equity in net gain on sale of interest in unconsolidated joint venture interest/real estate
|
(43,588
|
)
|
|
(16,050
|
)
|
||
Depreciable real estate reserves
|
10,387
|
|
|
19,226
|
|
||
Gain on sale of real estate
|
(210,750
|
)
|
|
(159,704
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
(12,983
|
)
|
||
Loss on sale of investment in marketable securities
|
83
|
|
|
—
|
|
||
Loss on early extinguishment of debt
|
—
|
|
|
49
|
|
||
Deferred rents receivable
|
40,056
|
|
|
(99,015
|
)
|
||
Other non-cash adjustments
(1)
|
(155,558
|
)
|
|
(16,140
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash—operations
|
(12,855
|
)
|
|
(23,437
|
)
|
||
Tenant and other receivables
|
2,714
|
|
|
(8,498
|
)
|
||
Related party receivables
|
(4,167
|
)
|
|
646
|
|
||
Deferred lease costs
|
(47,036
|
)
|
|
(46,673
|
)
|
||
Other assets
|
(30,899
|
)
|
|
(43,736
|
)
|
||
Accounts payable, accrued expenses and other liabilities and security deposits
|
(28,089
|
)
|
|
6,119
|
|
||
Deferred revenue and land leases payable
|
19,016
|
|
|
23,678
|
|
||
Net cash provided by operating activities
|
508,792
|
|
|
322,999
|
|
||
Investing Activities
|
|
|
|
||||
Acquisitions of real estate property
|
(38,005
|
)
|
|
(2,574,687
|
)
|
||
Additions to land, buildings and improvements
|
(269,182
|
)
|
|
(219,760
|
)
|
||
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price
|
85,983
|
|
|
(117,026
|
)
|
||
Investments in unconsolidated joint ventures
|
(69,422
|
)
|
|
(127,783
|
)
|
||
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
171,472
|
|
|
89,059
|
|
||
Net proceeds from disposition of real estate/joint venture interest
|
2,419,841
|
|
|
1,072,175
|
|
||
Proceeds from sale of marketable securities
|
6,868
|
|
|
432
|
|
||
Purchases of marketable securities
|
(23,062
|
)
|
|
(7,769
|
)
|
||
Other investments
|
8,232
|
|
|
(11,894
|
)
|
||
Origination of debt and preferred equity investments
|
(554,803
|
)
|
|
(461,257
|
)
|
||
Repayments or redemption of debt and preferred equity investments
|
667,251
|
|
|
372,084
|
|
||
Net cash provided by (used in) investing activities
|
2,405,173
|
|
|
(1,986,426
|
)
|
||
|
|
|
|
(1)
|
The weighted average occupancy for commercial properties represents the total occupied square feet divided by the total acquisition square footage. The weighted average occupancy for residential properties represents the total occupied units divided by the total available units.
|
(2)
|
As of
September 30, 2016
, we owned a building that was comprised of approximately
270,132
square feet (unaudited) of retail space and approximately
222,855
square feet (unaudited) of residential space. For the purpose of this report, we have included the building in the retail properties count and have bifurcated the square footage into the retail and residential components.
|
(3)
|
Includes the property at 400 East 57th Street, which is classified as held for sale at
September 30, 2016
.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Identified intangible assets (included in other assets):
|
|
|
|
||||
Gross amount
|
$
|
624,557
|
|
|
$
|
939,518
|
|
Accumulated amortization
|
(397,148
|
)
|
|
(403,747
|
)
|
||
Net
(1)
|
$
|
227,409
|
|
|
$
|
535,771
|
|
Identified intangible liabilities (included in deferred revenue):
|
|
|
|
||||
Gross amount
|
$
|
648,583
|
|
|
$
|
866,561
|
|
Accumulated amortization
|
(455,568
|
)
|
|
(486,928
|
)
|
||
Net
(1)
|
$
|
193,015
|
|
|
$
|
379,633
|
|
(1)
|
As of
September 30, 2016
and December 31, 2015,
$0.3 million
and
$0.2 million
, respectively and
$0.8 million
and
$0.1 million
, respectively, of net intangible assets and net intangible liabilities, were reclassified to assets held for sale and liabilities related to assets held for sale.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Equity marketable securities
|
$
|
23,213
|
|
|
$
|
4,704
|
|
Commercial mortgage-backed securities
|
37,139
|
|
|
40,434
|
|
||
Total marketable securities available-for-sale
|
$
|
60,352
|
|
|
$
|
45,138
|
|
|
183 Broadway
(1)
|
||
Acquisition Date
|
March 2016
|
||
Ownership Type
|
Fee Interest
|
||
Property Type
|
Retail/Residential
|
||
|
|
||
Purchase Price Allocation:
|
|
||
Land
|
$
|
26,640
|
|
Building and building leasehold
|
2,960
|
|
|
Above-market lease value
|
—
|
|
|
Acquired in-place leases
|
—
|
|
|
Other assets, net of other liabilities
|
—
|
|
|
Assets acquired
|
29,600
|
|
|
Mark-to-market assumed debt
|
—
|
|
|
Below-market lease value
|
—
|
|
|
Derivatives
|
—
|
|
|
Liabilities assumed
|
—
|
|
|
Purchase price
|
$
|
29,600
|
|
Net consideration funded by us at closing, excluding consideration financed by debt
|
$
|
29,600
|
|
Equity and/or debt investment held
|
$
|
—
|
|
Debt assumed
|
$
|
—
|
|
(1)
|
We are currently in the process of analyzing the purchase price allocation and, as such, we have not allocated any value to intangible assets such as above- and below-market lease or in-place leases.
|
|
187 Broadway and 5 & 7 Dey Street
(1)
|
|
110 Greene Street
(1)
|
|
Upper Eastside Residential
(1)
|
|
11 Madison Avenue
(1)
|
|
1640 Flatbush Avenue
(1)
|
||||||||||
Acquisition Date
|
August 2015
|
|
July 2015
|
|
June 2015
|
|
August 2015
|
|
March 2015
|
||||||||||
Ownership Type
|
Fee Interest
|
|
Fee Interest
|
|
Fee Interest
|
|
Fee Interest
|
|
Fee Interest
|
||||||||||
Property Type
|
Residential/Retail
|
|
Office
|
|
Residential/Retail
|
|
Office
|
|
Retail
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase Price Allocation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Land
|
$
|
20,266
|
|
|
$
|
45,120
|
|
|
$
|
48,152
|
|
|
$
|
675,776
|
|
|
$
|
6,226
|
|
Building and building leasehold
|
42,468
|
|
|
215,470
|
|
|
—
|
|
|
1,553,602
|
|
|
501
|
|
|||||
Above-market lease value
|
17
|
|
|
—
|
|
|
—
|
|
|
19,764
|
|
|
—
|
|
|||||
Acquired in-place leases
|
3,621
|
|
|
8,967
|
|
|
1,922
|
|
|
366,949
|
|
|
146
|
|
|||||
Other assets, net of other liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Assets acquired
|
66,372
|
|
|
269,557
|
|
|
50,074
|
|
|
2,616,091
|
|
|
6,873
|
|
|||||
Mark-to-market assumed debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Below-market lease value
|
(3,226
|
)
|
|
(14,557
|
)
|
|
—
|
|
|
(187,732
|
)
|
|
(73
|
)
|
|||||
Derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Liabilities assumed
|
(3,226
|
)
|
|
(14,557
|
)
|
|
—
|
|
|
(187,732
|
)
|
|
(73
|
)
|
|||||
Purchase price
|
$
|
63,146
|
|
|
$
|
255,000
|
|
|
$
|
50,074
|
|
|
$
|
2,428,359
|
|
|
$
|
6,800
|
|
Net consideration funded by us at closing, excluding consideration financed by debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity and/or debt investment held
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt assumed
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Based on our preliminary analysis of the purchase price, we had allocated
$22.1 million
and
$41.0 million
to land and building, respectively, at 187 Broadway and 5 & 7 Dey Street,
$89.3 million
and
$165.8 million
to land and building, respectively, at 110 Greene Street,
$17.5 million
and
$32.5 million
to land and building, respectively, at the Upper Eastside Residential Property,
$849.9 million
and
$1.6 billion
to land and building, respectively, at 11 Madison Avenue, and
$6.1 million
and
$0.7 million
to land and building, respectively, at 1640 Flatbush Avenue. The impact to our consolidated statement of operations for the
nine months ended September 30, 2016
to adjust for the finalized purchase price allocations was
$8.0 million
in rental revenue for the amortization of aggregate below-market leases and
$17.9 million
of depreciation expense.
|
Property
|
|
Disposition Date
|
|
Property Type
|
|
Approximate Square Feet
|
|
Sales Price
(1)
(in millions)
|
|
Gain on Sale
(2)
(in millions)
|
|||||
248-252 Bedford Avenue
|
|
February 2016
|
|
Residential
|
|
66,611
|
|
|
$
|
55.0
|
|
|
$
|
15.3
|
|
885 Third Avenue
(3)
|
|
February 2016
|
|
Land
|
|
607,000
|
|
|
453.0
|
|
|
—
|
|
||
7 International Drive
|
|
May 2016
|
|
Land
|
|
31 Acres
|
|
|
20.0
|
|
|
(6.9
|
)
|
||
388 Greenwich
|
|
June 2016
|
|
Office
|
|
2,635,000
|
|
|
2,002.3
|
|
|
206.5
|
|
||
500 West Putnam
|
|
July 2016
|
|
Office
|
|
121,500
|
|
|
41.0
|
|
|
(10.4
|
)
|
||
11 Madison Avenue
(4)
|
|
August 2016
|
|
Office
|
|
2,314,000
|
|
|
2,600.0
|
|
|
—
|
|
(1)
|
Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.
|
(2)
|
The gain on sale for 248-252 Bedford Avenue and 388 Greenwich are net of
$1.3 million
and
$1.6 million
, respectively in employee compensation awards accrued in connection with the realization of the investment gain as a bonus to certain employees that were instrumental in realizing the gain on sale. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
|
(3)
|
In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting and, as a result, the property remains on our consolidated balance sheet until the criteria is met. An estimated loss relating to the sale of
$6.6 million
was recorded in December 2015. We expect to meet the criteria for sale accounting in 2017 at which time we will recognize the sale and start recognizing investment income on our
$135.0 million
5.75%
senior equity investment in the property.
|
(4)
|
In August 2016, we sold an
40%
interest in 11 Madison Avenue. The sale did not meet the criteria for sale accounting and, as a result, the property is being accounted for under the profit sharing method. See Note 6, "Investments in Unconsolidated Joint Ventures."
|
|
|
Nine Months Ended
September 30, 2015
|
||
Revenues
|
|
|
||
Rental revenue
|
|
$
|
236
|
|
Escalation and reimbursement revenues
|
|
(127
|
)
|
|
Total revenues
|
|
109
|
|
|
Operating expenses
|
|
(631
|
)
|
|
Real estate taxes
|
|
250
|
|
|
Transaction related costs
|
|
(49
|
)
|
|
Depreciable real estate reserves
|
|
109
|
|
|
Interest expense, net of interest income
|
|
3
|
|
|
Total expenses
|
|
(318
|
)
|
|
Net income from discontinued operations
|
|
$
|
427
|
|
Loan Type
|
|
September 30, 2016
Future Funding
Obligations
|
|
September 30, 2016 Senior
Financing
|
|
September 30, 2016
Carrying Value
(1)
|
|
December 31, 2015
Carrying Value
(1)
|
|
Maturity
Date
(2)
|
||||||||
Fixed Rate Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jr. Mortgage Participation/Mezzanine Loan
|
|
$
|
—
|
|
|
$
|
1,109,000
|
|
|
$
|
189,250
|
|
|
$
|
104,661
|
|
|
March 2017
|
Mezzanine Loan
(3a)
|
|
5,000
|
|
|
502,100
|
|
|
61,059
|
|
|
41,115
|
|
|
June 2017
|
||||
Mortgage Loan
(4)
|
|
—
|
|
|
—
|
|
|
26,297
|
|
|
26,262
|
|
|
February 2019
|
||||
Mortgage Loan
|
|
—
|
|
|
—
|
|
|
414
|
|
|
513
|
|
|
August 2019
|
||||
Mezzanine Loan
|
|
—
|
|
|
15,000
|
|
|
3,500
|
|
|
3,500
|
|
|
September 2021
|
||||
Mezzanine Loan
(3b)
|
|
—
|
|
|
88,944
|
|
|
12,691
|
|
|
19,936
|
|
|
November 2023
|
||||
Mezzanine Loan
(3c)
|
|
—
|
|
|
115,000
|
|
|
12,923
|
|
|
24,916
|
|
|
June 2024
|
||||
Mezzanine Loan
|
|
—
|
|
|
95,000
|
|
|
30,000
|
|
|
30,000
|
|
|
January 2025
|
||||
Mezzanine Loan
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,102
|
|
|
|
||||
Mezzanine Loan
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,691
|
|
|
|
||||
Jr. Mortgage Participation
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,000
|
|
|
|
||||
Other
(7)(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,510
|
|
|
|
||||
Other
(7)(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,183
|
|
|
|
||||
Total fixed rate
|
|
$
|
5,000
|
|
|
$
|
1,925,044
|
|
|
$
|
336,134
|
|
|
$
|
511,389
|
|
|
|
Floating Rate Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mezzanine Loan
|
|
—
|
|
|
360,000
|
|
|
99,945
|
|
|
99,530
|
|
|
November 2016
|
||||
Mezzanine Loan
|
|
7,939
|
|
|
144,008
|
|
|
53,405
|
|
|
49,751
|
|
|
December 2016
|
||||
Mezzanine Loan
|
|
281
|
|
|
39,201
|
|
|
11,024
|
|
|
13,731
|
|
|
December 2016
|
||||
Mortgage/Mezzanine Loan
(3d)
|
|
40,086
|
|
|
—
|
|
|
140,920
|
|
|
134,264
|
|
|
January 2017
|
||||
Mezzanine Loan
|
|
1,127
|
|
|
118,949
|
|
|
28,834
|
|
|
28,551
|
|
|
January 2017
|
||||
Mezzanine Loan
(3e)(9)
|
|
—
|
|
|
40,000
|
|
|
15,290
|
|
|
68,977
|
|
|
June 2017
|
||||
Mortgage/Mezzanine Loan
|
|
—
|
|
|
—
|
|
|
32,763
|
|
|
—
|
|
|
June 2017
|
||||
Mortgage/Mezzanine Loan
|
|
—
|
|
|
—
|
|
|
22,939
|
|
|
22,877
|
|
|
July 2017
|
||||
Mortgage/Mezzanine Loan
|
|
—
|
|
|
—
|
|
|
16,946
|
|
|
16,901
|
|
|
September 2017
|
||||
Mortgage/Mezzanine Loan
|
|
4,038
|
|
|
—
|
|
|
19,834
|
|
|
19,282
|
|
|
October 2017
|
||||
Mezzanine Loan
|
|
—
|
|
|
60,000
|
|
|
14,944
|
|
|
14,904
|
|
|
November 2017
|
||||
Mezzanine Loan
(3f)
|
|
—
|
|
|
85,000
|
|
|
15,075
|
|
|
29,505
|
|
|
December 2017
|
||||
Mezzanine Loan
(3g)
|
|
—
|
|
|
65,000
|
|
|
14,598
|
|
|
28,563
|
|
|
December 2017
|
||||
Mortgage/Mezzanine Loan
(3h)
|
|
795
|
|
|
—
|
|
|
15,024
|
|
|
14,942
|
|
|
December 2017
|
||||
Jr. Mortgage Participation
|
|
—
|
|
|
40,000
|
|
|
19,896
|
|
|
19,846
|
|
|
April 2018
|
||||
Mezzanine Loan
|
|
—
|
|
|
175,000
|
|
|
34,814
|
|
|
34,725
|
|
|
April 2018
|
||||
Mortgage/Mezzanine Loan
(10)
|
|
523
|
|
|
24,818
|
|
|
10,846
|
|
|
31,210
|
|
|
August 2018
|
||||
Mortgage Loan
|
|
—
|
|
|
—
|
|
|
19,815
|
|
|
—
|
|
|
August 2018
|
||||
Mezzanine Loan
|
|
—
|
|
|
65,000
|
|
|
14,862
|
|
|
—
|
|
|
August 2018
|
||||
Mezzanine Loan
|
|
—
|
|
|
—
|
|
|
14,599
|
|
|
—
|
|
|
September 2018
|
||||
Mezzanine Loan
|
|
2,325
|
|
|
45,025
|
|
|
34,411
|
|
|
—
|
|
|
October 2018
|
Loan Type
|
|
September 30, 2016
Future Funding
Obligations
|
|
September 30, 2016 Senior
Financing
|
|
September 30, 2016
Carrying Value
(1)
|
|
December 31, 2015
Carrying Value
(1)
|
|
Maturity
Date
(2)
|
||||||||
Mezzanine Loan
|
|
—
|
|
|
33,000
|
|
|
26,831
|
|
|
26,777
|
|
|
December 2018
|
||||
Mezzanine Loan
|
|
4,097
|
|
|
156,383
|
|
|
55,264
|
|
|
52,774
|
|
|
December 2018
|
||||
Mezzanine Loan
|
|
18,883
|
|
|
246,758
|
|
|
59,917
|
|
|
49,625
|
|
|
December 2018
|
||||
Mezzanine Loan
|
|
6,383
|
|
|
16,383
|
|
|
5,387
|
|
|
—
|
|
|
January 2019
|
||||
Mezzanine Loan
|
|
—
|
|
|
38,000
|
|
|
21,880
|
|
|
21,845
|
|
|
March 2019
|
||||
Mezzanine Loan
|
|
—
|
|
|
265,000
|
|
|
24,677
|
|
|
—
|
|
|
April 2019
|
||||
Mortgage/Jr. Mortgage Participation Loan
|
|
34,500
|
|
|
180,740
|
|
|
64,549
|
|
|
—
|
|
|
August 2019
|
||||
Mezzanine Loan
|
|
2,500
|
|
|
187,500
|
|
|
37,307
|
|
|
—
|
|
|
September 2019
|
||||
Mortgage/Mezzanine Loan
|
|
87,620
|
|
|
—
|
|
|
107,060
|
|
|
—
|
|
|
September 2019
|
||||
Jr. Mortgage Participation/Mezzanine Loan
|
|
—
|
|
|
30,000
|
|
|
15,599
|
|
|
—
|
|
|
July 2021
|
||||
Mortgage/Mezzanine Loan
(11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,901
|
|
|
|
||||
Jr. Mortgage Participation/Mezzanine Loan
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,510
|
|
|
|
||||
Mezzanine Loan
(12)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,625
|
|
|
|
||||
Mezzanine Loan
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,700
|
|
|
|
||||
Mezzanine Loan
(14)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,398
|
|
|
|
||||
Jr. Mortgage Participation/Mezzanine Loan
(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,395
|
|
|
|
||||
Mezzanine Loan
(15)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,346
|
|
|
|
||||
Total floating rate
|
|
$
|
211,097
|
|
|
$
|
2,415,765
|
|
|
$
|
1,069,255
|
|
|
$
|
1,116,455
|
|
|
|
Total
|
|
$
|
216,097
|
|
|
$
|
4,340,809
|
|
|
$
|
1,405,389
|
|
|
$
|
1,627,844
|
|
|
|
(1)
|
Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.
|
(2)
|
Represents contractual maturity, excluding any unexercised extension options.
|
(3)
|
Carrying value is net of the following amounts that were participated out, which are included in other assets and other liabilities on the consolidated balance sheets as a result of the transfers not meeting the conditions for sale accounting: (a)
$41.3 million
, (b)
$5.0 million
, (c)
$12.0 million
, (d)
$36.3 million
, (e)
$14.5 million
, (f)
$14.6 million
, (g)
$14.1 million
, and (h)
$5.1 million
.
|
(4)
|
In September 2014, we acquired a
$26.4 million
mortgage loan at a
$0.2 million
discount and a
$5.7 million
junior mortgage participation at a
$5.7 million
discount. The junior mortgage participation was a nonperforming loan at acquisition and is currently on non-accrual status.
|
(5)
|
These loans were repaid in July 2016.
|
(6)
|
In April 2016, we closed on an option to acquire a
20%
interest in the underlying asset at a previously agreed upon purchase option valuation, and our mezzanine loan was simultaneously repaid.
|
(7)
|
These loans were repaid in March 2016.
|
(8)
|
These loans were collateralized by defeasance securities.
|
(9)
|
In March 2016, the mortgage was sold.
|
(10)
|
In January 2016, the loans were modified. In March 2016, the mortgage was sold.
|
(11)
|
This loan was repaid in September 2016.
|
(12)
|
This loan was repaid in June 2016.
|
(13)
|
This loan was repaid in May 2016.
|
(14)
|
In March 2016, we contributed our interest in the loan in exchange for a joint venture interest which is now accounted for under the equity method of accounting. It is included in unconsolidated joint ventures on the consolidated balance sheets.
|
(15)
|
This loan was repaid in February 2016.
|
Type
|
|
September 30, 2016
Future Funding
Obligations
|
|
September 30, 2016
Senior
Financing
|
|
September 30, 2016
Carrying Value
(1)
|
|
December 31, 2015
Carrying Value (1) |
|
Initial
Mandatory
Redemption
|
||||||||
Preferred Equity
|
|
$
|
—
|
|
|
$
|
71,486
|
|
|
$
|
9,978
|
|
|
$
|
9,967
|
|
|
March 2018
|
Preferred Equity
|
|
—
|
|
|
59,034
|
|
|
37,867
|
|
|
32,209
|
|
|
November 2018
|
||||
Total
|
|
$
|
—
|
|
|
$
|
130,520
|
|
|
$
|
47,845
|
|
|
$
|
42,176
|
|
|
|
(1)
|
Carrying value is net of deferred origination fees.
|
Property
|
Partner
|
Ownership
Interest
|
Economic
Interest
|
Approximate Square Feet
|
Acquisition Date
|
Acquisition
Price
(1)
(in thousands)
|
|||
100 Park Avenue
|
Prudential Real Estate Investors
|
49.90%
|
49.90%
|
834,000
|
|
January 2000
|
$
|
95,800
|
|
717 Fifth Avenue
|
Jeff Sutton/Private Investor
|
10.92%
|
10.92%
|
119,500
|
|
September 2006
|
251,900
|
|
|
800 Third Avenue
|
Private Investors
|
60.52%
|
60.52%
|
526,000
|
|
December 2006
|
285,000
|
|
|
1745 Broadway
|
Ivanhoe Cambridge, Inc.
|
56.88%
|
56.88%
|
674,000
|
|
April 2007
|
520,000
|
|
|
Jericho Plaza
(2)
|
Onyx Equities/Private Investor
|
11.67%
|
11.67%
|
640,000
|
|
April 2007
|
210,000
|
|
|
11 West 34th Street
|
Private Investor/
Jeff Sutton
|
30.00%
|
30.00%
|
17,150
|
|
December 2010
|
10,800
|
|
|
3 Columbus Circle
(3)
|
The Moinian Group
|
48.90%
|
48.90%
|
741,500
|
|
January 2011
|
500,000
|
|
|
280 Park Avenue
|
Vornado Realty Trust
|
50.00%
|
50.00%
|
1,219,158
|
|
March 2011
|
400,000
|
|
|
1552-1560 Broadway
(4)
|
Jeff Sutton
|
50.00%
|
50.00%
|
35,897
|
|
August 2011
|
136,550
|
|
|
724 Fifth Avenue
|
Jeff Sutton
|
50.00%
|
50.00%
|
65,040
|
|
January 2012
|
223,000
|
|
|
10 East 53rd Street
|
Canadian Pension Plan Investment Board
|
55.00%
|
55.00%
|
354,300
|
|
February 2012
|
252,500
|
|
|
521 Fifth Avenue
|
Plaza Global
Real Estate Partners LP
|
50.50%
|
50.50%
|
460,000
|
|
November 2012
|
315,000
|
|
|
21 East 66th Street
(5)
|
Private Investors
|
32.28%
|
32.28%
|
16,736
|
|
December 2012
|
75,000
|
|
|
650 Fifth Avenue
(6)
|
Jeff Sutton
|
50.00%
|
50.00%
|
32,324
|
|
November 2013
|
|
||
121 Greene Street
|
Jeff Sutton
|
50.00%
|
50.00%
|
7,131
|
|
September 2014
|
27,400
|
|
|
175-225 Third Street Brooklyn, New York
|
KCLW 3rd Street LLC/LIVWRK LLC
|
95.00%
|
95.00%
|
—
|
|
October 2014
|
74,600
|
|
|
55 West 46th Street
|
Prudential Real Estate Investors
|
25.00%
|
25.00%
|
347,000
|
|
November 2014
|
295,000
|
|
|
Stonehenge Portfolio
|
Various
|
Various
|
Various
|
2,046,733
|
|
Various
|
36,668
|
|
|
131-137 Spring Street
|
Invesco Real Estate
|
20.00%
|
20.00%
|
68,342
|
|
August 2015
|
277,750
|
|
|
76 11th Avenue
(7)
|
Oxford/Vornado
|
33.33%
|
36.58%
|
764,000
|
|
March 2016
|
138,240
|
|
|
605 West 42nd Street
(8)
|
The Moinian Group
|
20.00%
|
20.00%
|
927,358
|
|
April 2016
|
759,000
|
|
|
11 Madison Avenue
(9)
|
PGIM Real Estate
|
60.00%
|
60.00%
|
2,314,000
|
|
August 2016
|
2,605,000
|
|
|
333 East 22nd Street
(10)
|
Private Investors
|
33.33%
|
33.33%
|
26,926
|
|
August 2016
|
—
|
|
(1)
|
Acquisition price represents the actual or implied gross purchase price for the joint venture, which is not adjusted for subsequent acquisitions of additional interests.
|
(2)
|
Our ownership percentage was reduced in the first quarter of 2016, from
77.78%
to
11.67%
, upon completion of the restructuring of the joint venture.
|
(3)
|
As a result of the sale of a condominium interest in September 2012, Young & Rubicam, Inc., or Y&R, owns floors three through eight at the property. Because the joint venture has an option to repurchase these floors, the gain associated with this sale was deferred.
|
(4)
|
The purchase price represents only the purchase of the 1552 Broadway interest which comprised approximately
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)
|
We hold a
32.28%
interest in
three
retail and
two
residential units at the property and a
16.14%
interest in
three
residential units at the property.
|
(6)
|
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 our joint venture partner 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.
|
(7)
|
The joint venture owns
two
mezzanine notes secured by interests in the entity that owns 76 11th Avenue. The difference between our ownership interest and our economic interest results from our right to
50%
of the total exit fee while each of our partners is entitled to receive
25%
of the total exit fee.
|
(8)
|
The Company was granted an option to purchase the interest at an agreed upon valuation in July 2014 when it originated a
$50.0 million
mezzanine loan to the project's developer. The mezzanine loan was repaid prior to the closing of the Company's acquisition of its joint venture interest.
|
(9)
|
In August 2016, we closed on the sale of a
40%
interest in 11 Madison. The sale did not meet the criteria for sale accounting and as a result the property is being accounted for under the profit sharing method. Under the profit sharing method the Company recognizes its share of the operations of the property and also recognizes the other partner's share of depreciation. Included in equity in net income from unconsolidated joint ventures is
$4.7 million
of depreciation for the
three and nine months ended September 30, 2016
representing the other partner's share of depreciation. Included in Investment in Unconsolidated Joint Ventures at September 30, 2016 are
$2.7 billion
of assets net of
$1.5 billion
of liabilities, net of the
$482.0 million
consideration received at closing for this property. Sale accounting will be met upon the lender group consenting to certain modifications to the mortgage on the property which we expect
|
(10)
|
The joint venture entered into a ground lease for the property commencing in October 2016.
|
Loan Type
|
|
September 30, 2016
|
|
December 31, 2015
|
|
Initial Maturity Date
|
||||
Mezzanine Loan and Preferred Equity
|
|
$
|
100,000
|
|
|
$
|
99,936
|
|
|
March 2017
|
Mezzanine Loan
|
|
24,119
|
|
|
—
|
|
|
July 2036
(1)
|
||
Mezzanine Loan
(2)
|
|
45,675
|
|
|
45,942
|
|
|
February 2022
|
||
|
|
$
|
169,794
|
|
|
$
|
145,878
|
|
|
|
(1)
|
The Company has the ability to convert this loan into an equity position starting in 2021 and the borrower is able to force this conversion in 2024.
|
(2)
|
We have an option to convert our loan to an equity interest subject to certain conditions. We have determined that our option to convert the loan to equity is not a derivative financial instrument pursuant to GAAP.
|
Property
|
|
Ownership Percentage
|
|
Disposition Date
|
|
Type of Sale
|
|
Gross Asset Valuation
(in thousands)
(1)
|
|
Gain
on Sale
(in thousands)
(2)
|
||||
1 Jericho Plaza
(3)
|
|
66.11%
|
|
February 2016
|
|
Office
|
|
$
|
95,200
|
|
|
$
|
3,300
|
|
7 Renaissance Square
|
|
50.00%
|
|
March 2016
|
|
Office
|
|
20,700
|
|
|
4,200
|
|
||
EOP Denver
|
|
4.79%
|
|
March 2016
|
|
Office
|
|
180,700
|
|
|
2,800
|
|
||
33 Beekman
(4)
|
|
45.90%
|
|
May 2016
|
|
Residential
|
|
196,000
|
|
|
33,000
|
|
||
EOP Denver
|
|
0.48%
|
|
September 2016
|
|
Office
|
|
180,700
|
|
|
300
|
|
(1)
|
Represents implied gross valuation for the joint venture or sales price of the property.
|
(2)
|
Represents the Company's share of the gain. The gain on sale is net of
$1.1 million
employee compensation awards accrued in connection with the realization of these investment gains as a bonus to certain employees that were instrumental in realizing the gains on sale.
|
(3)
|
Our ownership percentage was reduced in the first quarter of 2016, from
77.78%
to
11.67%
, upon completion of the restructuring of the joint venture.
|
(4)
|
In connection with the sale of the property, we also recognized a promote of
$10.8 million
.
|
Property
|
|
Maturity Date
|
|
Interest
Rate
(1)
|
|
September 30, 2016
|
|
December 31, 2015
|
|||||
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
1745 Broadway
|
|
January 2017
|
|
5.68
|
%
|
|
$
|
340,000
|
|
|
$
|
340,000
|
|
521 Fifth Avenue
|
|
November 2019
|
|
3.73
|
%
|
|
170,000
|
|
|
170,000
|
|
||
717 Fifth Avenue
(2)
|
|
July 2022
|
|
4.45
|
%
|
|
300,000
|
|
|
300,000
|
|
||
717 Fifth Avenue
(2)
|
|
July 2022
|
|
5.50
|
%
|
|
355,328
|
|
|
325,704
|
|
Property
|
|
Maturity Date
|
|
Interest
Rate
(1)
|
|
September 30, 2016
|
|
December 31, 2015
|
|||||
21 East 66th Street
|
|
April 2023
|
|
3.60
|
%
|
|
12,000
|
|
|
12,000
|
|
||
3 Columbus Circle
|
|
March 2025
|
|
3.61
|
%
|
|
350,000
|
|
|
350,000
|
|
||
11 Madison Avenue
|
|
September 2025
|
|
3.84
|
%
|
|
1,400,000
|
|
|
—
|
|
||
800 Third Avenue
|
|
February 2026
|
|
3.37
|
%
|
|
177,000
|
|
|
20,910
|
|
||
Stonehenge Portfolio
(3)
|
|
Various
|
|
4.19
|
%
|
|
364,255
|
|
|
430,627
|
|
||
280 Park Avenue
|
|
|
|
|
|
—
|
|
|
692,963
|
|
|||
7 Renaissance Square
|
|
|
|
|
|
—
|
|
|
2,927
|
|
|||
Total fixed rate debt
|
|
|
|
|
|
$
|
3,468,583
|
|
|
$
|
2,645,131
|
|
|
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
175-225 Third Street
(4)
|
|
December 2016
|
|
4.50
|
%
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
10 East 53rd Street
|
|
February 2017
|
|
2.99
|
%
|
|
125,000
|
|
|
125,000
|
|
||
724 Fifth Avenue
|
|
April 2017
|
|
2.91
|
%
|
|
275,000
|
|
|
275,000
|
|
||
1552 Broadway
(5)
|
|
April 2017
|
|
4.71
|
%
|
|
185,410
|
|
|
190,409
|
|
||
55 West 46th Street
(6)
|
|
October 2017
|
|
2.79
|
%
|
|
151,536
|
|
|
150,000
|
|
||
Jericho Plaza
(7)
|
|
March 2018
|
|
4.64
|
%
|
|
76,993
|
|
|
163,750
|
|
||
605 West 42nd Street
|
|
July 2018
|
|
2.85
|
%
|
|
539,000
|
|
|
—
|
|
||
650 Fifth Avenue
(8)
|
|
August 2018
|
|
4.17
|
%
|
|
65,000
|
|
|
65,000
|
|
||
280 Park Avenue
|
|
June 2019
|
|
2.49
|
%
|
|
900,000
|
|
|
30,000
|
|
||
121 Greene Street
|
|
November 2019
|
|
1.99
|
%
|
|
15,000
|
|
|
15,000
|
|
||
131-137 Spring Street
|
|
August 2020
|
|
2.04
|
%
|
|
141,000
|
|
|
141,000
|
|
||
11 West 34th Street
|
|
January 2021
|
|
1.94
|
%
|
|
23,000
|
|
|
23,000
|
|
||
100 Park Avenue
|
|
February 2021
|
|
2.24
|
%
|
|
360,000
|
|
|
360,000
|
|
||
21 East 66th Street
|
|
June 2033
|
|
3.00
|
%
|
|
1,746
|
|
|
1,805
|
|
||
Stonehenge Portfolio
(9)
|
|
Various
|
|
5.81
|
%
|
|
65,664
|
|
|
10,500
|
|
||
33 Beekman
|
|
|
|
|
|
—
|
|
|
73,518
|
|
|||
Total floating rate debt
|
|
|
|
|
|
$
|
2,964,349
|
|
|
$
|
1,663,982
|
|
|
Total joint venture mortgages and other loans payable
|
|
|
|
$
|
6,432,932
|
|
|
$
|
4,309,113
|
|
|||
Deferred financing costs, net
|
|
|
|
|
|
(100,426
|
)
|
|
(42,565
|
)
|
|||
Total joint venture mortgages and other loans payable, net
|
|
|
|
$
|
6,332,506
|
|
|
$
|
4,266,548
|
|
(1)
|
Effective weighted average interest rate for the
three months ended September 30, 2016
, 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
$355.3 million
mezzanine loan. The mezzanine loan is subject to accretion based on the difference between contractual interest rate and contractual pay rate.
|
(3)
|
Amount is comprised of
$13.2 million
,
$34.6 million
,
$140.3 million
, and
$176.1 million
in fixed-rate mortgages that mature in April 2017, November 2017, August 2019, and June 2024, respectively.
|
(4)
|
In October 2016, the loan was extended to December 2017.
|
(5)
|
These loans are comprised of a
$145.0 million
mortgage loan and a
$41.5 million
mezzanine loan. As of
September 30, 2016
,
$0.6 million
of the mortgage loan and
$0.5 million
of the mezzanine loan were unfunded.
|
(6)
|
This loan has a committed amount of
$190.0 million
, of which
$38.5 million
was unfunded as of
September 30, 2016
.
|
(7)
|
We hold an
11.67%
non-controlling interest in the joint venture and the property secures a
two
year
$100.0 million
loan, of which
$77.0 million
is currently outstanding.
|
(8)
|
This loan has a committed amount of
$97.0 million
, of which
$32.0 million
was unfunded as of
September 30, 2016
.
|
(9)
|
Amount is comprised of
$55.3 million
and
$10.3 million
in floating-rate mortgages that mature in June 2017 and December 2017, respectively.
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Commercial real estate property, net
|
$
|
8,927,385
|
|
|
$
|
6,122,468
|
|
Cash and restricted cash
|
320,318
|
|
|
258,564
|
|
||
Tenant and other receivables, related party receivables, and deferred rents receivable, net of allowance
|
227,937
|
|
|
208,802
|
|
||
Debt and preferred equity investments, net
|
332,506
|
|
|
145,878
|
|
||
Other assets
|
670,665
|
|
|
248,474
|
|
||
Total assets
|
$
|
10,478,811
|
|
|
$
|
6,984,186
|
|
Liabilities and members' equity
|
|
|
|
||||
Mortgages and other loans payable, net
|
$
|
6,332,506
|
|
|
$
|
4,266,548
|
|
Deferred revenue/gain
|
367,873
|
|
|
209,095
|
|
||
Other liabilities
|
374,198
|
|
|
314,065
|
|
||
Members' equity
|
3,404,234
|
|
|
2,194,478
|
|
||
Total liabilities and members' equity
|
$
|
10,478,811
|
|
|
$
|
6,984,186
|
|
Company's investments in unconsolidated joint ventures
|
$
|
1,860,912
|
|
|
$
|
1,203,858
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenues
|
$
|
184,221
|
|
|
$
|
150,638
|
|
|
$
|
498,308
|
|
|
$
|
423,089
|
|
Operating expenses
|
34,727
|
|
|
27,647
|
|
|
89,147
|
|
|
79,478
|
|
||||
Ground rent
|
3,744
|
|
|
4,677
|
|
|
10,670
|
|
|
9,841
|
|
||||
Real estate taxes
|
30,814
|
|
|
23,494
|
|
|
79,356
|
|
|
65,205
|
|
||||
Interest expense, net of interest income
|
51,789
|
|
|
51,430
|
|
|
147,876
|
|
|
147,152
|
|
||||
Amortization of deferred financing costs
|
7,155
|
|
|
3,473
|
|
|
17,667
|
|
|
9,628
|
|
||||
Transaction related costs
|
5,359
|
|
|
604
|
|
|
5,359
|
|
|
615
|
|
||||
Depreciation and amortization
|
56,890
|
|
|
38,144
|
|
|
132,035
|
|
|
109,022
|
|
||||
Total expenses
|
190,478
|
|
|
149,469
|
|
|
482,110
|
|
|
420,941
|
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
(248
|
)
|
|
(1,606
|
)
|
|
(1,081
|
)
|
||||
Net (loss) income before gain on sale
|
$
|
(6,257
|
)
|
|
$
|
921
|
|
|
$
|
14,592
|
|
|
$
|
1,067
|
|
Company's equity in net (loss) income from unconsolidated joint ventures
|
$
|
(3,968
|
)
|
|
$
|
3,627
|
|
|
$
|
11,969
|
|
|
$
|
10,651
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Deferred leasing
|
$
|
450,192
|
|
|
$
|
415,406
|
|
Less: accumulated amortization
|
(198,013
|
)
|
|
(175,486
|
)
|
||
Deferred costs, net
|
$
|
252,179
|
|
|
$
|
239,920
|
|
Property
|
|
Maturity
Date
|
|
Interest
Rate
(1)
|
|
September 30, 2016
|
|
December 31, 2015
|
|||||
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
Landmark Square
|
|
December 2016
|
|
4.00
|
%
|
|
$
|
78,236
|
|
|
$
|
79,562
|
|
FHLB Facility
|
|
January 2017
|
|
1.03
|
%
|
|
105,000
|
|
|
—
|
|
||
FHLB Facility
|
|
January 2017
|
|
0.80
|
%
|
|
100,000
|
|
|
—
|
|
||
485 Lexington Avenue
|
|
February 2017
|
|
5.61
|
%
|
|
450,000
|
|
|
450,000
|
|
||
762 Madison Avenue
|
|
February 2017
|
|
3.86
|
%
|
|
7,739
|
|
|
7,872
|
|
||
Unsecured Loan
|
|
June 2018
|
|
4.81
|
%
|
|
16,000
|
|
|
16,000
|
|
||
One Madison Avenue
|
|
May 2020
|
|
5.91
|
%
|
|
524,814
|
|
|
542,817
|
|
||
100 Church Street
|
|
July 2022
|
|
4.68
|
%
|
|
222,390
|
|
|
225,099
|
|
||
919 Third Avenue
(2)
|
|
June 2023
|
|
5.12
|
%
|
|
500,000
|
|
|
500,000
|
|
||
400 East 57th Street
(3)
|
|
February 2024
|
|
4.13
|
%
|
|
66,779
|
|
|
67,644
|
|
||
400 East 58th Street
|
|
February 2024
|
|
4.13
|
%
|
|
28,620
|
|
|
28,990
|
|
||
420 Lexington Avenue
|
|
October 2024
|
|
3.99
|
%
|
|
300,000
|
|
|
300,000
|
|
||
1515 Broadway
|
|
March 2025
|
|
3.93
|
%
|
|
892,457
|
|
|
900,000
|
|
||
Series J Preferred Units
(4)
|
|
April 2051
|
|
3.75
|
%
|
|
4,000
|
|
|
4,000
|
|
||
885 Third Avenue
(5)
|
|
|
|
6.26
|
%
|
|
267,650
|
|
|
267,650
|
|
||
11 Madison Avenue
(6)
|
|
|
|
|
|
—
|
|
|
1,400,000
|
|
|||
388-390 Greenwich Street
(7)
|
|
|
|
|
|
—
|
|
|
1,004,000
|
|
|||
500 West Putnam Avenue
(8)
|
|
|
|
|
|
—
|
|
|
22,376
|
|
|||
Total fixed rate debt
|
|
|
|
|
|
$
|
3,563,685
|
|
|
$
|
5,816,010
|
|
|
Floating Rate Debt:
|
|
|
|
|
|
|
|
|
|||||
FHLB Facility
|
|
December 2016
|
|
0.77
|
%
|
|
$
|
24,000
|
|
|
$
|
45,750
|
|
719 Seventh Avenue
|
|
February 2018
|
|
3.54
|
%
|
|
32,823
|
|
|
—
|
|
||
183, 187 Broadway & 5-7 Dey Street
|
|
May 2018
|
|
3.19
|
%
|
|
58,000
|
|
|
40,000
|
|
||
Master Repurchase Agreement
|
|
July 2018
|
|
3.01
|
%
|
|
134,642
|
|
|
253,424
|
|
||
1080 Amsterdam
|
|
November 2018
|
|
4.24
|
%
|
|
3,525
|
|
|
3,525
|
|
||
220 East 42nd Street
|
|
October 2020
|
|
2.09
|
%
|
|
275,000
|
|
|
275,000
|
|
||
One Vanderbilt Avenue
(9)
|
|
September 2021
|
|
4.03
|
%
|
|
—
|
|
|
—
|
|
||
600 Lexington Avenue
|
|
|
|
|
|
—
|
|
|
112,795
|
|
|||
388-390 Greenwich Street
(7)
|
|
|
|
|
|
—
|
|
|
446,000
|
|
|||
248-252 Bedford Avenue
(10)
|
|
|
|
|
|
|
—
|
|
|
29,000
|
|
||
Total floating rate debt
|
|
|
|
|
|
$
|
527,990
|
|
|
$
|
1,205,494
|
|
|
Total fixed rate and floating rate debt
|
|
|
|
|
|
$
|
4,091,675
|
|
|
$
|
7,021,504
|
|
|
Mortgages reclassed to liabilities related to assets held for sale
(3)(7)(10)
|
|
|
|
|
|
(66,779
|
)
|
|
(29,000
|
)
|
|||
Total mortgages and other loans payable
|
|
|
|
|
|
$
|
4,024,896
|
|
|
$
|
6,992,504
|
|
|
Deferred financing costs, net of amortization
|
|
|
|
|
|
(70,741
|
)
|
|
(110,584
|
)
|
|||
Total mortgages and other loans payable, net
|
|
|
|
|
|
$
|
3,954,155
|
|
|
$
|
6,881,920
|
|
(1)
|
Effective weighted average interest rate for the quarter ended
September 30, 2016
, taking into account interest rate hedges in effect during the period.
|
(2)
|
We own a
51.0%
controlling interest in the consolidated joint venture that is the borrower on this loan.
|
(3)
|
In October 2016, we closed on the sale of an interest in 400 East 57th Street. At September 30, 2016, this property was classified as a held for sale property and the related mortgage, net of deferred financing costs, net of amortization of
$2.1 million
, was included in liabilities related to assets held for sale.
|
(4)
|
In connection with the acquisition of a commercial real estate property, the Operating Partnership issued
$4.0 million
,
3.75%
Series J Preferred Units of limited partnership interest, or the Series J Preferred Units, with a mandatory liquidation preference of
$1,000
per unit. The Series J Preferred Units are accounted for as debt because they 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 provided for in the related agreement.
|
(5)
|
In February 2016, we closed on the sale of 885 Third Avenue. The sale did not meet the criteria for sale accounting and as a result the property remains on our consolidated balance sheet until the criteria is met. The maturity date of the mortgage on the property, which was assumed by the buyer, is July 2017.
|
(6)
|
In August 2016, we closed on the sale of a
40.0%
interest on 11 Madison Avenue. This property is now classified within unconsolidated joint ventures.
|
(7)
|
In June 2016, we closed on the sale of 388-390 Greenwich Street. At March 31, 2016, this property was classified as a held for sale property and the related mortgage, net of deferred financing costs, net of amortization of
$24.5 million
, was included in liabilities related to assets held for sale.
|
(8)
|
In January 2016, the mortgage was repaid.
|
(9)
|
In September 2016, we closed on a
$1.5 billion
construction facility in connection with the development of One Vanderbilt Avenue. This facility bears interest at
350
basis points over 30-day LIBOR, with reductions based on meeting certain conditions, and has an initial
five
-year term with
two
one
-year extension options. Advances under the loan are subject to incurred costs, funded equity, loan to value thresholds, and entering into construction contracts.
|
(10)
|
The property at 248-252 Bedford Avenue in Brooklyn, New York was sold in February 2016. At December 31, 2015 this property was held for sale and the related mortgage, net of deferred financing, net of amortization costs of
$0.9 million
, was included in liabilities related to assets held for sale.
|
Issuance
|
|
September 30,
2016 Unpaid Principal Balance |
|
September 30,
2016 Accreted Balance |
|
December 31,
2015
Accreted
Balance
|
|
Coupon
Rate
(1)
|
|
Effective
Rate
|
|
Term
(in Years)
|
|
Maturity Date
|
||||||||
October 12, 2010
(2)
|
|
$
|
345,000
|
|
|
$
|
330,754
|
|
|
$
|
321,130
|
|
|
3.00
|
%
|
|
3.00
|
%
|
|
7
|
|
October 2017
|
August 5, 2011
(3)
|
|
250,000
|
|
|
249,862
|
|
|
249,810
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
7
|
|
August 2018
|
|||
March 16, 2010
(3)
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
7.75
|
%
|
|
7.75
|
%
|
|
10
|
|
March 2020
|
|||
November 15, 2012
(3)
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
10
|
|
December 2022
|
|||
December 17, 2015
(3)
|
|
100,000
|
|
|
100,000
|
|
|
100,000
|
|
|
4.27
|
%
|
|
4.27
|
%
|
|
10
|
|
December 2025
|
|||
March 26, 2007
(4)
|
|
—
|
|
|
—
|
|
|
10,008
|
|
|
|
|
|
|
|
|
|
|||||
March 31, 2006
(5)
|
|
—
|
|
|
—
|
|
|
255,296
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$
|
1,145,000
|
|
|
$
|
1,130,616
|
|
|
$
|
1,386,244
|
|
|
|
|
|
|
|
|
|
||
Deferred financing costs, net
|
|
|
|
(6,163
|
)
|
|
(7,280
|
)
|
|
|
|
|
|
|
|
|
||||||
|
|
$
|
1,145,000
|
|
|
$
|
1,124,453
|
|
|
$
|
1,378,964
|
|
|
|
|
|
|
|
|
|
(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 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
12.5697
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. As a result of meeting specified events (as defined in the Indenture Agreement), these notes became exchangeable commencing January 1, 2016 and remained exchangeable through March 31, 2016. The notes are guaranteed by ROP. On the issuance date,
$78.3 million
of the debt balance was recorded in equity. As of
September 30, 2016
,
$14.2 million
remained to be amortized into the debt balance.
|
(3)
|
Issued by the Company, the Operating Partnership and ROP, as co-obligors.
|
(4)
|
Balance was repaid in September 2016.
|
(5)
|
Issued by ROP, balance was repaid in March 2016.
|
|
Scheduled
Amortization
|
|
Principal
|
|
Revolving
Credit
Facility
|
|
Unsecured Term Loan
|
|
Trust
Preferred
Securities
|
|
Senior
Unsecured
Notes
|
|
Total
|
|
Joint
Venture
Debt
|
||||||||||||||||
Remaining 2016
|
$
|
12,694
|
|
|
$
|
101,936
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
114,630
|
|
|
$
|
38,253
|
|
2017
|
53,467
|
|
|
930,329
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
345,000
|
|
|
1,328,796
|
|
|
534,720
|
|
||||||||
2018
|
56,320
|
|
|
244,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
551,310
|
|
|
41,933
|
|
||||||||
2019
|
62,048
|
|
|
—
|
|
|
—
|
|
|
1,183,000
|
|
|
—
|
|
|
—
|
|
|
1,245,048
|
|
|
554,686
|
|
||||||||
2020
|
44,162
|
|
|
679,531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
973,693
|
|
|
30,298
|
|
||||||||
Thereafter
|
124,818
|
|
|
1,781,380
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|
300,000
|
|
|
2,306,198
|
|
|
1,494,287
|
|
||||||||
|
$
|
353,509
|
|
|
$
|
3,738,166
|
|
|
$
|
—
|
|
|
$
|
1,183,000
|
|
|
$
|
100,000
|
|
|
$
|
1,145,000
|
|
|
$
|
6,519,675
|
|
|
$
|
2,694,177
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest expense before capitalized interest
|
$
|
78,715
|
|
|
$
|
92,244
|
|
|
$
|
276,437
|
|
|
$
|
261,343
|
|
Interest capitalized
|
(6,084
|
)
|
|
(7,327
|
)
|
|
(18,135
|
)
|
|
(23,496
|
)
|
||||
Interest income
|
(66
|
)
|
|
(776
|
)
|
|
(1,976
|
)
|
|
(2,153
|
)
|
||||
Interest expense, net
|
$
|
72,565
|
|
|
$
|
84,141
|
|
|
$
|
256,326
|
|
|
$
|
235,694
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Due from joint ventures
|
$
|
1,727
|
|
|
$
|
1,334
|
|
Other
|
13,113
|
|
|
9,316
|
|
||
Related party receivables
|
$
|
14,840
|
|
|
$
|
10,650
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Balance at beginning of period
|
$
|
424,206
|
|
|
$
|
469,524
|
|
Distributions
|
(9,245
|
)
|
|
(9,710
|
)
|
||
Issuance of common units
|
75,352
|
|
|
30,506
|
|
||
Redemption of common units
|
(12,746
|
)
|
|
(55,697
|
)
|
||
Net income
|
8,171
|
|
|
10,565
|
|
||
Accumulated other comprehensive income allocation
|
(257
|
)
|
|
(67
|
)
|
||
Fair value adjustment
|
4,959
|
|
|
(20,915
|
)
|
||
Balance at end of period
|
$
|
490,440
|
|
|
$
|
424,206
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Balance at beginning of period
|
$
|
282,516
|
|
|
$
|
71,115
|
|
Issuance of preferred units
|
22,793
|
|
|
211,601
|
|
||
Redemption of preferred units
|
(2,999
|
)
|
|
(200
|
)
|
||
Balance at end of period
|
$
|
302,310
|
|
|
$
|
282,516
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Numerator
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Basic Earnings:
|
|
|
|
|
|
|
|
||||||||
Income attributable to SL Green common stockholders
|
$
|
34,252
|
|
|
$
|
163,658
|
|
|
$
|
190,930
|
|
|
$
|
167,829
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
||||||||
Redemption of units to common shares
|
1,663
|
|
|
6,467
|
|
|
8,171
|
|
|
6,634
|
|
||||
Diluted Earnings:
|
|
|
|
|
|
|
|
||||||||
Income attributable to SL Green common stockholders
|
$
|
35,915
|
|
|
$
|
170,125
|
|
|
$
|
199,101
|
|
|
$
|
174,463
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Denominator
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Basic Shares:
|
|
|
|
|
|
|
|
||||
Weighted average common stock outstanding
|
100,233
|
|
|
99,621
|
|
|
100,140
|
|
|
99,205
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
||||
Operating Partnership units redeemable for common shares
|
4,497
|
|
|
3,901
|
|
|
4,272
|
|
|
3,924
|
|
Stock-based compensation plans
|
413
|
|
|
407
|
|
|
349
|
|
|
480
|
|
Diluted weighted average common stock outstanding
|
105,143
|
|
|
103,929
|
|
|
104,761
|
|
|
103,609
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Numerator
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Basic and Diluted Earnings:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to SLGOP common unitholders
|
$
|
35,915
|
|
|
$
|
170,125
|
|
|
$
|
199,101
|
|
|
$
|
174,463
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Denominator
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Basic units:
|
|
|
|
|
|
|
|
||||
Weighted average common units outstanding
|
104,730
|
|
|
103,522
|
|
|
104,412
|
|
|
103,129
|
|
Effect of Dilutive Securities:
|
|
|
|
|
|
|
|
||||
Stock-based compensation plans
|
413
|
|
|
407
|
|
|
349
|
|
|
480
|
|
Diluted weighted average common units outstanding
|
105,143
|
|
|
103,929
|
|
|
104,761
|
|
|
103,609
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||
Dividend yield
|
2.30
|
%
|
|
1.97
|
%
|
Expected life of option
|
4.2 years
|
|
|
3.6 years
|
|
Risk-free interest rate
|
1.08
|
%
|
|
1.43
|
%
|
Expected stock price volatility
|
29.08
|
%
|
|
32.34
|
%
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Options Outstanding
|
|
Weighted Average
Exercise Price
|
|
Options Outstanding
|
|
Weighted Average
Exercise Price
|
||||||||
Balance at beginning of period
|
$
|
1,595,007
|
|
|
$
|
95.52
|
|
|
$
|
1,462,726
|
|
|
$
|
87.98
|
|
Granted
|
109,500
|
|
|
99.65
|
|
|
389,836
|
|
|
112.54
|
|
||||
Exercised
|
(157,361
|
)
|
|
77.90
|
|
|
(217,438
|
)
|
|
74.69
|
|
||||
Lapsed or cancelled
|
(48,117
|
)
|
|
110.81
|
|
|
(40,117
|
)
|
|
98.61
|
|
||||
Balance at end of period
|
$
|
1,499,029
|
|
|
$
|
97.18
|
|
|
$
|
1,595,007
|
|
|
$
|
95.52
|
|
Options exercisable at end of period
|
794,797
|
|
|
$
|
90.29
|
|
|
589,055
|
|
|
$
|
89.85
|
|
||
Weighted average fair value of options granted during the period
|
$
|
2,258,336
|
|
|
|
|
|
$
|
9,522,613
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Balance at beginning of period
|
3,137,881
|
|
|
3,000,979
|
|
||
Granted
|
14,550
|
|
|
143,053
|
|
||
Cancelled
|
(34,600
|
)
|
|
(6,151
|
)
|
||
Balance at end of period
|
3,117,831
|
|
|
3,137,881
|
|
||
Vested during the period
|
83,822
|
|
|
87,081
|
|
||
Compensation expense recorded
|
$
|
5,275,799
|
|
|
$
|
7,540,747
|
|
Weighted average fair value of restricted stock granted during the period
|
$
|
1,613,846
|
|
|
$
|
16,061,201
|
|
|
Net unrealized (loss) gain on derivative instruments
(
1
)
|
|
SL Green’s share of joint venture net unrealized (loss) gain on derivative instruments
(
2
)
|
|
Unrealized gain (loss) on marketable securities
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
(10,160
|
)
|
|
$
|
(592
|
)
|
|
$
|
2,003
|
|
|
$
|
(8,749
|
)
|
Other comprehensive loss before reclassifications
|
(7,810
|
)
|
|
(7,409
|
)
|
|
(869
|
)
|
|
(16,088
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
7,862
|
|
|
2,901
|
|
|
—
|
|
|
10,763
|
|
||||
Balance at September 30, 2016
|
$
|
(10,108
|
)
|
|
$
|
(5,100
|
)
|
|
$
|
1,134
|
|
|
$
|
(14,074
|
)
|
(1)
|
Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of
September 30, 2016
and December 31,
2015
, the deferred net losses from these terminated hedges, which is included in accumulated other comprehensive loss relating to net unrealized loss on derivative instrument, was
$8.1 million
and
$9.7 million
, respectively.
|
(2)
|
Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net income from unconsolidated joint ventures in the respective consolidated statements of operations.
|
|
September 30, 2016
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
60,352
|
|
|
$
|
23,213
|
|
|
$
|
37,139
|
|
|
$
|
—
|
|
Interest rate cap and swap agreements (included in other assets)
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate cap and swap agreements (included in accrued interest payable and other liabilities)
|
$
|
2,127
|
|
|
$
|
—
|
|
|
$
|
2,127
|
|
|
$
|
—
|
|
Interest rate cap and swap agreements (included in liabilities related to assets held for sale)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2015
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
$
|
45,138
|
|
|
$
|
4,704
|
|
|
$
|
40,434
|
|
|
$
|
—
|
|
Interest rate cap and swap agreements (included in other assets)
|
$
|
204
|
|
|
$
|
—
|
|
|
$
|
204
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate cap and swap agreements (included in accrued interest payable and other liabilities)
|
$
|
10,776
|
|
|
$
|
—
|
|
|
$
|
10,776
|
|
|
$
|
—
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Value
(1)
|
|
Fair Value
|
|
Carrying Value
(1)
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Debt and preferred equity investments
|
$
|
1,453,234
|
|
|
(2)
|
|
$
|
1,670,020
|
|
|
(2)
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt
|
$
|
5,494,301
|
|
|
$
|
5,922,120
|
|
|
$
|
7,232,254
|
|
|
$
|
7,591,388
|
|
Variable rate debt
|
1,010,990
|
|
|
1,014,458
|
|
|
3,202,494
|
|
|
3,179,186
|
|
||||
|
$
|
6,505,291
|
|
|
$
|
6,936,578
|
|
|
$
|
10,434,748
|
|
|
$
|
10,770,574
|
|
(1)
|
Amounts exclude net deferred financing costs.
|
(2)
|
At
September 30, 2016
, debt and preferred equity investments had an estimated fair value ranging between
$1.5 billion
and
$1.6 billion
. At December 31, 2015, debt and preferred equity investments had an estimated fair value ranging between
$1.7 billion
and
$1.8 billion
.
|
|
Notional
Value
|
|
Strike
Rate
|
|
Effective
Date
|
|
Expiration
Date
|
|
Balance Sheet Location
|
|
Fair
Value
|
|||||
Interest Rate Swap
|
$
|
200,000
|
|
|
0.938
|
%
|
|
October 2014
|
|
December 2017
|
|
Other Liabilities
|
|
$
|
(551
|
)
|
Interest Rate Swap
|
150,000
|
|
|
0.940
|
%
|
|
October 2014
|
|
December 2017
|
|
Other Liabilities
|
|
(417
|
)
|
||
Interest Rate Swap
|
150,000
|
|
|
0.940
|
%
|
|
October 2014
|
|
December 2017
|
|
Other Liabilities
|
|
(417
|
)
|
||
Interest Rate Cap
|
117,392
|
|
|
6.000
|
%
|
|
October 2014
|
|
October 2016
|
|
Other Liabilities
|
|
—
|
|
||
Interest Rate Swap
|
14,409
|
|
|
0.500
|
%
|
|
January 2015
|
|
January 2017
|
|
Other Assets
|
|
4
|
|
||
Interest Rate Swap
|
8,018
|
|
|
0.852
|
%
|
|
February 2015
|
|
February 2017
|
|
Other Liabilities
|
|
(7
|
)
|
||
Interest Rate Cap
|
137,500
|
|
|
4.000
|
%
|
|
September 2015
|
|
September 2017
|
|
Other Assets
|
|
—
|
|
||
Interest Rate Cap
|
1,450,000
|
|
|
4.750
|
%
|
|
May 2016
|
|
May 2017
|
|
Other Assets
|
|
—
|
|
||
Interest Rate Swap
|
200,000
|
|
|
1.131
|
%
|
|
July 2016
|
|
July 2023
|
|
Other Liabilities
|
|
(361
|
)
|
||
Interest Rate Swap
|
100,000
|
|
|
1.161
|
%
|
|
July 2016
|
|
July 2023
|
|
Other Liabilities
|
|
(374
|
)
|
||
Interest Rate Cap
|
23,199
|
|
|
4.500
|
%
|
|
October 2016
|
|
October 2017
|
|
Other Assets
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(2,123
|
)
|
|
|
Amount of Gain
Recognized in Other Comprehensive Loss (Effective Portion) |
|
Location of (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
|
|
Amount of Loss
Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) |
|
Location of (Loss) or Gain Recognized in Income on Derivative
|
|
Amount of (Loss) Gain
Recognized into Income (Ineffective Portion) |
||||||||||||||||||
|
|
Three Months Ended September 30,
|
|
|
Three Months Ended September 30,
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||
Derivative
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
||||||||||||||
Interest Rate Swaps/Caps
|
|
$
|
(7
|
)
|
|
$
|
(6,921
|
)
|
|
Interest expense
|
|
$
|
1,442
|
|
|
$
|
2,737
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
Share of unconsolidated joint ventures' derivative instruments
|
|
(222
|
)
|
|
(1,526
|
)
|
|
Equity in net income from unconsolidated joint ventures
|
|
547
|
|
|
287
|
|
|
Equity in net income from unconsolidated joint ventures
|
|
830
|
|
|
(21
|
)
|
||||||
|
|
$
|
(229
|
)
|
|
$
|
(8,447
|
)
|
|
|
|
$
|
1,989
|
|
|
$
|
3,024
|
|
|
|
|
$
|
830
|
|
|
$
|
(52
|
)
|
|
|
Amount of Gain
Recognized in Other Comprehensive Loss (Effective Portion) |
|
Location of (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
|
|
Amount of Loss
Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) |
|
Location of (Loss) or Gain Recognized in Income on Derivative
|
|
Amount of Loss
Recognized into Income (Ineffective Portion) |
||||||||||||||||||
|
|
Nine Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
Derivative
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
||||||||||||||
Interest Rate Swaps/Caps
|
|
$
|
(8,112
|
)
|
|
$
|
(15,537
|
)
|
|
Interest expense
|
|
$
|
8,073
|
|
|
$
|
8,221
|
|
|
Interest expense
|
|
$
|
(38
|
)
|
|
$
|
(455
|
)
|
Share of unconsolidated joint ventures' derivative instruments
|
|
(5,992
|
)
|
|
(2,486
|
)
|
|
Equity in net income from unconsolidated joint ventures
|
|
1,465
|
|
|
949
|
|
|
Equity in net income from unconsolidated joint ventures
|
|
(206
|
)
|
|
(21
|
)
|
||||||
|
|
$
|
(14,104
|
)
|
|
$
|
(18,023
|
)
|
|
|
|
$
|
9,538
|
|
|
$
|
9,170
|
|
|
|
|
$
|
(244
|
)
|
|
$
|
(476
|
)
|
|
|
Capital lease
|
|
Non-cancellable
operating leases
|
||||
Remaining 2016
|
|
$
|
585
|
|
|
$
|
7,835
|
|
2017
|
|
2,387
|
|
|
31,374
|
|
||
2018
|
|
2,387
|
|
|
31,455
|
|
||
2019
|
|
2,411
|
|
|
31,716
|
|
||
2020
|
|
2,620
|
|
|
32,086
|
|
||
Thereafter
|
|
825,483
|
|
|
983,213
|
|
||
Total minimum lease payments
|
|
$
|
835,873
|
|
|
$
|
1,117,679
|
|
Amount representing interest
|
|
(793,922
|
)
|
|
|
|||
Capital lease obligations
|
|
$
|
41,951
|
|
|
|
|
|
Real Estate Segment
|
|
Debt and Preferred Equity Segment
|
|
Total Company
|
||||||
Total revenues
|
|
|
|
|
|
|
||||||
Three months ended:
|
|
|
|
|
|
|
||||||
September 30, 2016
|
|
$
|
335,652
|
|
|
$
|
81,029
|
|
|
$
|
416,681
|
|
September 30, 2015
|
|
375,623
|
|
|
56,443
|
|
|
432,066
|
|
|||
Nine months ended:
|
|
|
|
|
|
|
||||||
September 30, 2016
|
|
1,300,082
|
|
|
189,657
|
|
|
1,489,739
|
|
|||
September 30, 2015
|
|
1,085,870
|
|
|
151,569
|
|
|
1,237,439
|
|
|||
(Loss) Income from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain on sale of real estate, depreciable real estate reserves net of recoveries, and loss on sale of investment in marketable securities
|
|
|
|
|
|
|
|
|||||
Three months ended:
|
|
|
|
|
|
|
|
|||||
September 30, 2016
|
|
$
|
(33,613
|
)
|
|
$
|
76,334
|
|
|
$
|
42,721
|
|
September 30, 2015
|
|
(29,577
|
)
|
|
50,571
|
|
|
20,994
|
|
|||
Nine months ended:
|
|
|
|
|
|
|
|
|||||
September 30, 2016
|
|
(190,633
|
)
|
|
171,706
|
|
|
(18,927
|
)
|
|||
September 30, 2015
|
|
(96,333
|
)
|
|
129,605
|
|
|
33,272
|
|
|||
Total assets
|
|
|
|
|
|
|
|
|||||
As of:
|
|
|
|
|
|
|
|
|||||
September 30, 2016
|
|
$
|
13,992,319
|
|
|
$
|
1,798,623
|
|
|
$
|
15,790,942
|
|
December 31, 2015
|
|
17,814,787
|
|
|
1,912,859
|
|
|
19,727,646
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Income (Loss) from continuing operations before equity in net gain on sale of interest in unconsolidated joint venture/real estate, gain on sale of real estate, depreciable real estate reserves net of recoveries, and loss on sale of investment in marketable securities
|
|
$
|
42,721
|
|
|
$
|
20,994
|
|
|
$
|
(18,927
|
)
|
|
$
|
33,272
|
|
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
225
|
|
|
15,281
|
|
|
43,588
|
|
|
16,050
|
|
||||
Gain on sale of real estate, net
|
|
397
|
|
|
159,704
|
|
|
210,750
|
|
|
159,704
|
|
||||
Depreciable real estate reserves
|
|
—
|
|
|
(19,226
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
||||
Loss on sale of investment in marketable securities
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
||||
Income from continuing operations
|
|
43,343
|
|
|
176,753
|
|
|
224,941
|
|
|
189,800
|
|
||||
Net income from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
||||
Gain on sale of discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,983
|
|
||||
Net income
|
|
$
|
43,343
|
|
|
$
|
176,753
|
|
|
$
|
224,941
|
|
|
$
|
203,210
|
|
(1)
|
The weighted average occupancy for commercial properties represents the total occupied square feet divided by total acquisition square footage. The weighted average occupancy for residential properties represents the total occupied units divided by total available units.
|
(2)
|
As of
September 30, 2016
, we owned a building that was comprised of approximately
270,132
square feet (unaudited) of retail space and approximately
222,855
square feet (unaudited) of residential space. For the purpose of this report, we have included the building in the retail properties count and have bifurcated the square footage into the retail and residential components.
|
(3)
|
Includes the property at 400 East 57th Street, which is classified as held for sale at
September 30, 2016
.
|
|
|
Same-Store
|
|
Acquisition
|
|
Other
|
|
Consolidated
|
||||||||||||||||||||||||||||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Rental revenue
|
|
$
|
241.8
|
|
|
$
|
255.0
|
|
|
$
|
(13.2
|
)
|
|
(5.2
|
)%
|
|
$
|
35.4
|
|
|
$
|
13.8
|
|
|
$
|
4.3
|
|
|
$
|
49.7
|
|
|
$
|
281.5
|
|
|
$
|
318.5
|
|
|
$
|
(37.0
|
)
|
|
(11.6
|
)%
|
Escalation and reimbursement
|
|
49.7
|
|
|
44.8
|
|
|
4.9
|
|
|
10.9
|
%
|
|
3.1
|
|
|
2.2
|
|
|
0.3
|
|
|
1.3
|
|
|
53.1
|
|
|
48.3
|
|
|
4.8
|
|
|
9.9
|
%
|
||||||||||
Investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
75.4
|
|
|
49.3
|
|
|
75.4
|
|
|
49.3
|
|
|
26.1
|
|
|
52.9
|
%
|
||||||||||
Other income
|
|
1.8
|
|
|
4.8
|
|
|
(3.0
|
)
|
|
(62.5
|
)%
|
|
0.2
|
|
|
2.7
|
|
|
4.7
|
|
|
8.5
|
|
|
6.7
|
|
|
16.0
|
|
|
(9.3
|
)
|
|
(58.1
|
)%
|
||||||||||
Total revenues
|
|
293.3
|
|
|
304.6
|
|
|
(11.3
|
)
|
|
(3.7
|
)%
|
|
38.7
|
|
|
18.7
|
|
|
84.7
|
|
|
108.8
|
|
|
416.7
|
|
|
432.1
|
|
|
(15.4
|
)
|
|
(3.6
|
)%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Property operating expenses
|
|
139.5
|
|
|
134.8
|
|
|
4.7
|
|
|
3.5
|
%
|
|
9.3
|
|
|
3.5
|
|
|
3.1
|
|
|
9.6
|
|
|
151.9
|
|
|
147.9
|
|
|
4.0
|
|
|
2.7
|
%
|
||||||||||
Transaction related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
0.1
|
|
|
7.2
|
|
|
2.5
|
|
|
(1.4
|
)
|
|
2.6
|
|
|
5.8
|
|
|
(3.2
|
)
|
|
(55.2
|
)%
|
||||||||||
Marketing, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
25.4
|
|
|
23.5
|
|
|
25.4
|
|
|
23.5
|
|
|
1.9
|
|
|
8.1
|
%
|
||||||||||
|
|
139.5
|
|
|
134.8
|
|
|
4.7
|
|
|
3.5
|
%
|
|
9.4
|
|
|
10.7
|
|
|
31.0
|
|
|
31.7
|
|
|
179.9
|
|
|
177.2
|
|
|
2.7
|
|
|
1.5
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Operating income
|
|
$
|
153.8
|
|
|
$
|
169.8
|
|
|
$
|
(16.0
|
)
|
|
(9.4
|
)%
|
|
$
|
29.3
|
|
|
$
|
8.0
|
|
|
$
|
53.7
|
|
|
$
|
77.1
|
|
|
$
|
236.8
|
|
|
$
|
254.9
|
|
|
$
|
(18.1
|
)
|
|
(7.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest expense and amortization of deferred financing costs, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(77.4
|
)
|
|
(91.3
|
)
|
|
13.9
|
|
|
(15.2
|
)%
|
||||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(112.7
|
)
|
|
(146.2
|
)
|
|
33.5
|
|
|
(22.9
|
)%
|
||||||||||||||||||
Equity in net (loss) income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4.0
|
)
|
|
3.6
|
|
|
(7.6
|
)
|
|
(211.1
|
)%
|
||||||||||||||||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
15.3
|
|
|
(15.1
|
)
|
|
(98.7
|
)%
|
||||||||||||||||||
Gain on sale of real estate, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
159.7
|
|
|
(159.3
|
)
|
|
(99.7
|
)%
|
||||||||||||||||||
Depreciable real estate reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(19.2
|
)
|
|
19.2
|
|
|
100.0
|
%
|
||||||||||||||||||
Loss on sale of investment in marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.0
|
%
|
||||||||||||||||||
Income from continuing operation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43.3
|
|
|
176.8
|
|
|
(133.5
|
)
|
|
(75.5
|
)%
|
||||||||||||||||||
Net income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||||||||||||
Gain on sale of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
43.3
|
|
|
$
|
176.8
|
|
|
$
|
(133.5
|
)
|
|
(75.5
|
)%
|
(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
$59.69
per rentable square feet for
337,519
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$73.22
per rentable square feet for
1,085,757
rentable square feet.
|
(5)
|
Average starting office rent excluding new tenants replacing vacancies was
$39.50
per rentable square feet for
31,974
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$35.40
per rentable square feet for
77,869
rentable square feet.
|
|
|
Same-Store
|
|
Acquisition
|
|
Other
|
|
Consolidated
|
||||||||||||||||||||||||||||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Rental revenue
|
|
$
|
762.2
|
|
|
$
|
751.6
|
|
|
$
|
10.6
|
|
|
1.4
|
%
|
|
$
|
131.2
|
|
|
$
|
19.1
|
|
|
$
|
150.5
|
|
|
$
|
155.3
|
|
|
$
|
1,043.9
|
|
|
$
|
926.0
|
|
|
$
|
117.9
|
|
|
12.7
|
%
|
Escalation and reimbursement
|
|
133.1
|
|
|
123.3
|
|
|
9.8
|
|
|
7.9
|
%
|
|
13.0
|
|
|
2.4
|
|
|
1.3
|
|
|
4.9
|
|
|
147.4
|
|
|
130.6
|
|
|
16.8
|
|
|
12.9
|
%
|
||||||||||
Investment income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
174.3
|
|
|
136.6
|
|
|
174.3
|
|
|
136.6
|
|
|
37.7
|
|
|
27.6
|
%
|
||||||||||
Other income
|
|
5.3
|
|
|
19.9
|
|
|
(14.6
|
)
|
|
(73.4
|
)%
|
|
1.0
|
|
|
6.7
|
|
|
117.8
|
|
|
17.6
|
|
|
124.1
|
|
|
44.2
|
|
|
79.9
|
|
|
180.8
|
%
|
||||||||||
Total revenues
|
|
900.6
|
|
|
894.8
|
|
|
5.8
|
|
|
0.6
|
%
|
|
145.2
|
|
|
28.2
|
|
|
443.9
|
|
|
314.4
|
|
|
1,489.7
|
|
|
1,237.4
|
|
|
252.3
|
|
|
20.4
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Property operating expenses
|
|
401.1
|
|
|
390.9
|
|
|
10.2
|
|
|
2.6
|
%
|
|
34.1
|
|
|
4.6
|
|
|
12.0
|
|
|
27.6
|
|
|
447.2
|
|
|
423.1
|
|
|
24.1
|
|
|
5.7
|
%
|
||||||||||
Transaction related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
0.7
|
|
|
7.5
|
|
|
5.3
|
|
|
2.5
|
|
|
6.0
|
|
|
10.0
|
|
|
(4.0
|
)
|
|
(40.0
|
)%
|
||||||||||
Marketing, general and administrative
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
74.0
|
|
|
72.1
|
|
|
74.0
|
|
|
72.1
|
|
|
1.9
|
|
|
2.6
|
%
|
||||||||||
|
|
401.1
|
|
|
390.9
|
|
|
10.2
|
|
|
2.6
|
%
|
|
34.8
|
|
|
12.1
|
|
|
91.3
|
|
|
102.2
|
|
|
527.2
|
|
|
505.2
|
|
|
22.0
|
|
|
4.4
|
%
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Operating income
|
|
$
|
499.5
|
|
|
$
|
503.9
|
|
|
$
|
(4.4
|
)
|
|
(0.9
|
)%
|
|
$
|
110.4
|
|
|
$
|
16.1
|
|
|
$
|
352.6
|
|
|
$
|
212.2
|
|
|
$
|
962.5
|
|
|
$
|
732.2
|
|
|
$
|
230.3
|
|
|
31.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest expense and amortization of deferred financing costs, net of interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(276.5
|
)
|
|
(255.4
|
)
|
|
(21.1
|
)
|
|
8.3
|
%
|
|||||||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(717.0
|
)
|
|
(454.1
|
)
|
|
(262.9
|
)
|
|
57.9
|
%
|
||||||||||||||||||
Equity in net income from unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.0
|
|
|
10.6
|
|
|
1.4
|
|
|
13.2
|
%
|
||||||||||||||||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43.6
|
|
|
16.0
|
|
|
27.6
|
|
|
172.5
|
%
|
||||||||||||||||||
Gain on sale of real estate, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210.8
|
|
|
159.7
|
|
|
51.1
|
|
|
32.0
|
%
|
||||||||||||||||||
Depreciable real estate reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.4
|
)
|
|
(19.2
|
)
|
|
8.8
|
|
|
(45.8
|
)%
|
||||||||||||||||||
Loss on sale of investment in marketable securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(100.0
|
)%
|
||||||||||||||||||
Income from continuing operation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224.9
|
|
|
189.8
|
|
|
35.1
|
|
|
18.5
|
%
|
||||||||||||||||||
Net income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
(100.0
|
)%
|
||||||||||||||||||
Gain on sale of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
13.0
|
|
|
(13.0
|
)
|
|
(100.0
|
)%
|
||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
224.9
|
|
|
$
|
203.2
|
|
|
$
|
21.7
|
|
|
10.7
|
%
|
|
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 year
|
1,395,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Properties placed in service
|
235,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Space which became available during the year
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
• Office
|
791,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Retail
|
74,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Storage
|
13,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
879,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total space available
|
2,510,842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Leased space commenced during the year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
• Office
(4)
|
1,376,774
|
|
|
1,475,799
|
|
|
$
|
69.18
|
|
|
$
|
60.60
|
|
|
$
|
56.33
|
|
|
7.1
|
|
|
10.6
|
• Retail
|
71,861
|
|
|
84,463
|
|
|
$
|
162.54
|
|
|
$
|
119.40
|
|
|
$
|
53.77
|
|
|
5.8
|
|
|
16.6
|
• Storage
|
30,604
|
|
|
30,940
|
|
|
$
|
23.97
|
|
|
$
|
25.59
|
|
|
$
|
38.45
|
|
|
14.9
|
|
|
12.6
|
Total leased space commenced
|
1,479,239
|
|
|
1,591,202
|
|
|
$
|
73.25
|
|
|
$
|
61.90
|
|
|
$
|
55.85
|
|
|
7.2
|
|
|
11.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total available space at end of year
|
1,031,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Early renewals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
• Office
|
1,561,150
|
|
|
1,678,965
|
|
|
$
|
73.43
|
|
|
$
|
56.96
|
|
|
$
|
31.12
|
|
|
3.5
|
|
|
10.7
|
• Retail
|
59,800
|
|
|
63,963
|
|
|
$
|
127.14
|
|
|
$
|
101.93
|
|
|
$
|
37.13
|
|
|
0.6
|
|
|
11.9
|
• Storage
|
13,757
|
|
|
10,496
|
|
|
$
|
20.70
|
|
|
$
|
53.41
|
|
|
$
|
—
|
|
|
0.2
|
|
|
17.7
|
Total early renewals
|
1,634,707
|
|
|
1,753,424
|
|
|
$
|
75.07
|
|
|
$
|
58.57
|
|
|
$
|
31.15
|
|
|
3.4
|
|
|
10.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total commenced leases, including replaced previous vacancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
• Office
|
|
|
|
3,154,764
|
|
|
$
|
71.44
|
|
|
$
|
58.01
|
|
|
$
|
42.91
|
|
|
5.2
|
|
|
10.7
|
• Retail
|
|
|
|
148,426
|
|
|
$
|
147.29
|
|
|
$
|
105.65
|
|
|
$
|
46.60
|
|
|
3.6
|
|
|
14.6
|
• Storage
|
|
|
|
41,436
|
|
|
$
|
23.14
|
|
|
$
|
47.40
|
|
|
$
|
28.71
|
|
|
11.1
|
|
|
13.9
|
Total commenced leases
|
|
|
|
3,344,626
|
|
|
$
|
74.21
|
|
|
$
|
59.53
|
|
|
$
|
42.90
|
|
|
5.2
|
|
|
10.9
|
(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
$64.92
per rentable square feet for
685,017
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$70.96
per rentable square feet for
2,363,982
rentable square feet.
|
(5)
|
Average starting office rent excluding new tenants replacing vacancies was
$34.17
per rentable square feet for
134,535
rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was
$37.48
per rentable square feet for
380,812
rentable square feet.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
Rental revenues
|
|
$
|
291.5
|
|
|
$
|
299.8
|
|
|
$
|
(8.3
|
)
|
|
(2.8
|
)%
|
|
$
|
895.3
|
|
|
$
|
875.0
|
|
|
$
|
20.3
|
|
|
2.3
|
%
|
Other income
|
|
1.8
|
|
|
4.8
|
|
|
(3.0
|
)
|
|
(62.5
|
)%
|
|
5.3
|
|
|
19.9
|
|
|
(14.6
|
)
|
|
(73.4
|
)%
|
||||||
Total revenues
|
|
293.3
|
|
|
304.6
|
|
|
(11.3
|
)
|
|
(3.7
|
)%
|
|
900.6
|
|
|
894.9
|
|
|
5.7
|
|
|
0.6
|
%
|
||||||
Property operating expenses
|
|
139.5
|
|
|
134.8
|
|
|
4.7
|
|
|
3.5
|
%
|
|
401.1
|
|
|
391.0
|
|
|
10.1
|
|
|
2.6
|
%
|
||||||
Operating income
|
|
153.8
|
|
|
169.8
|
|
|
(16.0
|
)
|
|
(9.4
|
)%
|
|
499.5
|
|
|
503.9
|
|
|
(4.4
|
)
|
|
(0.9
|
)%
|
||||||
Less: Non-building NOI
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
25.0
|
%
|
|
(1.6
|
)
|
|
(1.1
|
)
|
|
(0.5
|
)
|
|
45.5
|
%
|
||||||
Same-Store NOI
|
|
153.3
|
|
|
169.4
|
|
|
(16.1
|
)
|
|
(9.5
|
)%
|
|
497.9
|
|
|
502.8
|
|
|
(4.9
|
)
|
|
(1.0
|
)%
|
||||||
Free rent (net of amortization)
|
|
2.7
|
|
|
1.8
|
|
|
0.9
|
|
|
50.0
|
%
|
|
4.1
|
|
|
7.3
|
|
|
(3.2
|
)
|
|
(43.8
|
)%
|
||||||
Straight-line revenue & other adjustments
|
|
8.5
|
|
|
7.6
|
|
|
0.9
|
|
|
11.8
|
%
|
|
25.2
|
|
|
29.5
|
|
|
(4.3
|
)
|
|
(14.6
|
)%
|
||||||
Rental Income - FAS 141
|
|
(7.2
|
)
|
|
5.3
|
|
|
(12.5
|
)
|
|
(235.8
|
)%
|
|
0.3
|
|
|
13.2
|
|
|
(12.9
|
)
|
|
(97.7
|
)%
|
||||||
Ground lease straight-line adjustment
|
|
0.4
|
|
|
0.5
|
|
|
(0.1
|
)
|
|
(20.0
|
)%
|
|
1.4
|
|
|
1.4
|
|
|
—
|
|
|
—
|
%
|
||||||
Allowance for straight-line tenant credit loss
|
|
8.4
|
|
|
0.2
|
|
|
8.2
|
|
|
4,100.0
|
%
|
|
10.3
|
|
|
(1.4
|
)
|
|
11.7
|
|
|
(835.7
|
)%
|
||||||
Cash NOI
|
|
$
|
158.1
|
|
|
$
|
155.4
|
|
|
$
|
2.7
|
|
|
1.7
|
%
|
|
$
|
480.0
|
|
|
$
|
452.8
|
|
|
$
|
27.2
|
|
|
6.0
|
%
|
(1)
|
Cash flow from operations;
|
(2)
|
Cash on hand;
|
(3)
|
Borrowings under the 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 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Property mortgages and other loans
|
$
|
90,630
|
|
|
$
|
778,796
|
|
|
$
|
166,668
|
|
|
$
|
62,048
|
|
|
$
|
723,693
|
|
|
$
|
1,906,198
|
|
|
$
|
3,728,033
|
|
MRA and FHLB facilities
|
24,000
|
|
|
205,000
|
|
|
134,642
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363,642
|
|
|||||||
Corporate obligations
|
—
|
|
|
345,000
|
|
|
250,000
|
|
|
1,183,000
|
|
|
250,000
|
|
|
400,000
|
|
|
2,428,000
|
|
|||||||
Joint venture debt-our share
|
38,253
|
|
|
534,720
|
|
|
41,933
|
|
|
554,686
|
|
|
30,298
|
|
|
1,494,287
|
|
|
2,694,177
|
|
|||||||
Total
|
$
|
152,883
|
|
|
$
|
1,863,516
|
|
|
$
|
593,243
|
|
|
$
|
1,799,734
|
|
|
$
|
1,003,991
|
|
|
$
|
3,800,485
|
|
|
$
|
9,213,852
|
|
|
Nine Months Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
Increase
(Decrease)
|
||||||
Net cash provided by operating activities
|
$
|
508,792
|
|
|
$
|
322,999
|
|
|
$
|
185,793
|
|
Net cash provided by investing activities
|
$
|
2,405,173
|
|
|
$
|
(1,986,426
|
)
|
|
$
|
4,391,599
|
|
Net cash used in financing activities
|
$
|
(2,763,468
|
)
|
|
$
|
1,626,378
|
|
|
$
|
(4,389,846
|
)
|
Acquisitions of real estate property
|
$
|
2,536,682
|
|
Additions to land, buildings and improvements
|
(49,422
|
)
|
|
Escrowed cash—capital improvements/acquisition deposits/deferred purchase price
|
203,009
|
|
|
Investments in unconsolidated joint ventures
|
58,361
|
|
|
Distributions in excess of cumulative earnings from unconsolidated joint ventures
|
82,413
|
|
|
Net proceeds from disposition of real estate/joint venture interest
|
1,347,666
|
|
|
Proceeds from sale of marketable securities
|
6,436
|
|
|
Purchases of marketable securities
|
(15,293
|
)
|
|
Other investments
|
20,126
|
|
|
Origination of debt and preferred equity investments
|
(93,546
|
)
|
|
Repayments or redemption of debt and preferred equity investments
|
295,167
|
|
|
Net cash provided by investing activities
|
$
|
4,391,599
|
|
Proceeds from mortgages and other loans payable
|
$
|
(1,449,811
|
)
|
Repayments of mortgages and other loans payable
|
(1,104,748
|
)
|
|
Proceeds from revolving credit facility and senior unsecured notes
|
(869,700
|
)
|
|
Repayments of revolving credit facility and senior unsecured notes
|
(803,597
|
)
|
|
Proceeds from stock options exercised and DRIP issuance
|
(99,995
|
)
|
|
Proceeds from sale of common stock
|
(124,794
|
)
|
|
Redemption of preferred stock
|
(2,799
|
)
|
|
Distributions to noncontrolling interests in other partnerships
|
102,572
|
|
|
Contributions from noncontrolling interests in other partnerships
|
(9,912
|
)
|
|
Distributions to noncontrolling interests in the Operating Partnership
|
(2,228
|
)
|
|
Dividends paid on common and preferred stock
|
(42,881
|
)
|
|
Other obligations related to mortgage loan participations
|
34,150
|
|
|
Deferred loan costs and capitalized lease obligation
|
(16,103
|
)
|
|
Decrease in net cash used in financing activities
|
$
|
(4,389,846
|
)
|
Debt Summary:
|
September 30, 2016
|
|
December 31, 2015
|
||||
Balance
|
|
|
|
||||
Fixed rate
|
$
|
4,686,562
|
|
|
$
|
6,190,382
|
|
Variable rate—hedged
|
807,739
|
|
|
1,041,872
|
|
||
Total fixed rate
|
5,494,301
|
|
|
7,232,254
|
|
||
Variable rate
|
(293,370
|
)
|
|
2,023,719
|
|
||
Variable rate—supporting variable rate assets
|
1,304,360
|
|
|
1,178,775
|
|
||
Total variable rate
|
1,010,990
|
|
|
3,202,494
|
|
||
Total
|
$
|
6,505,291
|
|
|
$
|
10,434,748
|
|
Percent of Total Debt
:
|
|
|
|
||||
Fixed rate
|
84.5
|
%
|
|
69.3
|
%
|
||
Variable rate
|
15.5
|
%
|
|
30.7
|
%
|
||
Total
|
100.0
|
%
|
|
100.0
|
%
|
||
Effective Interest Rate for the Year:
|
|
|
|
||||
Fixed rate
|
4.38
|
%
|
|
4.63
|
%
|
||
Variable rate
|
2.06
|
%
|
|
1.74
|
%
|
||
Effective interest rate
|
3.79
|
%
|
|
3.78
|
%
|
Issuance
|
|
September 30,
2016
Unpaid
Principal
Balance
|
|
September 30,
2016
Accreted
Balance
|
|
December 31,
2015
Accreted
Balance
|
|
Coupon
Rate
(1)
|
|
Effective
Rate
|
|
Term
(in Years)
|
|
Maturity Date
|
||||||||
October 12, 2010
(2)
|
|
$
|
345,000
|
|
|
$
|
330,754
|
|
|
$
|
321,130
|
|
|
3.00
|
%
|
|
3.00
|
%
|
|
7
|
|
October 2017
|
August 5, 2011
(3)
|
|
250,000
|
|
|
249,862
|
|
|
249,810
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
7
|
|
August 2018
|
|||
March 16, 2010
(3)
|
|
250,000
|
|
|
250,000
|
|
|
250,000
|
|
|
7.75
|
%
|
|
7.75
|
%
|
|
10
|
|
March 2020
|
|||
November 15, 2012
(3)
|
|
200,000
|
|
|
200,000
|
|
|
200,000
|
|
|
4.50
|
%
|
|
4.50
|
%
|
|
10
|
|
December 2022
|
|||
December 17, 2015
(3)
|
|
100,000
|
|
|
100,000
|
|
|
100,000
|
|
|
4.27
|
%
|
|
4.27
|
%
|
|
10
|
|
December 2025
|
|||
March 26, 2007
(4)
|
|
—
|
|
|
—
|
|
|
10,008
|
|
|
|
|
|
|
|
|
|
|||||
March 31, 2006
(5)
|
|
—
|
|
|
—
|
|
|
255,296
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$
|
1,145,000
|
|
|
$
|
1,130,616
|
|
|
$
|
1,386,244
|
|
|
|
|
|
|
|
|
|
||
Deferred financing costs, net
|
|
|
|
$
|
(6,163
|
)
|
|
$
|
(7,280
|
)
|
|
|
|
|
|
|
|
|
||||
|
|
$
|
1,145,000
|
|
|
$
|
1,124,453
|
|
|
$
|
1,378,964
|
|
|
|
|
|
|
|
|
|
(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 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
12.5697
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. As a result of meeting specified events (as defined in the Indenture Agreement), these notes became exchangeable commencing January 1, 2016 and will remain exchangeable through
September 30, 2016
. The notes are guaranteed by ROP. On the issuance date,
$78.3 million
of the debt balance was recorded in equity. As of
September 30, 2016
,
$14.2 million
remained to be amortized into the debt balance.
|
(3)
|
Issued by the Company, the Operating Partnership and ROP, as co-obligors.
|
(4)
|
Balance was repaid in September 2016.
|
(5)
|
Issued by ROP, balance was repaid in March 2016.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income attributable to SL Green common stockholders
|
$
|
34,252
|
|
|
$
|
163,658
|
|
|
$
|
190,930
|
|
|
$
|
167,829
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
112,665
|
|
|
146,185
|
|
|
717,015
|
|
|
454,087
|
|
||||
Joint venture depreciation and noncontrolling interest adjustments
|
23,349
|
|
|
10,796
|
|
|
42,191
|
|
|
23,853
|
|
||||
Net income attributable to noncontrolling interests
|
2,499
|
|
|
7,132
|
|
|
14,416
|
|
|
19,851
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Gain on sale of real estate and discontinued operations
|
397
|
|
|
159,704
|
|
|
210,750
|
|
|
172,687
|
|
||||
Equity in net gain on sale of interest in unconsolidated joint venture/real estate
|
225
|
|
|
15,281
|
|
|
43,588
|
|
|
16,050
|
|
||||
Depreciation on non-rental real estate assets
|
509
|
|
|
500
|
|
|
1,505
|
|
|
1,525
|
|
||||
Depreciable real estate reserves
|
—
|
|
|
(19,226
|
)
|
|
(10,387
|
)
|
|
(19,226
|
)
|
||||
Funds from Operations attributable to SL Green common stockholders and noncontrolling interests
|
$
|
171,634
|
|
|
$
|
171,512
|
|
|
$
|
719,096
|
|
|
$
|
494,584
|
|
Cash flows provided by operating activities
|
$
|
135,414
|
|
|
$
|
89,540
|
|
|
$
|
508,792
|
|
|
$
|
322,999
|
|
Cash flows used in investing activities
|
$
|
278,426
|
|
|
$
|
(1,728,493
|
)
|
|
$
|
2,405,173
|
|
|
$
|
(1,986,426
|
)
|
Cash flows provided by financing activities
|
$
|
(284,170
|
)
|
|
$
|
1,667,417
|
|
|
$
|
(2,763,468
|
)
|
|
$
|
1,626,378
|
|
•
|
the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;
|
•
|
dependence upon certain geographic markets;
|
•
|
risks of real estate acquisitions, dispositions, developments and redevelopment, 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 threat of terrorist attacks;
|
•
|
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
|
|
Twenty-fifth Amendment to the first Amended and Restated Agreement of Limited Partnership of SL Green Operating Partnership L.P., filed herewith.
|
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 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 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.
|
101.10
|
|
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 September 30, 2016, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (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:
|
|
SL Green Realty Corp.
|
|
|
|
|
|
|
|
|
|
/s/ Matthew J. DiLiberto
|
Dated: November 9, 2016
|
|
By:
|
|
Matthew J. DiLiberto
Chief Financial Officer
|
Signatures
|
Title
|
Date
|
|
|
|
/s/ Stephen L. Green
|
Chairman of the Board of Directors of
SL Green, the sole general partner of
the Operating Partnership
|
November 9, 2016
|
Stephen L. Green
|
||
|
|
|
/s/ Marc Holliday
|
Chief Executive Officer and Director of
SL Green, the sole general partner of the Operating Partnership (Principal Executive Officer) |
November 9, 2016
|
Marc Holliday
|
||
|
|
|
/s/ Andrew W. Mathias
|
President and Director of SL Green, the sole general partner of the Operating Partnership
|
November 9, 2016
|
Andrew W. Mathias
|
||
|
|
|
/s/ Matthew J. DiLiberto
|
Chief Financial Officer of
SL Green, the sole general partner of
the Operating Partnership (Principal Financial and Accounting Officer)
|
November 9, 2016
|
Matthew J. DiLiberto
|
||
|
|
|
/s/ John H. Alschuler, Jr.
|
Director of SL Green, the sole general
partner of the Operating Partnership
|
November 9, 2016
|
John H. Alschuler, Jr.
|
||
|
|
|
/s/ Edwin T. Burton, III
|
Director of SL Green, the sole general
partner of the Operating Partnership
|
November 9, 2016
|
Edwin T. Burton, III
|
||
|
|
|
/s/ John S. Levy
|
Director of SL Green, the sole general
partner of the Operating Partnership
|
November 9, 2016
|
John S. Levy
|
||
|
|
|
/s/ Craig M. Hatkoff
|
Director of SL Green, the sole general
partner of the Operating Partnership
|
November 9, 2016
|
Craig M. Hatkoff
|
||
|
|
|
/s/ Betsy S. Atkins
|
Director of SL Green, the sole general
partner of the Operating Partnership |
November 9, 2016
|
Betsy S. Atkins
|
|
|
|
|
|
|
|
SL GREEN OPERATING PARTNERSHIP, L.P.
|
||
|
|
|
|
|
|
|
By:
|
|
/s/ Matthew J. DiLiberto
|
Dated: November 9, 2016
|
|
|
|
Matthew J. DiLiberto
Chief Financial Officer
|
|
GENERAL PARTNER:
|
||
|
|
||
|
SL GREEN REALTY CORP.
|
||
|
|
||
|
|
||
|
By:
|
/s/ Andrew S. Levine
|
|
|
|
Name:
|
Andrew S. Levine
|
|
|
Title:
|
Executive Vice President
|
1.
|
Vesting
.
|
A.
|
Vesting, Generally
. Class O LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement (as defined in Exhibit F-1). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the terms of any plan pursuant to which the Class O LTIP Units are issued, if applicable. Class O LTIP Units that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “
Vested Class O LTIP Units
”; all other Class O LTIP Units are referred to as “
Unvested Class O LTIP Units
.” Subject to the terms of any Vesting Agreement, a holder of Class O LTIP Units shall be entitled to transfer his or her Class O LTIP Units to the same extent, and subject to the same restrictions as holders of Class A Units are entitled to transfer their Class A Units pursuant to Article XI of the Agreement.
|
B.
|
Forfeiture or Transfer of Unvested Class O LTIP Units
. Unless otherwise specified in the relevant Vesting Agreement, upon the occurrence of any event specified in a Vesting Agreement as resulting in either the forfeiture of any Class O LTIP Units, or the right of the Partnership or the General Partner to repurchase Class O LTIP Units at a specified purchase price, then upon the occurrence of the circumstances resulting in such forfeiture or if the Partnership or the General Partner exercises such right to repurchase, then the relevant Class O LTIP Units shall immediately, and without any further action, be treated as cancelled or transferred to the General Partner, as applicable, and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, no consideration or other payment shall be due with respect to any Class O LTIP Units that have been forfeited, other than any distributions declared with a record date prior to the effective date of the forfeiture. In connection with any forfeiture or repurchase of Class O LTIP Units, the balance of the portion of the Capital Account of the holder that is attributable to all of his or her Class O LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 6.1.E of the Agreement
,
calculated with respect to the holder’s remaining Class O LTIP Units, if any
|
C.
|
Legend
. Any certificate evidencing a Class O LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions on transfer, including without limitation any Vesting Agreement, apply to the Class O LTIP Unit.
|
2.
|
Distributions
.
|
A.
|
Class O LTIP Unit Distributions
. In the event that the Partnership makes a distribution to the holders of Class A Units and the record date for determining the Partners eligible to receive such distributions is on or after the Distribution Participation Date for a Class O LTIP Unit, the holder of such Class O LTIP Unit shall be entitled to receive, if, when and as authorized by the General Partner out of funds legally available for the payment of distributions, a distribution in an amount per unit equal to the product of (A) the Class O LTIP Unit Sharing Percentage and (B) the amount per Class A Unit of such distribution. Such distributions shall be payable on such dates and in such manner as may be authorized by the General Partner (any such payment date, a “
Distribution Payment Date
”); provided that the Distribution Payment Date and the record date for determining which holders of Class O LTIP Units are entitled to receive a distribution shall be the same as the corresponding dates relating to the corresponding distribution on the Class A Units.
|
B.
|
Distribution Participation Date
. The “
Distribution Participation Date
” for each Class O LTIP Unit will be such date as may be specified in the Vesting Agreement or other documentation pursuant to which such Class
|
C.
|
Class O LTIP Unit Special Distributions
. As of the Distribution Participation Date for a Class O LTIP Unit that is not forfeited on or prior to such Distribution Participation Date, the holder of such Class O LTIP Unit (regardless of any conversion or other disposition of their Class O LTIP Units) will be entitled to receive a special distribution (the “
Class O LTIP Unit Special Distribution
”) with respect to such unit equal to the Class O LTIP Unit Special Distribution Amount for such unit. The “
Class O LTIP Unit Special Distribution Amount
” with respect to a Class O LTIP Unit equals (i) the amount of cash distributions per unit that were paid on the Class A Units that had record dates for determining the Partners eligible to receive such distributions on or after the date of the issuance of such Class O LTIP Unit (or such other date as is specified as the “
Distribution Measurement Date
” in the Vesting Agreement or other documentation pursuant to which such Class O LTIP Unit is issued) and prior to the Distribution Participation Date for such Class O LTIP Unit multiplied by (ii) the Class O LTIP Unit Sharing Percentage for such Class O LTIP Unit; provided that such amount shall not exceed the positive balance of the Capital Account of such holder to the extent attributable to such Class O LTIP Unit. The Class O LTIP Unit Special Distribution for a Class O LTIP Unit will be payable on the first Distribution Payment Date on or after the Distribution Participation Date for such Class O LTIP Unit if and when authorized by the General Partner out of funds legally available for the payment of distributions; provided that, to the extent not otherwise prohibited by the terms of Partnership Interests entitled to any preference in distribution and authorized by the General Partner out of funds legally available for the payment of distributions, such Class O LTIP Unit Special Distribution may be paid prior to such Distribution Payment Date. On or after the Distribution Participation Date with respect to a Class O LTIP Unit, no distributions (other than in Class A Units, Class B Units, LTIP Units or other Partnership Interests ranking on parity with or junior to such units as to distributions and upon liquidation, dissolution or winding up of the affairs of the Partnership) shall be declared or paid or set apart for payment upon the Class A Units, the Class B Units, the LTIP Units or any other Partnership Interests ranking on parity with or junior to the Class O LTIP Unit as to distributions for any period (other than Class O LTIP Unit Special Distributions with respect to Class O LTIP Units that had an earlier Distribution Participation Date) unless the full amount of any Class O LTIP Unit Special Distributions due with respect to such Class O LTIP Unit have been or contemporaneously are declared and paid.”
|
3.
|
Allocations
. Holders of Class O LTIP Units shall be allocated Net Income and Net Loss, for any taxable year or portion of a taxable year occurring after the issuance of such Class O LTIP Units in amounts per Class O LTIP Unit equal to (i) the amounts allocated per Class A Unit for the same period multiplied by (ii) the Class O LTIP Unit Sharing Percentage for such Class O LTIP Units. The allocations provided by this Section 3 of Exhibit F-2 shall be subject to the proviso to the first sentence of Section 6.1.B of the Agreement.
|
4.
|
Adjustments.
If an Adjustment Event as defined in Exhibit F-1 (or other similar event that the General Partner determines would require an adjustment to LTIP Units) occurs, the General Partner shall make such corresponding adjustment to each Class O LTIP Unit as the General Partner determines is appropriate to maintain the same correspondence ratio between such Class O LTIP Unit and the Class A Units as existed immediately prior to such Adjustment Event or other event.
|
5.
|
Ranking
. Except as specifically provided otherwise, the Class O LTIP Units shall rank on parity with the Class A Units in all respects.
|
6.
|
No Liquidation Preference
. The Class O LTIP Units shall have no liquidation preference.
|
7.
|
Right to Convert Class O LTIP Units into Class A Units
.
|
A.
|
Conversion Right
. A holder of Class O LTIP Units shall have the right (the “
Class O Conversion Right
”), at his or her option, at any time to convert all or a portion of his or her Vested Class O LTIP Units into Class A Units. In order to exercise his or her Class O Conversion Right, a holder of Class O LTIP Units shall deliver a notice (a “
Class O Conversion Notice
”) in the form attached as Attachment A to this Exhibit F-2 to the Partnership. Holders of Class O LTIP Units shall not have the right to convert Unvested Class O LTIP Units into Class A Units until they become Vested Class O LTIP Units;
provided
,
however
, that when a holder of Class O LTIP Units is notified of the expected occurrence of an event that will cause his or her Unvested Class O LTIP Units to become Vested Class O LTIP Units (or at such other times as is permitted by the General Partner), such Person may give the Partnership a Class O Conversion Notice conditioned upon and
|
B.
|
Mandatory Conversion
. On the Mandatory Conversion Date, Vested Class O LTIP Units that have not previously been converted shall be converted into Class A Units without any further action. The “
Mandatory Conversion Date
” shall mean, for each Class O LTIP Unit, the date specified as such in the relevant Vesting Agreement or, if no such date is specified, the date that is 10 years after the issuance of such Class O LTIP Unit.
|
C.
|
Forced Conversion in Connection with a Sale Event
. Upon the effective time of a Sale Event (as defined below), at the election of the General Partner, either (i) all then outstanding Class O LTIP Units shall vest and be converted into Class A Units (a “
Forced Conversion
”) or (ii) the Class O LTIP Units will remain outstanding and continue with appropriate adjustment pursuant to Section 4 above (and any other similar adjustment provisions applicable to the Class O LTIP Units). A “
Sale Event
” shall mean (i) the sale of all or substantially all of the assets of the General Partner Entity on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the outstanding shares of Common Stock are converted into or exchanged for securities of the successor entity and the voting securities of the General Partner Entity outstanding immediately prior to such merger, reorganization or consolidation would (A) represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) less than 50% of the total voting power of the voting securities of the surviving entity outstanding immediately after such merger, reorganization or consolidation or (B) cease to have the power to elect at least a majority of the board of directors or other governing body of such surviving entity, or (iii) the sale of all of the Common Stock of the General Partner Entity to an unrelated person or entity.
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D.
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Conversion Date
. The date on which a Vested Class O LTIP Unit shall be converted into Class A Units (the “
Class O Conversion Date
” for such unit) shall be: (i) in the event of a conversion upon the exercise of the Class O Conversion Right, the date on which the Partnership receives the Class O Conversion Notice for the conversion of such Vested Class O LTIP Unit (or, if later, the date upon which such Class O Conversion Notice becomes effective), (ii) in the event of a conversion as a result of a Forced Conversion, upon the effective time of the applicable Sale Event or (iii) in the event of a conversion upon the Mandatory Conversion Date, the Mandatory Conversion Date.
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E.
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Number of Units Convertible
. A holder of Vested Class O LTIP Units may convert each such Vested Class O LTIP Unit into a number (or fraction thereof) of fully paid and non-assessable Class A Units, giving effect to all adjustments (if any) made pursuant to Section 4, equal to the Class O LTIP Conversion Factor (as defined below) for such Vested Class O LTIP Unit on the Class O Conversion Date for such Vested Class O LTIP Unit. The “
Class O LTIP Unit Conversion Factor
” shall mean, for a Class O LTIP Unit as of a particular date, the quotient of (i) the excess of the Class O Conversion Value over the Class O LTIP Unit Participation Threshold (as defined below) for such Class O LTIP Unit as of such date (or, if there is no excess, zero), divided by (ii) the Class O Conversion Value. The “
Class O Conversion Value
” of a Class O LTIP Unit as of a particular date means the Common Stock Price multiplied by the Conversion Factor, in each case, as of such date. “
Common Stock Price
” means, as of a particular date, (i) if shares of the common stock (or other comparable equity interest) of the General Partner Entity (“
Common Stock
”), are then listed on a national stock exchange, the closing sales price per share of Common Stock on the exchange for such date (or, if such date is not a trading date or there were no sales on such date, the most recent prior trading date on which
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F.
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Conversion Procedures
. A conversion of Vested Class O LTIP Units for which the holder thereof has given a Class O Conversion Notice or that have converted upon the Mandatory Conversion Date or a Forced Conversion shall occur automatically after the close of business on the applicable Class O Conversion Date without any further action on the part of such holder of Class O LTIP Units, as of which time such holder of Class O LTIP Units shall be credited on the books and records of the Partnership with the issuance of the number of Class A Units issuable upon such conversion. After the conversion of Class O LTIP Units as aforesaid, the Partnership shall deliver to such holder of Class O LTIP Units, upon his or her written request, a certificate of the General Partner certifying the number of Class A Units and remaining Class O LTIP Units, if any, held by such Person immediately after such conversion.
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G.
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Treatment of Capital Account
. For purposes of making future allocations under Section 6.1.E of the Agreement, the portion of the Economic Capital Account balance of the applicable holder of Class O LTIP Units that is treated as attributable to his or her Class O LTIP Units shall be reduced, as of a Class O Conversion Date, by the product of the number of Class A Units into which such holder’s Class O LTIP Units were converted on such date multiplied by the Class A Unit Economic Balance.
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8.
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Redemption at the Option of the Partnership
. Class O LTIP Units will not be redeemable at the option of the Partnership;
provided
,
however
, that the foregoing shall not prohibit the Partnership from repurchasing Class O LTIP Units from the holder thereof if and to the extent such holder agrees to sell such units.
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9.
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Voting Rights.
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A.
|
No Voting Rights
. Except as provided in Section 9.B, holders of Class O LTIP Units shall not have the right to vote on any matters submitted to a vote of the Limited Partners
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B.
|
Special Approval Rights
. The General Partner and/or the Partnership shall not, without the affirmative consent of the holders of sixty-six and two-thirds percent (66 2/3%) of the then outstanding Class O LTIP Units, given in person or by proxy, either in writing or at a meeting, take any action that would materially and adversely alter, change, modify or amend the rights, powers or privileges of the Class O LTIP Units; but subject in any event to the following provisions: (i) no consent of the holders of Class O LTIP Units will be required with respect to any alteration, change, modification or amendment of the rights, powers or privileges of the Class A Units that applies on a substantially similar basis to all holders of Class A Units; (ii) with respect to the occurrence of any merger, consolidation or other business combination or reorganization, so long as either (x) there is a Forced Conversion of all outstanding Class O LTIP Unit in accordance with Section 7 hereof, (y) the Class O LTIP Units remain outstanding with the terms thereof materially unchanged or (z) if the Partnership is not the surviving entity in such transaction, the Class O LTIP Units are exchanged for a security of the surviving entity with terms that are materially the same with respect to rights to allocations, distributions, redemption, conversion and voting as the Class O LTIP Units and without any income, gain or loss expected to be recognized by the holder upon the exchange for federal income tax purposes (and with the terms of the Class A Units or such other securities into which the Class O LTIP Units (or the substitute security therefor) are convertible materially the same with respect to rights to allocations, distributions, redemption, conversion and voting), the occurrence of any such event shall not be deemed to materially and adversely alter, change, modify or amend the rights, powers or privileges of the Class O LTIP
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Name of Holder:
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(Please Print: Exact Name as Registered with Partnership)
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(Signature of Holder: Sign Exact Name as Registered with Partnership)
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(Street Address)
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(City)
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(State)
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(Zip Code)
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Signature Guaranteed by:
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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”);
|
2.
|
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.
|
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.
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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.
|
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):
|
(a)
|
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
|
(b)
|
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: November 9, 2016
|
|
|
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|
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/s/ Marc Holliday
|
|
Name:
|
Marc Holliday
|
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Title:
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SL Green Realty Corp. (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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.
|
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):
|
(a)
|
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
|
(b)
|
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: November 9, 2016
|
|
|
|
|
|
|
/s/ Matthew J. DiLiberto
|
|
Name:
|
Matthew J. DiLiberto
|
|
Title:
|
Chief Financial Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SL Green Operating Partnership, L.P. (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date: November 9, 2016
|
|
|
|
|
|
|
/s/ Marc Holliday
|
|
Name:
|
Marc Holliday
|
|
Title:
|
Chief Executive Officer
|
|
|
of SL Green Realty Corp., the
|
|
|
general partner of the registrant
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SL Green Operating Partnership, L.P. (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
|
/s/ Matthew J. DiLiberto
|
|
Name:
|
Matthew J. DiLiberto
|
|
Title:
|
Chief Financial Officer
|
|
|
of SL Green Realty Corp., the
|
|
|
general partner of the registrant
|
|
|
|
|
November 9, 2016
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Marc Holliday
|
|
Name:
|
Marc Holliday
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
November 9, 2016
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Matthew J. DiLiberto
|
|
Name:
|
Matthew J. DiLiberto
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
November 9, 2016
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
|
/s/ Marc Holliday
|
|
Name:
|
Marc Holliday
|
|
Title:
|
Chief Executive Officer
|
|
|
of SL Green Realty Corp., the
|
|
|
general partner of the Operating Partnership
|
|
|
|
|
November 9, 2016
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
|
|
/s/ Matthew J. DiLiberto
|
|
Name:
|
Matthew J. DiLiberto
|
|
Title:
|
Chief Financial Officer
|
|
|
of SL Green Realty Corp., the
|
|
|
general partner of the Operating Partnership
|
|
|
|
|
November 9, 2016
|
|