SL GREEN REALTY CORP (SLG)
SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1040971. Latest filing source: 0001628280-26-008669.
Informational only - descriptive public-record data, not investment advice.
Business
Read SLG's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read SLG's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 1,003,046,000 | USD | 2025 | 2026-02-17 |
| Net income | -96,910,000 | USD | 2025 | 2026-02-17 |
| Assets | 11,082,607,000 | USD | 2025 | 2026-02-17 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001040971.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 1,863,981,000 | 1,511,473,000 | 1,227,392,000 | 1,238,995,000 | 1,052,744,000 | 861,310,000 | 919,454,000 | 913,710,000 | 886,272,000 | 1,003,046,000 | |
| Net income | 249,896,000 | 101,374,000 | 247,262,000 | 270,434,000 | 371,055,000 | 449,754,000 | -78,074,000 | -564,559,000 | 22,010,000 | -96,910,000 | |
| Operating income | 605,567,000 | 598,694,000 | 730,630,000 | 651,931,000 | |||||||
| Diluted EPS | 2.34 | 0.87 | 2.75 | 3.28 | 5.01 | 6.50 | -1.49 | -9.12 | 0.08 | -1.61 | |
| Operating cash flow | 644,010,000 | 543,001,000 | 441,537,000 | 376,473,000 | 554,236,000 | 255,979,000 | 276,088,000 | 229,503,000 | 129,595,000 | 82,906,000 | |
| Dividends paid | 314,079,000 | 333,543,000 | 313,230,000 | 306,386,000 | 293,996,000 | 271,075,000 | 262,136,000 | 230,931,000 | 218,823,000 | 242,635,000 | |
| Share buybacks | 0.00 | 0.00 | 806,302,000 | 979,541,000 | 384,399,000 | 528,483,000 | 341,403,000 | 151,197,000 | 0.00 | 0.00 | |
| Assets | 15,857,787,000 | 13,982,904,000 | 12,751,358,000 | 12,766,320,000 | 11,707,567,000 | 11,066,629,000 | 12,355,794,000 | 9,531,181,000 | 10,470,099,000 | 11,082,607,000 | |
| Liabilities | 7,330,984,000 | 6,629,761,000 | 6,115,271,000 | 6,555,975,000 | 6,211,341,000 | 5,748,049,000 | 7,260,936,000 | 5,270,704,000 | 5,915,143,000 | 6,729,517,000 | |
| Stockholders' equity | 7,324,475,000 | 6,225,093,000 | 5,901,521,000 | 5,441,315,000 | 4,909,763,000 | 4,764,876,000 | 4,585,033,000 | 3,786,315,000 | 3,951,300,000 | 3,671,155,000 | |
| Cash and cash equivalents | 279,443,000 | 127,888,000 | 129,475,000 | 166,070,000 | 266,059,000 | 251,417,000 | 203,273,000 | 221,823,000 | 184,294,000 | 155,747,000 |
Ratios
| Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 13.41% | 6.71% | 20.15% | 21.83% | 35.25% | 52.22% | -8.49% | -61.79% | 2.48% | -9.66% | |
| Operating margin | 65.86% | 65.52% | 82.44% | 65.00% | |||||||
| Return on equity | 3.41% | 1.63% | 4.19% | 4.97% | 7.56% | 9.44% | -1.70% | -14.91% | 0.56% | -2.64% | |
| Return on assets | 1.58% | 0.72% | 1.94% | 2.12% | 3.17% | 4.06% | -0.63% | -5.92% | 0.21% | -0.87% | |
| Liabilities / equity | 1.00 | 1.07 | 1.04 | 1.20 | 1.27 | 1.21 | 1.58 | 1.39 | 1.50 | 1.83 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.
Figure provenance: SEC companyfacts. Latest point: FY 2024 ended 2024-12-31; accession 0001040971-25-000019; filed 2025-04-17. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-008669; filed 2026-02-17. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001040971.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | -0.70 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.11 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | -0.63 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 221,070,000 | -356,457,000 | -5.63 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 173,220,000 | -20,229,000 | -0.38 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 295,845,000 | -151,880,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 187,882,000 | 16,879,000 | 0.20 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 222,820,000 | 1,577,000 | -0.04 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 229,691,000 | -9,541,000 | -0.21 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 245,879,000 | 13,095,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 239,846,000 | -17,337,000 | -0.30 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 241,916,000 | -7,355,000 | -0.16 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 244,817,000 | 28,612,000 | 0.34 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 276,467,000 | -100,830,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 253,080,000 | -80,653,000 | -1.20 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-029075; filed 2026-05-01. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-029075; filed 2026-05-01. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-029075; filed 2026-05-01. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-029075.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the ownership, management, operation, acquisition, development, redevelopment, repositioning and financing of commercial real estate properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.
The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in this Quarterly Report on this Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.
As of March 31, 2026, we owned the following interests in properties in the New York metropolitan area, primarily in midtown Manhattan. Our investments located outside of Manhattan are referred to as the Suburban properties:
| Consolidated | Unconsolidated | Total | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Location | Property Type | Number of Buildings | Approximate Square Feet | Number of Buildings | Approximate Square Feet | Number of Buildings | Approximate Square Feet | Weighted Average Leased Occupancy (1) | |||||||||||||||
| Commercial: | |||||||||||||||||||||||
| Manhattan | Office | 17 | 10,102,852 | 10 | 13,868,633 | 27 | 23,971,485 | 94.4 | % | ||||||||||||||
| Retail | 3 | 338,545 | 1 | 12,719 | 4 | 351,264 | 86.5 | % | |||||||||||||||
| Development/Redevelopment | 5 | (2) | 1,249,983 | — | — | 5 | 1,249,983 | N/A | |||||||||||||||
| 25 | 11,691,380 | 11 | 13,881,352 | 36 | 25,572,732 | 94.3 | % | ||||||||||||||||
| Suburban | Office | 6 | 732,800 | — | — | 6 | 732,800 | 79.6 | % | ||||||||||||||
| Total commercial properties | 31 | 12,424,180 | 11 | 13,881,352 | 42 | 26,305,532 | 93.9 | % | |||||||||||||||
| Residential: | |||||||||||||||||||||||
| Manhattan | Residential | 2 | (2) (3) | 363,237 | 1 | 221,884 | 3 | 585,121 | 99.2 | % | |||||||||||||
| Total core portfolio | 33 | 12,787,417 | 12 | 14,103,236 | 45 | 26,890,653 | 94.0 | % | |||||||||||||||
| Alternative Strategy Portfolio | — | — | 5 | 2,509,307 | 5 | 2,509,307 | 59.2 | % |
(1)The weighted average leased occupancy for commercial properties represents the total leased square feet divided by the total square footage at acquisition. The weighted average leased occupancy for residential properties represents the total leased units divided by the total available units. Properties under construction are not included in the calculation of weighted average leased occupancy.
(2)As of March 31, 2026, we consolidated a building at 315 West 33rd Street that was comprised of approximately 222,855 square feet (unaudited) of residential space and approximately 270,132 square feet (unaudited) of retail space. For the purpose of this report, we have included this building in the number of residential properties we own. We have included only the residential square footage in total residential square footage, and have included the retail square footage in total retail square footage.
(3)As of March 31, 2026, we owned a building at 7 Dey Street / 185 Broadway that was comprised of approximately 140,382 square feet (unaudited) of residential space and approximately 50,206 square feet (unaudited) of office, which is under redevelopment, and retail space. For the purpose of this report, we have included this building in the number of residential properties we own. We have included only the residential square footage in total residential square footage and have included the balance of the square footage as development square footage. As of March 31, 2026 the residential and retail condominium units were classified as held for sale following the execution of an agreement to sell those units for $220.5 million. See Note 4, "Property Dispositions and Properties Held for Sale."
As of March 31, 2026, we also managed three properties owned by third parties encompassing approximately 0.8 million square feet (unaudited).
Critical Accounting Estimates
Refer to the 2025 Annual Report on Form 10-K of the Company and the Operating Partnership for a discussion of our critical accounting estimates, which include investment in commercial real estate properties and investment in unconsolidated joint ventures. During the three months ended March 31, 2026, there were no material changes to these estimates.
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Table of Contents
Results of Operations
Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025
The following comparison for the three months ended March 31, 2026, or 2026, to the three months ended March 31, 2025, or 2025, makes reference to the effect of the following:
i.“Same-Store Properties,” which represents properties in service and operating during both the current and prior year reporting periods that are located in Manhattan (Same-Store Properties totaled 18 of our 33 consolidated operating properties),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2026 and 2025 and all non-Same-Store Properties, including properties that are under development, redevelopment or were deconsolidated during the period,
iii."Disposed Properties," which represents all properties or interests in properties sold or partially sold in 2026 and 2025,
iv."Alternative Strategy Portfolio," which represents non-core assets, and
v.“Other,” which represents properties that were partially sold resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
| Same-Store | Disposed | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 142.8 | $ | 152.9 | $ | (10.1) | (6.6) | % | $ | — | $ | — | $ | 44.1 | $ | 10.1 | $ | 186.9 | $ | 163.0 | $ | 23.9 | 14.7 | % | ||||||||||||||||||||||
| SUMMIT Operator revenue | — | — | — | — | % | — | — | 24.1 | 22.5 | 24.1 | 22.5 | 1.6 | 7.1 | % | ||||||||||||||||||||||||||||||||
| Investment income | — | — | — | — | % | — | — | 2.3 | 16.1 | 2.3 | 16.1 | (13.8) | (85.7) | % | ||||||||||||||||||||||||||||||||
| Interest income from real estate loans held by consolidated securitization vehicles | — | — | — | — | % | — | — | 14.6 | 16.0 | 14.6 | 16.0 | (1.4) | (8.8) | % | ||||||||||||||||||||||||||||||||
| Fee income | — | — | — | — | % | — | 20.0 | 12.3 | 20.0 | 12.3 | 7.7 | 62.6 | % | |||||||||||||||||||||||||||||||||
| Other income | (0.3) | 4.5 | (4.8) | (106.7) | % | — | — | 5.4 | 5.4 | 5.1 | 9.9 | (4.8) | (48.5) | % | ||||||||||||||||||||||||||||||||
| Total revenues | 142.5 | 157.4 | (14.9) | (9.5) | % | — | — | 110.5 | 82.4 | 253.0 | 239.8 | 13.2 | 5.5 | % | ||||||||||||||||||||||||||||||||
| Property operating expenses | 79.3 | 85.5 | (6.2) | (7.3) | % | — | 30.9 | 13.7 | 110.2 | 99.2 | 11.0 | 11.1 | % | |||||||||||||||||||||||||||||||||
| SUMMIT Operator expenses | — | — | — | — | % | — | — | 24.9 | 21.8 | 24.9 | 21.8 | 3.1 | 14.2 | % | ||||||||||||||||||||||||||||||||
| Marketing, general and administrative | — | — | — | — | % | — | — | 22.8 | 21.7 | 22.8 | 21.7 | 1.1 | 5.1 | % | ||||||||||||||||||||||||||||||||
| 79.3 | 85.5 | (6.2) | (7.3) | % | — | — | 78.9 | 57.5 | 158.2 | 143.0 | 15.2 | 10.6 | % | |||||||||||||||||||||||||||||||||
| Operating income (loss) before equity in net income from unconsolidated joint ventures | $ | 63.2 | $ | 71.9 | $ | (8.7) | (12.1) | % | $ | — | $ | — | $ | 31.6 | $ | 24.9 | $ | 94.8 | $ | 96.8 | $ | (2.0) | (2.1) | % | ||||||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net of interest income | (53.7) | (47.4) | (6.3) | 13.3 | % | |||||||||||||||||||||||||||||||||||||||||
| SUMMIT Operator tax (expense) benefit | (0.6) | — | (0.6) | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Interest expense on senior obligations of consolidated securitization vehicles | (14.6) | (14.0) | (0.6) | 4.3 | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (69.8) | (64.5) | (5.3) | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net (loss) income from unconsolidated joint ventures | (20.8) | 1.2 | (22.0) | (1,833.3) | % | |||||||||||||||||||||||||||||||||||||||||
| Income from debt fund investments, net | 2.5 | — | 2.5 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Purchase price and other fair value adjustments | 4.2 | (9.6) | 13.8 | (143.8) | % | |||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on sale of real estate, net | 16.6 | (0.5) | 17.1 | (3,420.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciable real estate reserves and impairments | (35.2) | (8.5) | (26.7) | 314.1 | % | |||||||||||||||||||||||||||||||||||||||||
| Loan loss and other investment reserves, net of recoveries | — | 25.0 | (25.0) | (100.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Net loss | (77.4) | (21.5) | (55.9) | 260.0 | % |
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Table of Contents
Rental revenue
Rental revenues increased due primarily to the acquisition of Park Avenue Tower ($15.6 million) during the first quarter of 2026, the consolidation of 800 Third Avenue ($8.6 million) during the fourth quarter of 2025, and the consolidation of 315 West 33rd Street ($9.0 million) during the third quarter of 2025. This increase is partially offset by the deconsolidation of 100 Park Avenue ($10.0 million) at the end of the fourth quarter of 2025.
The following table presents a summary of the commenced leasing activity for the three months ended March 31, 2026 in our Manhattan and Suburban portfolio:
[[GREPCENT_TABLE]]
[["","Usable SF","","Rentable SF","","NewCashRent (perrentableSF) (1)","","Prev.EscalatedRent (perrentableSF) (2)","","TI/LC per rentable SF","","Free Rent (in months)","","Average Lease Term (in years)"],["Manhattan"],["Space available at beginning of the period","2,402,166"],["Property out of redevelopment","\u2014"],["Acquired vacancies","32,474"]
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the ownership, management, operation, acquisition, development, redevelopment, repositioning and financing of commercial real estate properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.
The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 is included in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025, together with the amendment to such report filed with the SEC on April 17, 2025, and is incorporated by reference into this Annual Report on Form 10-K.
For descriptions of significant leasing, investing and financing activities in 2025, refer to "Part I, Item 1. Business - Highlights from 2025."
Critical Accounting Estimates
Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major investments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an acquired entity by allocating the purchase price, including transaction costs, at their respective fair values on the acquisition date.
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases.
The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed involves subjectivity as the allocations are based on an analysis of the respective fair values. In determining the fair value of the real estate acquired, the Company will use a third-party valuation which primarily utilizes cash flow projections that apply, among other things, estimated revenue and expense growth rates, future market rents, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. We assess fair value of the acquired leases based on estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. The determined and allocated fair values to the real estate acquired will affect the amount of depreciation and amortization we record over the respective estimated useful lives or term of the lease.
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The Company classifies those leases under which the Company is the lessee at lease commencement as finance or operating leases. Leases qualify as finance leases if i) the lease transfers ownership of the asset at the end of the lease term, ii) the lease grants an option to purchase the asset that we are reasonably certain to exercise, iii) the lease term is for a major part of the remaining economic life of the asset, iv) the present value of the lease payments exceeds substantially all of the fair value of the asset, or v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Leases that do not qualify as finance leases are deemed to be operating leases. On the consolidated statements of operations, operating leases are expensed through operating lease rent while financing leases are expensed through amortization and interest expense.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determining when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially complete and held available for occupancy upon the completion of tenant improvements, but no later than one year after major construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for occupancy and capitalize only those costs associated with the portions under construction.
Properties are individually evaluated for impairment quarterly or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A consolidated property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property taking into account the appropriate capitalization rate in determining the future terminal value. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property as calculated in accordance with ASC 820. We assess for impairment indicators based on factors such as, among other things, market conditions, occupancy rates, collections, and the overall operating performance of the asset. If indicators of impairment are present, we evaluate real estate investments for potential impairment primarily utilizing estimated fair value based on discounted future cash flows utilizing appropriate discount and capitalization rates, in addition to sales comparison approach, which utilizes comparable sales, listings and sales contracts.
We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no longer recorded. See Note 4, "Properties Held for Sale and Property Dispositions."
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the Company for the activities that most significantly impact the joint venture's economic performance based on the business purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are provided with participating or protective rights over the activities that most significantly impact the entity's economic performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of tax returns and auditors. If our joint venture partner has substantive participating rights and we are determined not to be the primary beneficiary, we do not consolidate the entity.
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These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture and includes adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future obligations of the joint venture or may otherwise be committed to provide future additional financial support. We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans.
We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments for impairment based on each joint ventures' actual and projected cash flows. Aside from charges noted in Note 6, "Investment in Unconsolidated Joint Ventures," we do not believe that the values of any of our equity investments were impaired as of December 31, 2025.
We may originate loans for real estate acquisition, development and construction ("ADC loans") where we expect to receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and preferred equity investments.
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Results of Operations
Comparison of the year ended December 31, 2025 to the year ended December 31, 2024
The following comparison for the year ended December 31, 2025, or 2025, to the year ended December 31, 2024, or 2024, makes reference to the effect of the following:
i.“Same-Store Properties,” which represents properties in service and operating during both the current and prior year reporting periods (Same-Store Properties totaled 21 of our 33 consolidated operating buildings),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2025 and 2024 and all non-Same-Store Properties, including properties that are under development or redevelopment,
iii."Disposed Properties," which represents all properties or interests in properties sold in 2025 and 2024,
iv."Alternative Strategy Portfolio," which represents non-core assets, and
v.“Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
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| Same-Store | Disposed | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | $ Change | % Change | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 601.3 | $ | 563.2 | $ | 38.1 | 6.8 | % | $ | — | $ | 0.8 | $ | 78.8 | $ | 42.0 | $ | 680.1 | $ | 606.0 | $ | 74.1 | 12.2 | % | ||||||||||||||||||||||
| SUMMIT Operator revenue | — | — | — | — | % | — | — | 122.3 | 133.2 | 122.3 | 133.2 | (10.9) | (8.2) | % | ||||||||||||||||||||||||||||||||
| Investment income | — | — | — | — | % | — | — | 29.4 | 24.4 | 29.4 | 24.4 | 5.0 | 20.5 | % | ||||||||||||||||||||||||||||||||
| Interest income from real estate loans held by consolidated securitization vehicles | — | — | — | — | % | — | — | 62.7 | 19.0 | 62.7 | 19.0 | 43.7 | 230.0 | % | ||||||||||||||||||||||||||||||||
| Other income | 7.1 | 7.4 | (0.3) | (4.1) | % | — | — | 101.4 | 96.3 | 108.5 | 103.7 | 4.8 | 4.6 | % | ||||||||||||||||||||||||||||||||
| Total revenues | 608.4 | 570.6 | 37.8 | 6.6 | % | — | 0.8 | 394.6 | 314.9 | 1,003.0 | 886.3 | 116.7 | 13.2 | % | ||||||||||||||||||||||||||||||||
| Property operating expenses | $ | 328.4 | $ | 288.9 | $ | 39.5 | 13.7 | % | $ | — | $ | 0.7 | $ | 77.2 | $ | 52.8 | $ | 405.6 | $ | 342.4 | $ | 63.2 | 18.5 | % | ||||||||||||||||||||||
| SUMMIT Operator expenses | — | — | — | — | % | — | — | 116.4 | 111.7 | 116.4 | 111.7 | 4.7 | 4.2 | % | ||||||||||||||||||||||||||||||||
| SUMMIT Operator tax expense | 3.3 | 0.7 | 2.6 | 371.4 | % | |||||||||||||||||||||||||||||||||||||||||
| Transaction related costs | — | — | — | — | % | — | — | 13.9 | 0.4 | 13.9 | 0.4 | 13.5 | 3,375.0 | % | ||||||||||||||||||||||||||||||||
| Marketing, general and administrative | — | — | — | — | % | — | — | 89.3 | 85.2 | 89.3 | 85.2 | 4.1 | 4.8 | % | ||||||||||||||||||||||||||||||||
| 328.4 | 288.9 | 39.5 | 13.7 | % | — | 0.7 | 296.8 | 250.1 | 628.5 | 540.4 | 88.1 | 16.3 | % | |||||||||||||||||||||||||||||||||
| Operating income before equity in net income from unconsolidated joint ventures | $ | 280.0 | $ | 281.7 | $ | (1.7) | (0.6) | % | $ | — | $ | 0.1 | $ | 97.8 | $ | 64.8 | $ | 374.5 | $ | 345.9 | $ | 28.6 | 8.3 | % | ||||||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense and amortization of deferred financing costs, net of interest income | $ | (194.7) | $ | (153.8) | $ | (40.9) | 26.6 | % | ||||||||||||||||||||||||||||||||||||||
| Interest expense on senior obligations of consolidated securitization vehicles | (60.7) | (14.6) | (46.1) | 315.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (255.7) | (207.4) | (48.3) | 23.3 | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net loss from unconsolidated joint ventures | (56.1) | (179.7) | 123.6 | (68.8) | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate | 86.1 | 208.1 | (122.0) | (58.6) | % | |||||||||||||||||||||||||||||||||||||||||
| Loss from debt fund investments, net | (1.4) | — | (1.4) | (100.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Purchase price and other fair value adjustments | (36.2) | 89.0 | (125.2) | (140.7) | % | |||||||||||||||||||||||||||||||||||||||||
| (Loss) gain on sale of real estate, net | (2.1) | 3.0 | (5.1) | (170.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciable real estate reserves and impairments | (32.1) | (104.1) | 72.0 | (69.2) | % | |||||||||||||||||||||||||||||||||||||||||
| Gain on sale of marketable securities | 10.2 | — | 10.2 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on early extinguishment of debt | — | 43.8 | (43.8) | (100.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Loan loss and other investment reserves, net of recoveries | 71.3 | — | 71.3 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Income from continuing operation | (96.9) | 30.2 | (127.1) | (420.9) | % | |||||||||||||||||||||||||||||||||||||||||
| Net income from discontinued operations | — | — | — | — | % | |||||||||||||||||||||||||||||||||||||||||
| Gain on sale of discontinued operations | — | — | — | — | % | |||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (96.9) | $ | 30.2 | $ | (127.1) | (420.9) | % |
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Rental revenue
Rental revenues increased due primarily to the consolidation of 100 Park Avenue ($25.5 million) during the fourth quarter of 2024, 10 East 53rd Street ($1.7 million) at the end of the first quarter of 2024, 315 West 33rd Street ($4.2 million) at the end of the third quarter of 2025 and 800 Third Avenue ($2.0 million) during the fourth quarter 2025 and the acquisition of 500 Park Avenue ($5.5 million) during the first quarter 2025. The increase is partially offset by lower occupancy at 485 Lexington Avenue ($6.6 million) and 750 Third Avenue ($6.1 million).
The following table presents a summary of the commenced leasing activity for the year ended December 31, 2025 in our Manhattan portfolio:
| Usable SF | RentableSF(1) | NewCashRent (perrentableSF) (2) | Prev.EscalatedRent (perrentableSF) (3) | TI/LC per rentable SF | Free Rent (in months) | Average Lease Term (in years) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manhattan | ||||||||||||||||||||||
| Space available at beginning of the year | 2,628,302 | |||||||||||||||||||||
| Space which became available during the year(4) | ||||||||||||||||||||||
| • Office | 995,346 | |||||||||||||||||||||
| • Retail | 92,353 | |||||||||||||||||||||
| • Storage | 8,441 | |||||||||||||||||||||
| 1,096,140 | ||||||||||||||||||||||
| Total space available | 3,724,442 | |||||||||||||||||||||
| Leased space commenced during the year: | ||||||||||||||||||||||
| • Office(5) | 1,666,794 | 2,001,564 | $ | 80.73 | $ | 94.04 | $ | 118.06 | 10.4 | 10.2 | ||||||||||||
| • Retail | 135,762 | 58,417 | $ | 79.03 | $ | 111.52 | $ | 43.17 | 8.6 | 15.4 | ||||||||||||
| • Storage | 12,539 | 17,410 | $ | 44.49 | $ | 23.36 | $ | 26.22 | 4.8 | 7.4 | ||||||||||||
| Total leased space commenced | 1,815,095 | 2,077,391 | $ | 80.38 | $ | 94.77 | $ | 115.18 | 10.3 | 10.3 | ||||||||||||
| Total available space at end of year | 1,909,347 | |||||||||||||||||||||
| Early renewals | ||||||||||||||||||||||
| • Office | 756,065 | 543,067 | $ | 83.54 | $ | 80.60 | $ | 35.76 | 4.3 | 5.8 | ||||||||||||
| • Retail | 9,128 | 9,571 | $ | 388.50 | $ | 974.36 | $ | — | 1.5 | 2.8 | ||||||||||||
| • Storage | 291 | 1,230 | $ | 32.80 | $ | 23.53 | $ | — | 3.1 | 8.6 | ||||||||||||
| Total early renewals | 765,484 | 553,868 | $ | 88.70 | $ | 95.92 | $ | 35.06 | 4.2 | 5.7 | ||||||||||||
| Total commenced leases, including replaced previous vacancy | ||||||||||||||||||||||
| • Office | 2,544,631 | $ | 81.33 | $ | 88.19 | $ | 100.49 | 9.1 | 9.2 | |||||||||||||
| • Retail | 67,988 | $ | 122.59 | $ | 295.95 | $ | 37.09 | 7.6 | 13.6 | |||||||||||||
| • Storage | 18,640 | $ | 43.72 | $ | 23.45 | $ | 24.49 | 4.7 | 7.5 | |||||||||||||
| Total commenced leases | 2,631,259 | $ | 82.13 | $ | 95.26 | $ | 98.32 | 9.0 | 9.3 |
(1)Represents the rentable square footage at the time the property was acquired.
(2)Annual initial base rent.
(3)Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a consumer price index (CPI) adjustment.
(4)Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
(5)Average starting office rent excluding new tenants replacing vacancies was $88.79 per rentable square feet for 703,481 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $86.50 per rentable square feet for 1,246,548 rentable square feet.
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SUMMIT Operator revenue
SUMMIT Operator revenues were lower for the year ended December 31, 2025, compared to the same period in 2024 due primarily to taking offline the Ascent experience, which requires a premium ticket that generates incremental revenue, for maintenance during most of the year ended December 31, 2025, .
Investment income
Investment income increased due primarily to interest payments received on one CMBS investment ($10 million) for the year ended December 31, 2025. This was partially offset by lower weighted average debt and preferred equity investment balance for the period ended December 31, 2025 as compared to the same period in 2024. For the years ended December 31, 2025 and 2024, the weighted average balance of our debt and preferred equity investment portfolio and the weighted average yield were $273.6 million and 5.8%, respectively, compared to $328.9 million and 6.9%, respectively.
Interest income from real estate loans held by consolidated securitization vehicles
During the years December 31, 2024 and December 31, 2025, we acquired securities in CMBS securitization trusts that resulted in consolidation of the trusts on our financial statements. The amounts recorded include our interest income as well as the interest income associated with CMBS positions owned by third parties, which is offset by the amounts recorded in Interest expense on senior obligations of consolidated securitization vehicles. As a result, the net impact is limited to the interest income on the CMBS securities we own directly and not the consolidated interest income and interest expense.
Other income
Other income increased due primarily to management fees earned from the Fund ($8.4 million) and an increase in special servicing income ($7.3 million). This increase was offset by a decrease in fee income recognized during the year ended December 31, 2024 related to the sale of 625 Madison Avenue ($11.5 million).
Property operating expenses
Property operating expenses increased due primarily to the consolidation of 100 Park Avenue ($27.8 million) during the fourth quarter of 2024, 10 East 53rd Street ($4.7 million) at the end of the first quarter of 2024, 315 West 33rd Street ($6.1 million) at the end of the third quarter of 2025 and 800 Third Avenue ($4.1 million) during the fourth quarter of 2025 and the acquisition of 500 Park Avenue ($9.5 million) in the first quarter of 2025. Operating expenses also increased at our Same-Store Properties ($11.7 million) due primarily to higher real estate taxes.
SUMMIT Operator expenses
SUMMIT Operator expenses were higher for the year ended December 31, 2025, compared to the same period in 2024, due primarily to increased variable expenses as a result of additional operating days and expanded hours.
SUMMIT Operator tax expense
The increase in SUMMIT Operator tax expense for the year ended December 31, 2025 as compared to the same period in 2024 was the result of an adjustment made in the third quarter of 2024 related to 2023 projected tax expense being more than 2023 actual tax expense.
Transaction related costs
Transaction related costs increased for the year ended December 31, 2025 as compared to the same period in 2024 due primarily to the write off of expenses related to the Company's pursuit of a gaming license ($11.9 million).
Marketing, General, and Administrative Expenses
Marketing, general, and administrative expenses increased for the year ended December 31, 2025 as compared to the same period in 2024 due primarily to higher compensation expense.
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, increased due primarily to a higher weighted average consolidated debt balance and higher weighted average interest rate as well as the consolidation of 100 Park Avenue ($25.5 million) during the fourth quarter of 2024, 10 East 53rd Street ($1.7 million) at the end of the first quarter of 2024, 315 West 33rd Street ($4.2 million) at the end of the third quarter of 2025 and 800 Third Avenue ($2.0 million) during the fourth quarter 2025 and the acquisition of 500 Park Avenue ($5.5 million) during the first quarter 2025. The weighted average consolidated debt balance outstanding was $3.9 billion for the year ended December 31, 2025 as compared to $3.7 billion for the year ended December 31, 2024. The consolidated weighted average interest rate was 5.34% for the year ended December 31, 2025 as compared to 5.17% for the year ended December 31, 2024.
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Interest expense on senior obligations of consolidated securitization vehicles
During the years ended December 31, 2025 and December 31, 2024 we acquired securities in CMBS securitization trusts that resulted in consolidation of the trusts on our financial statements. The amounts include the interest expense associated with CMBS positions owned by third parties, which is an offset to the third party interest income recognized in Interest income from real estate loans held by consolidated securitization vehicles. As a result, the impact is limited to interest income on the CMBS securities we own directly and not the consolidated interest income and interest expense.
Depreciation and Amortization
Depreciation and amortization increased due primarily to the consolidation of 100 Park Avenue ($20.1 million) during the fourth quarter of 2024, 10 East 53rd Street ($4.0 million) at the end of the first quarter of 2024, 315 West 33rd Street ($7.4 million) at the end of the third quarter of 2025 and 800 Third Avenue ($2.0 million) during the fourth quarter of 2025 and the acquisition of 500 Park Avenue ($5.1 million) in the first quarter of 2025 and an increase at our Same-Store Properties ($7.9 million).
Equity in net loss from unconsolidated joint ventures
Equity in net loss from unconsolidated joint ventures increased primarily due to impairments recognized during the year ended December 31, 2024 at 5 Times Square ($146.4 million), Worldwide Plaza ($72.6 million), 2 Herald Square ($20.4 million), 85 Fifth Avenue ($12.0 million) and 115 Spring Street ($11.7 million). These impairments were partially offset by gains on discounted debt extinguishment at 2 Herald Square ($141.7 million) and 280 Park Avenue ($30.7 million). During the year ended December 31, 2025 we recognized impairments at World Wide Plaza ($4.4 million) and 2 Herald Square ($8.4 million).
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
During the year ended December 31, 2025, we recognized gains on the sale of an 5% interest in One Vanderbilt ($88.1 million), partially offset by a loss on the sale of our interest in 85 Fifth Avenue ($2.0 million). During the year ended December 31, 2024, we recognized gains on the sale of an 11% interest in One Vanderbilt ($187.6 million) and our interest in 717 Fifth Avenue ($26.4 million), partially offset by a loss on the sale of our interests in 625 Madison Avenue ($7.2 million).
Purchase price and other fair value adjustments
During the year ended December 31, 2025, we recorded negative fair value adjustments related to the initial valuation of Palisades Conference Center ($13.0 million), the consolidation of 800 Third Avenue ($20.2 million), and derivatives that are not designated as hedges for accounting purposes ($3.9 million). These negative adjustments were partially offset by positive fair value adjustment for the secured borrowing related to the previous sale of an interest at One Madison Avenue ($6.2 million). During the year ended December 31, 2024, we recorded positive fair value adjustments relating to the consolidation of 100 Park Avenue ($117.8 million) and for the secured borrowing related to the previous sale of an interest at One Madison Avenue ($19.6 million). Additionally, we recorded a positive fair value adjustment related to derivatives that are not designated as hedges for accounting purposes ($5.5 million). These positive adjustments were partially offset by a negative fair value adjustment relating to the consolidation of 10 East 53rd Street ($55.7 million).
(Loss) gain on sale of real estate, net
During the year ended December 31, 2024, we recognized a gain on the sale of Palisades Conference Center ($7.3 million) and losses on the sales of 719 Seventh Avenue ($2.1 million) and the Giorgio Armani Residences at 760 Madison Avenue ($1.5 million).
Depreciable Real Estate Reserves and Impairments
During the year ended December 31, 2025, we recognized depreciable real estate reserves and impairments at 100 Park Avenue ($23.5 million) and 760 Madison Avenue ($8.5 million). During the year ended December 31, 2024, we recognized depreciable real estate reserves and impairments at 719 Seventh Avenue ($46.3 million), 690 Madison Avenue ($34.3 million) and 760 Madison Avenue ($17.6 million), reflective of $15.1 million of capitalized interest for 760 Madison Avenue, to reduce the carrying value of our investments based on the sales contracts that the Company entered into for these properties. In addition, we recognized depreciable real estate reserves and impairments related to our investment in 625 Madison Avenue ($5.9 million), which remained under contract for sale as of March 31, 2024 prior to the sale closing in the second quarter of 2024.
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Gain on sale of marketable securities
During the year ended December 31, 2025, we recognized a gain on marketable securities sold during the period ($10.2 million). During the year ended December 31, 2024 we did not recognize a gain on marketable securities sold during the period.
Gain (loss) on early extinguishment of debt
During the year ended December 31, 2025, we did not recognize any consolidated gain or loss on early extinguishment of debt. During the year ended December 31, 2024, we recognized gains on discounted debt extinguishment at 690 Madison Avenue ($26.0 million) and 719 Seventh Avenue ($17.8 million).
Loan loss and other investment reserves, net of recoveries
During the year ended December 31, 2025, we recognized a loan loss recovery of $71.6 million related to the repayment of the mortgage investment at 522 Fifth Avenue. During the year ended December 31, 2024, we did not recognize any loan loss and other investment reserves.
Comparison of the year ended December 31, 2024 to the year ended December 31, 2023
For a comparison of the year ended December 31, 2024 to the year ended December 31, 2023, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 18, 2025, together with the amendment to such Form 10-K filed with the SEC on April 17, 2025.
Liquidity and Capital Resources
We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness or other investments will include:
(1)Cash flow from operations;
(2)Cash on hand;
(3)Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of debt and preferred equity investments;
(4)Borrowings under the revolving credit facility;
(5)Other forms of secured or unsecured financing; and
(6)Proceeds from common or preferred equity or debt offerings by the Company or the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities).
Cash flow from operations is primarily dependent upon the collectability of rent, the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs.
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The combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, senior unsecured notes (net of discount), trust preferred securities, our share of joint venture debt, including as-of-right extension options, estimated interest expense, and our obligations under our financing and operating leases, as of December 31, 2025 are as follows (in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property mortgages and other loans | $ | 555,148 | $ | 879,277 | $ | 284,550 | $ | 177,000 | $ | — | $ | 258,524 | $ | 2,154,499 | ||||||||||||
| Revolving credit facility | — | 640,000 | — | — | — | — | 640,000 | |||||||||||||||||||
| Unsecured term loans | 100,000 | 1,050,000 | — | — | — | — | 1,150,000 | |||||||||||||||||||
| Trust preferred securities | — | — | — | — | — | 100,000 | 100,000 | |||||||||||||||||||
| Financing leases | 3,276 | 3,325 | 3,375 | 3,426 | 3,477 | 189,891 | 206,770 | |||||||||||||||||||
| Operating leases | 54,968 | 54,796 | 55,311 | 55,543 | 56,645 | 1,116,202 | 1,393,465 | |||||||||||||||||||
| Estimated interest expense | 188,524 | 79,670 | 39,586 | 27,878 | 26,882 | 237,236 | 599,776 | |||||||||||||||||||
| Company's share of joint venture debt | 1,080,248 | 1,749,857 | 576,793 | — | 840,000 | 1,650,300 | 5,897,198 | |||||||||||||||||||
| Total | $ | 1,982,164 | $ | 4,456,925 | $ | 959,615 | $ | 263,847 | $ | 927,004 | $ | 3,552,153 | $ | 12,141,708 |
We estimate that for the year ending December 31, 2026, we expect to incur $99.6 million of leasing capital expenditures and $33.8 million of recurring capital expenditures on existing consolidated properties, of which $25.6 million will be funded by construction financing facilities or loan reserves. In addition, we expect to incur $39.8 million of development or redevelopment expenditures on existing consolidated properties, of which none will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $172.4 million, of which $28.8 million will be funded by construction financing facilities or loan reserves. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.
As of December 31, 2025, we had liquidity of $781.9 million, comprised of $602.5 million of availability under our revolving credit facility and $179.4 million of consolidated cash on hand, inclusive of $23.7 million of available-for-sale marketable securities. This liquidity excludes $124.0 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties, or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described above, upon maturity, if not before.
We have investments in several real estate joint ventures with various partners, that are generally considered to be financially stable, and most are financed with non-recourse debt. We believe that property level cash flows along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be sufficient to fund the capital needs of our joint venture properties.
Cash Flows
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the years presented below.
Cash, restricted cash, and cash equivalents were $336.5 million and $331.6 million as of December 31, 2025 and 2024, respectively, representing a increase of $4.9 million. The increase was a result of the following changes in cash flows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | (Decrease) Increase | ||||||||
| Net cash provided by operating activities | $ | 82,906 | $ | 129,595 | $ | (46,689) | ||||
| Net cash (used in) provided by investing activities | $ | (330,799) | $ | 118,753 | $ | (449,552) | ||||
| Net cash provided by (used in) financing activities | $ | 252,750 | $ | (252,229) | $ | 504,979 |
Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios, third party fees and our debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service, and fund dividend and distribution requirements.
Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development,
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leasing, financing and property management skills, and invest in existing buildings that meet our investment criteria. During the year ended December 31, 2025, when compared to the year ended December 31, 2024, we used cash primarily for the following investing activities (in thousands):
| Acquisitions of real estate | $ | (271,649) |
|---|---|---|
| Capital expenditures and capitalized interest | (43,762) | |
| Acquisition deposits and deferred purchase price | (42,250) | |
| Joint venture investments | 268,496 | |
| Distributions from joint ventures | (60,569) | |
| Proceeds from sales of real estate/partial interest in property | (398,588) | |
| Cash and restricted cash assumed from consolidation of real estate investment | (11,836) | |
| Cash and restricted cash derecognized from disposition and deconsolidation of real estate investment | (10,340) | |
| Debt and preferred equity and other investments | 120,946 | |
| Decrease in net cash provided by investing activities | $ | (449,552) |
Funds spent on capital expenditures, which are comprised of building and tenant improvements, increased from $211.9 million for the year ended December 31, 2024 to $255.6 million for the year ended December 31, 2025 due to increased spending on leasing related costs.
We generally fund our investment activity through the sale of real estate, the sale or repayment of debt and preferred equity investments, property-level financing, corporate credit facilities, or construction loan facilities. From time to time, the Company may issue common or preferred stock or equity-linked securities, or the Operating Partnership may issue common or preferred units of limited partnership interest.
During the year ended December 31, 2025, when compared to the year ended December 31, 2024, we used cash primarily for the following financing activities (in thousands):
| Proceeds from our debt obligations | $ | 130,661 |
|---|---|---|
| Repayments of our debt obligations | 653,212 | |
| Net distribution to noncontrolling interests | 178,740 | |
| Other financing activities | (3,673) | |
| Proceeds from stock options exercised and DRSPP issuance | (52,057) | |
| Payment of debt extinguishment costs | — | |
| Proceeds from issuance of common stock | (387,884) | |
| Repurchase of common stock | — | |
| Redemption of preferred stock | 2,503 | |
| Acquisition of subsidiary interest from noncontrolling interest | 7,289 | |
| Dividends and distributions paid | (23,812) | |
| Increase in net cash provided by financing activities | $ | 504,979 |
Share Repurchase Program
The Company has in place a share repurchase program of $3.5 billion under which we can buy shares of our common stock.
As of December 31, 2025, 36,107,719 shares have been repurchased under the program. This amount excludes the redemption of OP units. We did not repurchase any shares under the program during the year ended December 31, 2025.
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Indebtedness
The table below summarizes our consolidated mortgages and other loans payable, 2021 credit facility, 2022 term loan, senior unsecured notes and trust preferred securities outstanding as of December 31, 2025 and 2024, (amounts in thousands).
| Debt Summary: | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| Balance | |||||
| Fixed rate | $ | 1,058,524 | $ | 1,182,474 | |
| Variable rate—hedged | 2,616,698 | 2,075,000 | |||
| Total fixed rate | 3,675,222 | 3,257,474 | |||
| Total variable rate | 369,277 | 363,550 | |||
| Total debt | $ | 4,044,499 | $ | 3,621,024 | |
| Debt, preferred equity, and other investments subject to variable rate | 128,619 | 117,006 | |||
| Net exposure to variable rate debt | 240,658 | 246,544 | |||
| Percent of Total Debt: | |||||
| Fixed rate | 90.9 | % | 90.0 | % | |
| Variable rate (1) | 9.1 | % | 10.0 | % | |
| Total | 100.0 | % | 100.0 | % | |
| Effective Interest Rate for the Year: | |||||
| Fixed rate | 5.17 | % | 5.18 | % | |
| Variable rate | 6.29 | % | 5.17 | % | |
| Effective interest rate | 5.34 | % | 5.17 | % |
(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net exposure to variable rate debt was 6.1% and 7.0% as of December 31, 2025 and December 31, 2024, respectively.
The variable rate debt shown above generally bears interest at an interest rate based on adjusted Term SOFR (3.69% and 4.33% as of December 31, 2025 and 2024, respectively). Our consolidated debt as of December 31, 2025 had a weighted average term to maturity of 2.34 years.
Certain of our debt and equity investments and other investments, with carrying values of $128.6 million as of December 31, 2025 and $117.0 million as of December 31, 2024, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of our consolidated variable rate debt to total debt was 6.1% and 7.0% as of December 31, 2025 and 2024, respectively.
Mortgage Financing
As of December 31, 2025, our total mortgage debt (excluding our share of joint venture mortgage debt of $5.9 billion) consisted of $2.1 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest rate of 5.40% and $0.1 billion of variable rate debt with an effective weighted average interest rate of 6.17%.
Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was previously amended by the Company in November 2017, and was originally entered into by the Company in November 2012. As of December 31, 2025, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan (or "Term Loan A"), and a $100.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027, and May 19, 2026, respectively. Term Loan B has one six-month, as-of-right extension option to November 19, 2026. The revolving credit facility has two six-month, as-of-right extension options to May 15, 2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.
As of December 31, 2025, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long
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term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
As of December 31, 2025, the applicable spread over adjusted Term SOFR plus 10 basis points for the 2021 credit facility was 140 basis points for the revolving credit facility, 160 basis points for Term Loan A, and 180 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. As of December 31, 2025, the facility fee was 30 basis points.
As of December 31, 2025, we had $7.5 million of outstanding letters of credit, $640.0 million drawn under the revolving credit facility and $1.15 billion of outstanding term loans, with total undrawn capacity of $602.5 million under the 2021 credit facility. As of December 31, 2025 and December 31, 2024, the revolving credit facility had a carrying value of $637.8 million and $316.2 million, respectively, net of deferred financing costs. As of December 31, 2025 and December 31, 2024, the term loans had a carrying value of $1.1 billion and $1.1 billion, respectively, net of deferred financing costs. The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility. The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
CMBS Repurchase Facility
In December 2024, the Company entered into a repurchase facility for CMBS (CMBS Repurchase Facility), which provides us with the ability to sell certain CMBS investments with a simultaneous agreement to repurchase the same at a certain date or on demand. We seek to mitigate risks associated with our repurchase facility by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase facility permit valuation adjustments based on capital markets activity and are not limited to collateral-specific credit marks. To monitor credit risk associated with our CMBS investments, our asset management team regularly reviews our investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary. The risk associated with potential margin calls is further mitigated by our ability to collateralize the facility with additional assets from our portfolio of investments, our ability to satisfy margin calls with cash or cash equivalents and our access to additional liquidity. As of December 31, 2025, there have been no margin calls on the CMBS Repurchase Facility. At December 31, 2025, there was no outstanding balance of on the facility.
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2025 and 2024, respectively, by scheduled maturity date (dollars in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issuance | Unpaid Principal Balance | Accreted Balance | Accreted Balance | Interest Rate (1) | Initial Term (in Years) | Maturity Date | ||||||||||||||
| December 17, 2015 (2) | $ | — | $ | — | $ | 100,000 | 4.27 | % | 10 | December 2025 | ||||||||||
| $ | — | $ | — | $ | 100,000 | |||||||||||||||
| Deferred financing costs, net | — | (103) | ||||||||||||||||||
| $ | — | $ | — | $ | 99,897 |
(1)Interest rate as of December 31, 2024. The notes were repaid upon maturity in December 2025.
(2)Issued by the Company and the Operating Partnership as co-obligors.
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Restrictive Covenants
The terms of the 2021 credit facility and our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of December 31, 2025 and 2024, we were in compliance with all such covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 26 basis points over the three-month Term SOFR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through the use of interest rate derivative instruments and through our variable rate debt and preferred equity investments. Based on the debt outstanding as of December 31, 2025, a hypothetical 100 basis point increase in the applicable floating interest rate curve would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $2.3 million and would increase our share of joint venture annual interest cost by $4.5 million. As of December 31, 2025, $127.9 million, or 76.0%, of our $168.4 million debt and preferred equity portfolio was indexed to SOFR.
We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges for accounting purposes are adjusted to fair value through income. If a derivative is considered a hedge for accounting purposes, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.
Consolidated long-term debt of $3.7 billion bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of December 31, 2025 bore interest based on a spread to LIBOR of 145 basis points and Term SOFR of 148 basis points to 260 basis points.
Off-Balance Sheet Arrangements
We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence over, but not control, the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated financial statements.
Dividends/Distributions
We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership.
To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains.
Any dividend we pay may be in the form of cash, stock, or a combination thereof, subject to IRS limitations on the use of stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.
Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 2021 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.
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Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within two property insurance programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company ("Belmont"), provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be maintained or adequately cover our risk of loss.
Funds from Operations
Funds from Operations ("FFO") is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in accordance with standards established by Nareit, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the Nareit definition, or that interpret the Nareit definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of Nareit in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
The Company presents FFO because it considers it an important supplemental measure of the Company's operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company's financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company's liquidity, nor is it indicative of funds available to fund the Company's cash needs, including our ability to make cash distributions.
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FFO for the years ended December 31, 2025, 2024, and 2023 are as follows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| Net (loss) income attributable to SL Green common stockholders | $ | (111,860) | $ | 7,060 | $ | (579,509) | ||||
| Add: | ||||||||||
| Depreciation and amortization | 255,713 | 207,443 | 247,810 | |||||||
| Joint venture depreciation and noncontrolling interest adjustments | 312,025 | 287,671 | 284,284 | |||||||
| Net loss attributable to noncontrolling interests | (8,644) | (431) | (42,033) | |||||||
| Less: | ||||||||||
| Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate | 86,068 | 208,144 | (13,368) | |||||||
| Purchase price and other fair value adjustments | (33,517) | 83,430 | (6,813) | |||||||
| (Loss) gain on sale of real estate, net | (2,143) | 3,025 | (32,370) | |||||||
| Depreciable real estate reserves and impairments | (32,092) | (104,071) | (382,374) | |||||||
| Depreciable real estate reserves in unconsolidated joint venture | (14,592) | (263,190) | — | |||||||
| Depreciation on non-rental real estate assets | 5,838 | 4,583 | 4,136 | |||||||
| Funds from Operations attributable to SL Green common stockholders and unit holders | $ | 437,672 | $ | 569,822 | $ | 341,341 |
Seasonality
Our business at SUMMIT is subject to, among other things, tourism trends and weather conditions, resulting in seasonal fluctuation. The table below shows SUMMIT's revenue for each quarter during the years ended December 31, 2025 and December 31, 2024. We do not consider any other components of our business to be subject to material seasonal fluctuations.
| Year Ended December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| 1st Quarter | 18.0% | 19.0% | ||
| 2nd Quarter | 26.0% | 26.0% | ||
| 3rd Quarter | 27.0% | 28.0% | ||
| 4th Quarter | 29.0% | 27.0% | ||
| Total | 100.0% | 100.0% |
Climate Change
Climate regulation in New York City is among the most stringent and requires building owners to comply with ambitious emissions limits. New York City enacted Local Law 97 (LL97) in 2019 under the Climate Mobilization Act, setting carbon caps for large buildings starting in 2024 as part of a broader commitment to reducing greenhouse gas emissions by 40% by 2030, and by 80% by 2050. We expect to be compliant in the first compliance period through 2029, with no material financial impact on our portfolio.
While SL Green's portfolio has not been substantially affected by climate-related events to New York City real estate, such as Hurricane Sandy in 2012, we have continued to develop our approach to physical climate risk assessment, management, and mitigation in order to minimize the impacts of future events. In 2024, the Company released a revised TCFD report, which expanded the physical and transition risks and opportunities and progress related to TCFD disclosure originally released in 2021.
We consider the successful management and mitigation of climate-related risks across our portfolio as an opportunity to increase the financial value of our buildings and pass on these benefits to our stakeholders, tenants, and investors. We believe our investments over the last 20 years in energy efficiency improvements and greenhouse gas emissions reductions have minimized the impact of climate legislation on our portfolio and our active development pipeline sets the standard for sustainable new construction and responsible community engagement. We leverage years of operational excellence to incorporate innovative design and technological solutions. We also utilize recommendations from our portfolio-wide New York State Energy Research and Development Authority ("NYSERDA") emissions reduction study to help lower emissions from tenant spaces and base building operations. Together, these measures are expected to minimize our vulnerability to the physical risks of climate change, as well as transition risks covering policy and legal, market, technology, and reputational factors.
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Accounting Standards Updates
The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies Accounting Standards Updates" in the accompanying consolidated financial statements.
Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York metropolitan area markets, occupancy, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
•the effect of general economic, geopolitical, business and financial conditions, and their effect on the New York City real estate market in particular;
•dependence upon the New York City real estate market;
•risks of real estate acquisitions, dispositions, development 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 or borrowers;
•adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;
•availability of debt and equity capital for our operational needs and investment strategy;
•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 our 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;
•risks related to our asset management business, including our ability to identify suitable investments, manage actual and potential conflicts of interest and comply with regulations on our asset management subsidiary under the Investment Advisers Act of 1940; 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.
Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
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MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001040971-25-000010.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the ownership, management, operation, acquisition, development, redevelopment, repositioning and financing of commercial real estate properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.
The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 is included in Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024, and is incorporated by reference into this Annual Report on Form 10-K.
Leasing and Operating
As of December 31, 2024, our same-store Manhattan office property occupancy inclusive of leases signed but not commenced, was 92.5% compared to 90.0% as of December 31, 2023. We signed office leases in Manhattan encompassing approximately 3.6 million square feet, of which approximately 2.3 million square feet represented office leases that replaced previously occupied space.
According to Cushman & Wakefield, 2024 leasing activity in Manhattan totaled approximately 23.4 million square feet. Of the total 2024 leasing activity in Manhattan, the Midtown submarket accounted for approximately 16.7 million square feet, or approximately 71.4%. Manhattan's overall office vacancy went from 22.8% as of December 31, 2023 to 23.3% as of December 31, 2024. Overall average asking rents in Manhattan decreased in 2024 by 0.8% from $73.33 per square foot as of December 31, 2023 to $72.73 per square foot as of December 31, 2024, while Manhattan Class A asking rents increased to $81.19 per square foot, up 0.3% from $80.98 as of December 31, 2023.
Acquisition and Disposition Activity
According to Cushman & Wakefield, overall Manhattan sales volume increased by 7.2% in 2024 to $14.8 billion as compared to $13.8 billion in 2023. In 2024, we continued to sell joint venture interests in quality assets as well as dispose of properties that were considered non-core or had a more limited growth trajectory, raising efficiently priced capital that was used primarily for debt reduction. During the year, we closed on the sales of all or a portion of our interests in 717 Fifth Avenue, 719 Seventh Avenue, 625 Madison Avenue, Palisades Premier Conference Center, One Vanderbilt Avenue, and the Giorgio Armani Residences at 760 Madison Avenue for total gross valuations of $6.4 billion, generating net proceeds to the Company of $500.7 million.
Debt and Preferred Equity
In 2023 and 2024, in our debt and preferred equity portfolio we continued to focus on underwriting financings for owners, acquirers or developers of properties in New York City as well as expanding our special servicing business. At the same time, some investments were repaid, the proceeds of which were utilized for debt repayment, and we converted one investment into equity ownership. Our investment strategy provides us with the opportunity to fill a need for additional debt financing, while achieving attractive risk adjusted returns to us on the investments and receiving a significant amount of additional information on the New York City real estate market. During 2024, our debt and preferred equity portfolio decreased as a result of the repayment of an investment with a carrying value of $64.6 million, offset by $21.6 million of advances under future funding obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization. This does not include the origination of a $235.4 million preferred equity investment made by the Company and its joint venture partner, which is included in Investment in unconsolidated joint ventures in our consolidated balance sheet.
For descriptions of significant activities in 2024, refer to "Part I, Item 1. Business - Highlights from 2024."
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Critical Accounting Estimates
Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting estimates affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major investments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an acquired entity by allocating the purchase price, including transaction costs, at their respective fair values on the acquisition date.
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases.
The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed involves subjectivity as the allocations are based on an analysis of the respective fair values. In determining the fair value of the real estate acquired, the Company will use a third-party valuation which primarily utilizes cash flow projections that apply, among other things, estimated revenue and expense growth rates, future market rents, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. We assess fair value of the acquired leases based on estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. The determined and allocated fair values to the real estate acquired will affect the amount of depreciation and amortization we record over the respective estimated useful lives or term of the lease.
The Company classifies those leases under which the Company is the lessee at lease commencement as finance or operating leases. Leases qualify as finance leases if i) the lease transfers ownership of the asset at the end of the lease term, ii) the lease grants an option to purchase the asset that we are reasonably certain to exercise, iii) the lease term is for a major part of the remaining economic life of the asset, iv) the present value of the lease payments exceeds substantially all of the fair value of the asset, or v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Leases that do not qualify as finance leases are deemed to be operating leases. On the consolidated statements of operations, operating leases are expensed through operating lease rent while financing leases are expensed through amortization and interest expense.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year after major construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for occupancy and capitalize only those costs associated with the portions under construction.
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Properties are individually evaluated for impairment quarterly or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A consolidated property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property taking into account the appropriate capitalization rate in determining the future terminal value. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property as calculated in accordance with ASC 820. We assess for impairment indicators based on factors such as, among other things, market conditions, occupancy rates, collections, and the overall operating performance of the asset. If indicators of impairment are present, we evaluate real estate investments for potential impairment primarily utilizing estimated fair value based on discounted future cash flows utilizing appropriate discount and capitalization rates, in addition to sales comparison approach, which utilizes comparable sales, listings and sales contracts.
We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no longer recorded. See Note 4, "Properties Held for Sale and Property Dispositions."
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the Company for the activities that most significantly impact the joint venture's economic performance based on the business purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are provided with participating or protective rights over the activities that most significantly impact the entity's economic performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of tax returns and auditors. If our joint venture partner has substantive participating rights and we are determined not to be the primary beneficiary, we do not consolidate the entity.
These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture and includes adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future obligations of the joint venture or may otherwise be committed to provide future additional financial support. We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans.
We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments for impairment based on each joint ventures' actual and projected cash flows. Aside from charges noted in Note 6, "Investment in Unconsolidated Joint Ventures," we do not believe that the values of any of our equity investments were impaired as of December 31, 2024.
We may originate loans for real estate acquisition, development and construction ("ADC loans") where we expect to receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and preferred equity investments.
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Results of Operations
Comparison of the year ended December 31, 2024 to the year ended December 31, 2023
The following comparison for the year ended December 31, 2024, or 2024, to the year ended December 31, 2023, or 2023, makes reference to the effect of the following:
i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2023 and still owned by us in the same manner as of December 31, 2024 (Same-Store Properties totaled 21 of our 27 consolidated operating buildings),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2024 and 2023 and all non-Same-Store Properties, including properties that are under development or redevelopment,
iii."Disposed Properties." which represents all properties or interests in properties sold in 2024 and 2023,
iv."Alternative Strategy Portfolio," which represents non-core assets, and
v.“Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and Emerge Inc.
| Same-Store | Disposed | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2024 | 2023 | $ Change | % Change | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | $ Change | % Change | ||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 563.4 | $ | 549.6 | $ | 13.8 | 2.5 | % | $ | 0.8 | $ | — | $ | 41.8 | $ | 133.7 | $ | 606.0 | $ | 683.3 | $ | (77.3) | (11.3) | % | ||||||||||||||||||||||
| SUMMIT Operator revenue | — | — | — | — | % | — | — | 133.2 | 118.3 | 133.2 | 118.3 | 14.9 | 12.6 | % | ||||||||||||||||||||||||||||||||
| Investment income | — | — | — | — | % | — | — | 24.4 | 34.7 | 24.4 | 34.7 | (10.3) | (29.7) | % | ||||||||||||||||||||||||||||||||
| Interest income from real estate loans held by consolidated securitization vehicles | — | — | — | — | % | — | — | 19.0 | — | 19.0 | — | 19.0 | 100.0 | % | ||||||||||||||||||||||||||||||||
| Other income | 8.0 | 4.1 | 3.9 | 95.1 | % | — | — | 95.7 | 73.3 | 103.7 | 77.4 | 26.3 | 34.0 | % | ||||||||||||||||||||||||||||||||
| Total revenues | 571.4 | 553.7 | 17.7 | 3.2 | % | 0.8 | — | 314.1 | 360.0 | 886.3 | 913.7 | (27.4) | (3.0) | % | ||||||||||||||||||||||||||||||||
| Property operating expenses | 328.0 | 277.0 | 51.0 | 18.4 | % | 0.7 | 0.2 | 13.7 | 90.3 | 342.4 | 367.5 | (25.1) | (6.8) | % | ||||||||||||||||||||||||||||||||
| SUMMIT Operator expenses | — | — | — | — | % | — | — | 111.7 | 101.2 | 111.7 | 101.2 | 10.5 | 10.4 | % | ||||||||||||||||||||||||||||||||
| SUMMIT Operator tax expense | 0.7 | 9.2 | (8.5) | (92.4) | % | |||||||||||||||||||||||||||||||||||||||||
| Transaction related costs | — | — | — | — | % | — | — | 0.4 | 1.1 | 0.4 | 1.1 | (0.7) | (63.6) | % | ||||||||||||||||||||||||||||||||
| Marketing, general and administrative | — | — | — | — | % | — | — | 85.2 | 111.4 | 85.2 | 111.4 | (26.2) | (23.5) | % | ||||||||||||||||||||||||||||||||
| 328.0 | 277.0 | 51.0 | 18.4 | % | 0.7 | 0.2 | 211.0 | 304.0 | 540.4 | 590.4 | (50.0) | (8.5) | % | |||||||||||||||||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense and amortization of deferred financing costs, net of interest income | $ | (153.8) | $ | (145.0) | $ | (8.8) | 6.1 | % | ||||||||||||||||||||||||||||||||||||||
| Interest expense on senior obligations of consolidated securitization vehicles | (14.6) | — | (14.6) | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (207.4) | (247.8) | 40.4 | (16.3) | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net loss from unconsolidated joint ventures | (179.7) | (76.5) | (103.2) | 134.9 | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate | 208.1 | (13.4) | 221.5 | (1,653.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Purchase price and other fair value adjustments | 89.0 | (17.3) | 106.3 | (614.5) | % | |||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on sale of real estate, net | 3.0 | (32.4) | 35.4 | (109.3) | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciable real estate reserves and impairments | (104.1) | (382.4) | 278.3 | (72.8) | % | |||||||||||||||||||||||||||||||||||||||||
| Gain (loss) on early extinguishment of debt | 43.8 | (0.9) | 44.7 | (4,966.7) | % | |||||||||||||||||||||||||||||||||||||||||
| Loan loss and other investment reserves, net of recoveries | — | (6.9) | 6.9 | (100.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 30.2 | $ | (599.3) | $ | 629.5 | (105.0) | % |
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Rental Revenue
Rental revenues decreased due primarily to the deconsolidation of 245 Park Avenue ($77.6 million) as a result of the sale of a joint venture interest during the second quarter of 2023 and increased vacancy at 555 West 57th Street ($10.7 million), 1350 Avenue of the Americas ($4.1 million) and 885 Third Avenue ($3.6 million). The decrease is partially offset by the consolidation of 10 East 53rd Street ($25.2 million) as a result of the agreement to acquire the partner's interest in the joint venture during the first quarter of 2024.
The following table presents a summary of the commenced leasing activity for the year ended December 31, 2024 in our Manhattan portfolio:
| Usable SF | RentableSF(1) | NewCashRent (perrentableSF) (2) | Prev.EscalatedRent (perrentableSF) (3) | TI/LC per rentable SF | Free Rent (in months) | Average Lease Term (in years) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manhattan | ||||||||||||||||||||||
| Space available at beginning of the year | 2,738,177 | |||||||||||||||||||||
| Space which became available during the year(4) | ||||||||||||||||||||||
| • Office | 980,111 | |||||||||||||||||||||
| • Retail | 89,082 | |||||||||||||||||||||
| • Storage | 5,177 | |||||||||||||||||||||
| 1,074,370 | ||||||||||||||||||||||
| Total space available | 3,812,547 | |||||||||||||||||||||
| Leased space commenced during the year: | ||||||||||||||||||||||
| • Office(5) | 1,078,894 | 1,132,979 | $ | 94.54 | $ | 100.13 | $ | 110.78 | 11.2 | 11.0 | ||||||||||||
| • Retail | 104,211 | 97,923 | $ | 42.31 | $ | 37.10 | $ | 35.96 | 2.9 | 5.9 | ||||||||||||
| • Storage | 1,140 | 1,096 | $ | 15.47 | $ | 15.00 | $ | — | — | 1.4 | ||||||||||||
| Total leased space commenced | 1,184,245 | 1,231,998 | $ | 90.32 | $ | 92.24 | $ | 104.74 | 10.5 | 10.6 | ||||||||||||
| Total available space at end of year | 2,628,302 | |||||||||||||||||||||
| Early renewals | ||||||||||||||||||||||
| • Office | 1,488,717 | 1,533,979 | $ | 85.98 | $ | 74.99 | $ | 84.62 | 10.5 | 9.6 | ||||||||||||
| • Retail | 16,761 | 16,758 | $ | 200.74 | $ | 227.95 | $ | — | — | 5.0 | ||||||||||||
| • Storage | 536 | 557 | $ | 46.22 | $ | 39.91 | $ | — | — | 4.6 | ||||||||||||
| Total early renewals | 1,506,014 | 1,551,294 | $ | 87.21 | $ | 76.63 | $ | 83.67 | 10.4 | 9.6 | ||||||||||||
| Total commenced leases, including replaced previous vacancy | ||||||||||||||||||||||
| • Office | 2,666,958 | $ | 89.62 | $ | 81.30 | $ | 95.73 | 10.8 | 10.2 | |||||||||||||
| • Retail | 114,681 | $ | 65.46 | $ | 73.05 | $ | 30.70 | 2.5 | 5.8 | |||||||||||||
| • Storage | 1,653 | $ | 25.83 | $ | 23.95 | $ | — | — | 2.5 | |||||||||||||
| Total commenced leases | 2,783,292 | $ | 88.59 | $ | 80.92 | $ | 93.00 | 10.4 | 10.0 |
(1)Represents the rentable square footage at the time the property was acquired.
(2)Annual initial base rent.
(3)Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a consumer price index (CPI) adjustment.
(4)Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.
(5)Average starting office rent excluding new tenants replacing vacancies was $95.92 per rentable square feet for 514,272 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $88.48 per rentable square feet for 2,048,251 rentable square feet.
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SUMMIT Operator revenue
SUMMIT Operator revenues were higher for the year ended December 31, 2024, compared to the same period in 2023 due primarily to increased attendance.
Investment Income
Investment income decreased due to a lower weighted average debt and preferred equity investment balance for the period ended December 31, 2024 as compared to the same period in 2023. For the years ended December 31, 2024 and 2023, the weighted average balance of our debt and preferred equity investment portfolio and the weighted average yield were $328.9 million and 6.9%, respectively, compared to $563.0 million and 6.2%, respectively.
Interest income from real estate loans held by consolidated securitization vehicles
During the year December 31, 2024, we acquired securities in CMBS securitization trusts that resulted in consolidation of the trusts on our financial statements. The amounts recorded include our interest income as well as the interest income associated with CMBS positions owned by third parties, which is offset by the amounts recorded in Interest expense on senior obligations of consolidated securitization vehicles. As a result, the net impact is limited to the interest income on the CMBS securities we own directly and not the consolidated interest income and interest expense. We did not hold any investments in CMBS securitization trusts that resulted in consolidation during the year ended December 31, 2023.
Other Income
Other income increased due primarily to fee income related to the sale of 625 Madison Avenue ($11.5 million) as well as higher management, leasing, and construction management fee income ($24.6 million) and an increase in special servicing income ($2.9 million). This increase was offset by a decrease in lease termination income ($6.4 million) and fee income related to the 49.9% interest sale of 245 Park Avenue ($4.7 million) and One Madison Avenue ($2.1 million) recognized during the year ended December 31, 2023.
Property Operating Expenses
Property operating expenses decreased due primarily to the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($26.8 million) and decreases in variable expenses ($5.3 million) and real estate taxes ($3.3 million) at our Acquired properties. These decreases were partially offset by the consolidation of 10 East 53rd Street ($11.1 million) as a result of the agreement to acquire the partner's interest in the joint venture during the first quarter of 2024.
SUMMIT Operator expenses
SUMMIT Operator expenses were higher for the year ended December 31, 2024, compared to the same period in 2023 due to increased variable expenses, including percentage rent, as a result of increased attendance.
SUMMIT Operator tax expense
The decrease in SUMMIT Operator tax expense for the year ended December 31, 2024 as compared to the same period in 2023 was the result of an adjustment made in the third quarter of 2024 related to 2023 projected tax expense being more than 2023 actual tax expense.
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses decreased to $85.2 million for the year ended December 31, 2024, compared to $111.4 million for the same period in 2023, due primarily to compensation expense related to the non-renewal of the Company's former President ($18.7 million) recorded in the fourth quarter of 2023.
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, increased due primarily to a decrease in interest capitalization in connection with properties that are under development or redevelopment ($35.1 million), increased interest expense from the revolving credit facility ($11.2 million) due to a higher weighted average interest rate, and the consolidation of 10 East 53rd Street ($10.7 million) as a result of the agreement to acquire the partner's interest in the joint venture during the first quarter of 2024. These increases were offset by the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($31.1 million), the repayment of unsecured corporate term loans ($10.1 million) in the third quarter of 2023, the discounted mortgage repayment at 690 Madison Avenue in the fourth quarter of 2024 ($4.3 million), and the sale of 719 Seventh in the second quarter of 2024 ($4.0 million). The weighted average consolidated debt balance outstanding was $3.7 billion for the year ended December 31, 2024 as compared to $4.6 billion for the year ended December 31, 2023. The consolidated weighted average interest rate was 5.17% for the year ended December 31, 2024 as compared to 4.71% for the year ended December 31, 2023.
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Interest expense on senior obligations of consolidated securitization vehicles
During the year December 31, 2024, we acquired securities in CMBS securitization trusts that resulted in consolidation of the trusts on our financial statements. The amounts include the interest expense associated with CMBS positions owned by third parties, which is an offset to the third party interest income recognized in Interest income from real estate loans held by consolidated securitization vehicles. As a result, the impact is limited to interest income on the CMBS securities we own directly and not the consolidated interest income and interest expense. We did not hold any investments in CMBS securitization trusts that resulted in consolidation during the year ended December 31, 2023.
Depreciation and Amortization
Depreciation and amortization decreased due primarily to the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($48.5 million), partially offset by the consolidation of 10 East 53rd Street ($11.3 million) as a result of the agreement to acquire the partner's interest in the joint venture during the first quarter of 2024 for the year ended December 31, 2024.
Equity in net loss from unconsolidated joint ventures
Equity in net loss from unconsolidated joint ventures increased due primarily to impairments recognized during the year ended December 31, 2024 at 5 Times Square ($146.4 million), Worldwide Plaza ($72.6 million), 2 Herald Square ($20.4 million), 85 Fifth Avenue ($12.0 million) and 115 Spring Street ($11.7 million) during the year ended December 31, 2024. These impairments were partially offset by the $141.7 million and $30.7 million gains on discounted debt extinguishment at 2 Herald Square and 280 Park Avenue, respectively, during the year ended December 31, 2024. The year ended December 31, 2023 included $23.6 million of income recognized for holdover rent, interest and reimbursement of attorneys' fees collected following the completion of legal proceedings against a former tenant and its guarantor at 2 Herald Square.
Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate
During the year ended December 31, 2024, we recognized gains on the sale of an 11% interest in One Vanderbilt ($187.6 million) and our interest in 717 Fifth Avenue ($26.4 million), partially offset by a loss on the sale of our interest in 625 Madison Avenue ($7.2 million). During the year ended December 31, 2023, we recognized losses on the sales of our interests in 21 East 66th Street ($12.7 million) and 121 Greene Street ($0.3 million).
Purchase price and other fair value adjustments
During the year ended December 31, 2024, we recorded a $117.8 million positive fair value adjustment relating to the consolidation of 100 Park Avenue and a $19.6 million positive fair value adjustment for the secured borrowing related to the previous sale of an interest at One Madison Avenue. Additionally, we recorded a $5.5 million positive fair value adjustment related to derivatives that are not designated as hedges for accounting purposes. These positive adjustments were partially offset by a $55.7 million negative fair value adjustment relating to the consolidation of 10 East 53rd Street. During the year ended December 31, 2023, we recorded a $17.0 million negative fair value adjustment relating to the 50.1% interest we retained in 245 Park Avenue, which was deconsolidated when a 49.9% joint venture interest was sold, and a $10.4 million negative fair value adjustment related to derivatives that are not designated as hedges for accounting purposes. This was partially offset by a $10.2 million purchase price adjustment related to a previous transaction.
Gain (loss) on sale of real estate, net
During the year ended December 31, 2024, we recognized a gain on the sale of Palisades Conference Center ($7.3 million) and losses on the sales of 719 Seventh Avenue ($2.1 million) and the Giorgio Armani Residences at 760 Madison Avenue ($1.5 million). During the year ended December 31, 2023, we recognized a loss on the sale of a 49.9% joint venture interest in 245 Park Avenue ($32.8 million).
Depreciable Real Estate Reserves and Impairments
During the year ended December 31, 2024, we recognized depreciable real estate reserves and impairments at 719 Seventh Avenue ($46.3 million), 690 Madison Avenue ($34.3 million) and 760 Madison Avenue ($17.6 million), reflective of $15.1 million of capitalized interest for 760 Madison Avenue, to reduce the carrying value of our investments based on the sales contracts that the Company entered into for these properties. In addition, we recognized depreciable real estate reserves and impairments related to our investment in 625 Madison Avenue ($5.9 million), which remained under contract for sale as of March 31, 2024 prior to the sale closing in the second quarter of 2024. During the year ended December 31, 2023, we recognized depreciable real estate reserves and impairments related to our leasehold interest at 625 Madison Avenue ($272.6 million), which was under contract for sale as of December 31, 2023, 2 Herald Square ($101.7 million) and 1552-1560 Broadway ($8.0 million) following an assessment of the investments for recoverability.
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Gain (loss) on early extinguishment of debt
During the year ended December 31, 2024, we recognized a $26.0 million gain on discounted debt extinguishment at 690 Madison Avenue and a $17.8 million gain on discounted debt extinguishment at 719 Seventh Avenue.
Loan loss and other investment reserves, net of recoveries
During the year ended December 31, 2024, we did not recognize any loan loss and other investment reserves. During the year ended December 31, 2023, we recorded $6.9 million of loan loss reserve on one debt and preferred equity investment.
Comparison of the year ended December 31, 2023 to the year ended December 31, 2022
For a comparison of the year ended December 31, 2023 to the year ended December 31, 2022, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024.
Liquidity and Capital Resources
We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness and for debt and preferred equity investments will include:
(1)Cash flow from operations;
(2)Cash on hand;
(3)Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of debt and preferred equity investments;
(4)Borrowings under the revolving credit facility;
(5)Other forms of secured or unsecured financing; and
(6)Proceeds from common or preferred equity or debt offerings by the Company or the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities).
Cash flow from operations is primarily dependent upon the collectability of rent, the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will continue to serve as a source of operating cash flow.
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The combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, senior unsecured notes (net of discount), trust preferred securities, our share of joint venture debt, including as-of-right extension options, estimated interest expense, and our obligations under our financing and operating leases, as of December 31, 2024 are as follows (in thousands):
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property mortgages and other loans | $ | 373,551 | $ | 190,148 | $ | 910,000 | $ | 205,000 | $ | — | $ | 272,325 | $ | 1,951,024 | ||||||||||||
| Revolving credit facility | — | — | 320,000 | — | — | — | 320,000 | |||||||||||||||||||
| Unsecured term loans | — | 100,000 | 1,050,000 | — | — | — | 1,150,000 | |||||||||||||||||||
| Senior unsecured notes | 100,000 | — | — | — | — | — | 100,000 | |||||||||||||||||||
| Trust preferred securities | — | — | — | — | — | 100,000 | 100,000 | |||||||||||||||||||
| Financing leases | 3,228 | 3,276 | 3,325 | 3,375 | 3,426 | 193,368 | 209,998 | |||||||||||||||||||
| Operating leases | 53,595 | 53,734 | 53,746 | 54,211 | 54,443 | 1,154,422 | 1,424,151 | |||||||||||||||||||
| Estimated interest expense | 182,940 | 166,616 | 87,930 | 32,207 | 28,302 | 276,591 | 774,586 | |||||||||||||||||||
| Company's share of joint venture debt | 1,198,400 | 936,639 | 1,710,229 | 382,294 | — | 1,800,300 | 6,027,862 | |||||||||||||||||||
| Total | $ | 1,911,714 | $ | 1,450,413 | $ | 4,135,230 | $ | 677,087 | $ | 86,171 | $ | 3,797,006 | $ | 12,057,621 |
We estimate that for the year ending December 31, 2025, we expect to incur $114.7 million of leasing capital expenditures and $22.0 million of recurring capital expenditures on existing consolidated properties. In addition, we expect to incur $22.6 million of development or redevelopment expenditures on existing consolidated properties, of which $8.9 million will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $134.1 million, of which $22.6 million will be funded by construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.
As of December 31, 2024, we had liquidity of $1.1 billion, comprised of $922.5 million of availability under our revolving credit facility and $201.6 million of consolidated cash on hand, inclusive of $17.3 million of available-for-sale marketable securities. This liquidity excludes $131.6 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties, or debt and preferred equity investments or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described above, upon maturity, if not before.
We have investments in several real estate joint ventures with various partners who are generally considered to be financially stable. Most of our joint ventures are financed with non-recourse debt. We believe that property level cash flows along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be sufficient to fund the capital needs of our joint venture properties.
Cash Flows
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the years presented below.
Cash, restricted cash, and cash equivalents were $331.6 million and $335.5 million as of December 31, 2024 and 2023, respectively, representing a decrease of $3.9 million. The decrease was a result of the following changes in cash flows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | (Decrease) Increase | ||||||||
| Net cash provided by operating activities | $ | 129,595 | $ | 229,503 | $ | (99,908) | ||||
| Net cash provided by investing activities | $ | 118,753 | $ | 171,345 | $ | (52,592) | ||||
| Net cash used in financing activities | $ | (252,229) | $ | (449,383) | $ | 197,154 |
Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios, third party fees and our debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service, and fund dividend and distribution requirements.
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Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills, and invest in existing buildings that meet our investment criteria. During the year ended December 31, 2024, when compared to the year ended December 31, 2023, we used cash primarily for the following investing activities (in thousands):
| Capital expenditures and capitalized interest | $ | 47,794 |
|---|---|---|
| Acquisition deposits and deferred purchase price | (23,050) | |
| Joint venture investments | (266,752) | |
| Distributions from joint ventures | 20,905 | |
| Proceeds from disposition of real estate/joint venture interest | 171,414 | |
| Debt and preferred equity and other investments | (21,920) | |
| Decrease in net cash provided by investing activities | $ | (52,592) |
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $259.7 million for the year ended December 31, 2023 to $211.9 million for the year ended December 31, 2024 due to lower spending on development and redevelopment properties.
We generally fund our investment activity through the sale of real estate, the sale or repayment of debt and preferred equity investments, property-level financing, our corporate credit facilities, or construction loan facilities. From time to time, the Company may issue common or preferred stock or equity-linked securities, or the Operating Partnership may issue common or preferred units of limited partnership interest.
During the year ended December 31, 2024, when compared to the year ended December 31, 2023, we used cash for the following financing activities (in thousands):
| Proceeds from our debt obligations | $ | 636,450 |
|---|---|---|
| Repayments of our debt obligations | (725,151) | |
| Net distribution to noncontrolling interests | (7,760) | |
| Other financing activities | (158,974) | |
| Proceeds from stock options exercised and DRSPP issuance | 51,783 | |
| Proceeds from issuance of common stock | 386,790 | |
| Redemption of preferred stock | 9,197 | |
| Acquisition of subsidiary interest from noncontrolling interest | (7,289) | |
| Dividends and distributions paid | 12,108 | |
| Increase in net cash used in financing activities | $ | 197,154 |
Capitalization
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of December 31, 2024, 71,096,743 shares of common stock and no shares of excess stock were issued and outstanding.
In November 2024, the Company completed an offering of 5,063,291 shares of its common stock, par value $0.01 per share, at a price of $79.00 per share. The Company received net proceeds of approximately $386.3 million, after deducting offering expenses. The net proceeds from these offerings were contributed to the Operating Partnership in exchange for 5,063,291 common units of limited partnership interest and were used to repay debt, fund new investments and for other corporate purposes.
Share Repurchase Program
Our Board of Directors approved a $3.5 billion share repurchase program under which we can buy shares of our common stock.
As of December 31, 2024, 36,107,719 shares have been repurchased under the program, excluding the redemption of OP units. We did not repurchase any shares under the program during the year ended December 31, 2024.
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Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2024, the Company filed a new registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the years ended December 31, 2024, 2023, and 2022, respectively (dollars in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| Shares of common stock issued | 728,352 | 17,180 | 10,839 | |||||||
| Dividend reinvestments/stock purchases under the DRSPP | $ | 52,308 | $ | 525 | $ | 525 |
Fifth Amended and Restated 2005 Stock Option and Incentive Plan
The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of December 31, 2024, 1.5 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units and phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend rate for each quarter, which are either paid in cash currently or credited to the director's account as additional phantom stock units.
During the year ended December 31, 2024, 15,945 phantom stock units and 25,590 shares of common stock were issued to our Board of Directors. We recorded compensation expense of $2.8 million during the year ended December 31, 2024, respectively, related to the Deferred Compensation Plan. As of December 31, 2024, there were 125,654 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.
Employee Stock Purchase Plan
In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000 shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January 1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders. As of December 31, 2024, 245,445 shares of our common stock had been issued under the ESPP.
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Indebtedness
The table below summarizes our consolidated mortgages and other loans payable, 2021 credit facility, 2022 term loan, senior unsecured notes and trust preferred securities outstanding as of December 31, 2024 and 2023, (amounts in thousands).
| Debt Summary: | December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|---|
| Balance | |||||
| Fixed rate | $ | 1,182,474 | $ | 1,117,386 | |
| Variable rate—hedged | 2,075,000 | 2,120,000 | |||
| Total fixed rate | 3,257,474 | 3,237,386 | |||
| Total variable rate | 363,550 | 270,000 | |||
| Total debt | $ | 3,621,024 | $ | 3,507,386 | |
| Debt, preferred equity, and other investments subject to variable rate | 117,006 | 168,745 | |||
| Net exposure to variable rate debt | 246,544 | 101,255 | |||
| Percent of Total Debt: | |||||
| Fixed rate | 90.0 | % | 92.3 | % | |
| Variable rate (1) | 10.0 | % | 7.7 | % | |
| Total | 100.0 | % | 100.0 | % | |
| Effective Interest Rate for the Year: | |||||
| Fixed rate | 5.18 | % | 4.68 | % | |
| Variable rate | 5.17 | % | 6.11 | % | |
| Effective interest rate | 5.17 | % | 4.71 | % |
(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net exposure to variable rate debt was 7.0% and 3.0% as of December 31, 2024 and December 31, 2023, respectively.
The variable rate debt shown above generally bears interest at an interest rate based on adjusted Term SOFR (4.33% and 5.35% as of December 31, 2024 and 2023, respectively). Our consolidated debt as of December 31, 2024 had a weighted average term to maturity of 2.80 years.
Certain of our debt and equity investments and other investments, with carrying values of $117.0 million as of December 31, 2024 and $168.7 million as of December 31, 2023, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of our consolidated variable rate debt to total debt was 7.0% and 3.0% as of December 31, 2024 and 2023, respectively.
Mortgage Financing
As of December 31, 2024, our total mortgage debt (excluding our share of joint venture mortgage debt of $6.0 billion) consisted of $1.6 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest rate of 5.80% and $0.4 billion of variable rate debt with an effective weighted average interest rate of 6.60%.
Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was previously amended by the Company in November 2017, and was originally entered into by the Company in November 2012. As of December 31, 2024, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027, and November 21, 2024, respectively. In November 2024, Term Loan B was paid down to $100 million and the maturity date was extended to November 19, 2025, with two additional six-month as-of-right extension options. The revolving credit facility has two six-month as-of-right extension options to May 15, 2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.
As of December 31, 2024, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points
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to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
As of December 31, 2024, the applicable spread over adjusted Term SOFR plus 10 basis points for the 2021 credit facility was 140 basis points for the revolving credit facility, 160 basis points for Term Loan A, and 180 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. As of December 31, 2024, the facility fee was 30 basis points.
As of December 31, 2024, we had $7.5 million of outstanding letters of credit, $320.0 million drawn under the revolving credit facility and $1.15 billion of outstanding term loans, with total undrawn capacity of $922.5 million under the 2021 credit facility. As of December 31, 2024 and December 31, 2023, the revolving credit facility had a carrying value of $316.2 million and $554.8 million, respectively, net of deferred financing costs. As of December 31, 2024 and December 31, 2023, the term loans had a carrying value of $1.1 billion and $1.2 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.
The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
CMBS Securities Repurchase Facility
In December 2024, the Company entered into a repurchase facility for CMBS securities (CMBS Repurchase Facility), which provides us with the ability to sell certain CMBS investments with a simultaneous agreement to repurchase the same at a certain date or on demand. We seek to mitigate risks associated with our repurchase facility by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase facility permit valuation adjustments based on capital markets activity and are not limited to collateral-specific credit marks. To monitor credit risk associated with our CMBS investments, our asset management team regularly reviews our investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary. The risk associated with potential margin calls is further mitigated by our ability to collateralize the facility with additional assets from our portfolio of investments, our ability to satisfy margin calls with cash or cash equivalents and our access to additional liquidity. As of December 31, 2024, there have been no margin calls on the CMBS Repurchase Facility. At December 31, 2024, the facility had an outstanding balance of $3.6 million.
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2024 and 2023, respectively, by scheduled maturity date (dollars in thousands):
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issuance | Unpaid Principal Balance | Accreted Balance | Accreted Balance | Interest Rate (1) | Initial Term (in Years) | Maturity Date | ||||||||||||||
| December 17, 2015 (2) | $ | 100,000 | $ | 100,000 | $ | 100,000 | 4.27 | % | 10 | December 2025 | ||||||||||
| $ | 100,000 | $ | 100,000 | $ | 100,000 | |||||||||||||||
| Deferred financing costs, net | — | (103) | (205) | |||||||||||||||||
| $ | 100,000 | $ | 99,897 | $ | 99,795 |
(1)Interest rate as of December 31, 2024.
(2)Issued by the Company and the Operating Partnership as co-obligors.
Restrictive Covenants
The terms of the 2021 credit facility and our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of December 31, 2024 and 2023, we were in compliance with all such covenants.
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Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 26 basis points over the three-month Term SOFR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through the use of interest rate derivative instruments and through our variable rate debt and preferred equity investments. Based on the debt outstanding as of December 31, 2024, a hypothetical 100 basis point increase in the applicable floating interest rate curve would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $2.3 million and would increase our share of joint venture annual interest cost by $1.9 million. As of December 31, 2024, $117.0 million, or 38.5%, of our $303.7 million debt and preferred equity portfolio was indexed to SOFR.
We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges for accounting purposes are adjusted to fair value through income. If a derivative is considered a hedge for accounting purposes, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.
Our consolidated long-term debt of $3.3 billion bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of December 31, 2024 bore interest based on a spread to LIBOR of 145 basis points and Term SOFR of 175 basis points to 275 basis points.
Off-Balance Sheet Arrangements
We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence over, but not control, the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated financial statements.
Dividends/Distributions
We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership.
To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains.
Any dividend we pay may be in the form of cash, stock, or a combination thereof, subject to IRS limitations on the use of stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.
Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 2021 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.
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Related Party Transactions
One Vanderbilt Avenue Investment
In December 2016, we entered into agreements with entities owned and controlled by our Chairman, Chief Executive Officer ("CEO") and Interim President, Marc Holliday, and our former President, Andrew Mathias, pursuant to which they agreed to make an investment in our One Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt) at the appraised fair market value for the interests acquired. This investment entitles these entities to receive a percentage of any profits realized by the Company from its One Vanderbilt project in excess of the Company's capital contributions, of approximately 1.27% and 0.85%, respectively, on account of the property and 1.92% and 1.28%, respectively, on account of SUMMIT One Vanderbilt. The entities had no right to any return of capital. Accordingly, subject to previously disclosed repurchase rights, these interests had no value and these entities were not entitled to any amounts (other than limited distributions to cover tax liabilities incurred) unless and until the Company received distributions from the One Vanderbilt project in excess of the Company's aggregate investment in the project. The entities owned and controlled by Messrs. Holliday and Mathias paid $1.4 million and $1.0 million, respectively, which equaled the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an independent third-party appraisal that we obtained.
Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the right to repurchase these interests on the seven-year anniversary of the stabilization of the project or upon the occurrence of certain separation events prior to the stabilization of the project relating to each of Messrs. Holliday's and Mathias's continued service with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value based on the project's sale price, if applicable, or fair market value as determined by an independent third party appraiser. In 2022, stabilization of the property (excluding SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holiday and Mathias exercised their rights to tender 50% of their interests in the property (excluding SUMMIT One Vanderbilt) in July 2022. In 2023, stabilization of SUMMIT One Vanderbilt was achieved.
As of December 31, 2024, Messrs. Holiday's and Mathias's remaining interests in the One Vanderbilt project are included in Preferred units and redeemable equity in the mezzanine equity section of the Company's consolidated financial statements.
One Vanderbilt Avenue Leases
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space. For the years ended December 31, 2024, 2023, and 2022 we recorded $3.0 million, $3.0 million, and $3.0 million respectively, of rent expense under the lease.
Additionally, in June 2021, we, through a consolidated subsidiary, entered into a lease agreement with the One Vanderbilt Avenue joint venture for SUMMIT One Vanderbilt, which commenced operations in October 2021. For the year ended December 31, 2024, we recorded $41.4 million of rent expense under the lease, including percentage rent, of which $27.7 million was recognized as income as a component of Equity in net income (loss) from unconsolidated joint ventures in our consolidated statements of operations. For the year ended December 31, 2023, we recorded $38.9 million of rent expense under the lease, including percentage rent, of which $26.2 million was recognized as income as a component of Equity in net income (loss) from unconsolidated joint ventures in our consolidated statements of operations. For the year ended December 31, 2022, we recorded $33.0 million of rent expense under the lease, including percentage rent, of which $22.8 million was recognized as income as a component of Equity in net income (loss) from unconsolidated joint ventures in our consolidated statements of operations. See Note 20, "Commitments and Contingencies."
719 Seventh Avenue
In April 2024, the Company entered into an arrangement to sell the property at 719 Seventh Avenue for $30.5 million to a special purpose entity ("SPE"), of which our former President and current director, Andrew Mathias, is a partner. No amounts from the transaction will be payable to Mr. Mathias. Mr. Mathias is initially expected to own up to 40% of the equity of the SPE, representing an investment by Mr. Mathias of up to approximately $7.0 million in the acquisition of the property. The transaction closed during the second quarter of 2024. See Note 4, "Properties Held for Sale and Property Dispositions."
760 Madison Avenue Condominium Unit
In July 2024, the Company entered into an agreement to sell one of the condominium units located at 760 Madison Avenue to an entity owned by a trust of which the beneficiaries are the family members of our Chairman, CEO and Interim President, Marc Holliday, for $8.4 million. The transaction is expected to close in the first quarter of 2025.
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Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within two property insurance programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company ("Belmont"), provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be maintained or adequately cover our risk of loss.
Funds from Operations
FFO is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
The Company presents FFO because it considers it an important supplemental measure of the Company's operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company's financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company's liquidity, nor is it indicative of funds available to fund the Company's cash needs, including our ability to make cash distributions.
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FFO for the years ended December 31, 2024, 2023, and 2022 are as follows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||
| Net income (loss) attributable to SL Green common stockholders | $ | 7,060 | $ | (579,509) | $ | (93,024) | ||||
| Add: | ||||||||||
| Depreciation and amortization | 207,443 | 247,810 | 216,167 | |||||||
| Joint venture depreciation and noncontrolling interest adjustments | 287,671 | 284,284 | 252,893 | |||||||
| Net loss attributable to noncontrolling interests | (431) | (42,033) | (4,672) | |||||||
| Less: | ||||||||||
| Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate | 208,144 | (13,368) | (131) | |||||||
| Purchase price and other fair value adjustments | 83,430 | (6,813) | — | |||||||
| Gain (loss) on sale of real estate, net | 3,025 | (32,370) | (84,485) | |||||||
| Depreciable real estate reserves and impairments | (104,071) | (382,374) | (6,313) | |||||||
| Depreciable real estate reserves in unconsolidated joint venture | (263,190) | — | — | |||||||
| Depreciation on non-rental real estate assets | 4,583 | 4,136 | 3,466 | |||||||
| Funds from Operations attributable to SL Green common stockholders and unit holders | $ | 569,822 | $ | 341,341 | $ | 458,827 |
Seasonality
Our business at SUMMIT is subject to tourism trends and weather conditions, resulting in seasonal fluctuation. In 2024 and 2023, approximately 16.0% to 19.0% of our annual SUMMIT revenue was realized in the first quarter, 26.0% to 26.0% was realized in the second quarter, 28.0% to 29.0% was realized in the third quarter, and 27.0% to 29.0% was realized in the fourth quarter. We do not consider any other components of our business to be subject to material seasonal fluctuations.
Climate Change
Climate regulation in New York City is among the most stringent and requires building owners to comply with ambitious emissions limits. New York City enacted Local Law 97 (LL97) in 2019 under the Climate Mobilization Act, setting carbon caps for large buildings starting in 2024 as part of a broader commitment to reducing greenhouse gas emissions by 40% by 2030, and by 80% by 2050. We expect to be compliant in the first compliance period through 2029, with no material financial impact on our portfolio.
While SL Green's portfolio has not been substantially affected by climate-related events to New York City real estate, such as Hurricane Sandy in 2012, we have continued to develop our approach to physical climate risk assessment, management, and mitigation in order to manage and minimize the impacts of future events. In 2023, the Company released its second TCFD report, which expanded the physical and transition risks and opportunities and progress related to TCFD disclosure originally released in 2021. This report, along with the Company's current ESG Report, is available under "Reports & Resources" in the "Sustainability" section on our website. The Company has approved near-term Scope 1 and Scope 2 science-based emissions reduction targets with the SBTi. Our goal is to reduce emissions for our operationally controlled portfolio to align it with the 1.5 degree Celsius climate scenario.
We consider the successful management and mitigation of climate-related risks across our portfolio as an opportunity to raise the financial value of our buildings and pass on these benefits to our stakeholders, tenants, and investors. We believe our investments over the last 20 years in energy efficiency improvements and greenhouse gas emissions reductions have minimized the impact of climate legislation on our portfolio and our active development pipeline sets the standard for sustainable new construction and responsible community engagement. We leverage years of operational excellence to incorporate innovative design and technological solutions. We also utilize recommendations from our portfolio-wide New York State Energy Research and Development Authority ("NYSERDA") emissions reduction study to help lower emissions from tenant spaces and base building operations. Together, these measures are expected to minimize our vulnerability to the physical risks of climate change, as well as transition risks covering policy and legal, market, technology, and reputational factors.
Accounting Standards Updates
The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies Accounting Standards Updates" in the accompanying consolidated financial statements.
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Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York metropolitan area markets, occupancy, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
•the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;
•dependence upon the New York City real estate market;
•risks of real estate acquisitions, dispositions, development 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 or borrowers;
•adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;
•availability of debt and equity capital for our operational needs and investment strategy;
•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 our 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;
•risks related to our asset management business, including our ability to identify suitable investments, manage actual and potential conflicts of interest and comply with regulations on our asset management subsidiary under the Investment Advisers Act of 1940; 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.
Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
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FY 2023 10-K MD&A
SEC filing source: 0001040971-24-000010.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the ownership, management, operation, acquisition, development, redevelopment and repositioning of commercial real estate properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.
The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A discussion of our results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021 is included in Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023, and is incorporated by reference into this Annual Report on Form 10-K.
Leasing and Operating
As of December 31, 2023, our same-store Manhattan office property occupancy inclusive of leases signed but not commenced, was 90.0% compared to 91.2% as of December 31, 2022. We signed office leases in Manhattan encompassing approximately 1.8 million square feet, of which approximately 1.2 million square feet represented office leases that replaced previously occupied space.
According to Cushman & Wakefield, 2023 leasing activity in Manhattan totaled approximately 18.0 million square feet. Of the total 2023 leasing activity in Manhattan, the Midtown submarket accounted for approximately 12.6 million square feet, or approximately 70.0%. Manhattan's overall office vacancy went from 22.2% as of December 31, 2022 to 22.8% as of December 31, 2023. Overall average asking rents in Manhattan increased in 2023 by 2.4% from $71.62 per square foot as of December 31, 2022 to $73.33 per square foot as of December 31, 2023, while Manhattan Class A asking rents increased to $80.98 per square foot, up 2.9% from $78.72 as of December 31, 2022.
Acquisition and Disposition Activity
Overall Manhattan sales volume decreased by 39.9% in 2023 to $13.8 billion as compared to $23.0 billion in 2022. In 2023, we continued to sell joint venture interests in quality assets as well as dispose of properties that were considered non-core or had a more limited growth trajectory, raising efficiently priced capital that was used primarily for debt reduction. During the year, we closed on the sales of all or a portion of our interests in 245 Park Avenue, 121 Greene Street and 21 East 66th Street for total gross valuations of $2.0 billion, generating net proceeds to the Company of $176.9 million.
Debt and Preferred Equity
In 2022 and 2023, in our debt and preferred equity portfolio we continued to focus on underwriting financings for owners, acquirers or developers of properties in New York City. At the same time, we selectively sold certain investments, some investments were repaid, and we converted some investments into equity ownership, the proceeds of which were utilized to repurchase shares of common stock or for debt repayment. Our investment strategy provides us with the opportunity to fill a need for additional debt financing, while achieving attractive risk adjusted returns to us on the investments and receiving a significant amount of additional information on the New York City real estate market. During 2023, our debt and preferred equity activities included $80.3 million, inclusive of advances under future funding obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization, and investments with a carrying value of $349.9 million that were transferred to equity ownership.
For descriptions of significant activities in 2023, refer to "Part I, Item 1. Business - Highlights from 2023."
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Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major investments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an acquired entity by allocating the purchase price, including transaction costs, at their respective fair values on the acquisition date.
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases.
The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed involves subjectivity as the allocations are based on an analysis of the respective fair values. In determining the fair value of the real estate acquired, the Company will use a third-party valuation which primarily utilizes cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. We assess fair value of the acquired leases based on estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. The determined and allocated fair values to the real estate acquired will affect the amount of depreciation and amortization we record over the respective estimated useful lives or term of the lease.
The Company classifies those leases under which the Company is the lessee at lease commencement as finance or operating leases. Leases qualify as finance leases if i) the lease transfers ownership of the asset at the end of the lease term, ii) the lease grants an option to purchase the asset that we are reasonably certain to exercise, iii) the lease term is for a major part of the remaining economic life of the asset, or iv) the present value of the lease payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. On the consolidated statements of operations, operating leases are expensed through operating lease rent while financing leases are expensed through amortization and interest expense.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year after major construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for occupancy and capitalize only those costs associated with the portions under construction.
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On a periodic basis, we assess whether there are any indications that the value of our consolidated real estate properties may be impaired or that their carrying value may not be recoverable. A consolidated property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property as calculated in accordance with ASC 820. We assess for impairment indicators based on factors such as, among other things, market conditions, occupancy rates, collections, and the overall operating performance of the asset. If indicators of impairment are present, we evaluate real estate investments for potential impairment primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts.
We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no longer recorded. See Note 4, "Properties Held for Sale and Property Dispositions."
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the Company for the activities that most significantly impact the joint venture’s economic performance based on the business purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are provided with participating or protective rights over the activities that most significantly impact the entity’s economic performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of tax returns and auditors. If our joint venture partner has substantive participating rights and we are determined not to be the primary beneficiary, we do not consolidate the entity.
These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture and includes adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future obligations of the joint venture or may otherwise be committed to provide future additional financial support. We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans.
We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments for impairment based on each joint ventures' actual and projected cash flows. Aside from charges noted in Note 6, "Investment in Unconsolidated Joint Ventures," we do not believe that the values of any of our equity investments were impaired as of December 31, 2023.
We may originate loans for real estate acquisition, development and construction ("ADC loans") where we expect to receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and preferred equity investments.
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Lease Classification
Lease classification for leases under which the Company is the lessor is evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.
Revenue Recognition
Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease and we have determined that the collectability of substantially all of the lease payments are probable. If collectability of substantially all of the lease payments is assessed as not probable, rental revenue is recognized only upon actual receipt. The Company assesses the probability of collecting substantially all payments under its leases based on multiple factors, including, among other things, payment history of the lessee, the credit rating of the lessee, historical operations and trends within the lessee’s industry, current and future economic conditions. If collectability of substantially all of the lease payments is assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.
Rental revenue recognition commences when the leased space is available for its intended use by the lessee. To determine whether the leased space is available for its intended use by the lessee, management evaluates whether we are the owner of tenant improvements for accounting purposes or the tenant is. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.
The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the consolidated balance sheets.
In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and certain operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in certain building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.
The Company provides its tenants with certain customary services for lease contracts such as common area maintenance and general security. We have elected to combine the non-lease components with the lease components of our operating lease agreements and account for them as a single lease component in accordance with ASC 842.
We record a gain or loss on sale of real estate assets when we no longer have a controlling financial interest in the entity owning the real estate, a contract exists with a third party and that third party has control of the assets acquired.
Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments and when it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's determination that accrued interest is collectible. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.
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The Company assesses the probability of a borrower’s ability to repay the debt and preferred equity investment similar to the factors noted above. We consider a debt and preferred equity investment to be past due when amounts contractually due have not been paid. Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition is resumed on any debt or preferred equity investment that is on non-accrual status when such debt or preferred equity investment becomes contractually current and performance is demonstrated to be resumed.
Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to interest income over the terms of the related investments using the effective interest method. Fees received in connection with loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral, we do not accrete the discount. For debt investments acquired at a discount for credit quality, the difference between contractual cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are also recognized over the term of the loan as an adjustment to yield.
We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income on the consolidated statement of operations. Any fees received at the time of sale or syndication are recognized as part of investment income.
Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.
Revenues from the sale of SUMMIT tickets are recognized upon admission or ticket expirations. Deferred revenue related to unused and unexpired tickets as of December 31, 2023 and 2022 was $2.6 million and $2.0 million, respectively, and is included in Deferred revenue on the consolidated balance sheets.
Debt and Preferred Equity Investments
Debt and preferred equity investments are presented at the net amount expected to be collected in accordance with ASC 326. An allowance for loan losses is deducted from the amortized cost basis of the financial assets to present the net carrying value at the amount expected to be collected through the expected maturity date of such investments. The expense for loan loss and other investment reserves is the charge to earnings to adjust the allowance for loan losses to the appropriate level. Amounts are written off from the allowance when we de-recognize the related investment either as a result of a sale of the investment or acquisition of equity interests in the collateral.
The Company evaluates the amount expected to be collected based on current market and economic conditions, historical loss information, and reasonable and supportable forecasts. The Company's assumptions are derived from both internal data and external data which may include, among others, governmental economic projections for the New York City Metropolitan area, public data on recent transactions and filings for securitized debt instruments. This information is aggregated by asset class and adjusted for duration. Based on these inputs, loans are evaluated at the individual asset level. In certain instances, we may also use a probability-weighted model that considers the likelihood of multiple outcomes and the amount expected to be collected for each outcome.
The evaluation of the possible credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor requires significant judgment, which include both asset level and market assumptions over the relevant time period.
In addition, quarterly, the Company assigns each loan a risk rating. Based on a 3-point scale, loans are rated “1” through “3,” from lower risk to higher risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 - Watch List Assets - Higher potential for loss, 3 - High Risk Assets - Loss more likely than not. Loans with risk ratings of 2 or 3 are evaluated to determine whether the expected risk of loss is appropriately captured through the combination of our expectations of current conditions, historical loss information and supportable forecasts described above or whether risk characteristics specific to the loan warrant the use of a probability-weighted model.
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Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market value using available market information obtained through consultation with dealers or other originators of such investments as well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its expected amount to be collected.
Other financing receivables that are included in balance sheet line items other than the Debt and preferred equity investments line are also measured at the net amount expected to the be collected.
Accrued interest receivable amounts related to these debt and preferred equity investment and other financing receivables are recorded at the net amount expected to be collected within Other assets in the consolidated balance sheets. Write offs of accrued interest receivables are recognized as an expense for loan loss and other investment reserves.
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Results of Operations
Comparison of the year ended December 31, 2023 to the year ended December 31, 2022
The following comparison for the year ended December 31, 2023, or 2023, to the year ended December 31, 2022, or 2022, makes reference to the effect of the following:
i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2022 and still owned by us in the same manner as of December 31, 2023 (Same-Store Properties totaled 20 of our 27 consolidated operating properties),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2023 and 2022 and all non-Same-Store Properties, including properties that are under development or redevelopment,
iii."Disposed Properties" which represents all properties or interests in properties sold in 2023 and 2022,
iv."Alternative Strategy Portfolio," which represents non-core assets, and
v.“Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
| Same-Store | Disposed | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2023 | 2022 | $ Change | % Change | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | $ Change | % Change | ||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 549.6 | $ | 556.7 | $ | (7.1) | (1.3) | % | $ | — | $ | 0.9 | $ | 133.7 | $ | 113.9 | $ | 683.3 | $ | 671.5 | $ | 11.8 | 1.8 | % | ||||||||||||||||||||||
| SUMMIT Operator revenue | — | — | — | — | % | — | — | 118.3 | 89.0 | 118.3 | 89.0 | 29.3 | 32.9 | % | ||||||||||||||||||||||||||||||||
| Investment income | — | — | — | — | % | — | — | 34.7 | 81.1 | 34.7 | 81.1 | (46.4) | (57.2) | % | ||||||||||||||||||||||||||||||||
| Other income | 4.1 | 3.9 | 0.2 | 5.1 | % | — | 10.4 | 73.3 | 63.5 | 77.4 | 77.8 | (0.4) | (0.5) | % | ||||||||||||||||||||||||||||||||
| Total revenues | 553.7 | 560.6 | (6.9) | (1.2) | % | — | 11.3 | 360.0 | 347.5 | 913.7 | 919.4 | (5.7) | (0.6) | % | ||||||||||||||||||||||||||||||||
| Property operating expenses | 277.0 | 266.7 | 10.3 | 3.9 | % | 0.2 | 2.0 | 90.3 | 70.5 | 367.5 | 339.2 | 28.3 | 8.3 | % | ||||||||||||||||||||||||||||||||
| SUMMIT Operator expenses | — | — | — | — | % | — | — | 101.2 | 89.2 | 101.2 | 89.2 | 12.0 | 13.5 | % | ||||||||||||||||||||||||||||||||
| Transaction related costs | — | — | — | — | % | — | — | 1.1 | 0.4 | 1.1 | 0.4 | 0.7 | 175.0 | % | ||||||||||||||||||||||||||||||||
| Marketing, general and administrative | — | — | — | — | % | — | — | 111.4 | 93.8 | 111.4 | 93.8 | 17.6 | 18.8 | % | ||||||||||||||||||||||||||||||||
| 277.0 | 266.7 | 10.3 | 3.9 | % | 0.2 | 2.0 | 304.0 | 253.9 | 581.2 | 522.6 | 58.6 | 11.2 | % | |||||||||||||||||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense and amortization of deferred financing costs, net of interest income | $ | (145.0) | $ | (97.3) | $ | (47.7) | 49.0 | % | ||||||||||||||||||||||||||||||||||||||
| SUMMIT Operator tax expense | (9.2) | (2.6) | (6.6) | 253.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (247.8) | (216.2) | (31.6) | 14.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net loss from unconsolidated joint ventures | (76.5) | (58.0) | (18.5) | 31.9 | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net loss on sale of interest in unconsolidated joint venture/real estate | (13.4) | (0.1) | (13.3) | 13,300.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Purchase price and other fair value adjustments | (17.3) | (8.1) | (9.2) | 113.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Loss on sale of real estate, net | (32.4) | (84.5) | 52.1 | (61.7) | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciable real estate reserves and impairments | (382.4) | (6.3) | (376.1) | 5,969.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Loss on early extinguishment of debt | (0.9) | — | (0.9) | — | % | |||||||||||||||||||||||||||||||||||||||||
| Loan loss and other investment reserves, net of recoveries | (6.9) | — | (6.9) | — | % | |||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (599.3) | $ | (76.3) | $ | (523.0) | 685.5 | % |
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Rental Revenue
Rental revenues increased due primarily to the acquisition of 245 Park Avenue ($23.3 million) during the third quarter of 2022 and prior to its deconsolidation in the second quarter of 2023, offset by a lower contribution from our Same-Store Properties due primarily to reduced occupancy ($7.0 million).
The following table presents a summary of the commenced leasing activity for the year ended December 31, 2023 in our Manhattan portfolio:
| Usable SF | Rentable SF | NewCashRent (perrentableSF) (1) | Prev.EscalatedRent (perrentableSF) (2) | TI/LC per rentable SF | Free Rent (in months) | Average Lease Term (in years) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manhattan | ||||||||||||||||||||||
| Space available at beginning of the year | 2,227,978 | |||||||||||||||||||||
| Acquired vacancies | 51,490 | |||||||||||||||||||||
| Property out of redevelopment | (56,718) | |||||||||||||||||||||
| Space which became available during the year(3) | ||||||||||||||||||||||
| • Office | 1,337,519 | |||||||||||||||||||||
| • Retail | 38,650 | |||||||||||||||||||||
| • Storage | 13,282 | |||||||||||||||||||||
| 1,389,451 | ||||||||||||||||||||||
| Total space available | 3,612,201 | |||||||||||||||||||||
| Leased space commenced during the year: | ||||||||||||||||||||||
| • Office(4) | 665,886 | 727,901 | $ | 75.65 | $ | 77.59 | $ | 68.67 | 7.3 | 6.4 | ||||||||||||
| • Retail | 33,607 | 36,674 | $ | 85.04 | $ | 180.38 | $ | 69.53 | 11.1 | 14.0 | ||||||||||||
| • Storage | 6,215 | 8,236 | $ | 28.00 | $ | 17.25 | $ | — | 3.3 | 9.9 | ||||||||||||
| Total leased space commenced | 705,708 | 772,811 | $ | 75.59 | $ | 77.19 | $ | 67.98 | 7.5 | 6.8 | ||||||||||||
| Total available space at end of year | 2,906,493 | |||||||||||||||||||||
| Early renewals | ||||||||||||||||||||||
| • Office | 654,708 | 723,334 | $ | 84.08 | $ | 80.64 | $ | 41.75 | 5.8 | 7.2 | ||||||||||||
| • Retail | 17,087 | 17,252 | $ | 195.10 | $ | 192.91 | $ | — | — | 4.8 | ||||||||||||
| • Storage | 5,146 | 5,554 | $ | 31.46 | $ | 33.07 | $ | — | 3.6 | 6.0 | ||||||||||||
| Total early renewals | 676,941 | 746,140 | $ | 86.26 | $ | 82.88 | $ | 40.48 | 5.6 | 7.1 | ||||||||||||
| Total commenced leases, including replaced previous vacancy | ||||||||||||||||||||||
| • Office | 1,451,235 | $ | 79.85 | $ | 79.41 | $ | 55.25 | 6.5 | 6.8 | |||||||||||||
| • Retail | 53,926 | $ | 120.25 | $ | 191.53 | $ | 47.29 | 7.5 | 11.1 | |||||||||||||
| • Storage | 13,790 | $ | 29.39 | $ | 24.30 | $ | — | 3.4 | 8.4 | |||||||||||||
| Total commenced leases | 1,518,951 | $ | 80.83 | $ | 80.61 | $ | 54.47 | 6.6 | 6.9 |
(1)Annual initial base rent.
(2)Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a consumer price index (CPI) adjustment.
(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 $77.08 per rentable square feet for 485,280 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $81.27 per rentable square feet for 1,208,614 rentable square feet.
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SUMMIT Operator revenue
SUMMIT Operator revenues were higher for the year ended December 31, 2023, compared to the same period in 2022 due primarily to increased attendance.
Investment Income
Investment income decreased due to a lower weighted average debt and preferred equity investment balance and a lower weighted average yield for the period ended December 31, 2023 as compared to the same period in 2022 as well as the recognition of previously unrecorded default interest on our preferred equity investment at 245 Park Avenue in the third quarter of 2022. For the years ended December 31, 2023 and 2022, the weighted average balance of our debt and preferred equity investment portfolio and the weighted average yield were $0.6 billion and 6.2%, respectively, compared to $1.0 billion and 8.3%, respectively. As of December 31, 2023, the debt and preferred equity investment portfolio had a weighted average term to maturity of 1.9 years excluding extension options.
Other Income
Other income decreased primarily due to income related to the resolution of the Company's investment in 1591-1597 Broadway ($5.0 million) in the second quarter of 2022. This decrease was offset by increases in lease termination income ($1.1 million), and an increase in special servicing income for the year ended December 31, 2023 ($1.1 million) as compared to the same period in 2022.
Property Operating Expenses
Property operating expenses increased due primarily to acquiring 245 Park Avenue ($8.6 million) in the third quarter of 2022 and prior to its deconsolidation in the second quarter of 2023, increased variable expenses ($7.5 million) and real estate taxes ($2.8 million) at our Same-Store Properties, and increased variable expenses at our Acquired Properties ($7.8 million), partially offset by decreased variable expenses at our Disposed Properties ($1.2 million).
SUMMIT Operator expenses
SUMMIT Operator expenses were higher for the year ended December 31, 2023, compared to the same period in 2022 due to additional operating hours in 2023 to accommodate demand, which increased variable costs such as labor, security, cleaning and maintenance costs.
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses increased to $111.4 million for the year ended December 31, 2023, compared to $93.8 million for the same period in 2022 due to increased compensation expense related to the non-renewal of the Company's former President ($18.7 million).
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, increased due to rising LIBOR and SOFR rates, higher interest expense from unsecured corporate term loans ($32.9 million) and the revolving credit facility ($20.5 million) for the year ended December 31, 2023 as compared to the year ended December 31, 2022, acquiring 245 Park Avenue in the third quarter of 2022 ($8.0 million) prior to its deconsolidation in the second quarter of 2023, and the refinancing of 100 Church ($7.9 million) in the second quarter of 2022. These increases were offset primarily by the repayment of unsecured bonds ($20.9 million) in the third quarter of 2022. The weighted average consolidated debt balance outstanding was $4.6 billion for the year ended December 31, 2023 as compared to $4.6 billion for the year ended December 31, 2022. The consolidated weighted average interest rate was 4.71% for the year ended December 31, 2023 as compared to 3.55% for the year ended December 31, 2022.
SUMMIT Operator tax expense
The increase in SUMMIT Operator income tax expense for the year ended December 31, 2023 compared to the same period in 2022 was attributable to higher taxable income for SUMMIT Operator.
Depreciation and Amortization
Depreciation and amortization increased primarily due to acquiring 245 Park Avenue ($20.3 million) in the third quarter of 2022 and prior to its deconsolidation in the second quarter of 2023, an increase at our Acquired Properties ($8.6 million) and Same-Store Properties ($2.5 million) for the year ended December 31, 2023.
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Equity in net loss from unconsolidated joint ventures
Equity in net loss from unconsolidated joint ventures increased as a result of increased interest expense across our joint venture portfolio ($67.6 million). This was partially offset by additional income at 2 Herald Square ($29.8 million) comprised primarily of holdover rent, interest, settlement income, lease termination income and reimbursement of attorneys' fees collected following the completion of legal proceedings against a former tenant and its guarantor, as well as an increase in income from operations at One Vanderbilt Avenue ($22.9 million).
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
During the year ended December 31, 2023, we recognized losses on the sales of our interests in 21 East 66th Street ($12.7 million) and 121 Greene Street ($0.3 million). During the year ended December 31, 2022, we recognized a loss on the sale of our interest in the Stonehenge Portfolio (less than $0.1 million).
Purchase price and other fair value adjustments
During the year ended December 31, 2023, we recorded a $17.0 million fair value adjustment relating to the 50.1% interest we retained in 245 Park Avenue, which was deconsolidated when a 49.9% joint venture interest was sold. Additionally, we recorded a $10.4 million fair value adjustment related to derivatives that are not designated as hedges for accounting purposes. This was partially offset by a $10.2 million purchase price adjustment related to a previous transaction. During the year ended December 31, 2022, we recorded a $6.4 million fair value adjustment related to an investment in marketable securities and a $1.7 million fair value adjustment related to derivatives that are not designated as hedges.
Loss on sale of real estate, net
During the year ended December 31, 2023, we recognized a loss on the sale of a 49.9% joint venture interest in 245 Park Avenue ($32.8 million). During the year ended December 31, 2022, we recognized losses on the sales of 609 Fifth Avenue ($80.2 million), 885 Third Avenue ($24.0 million) and 707 Eleventh Avenue ($0.8 million), offset by a gain on the sale of 1080 Amsterdam Avenue ($17.9 million).
Depreciable Real Estate Reserves and Impairments
During the year ended December 31, 2023, we recognized depreciable real estate reserves and impairments related to our leasehold interest at 625 Madison Avenue ($272.6 million), which was under contract for sale as of December 31, 2023, 2 Herald Square ($101.7 million) and 1552-1560 Broadway ($8.0 million) following an assessment of the investments for recoverability. During the year ended December 31, 2022, we recognized depreciable real estate reserves and impairments related to 121 Greene Street ($6.3 million) as the investment was under contract for sale as of December 31, 2022.
Loan loss and other investment reserves, net of recoveries
During the year ended December 31, 2023, we recorded $6.9 million of loan loss reserve on one debt and preferred equity investment. During the year ended December 31, 2022, we did not recognize any loan loss and other investment reserves.
Comparison of the year ended December 31, 2022 to the year ended December 31, 2021
For a comparison of the year ended December 31, 2022 to the year ended December 31, 2021, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 17, 2023.
Liquidity and Capital Resources
We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, share repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness and for debt and preferred equity investments will include:
(1)Cash flow from operations;
(2)Cash on hand;
(3)Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of debt and preferred equity investments;
(4)Borrowings under the revolving credit facility;
(5)Other forms of secured or unsecured financing; and
(6)Proceeds from common or preferred equity or debt offerings by the Company or the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities).
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Cash flow from operations is primarily dependent upon the collectability of rent, the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will continue to serve as a source of operating cash flow.
The combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, senior unsecured notes (net of discount), trust preferred securities, our share of joint venture debt, including as-of-right extension options and put options, estimated interest expense, and our obligations under our financing and operating leases, as of December 31, 2023 are as follows (in thousands):
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property mortgages and other loans | $ | 387,238 | $ | 370,000 | $ | 190,148 | $ | 550,000 | $ | — | $ | — | $ | 1,497,386 | ||||||||||||
| Revolving credit facility | — | — | — | 560,000 | — | — | 560,000 | |||||||||||||||||||
| Unsecured term loans | 200,000 | — | — | 1,050,000 | — | — | 1,250,000 | |||||||||||||||||||
| Senior unsecured notes | — | 100,000 | — | — | — | — | 100,000 | |||||||||||||||||||
| Trust preferred securities | — | — | — | — | — | 100,000 | 100,000 | |||||||||||||||||||
| Financing leases | 3,180 | 3,228 | 3,276 | 3,325 | 3,375 | 196,794 | 213,178 | |||||||||||||||||||
| Operating leases | 53,455 | 53,595 | 53,734 | 53,746 | 54,211 | 1,208,864 | 1,477,605 | |||||||||||||||||||
| Estimated interest expense | 173,873 | 132,568 | 115,747 | 35,264 | 4,829 | 32,796 | 495,077 | |||||||||||||||||||
| Company's share of joint venture debt | 1,822,978 | 1,670,861 | 542,968 | 1,185,168 | — | 2,130,300 | 7,352,275 | |||||||||||||||||||
| Total | $ | 2,640,724 | $ | 2,330,252 | $ | 905,873 | $ | 3,437,503 | $ | 62,415 | $ | 3,668,754 | $ | 13,045,521 |
We estimate that for the year ending December 31, 2024, we expect to incur $79.0 million of recurring capital expenditures on existing consolidated properties and $80.0 million of development or redevelopment expenditures on existing consolidated properties, none of which will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $183.6 million, of which $99.2 million will be funded by construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.
As of December 31, 2023, we had liquidity of $0.9 billion, comprised of $688.0 million of availability under our revolving credit facility and $231.4 million of consolidated cash on hand, inclusive of $9.6 million of marketable securities. This liquidity excludes $161.9 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties, or debt and preferred equity investments or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described above, upon maturity, if not before.
We have investments in several real estate joint ventures with various partners who are generally considered to be financially stable. Most of our joint ventures are financed with non-recourse debt. We believe that property level cash flows along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be sufficient to fund the capital needs of our joint venture properties.
Cash Flows
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the years presented below.
Cash, restricted cash, and cash equivalents were $335.5 million and $384.1 million as of December 31, 2023 and 2022, respectively, representing a decrease of $48.6 million. The decrease was a result of the following changes in cash flows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | (Decrease) Increase | ||||||||
| Net cash provided by operating activities | $ | 229,503 | $ | 276,088 | $ | (46,585) | ||||
| Net cash provided by investing activities | $ | 171,345 | $ | 425,805 | $ | (254,460) | ||||
| Net cash used in financing activities | $ | (449,383) | $ | (654,823) | $ | 205,440 |
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Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios and our debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service, and fund dividend and distribution requirements.
Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills, and invest in existing buildings that meet our investment criteria. During the year ended December 31, 2023, when compared to the year ended December 31, 2022, we used cash primarily for the following investing activities (in thousands):
| Acquisitions of real estate | $ | 64,491 |
|---|---|---|
| Capital expenditures and capitalized interest | 41,107 | |
| Joint venture investments | 37 | |
| Distributions from joint ventures | (1,173) | |
| Proceeds from disposition of real estate/joint venture interest | (68,753) | |
| Cash and restricted cash assumed from acquisition of real estate investment | (60,494) | |
| Debt and preferred equity and other investments | (229,675) | |
| Decrease in net cash provided by investing activities | $ | (254,460) |
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $300.8 million for the year ended December 31, 2022 to $259.7 million for the year ended December 31, 2023 due to lower costs incurred in connection with our development and redevelopment properties.
We generally fund our investment activity through the sale of real estate, the sale of debt and preferred equity investments, property-level financing, our credit facilities, senior unsecured notes, and construction loans. From time to time, the Company may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the year ended December 31, 2023, when compared to the year ended December 31, 2022, we used cash for the following financing activities (in thousands):
| Proceeds from our debt obligations | $ | (1,367,980) |
|---|---|---|
| Repayments of our debt obligations | 1,302,538 | |
| Net distribution to noncontrolling interests | (41,817) | |
| Other financing activities | 94,213 | |
| Repurchase of common stock | 151,197 | |
| Redemption of preferred stock | 6,267 | |
| Acquisition of subsidiary interest from noncontrolling interest | 29,817 | |
| Dividends and distributions paid | 31,205 | |
| Increase in net cash used in financing activities | $ | 205,440 |
Capitalization
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of December 31, 2023, 64,726,253 shares of common stock and no shares of excess stock were issued and outstanding.
Share Repurchase Program
In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we could buy shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
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The following table summarizes share repurchases executed under the program, excluding the redemption of OP units, for the years ended December 31, 2023, 2022 and 2021 as follows:
| Period | Shares repurchased | Average price paid per share | Cumulative number of shares repurchased as part of the repurchase plan or programs | |||
|---|---|---|---|---|---|---|
| Year ended 2021 | 4,474,649 | $75.44 | 34,136,627 | |||
| Year ended 2022 | 1,971,092 | $76.69 | 36,107,719 | |||
| Year ended 2023 | — | $— | 36,107,719 |
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2021 the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the years ended December 31, 2023, 2022, and 2021, respectively (dollars in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| Shares of common stock issued | 17,180 | 10,839 | 10,387 | |||||||
| Dividend reinvestments/stock purchases under the DRSPP | $ | 525 | $ | 525 | $ | 738 |
Fifth Amended and Restated 2005 Stock Option and Incentive Plan
The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of December 31, 2023, 3.9 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units and phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units.
During the year ended December 31, 2023, 39,302 phantom stock units and 27,739 shares of common stock were issued to our Board of Directors. We recorded compensation expense of $2.7 million during the year ended December 31, 2023 related to the Deferred Compensation Plan. As of December 31, 2023, there were 230,295 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.
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Employee Stock Purchase Plan
In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000 shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January 1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders. As of December 31, 2023, 224,159 shares of our common stock had been issued under the ESPP.
Indebtedness
The table below summarizes our consolidated mortgages and other loans payable, 2021 credit facility, 2022 term loan, senior unsecured notes and trust preferred securities outstanding as of December 31, 2023 and 2022, (amounts in thousands).
| Debt Summary: | December 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|---|
| Balance | |||||
| Fixed rate | $ | 1,117,386 | $ | 2,695,814 | |
| Variable rate—hedged | 2,120,000 | 2,320,000 | |||
| Total fixed rate | 3,237,386 | 5,015,814 | |||
| Total variable rate | 270,000 | 520,148 | |||
| Total debt | $ | 3,507,386 | $ | 5,535,962 | |
| Debt, preferred equity, and other investments subject to variable rate | 168,745 | 144,056 | |||
| Net exposure to variable rate debt | 101,255 | 376,092 | |||
| Percent of Total Debt: | |||||
| Fixed rate | 92.3 | % | 90.6 | % | |
| Variable rate (1) | 7.7 | % | 9.4 | % | |
| Total | 100.0 | % | 100.0 | % | |
| Effective Interest Rate for the Year: | |||||
| Fixed rate | 4.68 | % | 3.60 | % | |
| Variable rate | 6.11 | % | 3.23 | % | |
| Effective interest rate | 4.71 | % | 3.55 | % |
(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net exposure to variable rate debt was 3.0% and 7.0% as of December 31, 2023 and December 31, 2022, respectively.
The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR (0.00% and 4.39% as of December 31, 2023 and 2022, respectively), and adjusted Term SOFR (5.35% and 4.30% as of December 31, 2023 and 2022, respectively). Our consolidated debt as of December 31, 2023 had a weighted average term to maturity of 2.69 years.
Certain of our debt and equity investments and other investments, with carrying values of $168.7 million as of December 31, 2023 and $144.1 million as of December 31, 2022, are variable rate investments, which mitigate our exposure to interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of our variable rate debt to total debt was 3.0% and 7.0% as of December 31, 2023 and 2022, respectively.
Mortgage Financing
As of December 31, 2023, our total mortgage debt (excluding our share of joint venture mortgage debt of $7.4 billion) consisted of $1.4 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest rate of 4.84% and $0.1 billion of variable rate debt with an effective weighted average interest rate of 6.05%.
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Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was previously amended by the Company in November 2017, and was originally entered into by the Company in November 2012. As of December 31, 2023, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027, and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to May 15, 2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.
As of December 31, 2023, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
As of December 31, 2023, the applicable spread over adjusted Term SOFR plus 10 basis points for the 2021 credit facility was 140 basis points for the revolving credit facility, 160 basis points for Term Loan A, and 165 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. As of December 31, 2023, the facility fee was 30 basis points.
As of December 31, 2023, we had $2.0 million of outstanding letters of credit, $560.0 million drawn under the revolving credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $688.0 million under the 2021 credit facility. As of December 31, 2023 and December 31, 2022, the revolving credit facility had a carrying value of $554.8 million and $443.2 million, respectively, net of deferred financing costs. As of December 31, 2023 and December 31, 2022, the term loan facilities had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.
The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
2022 Term Loan
In October 2022, we entered into a term loan agreement, referred to as the 2022 term loan. The 2022 term loan was repaid in full in September 2023. The 2022 term loan consisted of a $425.0 million term loan with a maturity date of October 6, 2023. The 2022 term loan had one six-month as-of-right extension option to April 6, 2024. We also had an option, subject to customary conditions, to increase the capacity of the 2022 term loan to $500.0 million on or before January 7, 2023 without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions. In January 2023, the 2022 term loan was increased by $25.0 million to $425.0 million.
The 2022 term loan bore interest at a spread over adjusted Term SOFR plus 0.001 basis points, ranging from 100 basis points to 180 basis points, in each case based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. In instances where there were either only two ratings available or where there was more than two and the difference between them was one rating category, the applicable rating was the highest rating. In instances where there were more than two ratings and the difference between the highest and the lowest were two or more rating categories, then the applicable rating used was the average of the highest two, rounded down if the average was not a recognized category. As of December 31, 2022, the 2022 term loan had a carrying value of $398.2 million, net of deferred financing costs.
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Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2023 and 2022, respectively, by scheduled maturity date (dollars in thousands):
| December 31, 2023 | December 31, 2022 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Issuance | Unpaid Principal Balance | Accreted Balance | Accreted Balance | Interest Rate (1) | Initial Term (in Years) | Maturity Date | ||||||||||||||
| December 17, 2015 (2) | $ | 100,000 | $ | 100,000 | $ | 100,000 | 4.27 | % | 10 | December 2025 | ||||||||||
| $ | 100,000 | $ | 100,000 | $ | 100,000 | |||||||||||||||
| Deferred financing costs, net | — | (205) | (308) | |||||||||||||||||
| $ | 100,000 | $ | 99,795 | $ | 99,692 |
(1)Interest rate as of December 31, 2023.
(2)Issued by the Company and the Operating Partnership as co-obligors.
Restrictive Covenants
The terms of the 2021 credit facility and our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that, we will not during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of December 31, 2023 and 2022, we were in compliance with all such covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 26 basis points over the three-month Term SOFR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through either the use of interest rate derivative instruments and/or through our variable rate debt and preferred equity investments. Based on the debt outstanding as of December 31, 2023, a hypothetical 100 basis point increase in the floating rate interest rate curve would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $1.0 million and would increase our share of joint venture annual interest cost by $12.2 million. As of December 31, 2023, $168.7 million, or 90.5%, of our $346.7 million debt and preferred equity portfolio was indexed to SOFR.
We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings.
Our consolidated long-term debt of $3.2 billion bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of December 31, 2023 bore interest based on a spread to LIBOR of 145 basis points and Term SOFR of 50 basis points to 565 basis points.
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Off-Balance Sheet Arrangements
We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated financial statements.
Dividends/Distributions
We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership.
To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains.
Any dividend we pay may be in the form of cash, stock, or a combination thereof, subject to IRS limitations on the use of stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.
Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 2021 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.
Related Party Transactions
Cleaning/ Security/ Messenger and Restoration Services
Prior to 2023, Alliance Building Services, or Alliance, and its affiliates, which provide services to certain properties owned by us, were previously partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the chairman emeritus of our Board of Directors. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality, Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security, messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements.
Income earned from the profit participation prior to 2023, which is included in Other income on the consolidated statements of operations, was $1.4 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively. We also recorded expenses, inclusive of capitalized expenses, of $8.6 million and $14.0 million for these services (excluding services provided directly to tenants) for the years ended December 31, 2022 and 2021, respectively.
One Vanderbilt Avenue Investment
Our Chairman and CEO, Marc Holliday, and our former President, Andrew Mathias, made investments in our One Vanderbilt project (inclusive of the property and SUMMIT One Vanderbilt), which entitles Mr. Holliday and Mr. Mathias to receive approximately 1.27% and 0.85%, respectively, on account of the property and 1.92% and 1.28%, respectively, on account of SUMMIT One Vanderbilt, of any profits realized by the Company from its One Vanderbilt project in excess of the Company's capital contributions. Mr. Holliday and Mr. Mathias paid $1.4 million and $1.0 million, respectively, which equaled the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an independent third party appraisal that we obtained.
Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the right to repurchase these interests on the 7-year anniversary of the stabilization of the project or upon the occurrence of certain separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value being based on the project's sale price, if applicable, or fair market value as determined by an independent third party appraiser. In 2022, stabilization of the property (but not SUMMIT One Vanderbilt) was achieved. Therefore, Messrs. Holiday and Mathias exercised their rights to tender 50% of their interests in the property (but not SUMMIT One Vanderbilt) for liquidation values of $17.9 million and $11.9 million, respectively, which were paid in July 2022.
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One Vanderbilt Avenue Leases
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space. For the year ended December 31, 2023 and 2022 we recorded $3.0 million and $3.0 million, respectively, of rent expense under the lease. Additionally, in June 2021, we, through a consolidated subsidiary, entered into a lease agreement with the One Vanderbilt Avenue joint venture for SUMMIT One Vanderbilt, which commenced operations in October 2021. For the year ended December 31, 2023, we recorded $38.9 million of rent expense under the lease, including percentage rent, of which $26.2 million was recognized as income as a component of Equity in net loss from unconsolidated joint ventures in our consolidated statements of operations. For the year ended December 31, 2022, we recorded $33.0 million of rent expense under the lease, including percentage rent, of which $22.8 million was recognized as income as a component of Equity in net loss from unconsolidated joint ventures in our consolidated statements of operations. See Note 20, "Commitments and Contingencies."
Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within two property insurance programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company, or Belmont, provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be maintained or adequately cover our risk of loss.
Funds from Operations
FFO is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
The Company presents FFO because it considers it an important supplemental measure of the Company’s operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including our ability to make cash distributions.
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FFO for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||||
| Net (loss) income attributable to SL Green common stockholders | $ | (579,509) | $ | (93,024) | $ | 434,804 | ||||
| Add: | ||||||||||
| Depreciation and amortization | 247,810 | 216,167 | 216,969 | |||||||
| Joint venture depreciation and noncontrolling interest adjustments | 284,284 | 252,893 | 249,087 | |||||||
| Net (loss) income attributable to noncontrolling interests | (42,033) | (4,672) | 23,573 | |||||||
| Less: | ||||||||||
| Equity in net loss on sale of interest in unconsolidated joint venture/real estate | (13,368) | (131) | (32,757) | |||||||
| Purchase price and other fair value adjustments | (6,813) | — | 209,443 | |||||||
| (Loss) gain on sale of real estate, net | (32,370) | (84,485) | 287,417 | |||||||
| Depreciable real estate reserves and impairments | (382,374) | (6,313) | (23,794) | |||||||
| Depreciation on non-rental real estate assets | 4,136 | 3,466 | 2,890 | |||||||
| Funds from Operations attributable to SL Green common stockholders and unit holders | $ | 341,341 | $ | 458,827 | $ | 481,234 | ||||
| Cash flows provided by operating activities | $ | 229,503 | $ | 276,088 | $ | 255,979 | ||||
| Cash flows provided by investing activities | $ | 171,345 | $ | 425,805 | $ | 993,581 | ||||
| Cash flows used in financing activities | $ | (449,383) | $ | (654,823) | $ | (1,285,371) |
Seasonality
Our business at SUMMIT is subject to tourism trends and weather conditions, resulting in seasonal fluctuation. In 2023 and 2022, approximately 14.0% to 16.0% of our annual SUMMIT revenue was realized in the first quarter, 24.0% to 26.0% was realized in the second quarter, 28.0% to 30.0% was realized in the third quarter, and 29.0% to 31.0% was realized in the fourth quarter. We do not consider any other components of our business to be subject to material seasonal fluctuations.
Climate Change
With our roots in New York City, we are at the center of one of the world's most ambitious climate legislative environments. Through the Climate Leadership and Community Protection Act signed into law in 2019, New York State mandated the adoption of a net-zero carbon economy statewide by 2050, with a zero-carbon electricity grid by 2040. New York City enacted Local Law 97 (LL97) in 2019 under the Climate Mobilization Act, setting carbon caps for large buildings starting in 2024 as part of a broader commitment to reducing greenhouse gas emissions by 40% by 2030, and by 80% by 2050. As our portfolio is principally located in Manhattan, these policy elements represent the most material sources of transition risks relevant to our business. We do not anticipate any material financial impact on our portfolio in the first compliance period of 2024 to 2029.
While SL Green's portfolio has not been substantially affected by climate-related events to New York City real estate, such as Hurricane Sandy in 2012, we have continued to develop our approach to physical climate risk assessment, management, and mitigation in order to manage and minimize the impacts of future events. We have conducted climate-related scenario analyses as part of our first Task Force on Climate-related Financial Disclosures ("TCFD") report published in 2021 and 2023, which we made available on our website. The Company has committed to near-term Scope 1 and Scope 2 science-based emissions reduction targets with the SBTi, which were approved in early 2023. Our goal is to reduce emissions for our operationally controlled portfolio to align it with the 1.5 degree Celsius climate scenario.
We consider the successful management and mitigation of climate-related risks across our portfolio as an opportunity to raise the financial value of our buildings and pass on these benefits to our stakeholders, tenants, and investors. We believe our investments over the last 20 years in energy efficiency improvements and greenhouse gas emissions reductions have minimized the impact of climate legislation on our portfolio and our active development pipeline sets the standard for sustainable new construction and responsible community engagement. We leverage years of operational excellence to incorporate innovative design and technological solutions. We also utilize recommendations from our portfolio-wide New York State Energy Research and Development Authority ("NYSERDA") emissions reduction study to help lower emissions from tenant spaces and base building operations. Together, these measures are expected to minimize our vulnerability to the physical risks of climate change, as well as transition risks covering policy and legal, market, technology, and reputational factors.
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Accounting Standards Updates
The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies - Accounting Standards Updates" in the accompanying consolidated financial statements.
Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
•the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;
•dependence upon the New York City real estate market;
•risks of real estate acquisitions, dispositions, development 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 or borrowers;
•adverse changes in the real estate markets, including reduced demand for office space, increasing vacancy, and increasing availability of sublease space;
•availability of debt and equity capital for our operational needs and investment strategy;
•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 our 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.
Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
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FY 2022 10-K MD&A
SEC filing source: 0001040971-23-000009.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the acquisition, development, redevelopment, repositioning, ownership, management and operation of commercial real estate properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.
The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A discussion of our results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020 is included in Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 18, 2022, and is incorporated by reference into this Annual Report on Form 10-K.
Leasing and Operating
As of December 31, 2022, our same-store Manhattan office property occupancy inclusive of leases signed but not commenced, was 91.2% compared to 93.0% as of December 31, 2021. We signed office leases in Manhattan encompassing approximately 2.1 million square feet, of which approximately 0.8 million square feet represented office leases that replaced previously occupied space.
According to Cushman & Wakefield, leasing activity in Manhattan improved significantly in 2022 totaling approximately 24.3 million square feet. Of the total 2022 leasing activity in Manhattan, the Midtown submarket accounted for approximately 16.5 million square feet, or approximately 67.9%. Manhattan's overall office vacancy went from 20.4% as of December 31, 2021 to 22.2% as of December 31, 2022. Overall average asking rents in Manhattan increased in 2022 by 2.8% from $69.67 per square foot as of December 31, 2021 to $71.62 per square foot as of December 31, 2022, while Manhattan Class A asking rents increased to $78.72 per square foot, up 3.2% from $76.29 as of December 31, 2021.
Acquisition and Disposition Activity
Overall Manhattan sales volume increased by 10.2% in 2022 to $23.0 billion as compared to $20.9 billion in 2021. In 2022, we continued to dispose of properties that were considered non-core or had a more limited growth trajectory, raising efficiently priced capital that was used primarily for debt reduction. During the year, we closed on the sales of all or a portion of our interests in 707 Eleventh Avenue, 1080 Amsterdam Avenue, the Stonehenge Portfolio, 1591-1597 Broadway, 609 Fifth Avenue and 885 Third Avenue - Office Condominium Units for total gross valuations of $660.6 million, generating net proceeds to the Company of $582.5 million.
Debt and Preferred Equity
In 2021 and 2022, in our debt and preferred equity portfolio we continued to focus on underwriting financings for owners, acquirers or developers of properties in New York City. At the same time, we selectively sold certain investments, some investments were repaid, and we converted some investments into equity ownership, the proceeds of which were utilized to repurchase shares of common stock or for debt repayment. Our investment strategy provides us with the opportunity to fill a need for additional debt financing, while achieving attractive risk adjusted returns to us on the investments and receiving a significant amount of additional information on the New York City real estate market. During 2022, our debt and preferred equity activities included funding of $100.5 million, inclusive of advances under future funding obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization, and $565.9 million of sales, redemptions and participations.
For descriptions of significant activities in 2022, refer to "Part I, Item 1. Business - Highlights from 2022."
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Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major investments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an acquired entity by allocating the purchase price, including transaction costs, at their respective fair values on the acquisition date.
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases.
The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed involves subjectivity as the allocations are based on an analysis of the respective fair values. In determining the fair value of the real estate acquired, the Company will use a third-party valuation which primarily utilizes cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. We assess fair value of the acquired leases based on estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. The determined and allocated fair values to the real estate acquired will affect the amount of depreciation and amortization we record over the respective estimated useful lives or term of the lease.
The Company classifies those leases under which the Company is the lessee at lease commencement as finance or operating leases. Leases qualify as finance leases if i) the lease transfers ownership of the asset at the end of the lease term, ii) the lease grants an option to purchase the asset that we are reasonably certain to exercise, iii) the lease term is for a major part of the remaining economic life of the asset, or iv) the present value of the lease payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. On the consolidated statements of operations, operating leases are expensed through operating lease rent while financing leases are expensed through amortization and interest expense.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year after major construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for occupancy and capitalize only those costs associated with the portions under construction.
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On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property as calculated in accordance with ASC 820. We assess for impairment indicators based on factors such as, among other things, market conditions, occupancy rates, rental payment collections, and operating performance of the asset. If indicators of impairment are present, we evaluate real estate investments for potential impairment primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts.
We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no longer recorded. See Note 4, "Properties Held for Sale and Dispositions."
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the Company for the activities that most significantly impact the joint venture’s economic performance based on the business purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are provided with participating or protective rights over the activities that most significantly impact the entity’s economic performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of tax returns and auditors. If our joint venture partner has substantive participating rights and we are determined not to be the primary beneficiary, we do not consolidate the entity.
These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture and includes adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future obligations of the joint venture or may otherwise be committed to provide future additional financial support. We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans.
We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments for impairment based on each joint ventures' actual and projected cash flows. We do not believe that the values of any of our equity investments were impaired as of December 31, 2022.
We may originate loans for real estate acquisition, development and construction ("ADC loans") where we expect to receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and preferred equity investments.
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Lease Classification
Lease classification for leases under which the Company is the lessor is evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.
Revenue Recognition
Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease and we have determined that the collectability of substantially all of the lease payments are probable. If collectability of substantially all of the lease payments is assessed as not probably, rental revenue is recognized only upon actual receipt. The Company assesses the probability of collecting substantially all payments under its leases based on multiple factors, including, among other things, payment history of the lessee, the credit rating of the lessee, historical operations and trends within the lessee’s industry, current and future economic conditions. If collectability of substantially all of the lease payments is assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.
Rental revenue recognition commences when the leased space is available for its intended use by the lessee. To determine whether the leased space is available for its intended use by the lessee, management evaluates whether we are the owner of tenant improvements for accounting purposes or the tenant is. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.
The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the consolidated balance sheets.
In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and certain operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in certain building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.
Rental revenue is recognized if collectability is probable. If collectability of substantially all of the lease payments is assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.
The Company provides its tenants with certain customary services for lease contracts such as common area maintenance and general security. We have elected to combine the non-lease components with the lease components of our operating lease agreements and account for them as a single lease component in accordance with ASC 842.
We record a gain or loss on sale of real estate assets when we no longer have a controlling financial interest in the entity owning the real estate, a contract exists with a third party and that third party has control of the assets acquired.
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Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments and when it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's determination that accrued interest is collectible. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.
The Company assesses the probability of a borrower’s ability to repay the debt and preferred equity investment similar to the factors noted above. We consider a debt and preferred equity investment to be past due when amounts contractually due have not been paid. Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition is resumed on any debt or preferred equity investment that is on non-accrual status when such debt or preferred equity investment becomes contractually current and performance is demonstrated to be resumed.
Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to interest income over the terms of the related investments using the effective interest method. Fees received in connection with loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral, we do not accrete the discount. For debt investments acquired at a discount for credit quality, the difference between contractual cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are also recognized over the term of the loan as an adjustment to yield.
We consider a debt and preferred equity investment to be past due when amounts contractually due have not been paid. Debt and preferred equity investments are placed on a non-accrual status when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition is resumed on any debt or preferred equity investment when the performance of such non-accrual debt or preferred equity investment is demonstrated to be resumed.
We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income on the consolidated statement of operations. Any fees received at the time of sale or syndication are recognized as part of investment income.
Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.
Debt and Preferred Equity Investments
Debt and preferred equity investments are presented at the net amount expected to be collected in accordance with ASC 326. An allowance for loan losses is deducted from the amortized cost basis of the financial assets to present the net carrying value at the amount expected to be collected through the expected maturity date of such investments. The expense for loan loss and other investment reserves is the charge to earnings to adjust the allowance for loan losses to the appropriate level. Amounts are written off from the allowance when we de-recognize the related investment either as a result of a sale of the investment or acquisition of equity interests in the collateral.
The Company evaluates the amount expected to be collected based on current market and economic conditions, historical loss information, and reasonable and supportable forecasts. The Company's assumptions are derived from both internal data and external data which may include, among others, governmental economic projections for the New York City Metropolitan area, public data on recent transactions and filings for securitized debt instruments. This information is aggregated by asset class and adjusted for duration. Based on these inputs, loans are evaluated at the individual asset level. In certain instances, we may also use a probability-weighted model that considers the likelihood of multiple outcomes and the amount expected to be collected for each outcome.
The evaluation of the possible credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor requires significant judgment, which include both asset level and market assumptions over the relevant time period.
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In addition, quarterly, the Company assigns each loan a risk rating. Based on a 3-point scale, loans are rated “1” through “3,” from lower risk to higher risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 - Watch List Assets - Higher potential for loss, 3 - High Risk Assets - Loss more likely than not. Loans with risk ratings of 2 or 3 are evaluated to determine whether the expected risk of loss is appropriately captured through the combination of our expectations of current conditions, historical loss information and supportable forecasts described above or whether risk characteristics specific to the loan warrant the use of a probability-weighted model.
Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market value using available market information obtained through consultation with dealers or other originators of such investments as well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its expected amount to be collected.
Other financing receivables that are included in balance sheet line items other than the Debt and preferred equity investments line are also measured at the net amount expected to the be collected.
Accrued interest receivable amounts related to these debt and preferred equity investment and other financing receivables are recorded at the net amount expected to be collected within Other assets in the consolidated balance sheets. Write offs of accrued interest receivables are recognized as an expense for loan loss and other investment reserves.
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Results of Operations
Comparison of the year ended December 31, 2022 to the year ended December 31, 2021
The following comparison for the year ended December 31, 2022, or 2022, to the year ended December 31, 2021, or 2021, makes reference to the effect of the following:
i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2021 and still owned by us in the same manner as of December 31, 2022 (Same-Store Properties totaled 20 of our 28 consolidated operating properties),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2022 and 2021 and all non-Same-Store Properties, including properties that are under development or redevelopment,
iii."Disposed Properties" which represents all properties or interests in properties sold in 2022 and 2021, and
iv.“Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
| Same-Store | Disposed | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2022 | 2021 | $ Change | % Change | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | $ Change | % Change | ||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 556.7 | $ | 530.0 | $ | 26.7 | 5.0 | % | $ | 0.9 | $ | 38.9 | $ | 113.9 | $ | 109.3 | $ | 671.5 | $ | 678.2 | $ | (6.7) | (1.0) | % | ||||||||||||||||||||||
| Investment income | — | — | — | — | % | — | — | 81.1 | 80.3 | 81.1 | 80.3 | 0.8 | 1.0 | % | ||||||||||||||||||||||||||||||||
| Other income | 3.9 | 3.9 | — | — | % | 10.4 | 27.5 | 59.8 | 54.1 | 74.1 | 85.5 | (11.4) | (13.3) | % | ||||||||||||||||||||||||||||||||
| Total revenues | 560.6 | 533.9 | 26.7 | 5.0 | % | 11.3 | 66.4 | 254.8 | 243.7 | 826.7 | 844.0 | (17.3) | (2.0) | % | ||||||||||||||||||||||||||||||||
| Property operating expenses | 266.7 | 260.1 | 6.6 | 2.5 | % | 2.0 | 17.5 | 70.5 | 68.9 | 339.2 | 346.5 | (7.3) | (2.1) | % | ||||||||||||||||||||||||||||||||
| Transaction related costs | — | 0.2 | (0.2) | (100.0) | % | — | — | 0.4 | 3.6 | 0.4 | 3.8 | (3.4) | (89.5) | % | ||||||||||||||||||||||||||||||||
| Marketing, general and administrative | — | — | — | — | % | — | — | 93.8 | 94.9 | 93.8 | 94.9 | (1.1) | (1.2) | % | ||||||||||||||||||||||||||||||||
| 266.7 | 260.3 | 6.4 | 2.5 | % | 2.0 | 17.5 | 164.7 | 167.4 | 433.4 | 445.2 | (11.8) | (2.7) | % | |||||||||||||||||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense and amortization of deferred financing costs, net of interest income | $ | (97.3) | $ | (82.3) | $ | (15.0) | 18.2 | % | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (215.3) | (216.9) | 1.6 | (0.7) | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net loss from unconsolidated joint ventures | (58.0) | (55.4) | (2.6) | 4.7 | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net loss on sale of interest in unconsolidated joint venture/real estate | (0.1) | (32.8) | 32.7 | (99.7) | % | |||||||||||||||||||||||||||||||||||||||||
| Purchase price and other fair value adjustments | (8.1) | 210.1 | (218.2) | (103.9) | % | |||||||||||||||||||||||||||||||||||||||||
| (Loss) gain on sale of real estate, net | (84.5) | 287.4 | (371.9) | (129.4) | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciable real estate reserves and impairments | (6.3) | (23.8) | 17.5 | (73.5) | % | |||||||||||||||||||||||||||||||||||||||||
| Loss on early extinguishment of debt | — | (1.6) | 1.6 | (100.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Loan loss and other investment reserves, net of recoveries | — | (2.9) | 2.9 | (100.0) | % | |||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (76.3) | $ | 480.6 | $ | (556.9) | (115.9) | % |
Rental Revenue
Rental revenues decreased primarily due to the deconsolidation of 220 East 42nd Street as a result of the sale of a joint venture interest during the third quarter of 2021 ($39.0 million), our Disposed Properties ($37.9 million) and properties moved into redevelopment ($23.4 million). This was offset by the acquisition of 245 Park Avenue ($54.3 million), a higher contribution from our Same-Store Properties ($26.7 million) and a higher contribution from our other Acquired Properties ($11.3 million).
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The following table presents a summary of the commenced leasing activity for the year ended December 31, 2022 in our Manhattan portfolio:
| Usable SF | Rentable SF | NewCashRent (perrentableSF) (1) | Prev.EscalatedRent (perrentableSF) (2) | TI/LC per rentable SF | Free Rent (in months) | Average Lease Term (in years) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manhattan | ||||||||||||||||||||||
| Space available at beginning of the year | 1,638,009 | |||||||||||||||||||||
| Acquired vacancies | 219,632 | |||||||||||||||||||||
| Property out of redevelopment | 107,612 | |||||||||||||||||||||
| Space which became available during the year(3) | ||||||||||||||||||||||
| • Office | 1,095,429 | |||||||||||||||||||||
| • Retail | 185,458 | |||||||||||||||||||||
| • Storage | 23,863 | |||||||||||||||||||||
| 1,304,750 | ||||||||||||||||||||||
| Total space available | 3,270,003 | |||||||||||||||||||||
| Leased space commenced during the year: | ||||||||||||||||||||||
| • Office(4) | 841,915 | 912,917 | $ | 77.53 | $ | 74.72 | $ | 88.64 | 8.8 | 9.5 | ||||||||||||
| • Retail | 156,178 | 164,763 | $ | 73.69 | $ | 86.66 | $ | 43.61 | 3.9 | 8.4 | ||||||||||||
| • Storage | 7,577 | 7,832 | $ | 25.92 | $ | 27.47 | $ | 2.36 | 3.8 | 5.5 | ||||||||||||
| Total leased space commenced | 1,005,670 | 1,085,512 | $ | 76.58 | $ | 76.61 | $ | 81.18 | 8.0 | 9.3 | ||||||||||||
| Total available space at end of year | 2,264,333 | |||||||||||||||||||||
| Early renewals | ||||||||||||||||||||||
| • Office | 181,368 | 202,336 | $ | 72.34 | $ | 73.85 | $ | 45.63 | 5.7 | 7.1 | ||||||||||||
| • Retail | 23,789 | 24,642 | $ | 236.36 | $ | 238.28 | $ | — | — | 4.3 | ||||||||||||
| • Storage | 4,176 | 4,183 | $ | 31.89 | $ | 30.30 | $ | — | 4.3 | 6.7 | ||||||||||||
| Total early renewals | 209,333 | 231,161 | $ | 89.10 | $ | 90.59 | $ | 39.94 | 5.1 | 6.8 | ||||||||||||
| Total commenced leases, including replaced previous vacancy | ||||||||||||||||||||||
| • Office | 1,115,253 | $ | 76.59 | $ | 74.51 | $ | 80.83 | 8.3 | 9.0 | |||||||||||||
| • Retail | 189,405 | $ | 94.85 | $ | 108.77 | $ | 37.94 | 3.4 | 7.9 | |||||||||||||
| • Storage | 12,015 | $ | 28.00 | $ | 28.69 | $ | 1.54 | 4.0 | 5.9 | |||||||||||||
| Total commenced leases | 1,316,673 | $ | 78.77 | $ | 79.83 | $ | 73.94 | 7.5 | 8.8 |
(1)Annual initial base rent.
(2)Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a consumer price index (CPI) adjustment.
(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 $70.79 per rentable square feet for 623,803 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $71.17 per rentable square feet for 826,139 rentable square feet.
Investment Income
Investment income increased primarily as a result of an increase in the weighted average yield of our debt and preferred equity investments due to recognition of previously unrecorded default interest on our preferred equity investment at 245 Park Avenue in the third quarter of 2022. For the years ended December 31, 2022 and 2021, the weighted average balance of our debt and preferred equity investment portfolio and the weighted average yield were $1.0 billion and 8.3%, respectively, compared to $1.1 billion and 7.1%, respectively. As of December 31, 2022, the debt and preferred equity investment portfolio had a weighted average term to maturity of 1.4 years excluding extension options.
Other Income
Other income decreased primarily due to lower lease termination income for the year ended December 31, 2022 ($5.4 million) as compared to the same period in 2021 ($22.6 million), and a decrease in acquisition fee income related to joint venture properties ($2.5 million). This decrease was offset by an increase in construction fee income ($6.2 million), and income related to the resolution of the Company's investment in 1591-1597 Broadway ($5.0 million).
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Property Operating Expenses
Property operating expenses decreased primarily due to the sale of a joint venture interest and deconsolidation of 220 East 42nd Street ($12.9 million) in the third quarter of 2021, and reduced real estate taxes at our Same-Store Properties ($8.2 million). Further decreases resulted from reduced variable expenses and real estate taxes at our Disposed Properties ($7.9 million and $7.3 million, respectively), partially offset by increased variable expenses at our Same-Store Properties ($14.7 million) and increasesd real estate taxes and variable expenses at our Acquired Properties ($6.8 million and $5.6 million, respectively).
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses decreased to $93.8 million for the year ended December 31, 2022, compared to $94.9 million for the same period in 2021 due to reduced compensation expense.
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, increased primarily due to acquiring 245 Park Avenue in the third quarter of 2022 ($21.9 million) and a significant increase in average LIBOR and SOFR rates during the year ended December 31, 2022 as compared to the year ended December 31, 2021 ($24.6 million), which was primarily due to term loans ($9.8 million) and the revolving credit facility ($8.4 million). These increases were offset by the deconsolidation of 220 East 42nd Street ($11.1 million) in the third quarter of 2021, repayments of unsecured bonds ($10.9 million), the partial repayment of term loans ($6.2 million) in the fourth quarter of 2021, and the sale of 1080 Amsterdam Avenue ($2.5 million) in the second quarter of 2022. The weighted average consolidated debt balance outstanding was $4.6 billion for the year ended December 31, 2022, compared to $4.8 billion for the year ended December 31, 2021. The consolidated weighted average interest rate was 3.55% for the year ended December 31, 2022, as compared to 2.93% for the year ended December 31, 2021.
Depreciation and Amortization
Depreciation and amortization decreased primarily due to our Disposed Properties ($15.1 million) and to the deconsolidation of 220 East 42nd Street ($9.5 million) as a result of the interest sale during the third quarter of 2021, partially offset by increased depreciation and amortization at our Acquired properties ($25.3 million).
Equity in net loss from unconsolidated joint ventures
Equity in net loss from unconsolidated joint ventures increased primarily as a result of increased interest expense across our joint venture portfolio ($28.3 million) and a decrease in income from operations at Worldwide Plaza ($3.7 million), 450 Park Avenue ($3.2 million) and 919 Third Avenue ($3.1 million). This was offset by an increase in income from operations at One Vanderbilt Avenue ($28.6 million), 1515 Broadway ($6.3 million) and 220 East 42nd Street ($5.0 million).
Equity in net loss on sale of interest in unconsolidated joint venture/real estate
During the year ended December 31, 2022, we recognized a loss on the sale of our interest in the Stonehenge Portfolio. During the year ended December 31, 2021, we recognized losses on the sales of our interest in One Madison Avenue ($26.9 million), 55 West 46th Street ($15.3 million) and 400 East 57th Street ($1.5 million), offset by a gain on the sale of our interest in 605 West 42nd Street ($8.3 million).
Purchase price and other fair value adjustments
During the year ended December 31, 2022, we recorded a $6.4 million fair value adjustment related to an investment in marketable securities and a $1.7 million fair value adjustment related to derivatives that are not designated as hedges. During the year ended December 31, 2021, we recorded a $206.8 million fair value adjustment related to the 51.0% interest we retained in 220 East 42nd Street, which was deconsolidated when a 49.0% joint venture interest was sold.
(Loss) gain on sale of real estate, net
During the year ended December 31, 2022, we recognized losses on the sales of 609 Fifth Avenue ($80.2 million), 885 Third Avenue ($24.0 million) and 707 Eleventh Avenue ($0.8 million), offset by a gain on the sale of 1080 Amsterdam Avenue ($17.9 million). During the year ended December 31, 2021, we recognized gains on the sale of a 49.0% joint venture interest in 220 East 42nd Street ($172.7 million), and the sales of 635-641 Sixth Avenue ($99.2 million) and 410 Tenth Avenue ($15.7 million).
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Depreciable Real Estate Reserves and Impairments
During the year ended December 31, 2022, we recognized depreciable real estate reserves and impairments related to 121 Greene Street ($6.3 million) as the investment was under contract for sale as of December 31, 2022. During the year ended December 31, 2021, we recognized depreciable real estate reserves and impairments related to 400 East 57th Street ($5.7 million), as well as investments under contract for sale as of December 31, 2021 in 707 Eleventh Avenue ($15.0 million) and the Stonehenge Properties ($3.1 million).
Loan loss and other investment reserves, net of recoveries
During the year ended December 31, 2022, we did not recognize any loan loss and other investment reserves. During the year ended December 31, 2021, we recorded $2.9 million of loan loss and other investment reserves in conjunction with recording debt and preferred equity investments and other financing receivables at the net amount expected to be collected.
Comparison of the year ended December 31, 2021 to the year ended December 31, 2020
For a comparison of the year ended December 31, 2021 to the year ended December 31, 2020, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 18, 2022.
Liquidity and Capital Resources
We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, share repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness and for debt and preferred equity investments will include:
(1)Cash flow from operations;
(2)Cash on hand;
(3)Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of debt and preferred equity investments;
(4)Borrowings under the revolving credit facility;
(5)Other forms of secured or unsecured financing; and
(6)Proceeds from common or preferred equity or debt offerings by the Company or the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities).
Cash flow from operations is primarily dependent upon the collectability of rent, the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will continue to serve as a source of operating cash flow.
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The combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, 2022 term loan, senior unsecured notes (net of discount), trust preferred securities, our share of joint venture debt, including as-of-right extension options and put options, estimated interest expense, and our obligations under our financing and operating leases, as of December 31, 2022 are as follows (in thousands):
| 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property mortgages and other loans | $ | 265,975 | $ | 337,237 | $ | 370,000 | $ | — | $ | 2,262,750 | $ | — | $ | 3,235,962 | ||||||||||||
| Revolving credit facility | — | — | — | — | 450,000 | — | 450,000 | |||||||||||||||||||
| Unsecured term loans | — | 600,000 | — | — | 1,000,000 | 50,000 | 1,650,000 | |||||||||||||||||||
| Senior unsecured notes | — | — | 100,000 | — | — | — | 100,000 | |||||||||||||||||||
| Trust preferred securities | — | — | — | — | — | 100,000 | 100,000 | |||||||||||||||||||
| Financing leases | 3,133 | 3,180 | 3,228 | 3,276 | 3,325 | 200,169 | 216,311 | |||||||||||||||||||
| Operating leases | 52,220 | 58,068 | 58,207 | 58,347 | 58,358 | 1,334,570 | 1,619,770 | |||||||||||||||||||
| Estimated interest expense | 248,404 | 215,483 | 180,664 | 154,702 | 54,636 | 37,163 | 891,052 | |||||||||||||||||||
| Joint venture debt | 1,155,465 | 894,655 | 1,466,750 | 226,224 | 299,417 | 2,130,404 | 6,172,915 | |||||||||||||||||||
| Total | $ | 1,725,197 | $ | 2,108,623 | $ | 2,178,849 | $ | 442,549 | $ | 4,128,486 | $ | 3,852,306 | $ | 14,436,010 |
We estimate that for the year ending December 31, 2023, we expect to incur $82.0 million of recurring capital expenditures on existing consolidated properties and $117.5 million of development or redevelopment expenditures on existing consolidated properties, of which $1.2 million will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $263.1 million, of which $160.7 million will be funded by construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.
As of December 31, 2022, we had liquidity of $1.0 billion, comprised of $800.0 million of availability under our revolving credit facility and $214.5 million of consolidated cash on hand, inclusive of $11.2 million of marketable securities. This liquidity excludes $143.8 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties, or debt and preferred equity investments or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described above, upon maturity, if not before.
We have investments in several real estate joint ventures with various partners who are generally considered to be financially stable. Most of our joint ventures are financed with non-recourse debt. We believe that property level cash flows along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be sufficient to fund the capital needs of our joint venture properties.
Cash Flows
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the years presented below.
Cash, restricted cash, and cash equivalents were $384.1 million and $337.0 million as of December 31, 2022 and 2021, respectively, representing a increase of $47.1 million. The increase was a result of the following changes in cash flows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | (Decrease) Increase | ||||||||
| Net cash provided by operating activities | $ | 276,088 | $ | 255,979 | $ | 20,109 | ||||
| Net cash provided by investing activities | $ | 425,805 | $ | 993,581 | $ | (567,776) | ||||
| Net cash used in financing activities | $ | (654,823) | $ | (1,285,371) | $ | 630,548 |
Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios and our debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service, and fund dividend and distribution requirements.
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Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills, and invest in existing buildings that meet our investment criteria. During the year ended December 31, 2022, when compared to the year ended December 31, 2021, we used cash primarily for the following investing activities (in thousands):
| Acquisitions of real estate | $ | 88,300 |
|---|---|---|
| Capital expenditures and capitalized interest | 1,716 | |
| Joint venture investments | (95,646) | |
| Distributions from joint ventures | (628,862) | |
| Proceeds from sales of real estate/partial interest in property | (25,230) | |
| Cash and restricted cash assumed from acquisition of real estate investment | 60,494 | |
| Cash assumed from consolidation of real estate investment | (9,475) | |
| Debt and preferred equity and other investments | 40,927 | |
| Decrease in net cash provided by investing activities | $ | (567,776) |
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $302.5 million for the year ended December 31, 2021 to $300.8 million for the year ended December 31, 2022 due to lower costs incurred in connection with our development and redevelopment properties.
We generally fund our investment activity through the sale of real estate, the sale of debt and preferred equity investments, property-level financing, our credit facilities, senior unsecured notes, and construction loans. From time to time, the Company may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the year ended December 31, 2022, when compared to the year ended December 31, 2021, we used cash for the following financing activities (in thousands):
| Proceeds from our debt obligations | $ | 378,291 |
|---|---|---|
| Repayments of our debt obligations | 26,680 | |
| Net distribution to noncontrolling interests | 53,237 | |
| Other financing activities | 15,970 | |
| Proceeds from stock options exercised and DRSPP issuance | (1,031) | |
| Repurchase of common stock | 190,206 | |
| Redemption of preferred stock | (11,927) | |
| Acquisition of subsidiary interest from noncontrolling interest | (29,817) | |
| Dividends and distributions paid | 8,939 | |
| Decrease in net cash used in financing activities | $ | 630,548 |
Capitalization
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of December 31, 2022, 64,380,082 shares of common stock and no shares of excess stock were issued and outstanding.
Share Repurchase Program
In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we could buy shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
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As of December 31, 2022, share repurchases, excluding the redemption of OP units, executed under the program were as follows:
| Period | Shares repurchased | Average price paid per share | Cumulative number of shares repurchased as part of the repurchase plan or programs | |||
|---|---|---|---|---|---|---|
| Year ended 2017 | 7,865,206 | $107.81 | 7,865,206 | |||
| Year ended 2018 | 9,187,480 | $102.06 | 17,052,686 | |||
| Year ended 2019 | 4,333,260 | $88.69 | 21,385,946 | |||
| Year ended 2020 | 8,276,032 | $64.30 | 29,661,978 | |||
| Year ended 2021 | 4,474,649 | $75.44 | 34,136,627 | |||
| Year ended 2022 | 1,971,092 | $76.69 | 36,107,719 |
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2018, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the years ended December 31, 2022, 2021, and 2020, respectively (dollars in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| Shares of common stock issued | 10,839 | 10,387 | 16,181 | |||||||
| Dividend reinvestments/stock purchases under the DRSPP | $ | 525 | $ | 738 | $ | 1,006 |
Fifth Amended and Restated 2005 Stock Option and Incentive Plan
The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of December 31, 2022, 6.3 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units and phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units.
During the year ended December 31, 2022, 27,436 phantom stock units and 9,571 shares of common stock were issued to our Board of Directors. We recorded compensation expense of $2.7 million during the year ended December 31, 2022 related to the Deferred Compensation Plan. As of December 31, 2022, there were 192,638 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.
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Employee Stock Purchase Plan
In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000 shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January 1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders. As of December 31, 2022, 191,845 shares of our common stock had been issued under the ESPP.
Indebtedness
The table below summarizes our consolidated mortgages and other loans payable, 2021 credit facility, 2022 term loan, senior unsecured notes and trust preferred securities outstanding as of December 31, 2022 and 2021, (amounts in thousands).
| December 31, | |||||
|---|---|---|---|---|---|
| Debt Summary: | 2022 | 2021 | |||
| Balance | |||||
| Fixed rate | $ | 2,695,814 | $ | 1,974,324 | |
| Variable rate—hedged | 2,320,000 | 1,300,000 | |||
| Total fixed rate | 5,015,814 | 3,274,324 | |||
| Total variable rate | 520,148 | 801,051 | |||
| Total debt | $ | 5,535,962 | $ | 4,075,375 | |
| Debt, preferred equity, and other investments subject to variable rate | 144,056 | 294,970 | |||
| Net exposure to variable rate debt | 376,092 | 506,081 | |||
| Percent of Total Debt: | |||||
| Fixed rate | 90.6 | % | 80.3 | % | |
| Variable rate (1) | 9.4 | % | 19.7 | % | |
| Total | 100.0 | % | 100.0 | % | |
| Effective Interest Rate for the Year: | |||||
| Fixed rate | 3.60 | % | 3.14 | % | |
| Variable rate | 3.23 | % | 2.11 | % | |
| Effective interest rate | 3.55 | % | 3.02 | % |
(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net exposure to variable rate debt was 7.0% and 13.4% as of December 31, 2022 and December 31, 2021, respectively.
The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR (4.39% and 0.10% as of December 31, 2022 and 2021, respectively), and adjusted Term SOFR (4.30% and 0.05% as of December 31, 2022 and 2021, respectively). Our consolidated debt as of December 31, 2022 had a weighted average term to maturity of 3.76 years.
Certain of our debt and equity investments and other investments, with carrying values of $144.1 million as of December 31, 2022 and $295.0 million as of December 31, 2021, are variable rate investments, which mitigate our exposure to interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of our variable rate debt to total debt was 7.0% and 13.4% as of December 31, 2022 and 2021, respectively.
Mortgage Financing
As of December 31, 2022, our total mortgage debt (excluding our share of joint venture mortgage debt of $6.2 billion) consisted of $3.2 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest rate of 4.44% and $0.1 billion of variable rate debt with an effective weighted average interest rate of 3.72%.
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Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was previously amended by the Company in November 2017, or the 2017 credit facility, and was originally entered into by the Company in November 2012, or the 2012 credit facility. As of December 31, 2022, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027, and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to May 15, 2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.
As of December 31, 2022, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
As of December 31, 2022, the applicable spread over adjusted Term SOFR plus 10 basis points was 105 basis points for the revolving credit facility, 120 basis points for Term Loan A, and 125 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. As of December 31, 2022, the facility fee was 25 basis points.
As of December 31, 2022, we had $2.0 million of outstanding letters of credit, $450.0 million drawn under the revolving credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $800.0 million under the 2021 credit facility. As of December 31, 2022 and December 31, 2021, the revolving credit facility had a carrying value of $443.2 million and $381.3 million, respectively, net of deferred financing costs. As of December 31, 2022 and December 31, 2021, the term loan facilities had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.
The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
2022 Term Loan
In October 2022, we entered into a term loan agreement, referred to as the 2022 term loan. As of December 31, 2022, the 2022 term loan consisted of a $400.0 million term loan with a maturity date of October 6, 2023. The 2022 term loan has one six-month as-of-right extension option to April 6, 2024. We also have an option, subject to customary conditions, to increase the capacity of the 2022 term loan to $500.0 million on or before January 7, 2023 without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions. In January 2023, the 2022 term loan was increased by $25.0 million to $425.0 million.
As of December 31, 2022, the 2022 term loan bore interest at a spread over adjusted Term SOFR plus 10 basis points, ranging from 100 basis points to 180 basis points, in each case based on the credit rating assigned to the senior unsecured long-term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category. As of December 31, 2022, the applicable spread over adjusted Term SOFR plus 10 basis points was 140 basis points. As of December 31, 2022, the 2022 term loan had a carrying value of $398.2 million, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2022 term loan.
The 2022 term loan includes certain restrictions and covenants (see Restrictive Covenants below).
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Federal Home Loan Bank of New York ("FHLB") Facility
As of December 31, 2020, the Company’s wholly-owned subsidiary, Ticonderoga Insurance Company, or Ticonderoga, a Vermont licensed captive insurance company, was a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Ticonderoga was able to borrow funds from the FHLBNY in the form of secured advances that bore interest at a floating rate. As a result of a Final Ruling from the Federal Housing Finance Authority, the regulator of the Federal Home Loan Bank system, all captive insurance company memberships were terminated as of February 2021. As such, all advances to Ticonderoga were repaid prior to such termination.
Master Repurchase Agreement
The Company entered into a Master Repurchase Agreement, or MRA, known as the 2017 MRA, which provided us with the ability to sell certain mortgage investments with a simultaneous agreement to repurchase the same at a certain date or on demand. In April 2018, we increased the maximum facility capacity from $300.0 million to $400.0 million. The facility bore interest on a floating rate basis at a spread to 30-day LIBOR based on the pledged collateral and advanced rate. The facility matured in June 2022 and was not extended.
Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2022 and 2021, respectively, by scheduled maturity date (dollars in thousands):
| Issuance | December 31, 2022 Unpaid Principal Balance | December 31, 2022 Accreted Balance | December 31, 2021 Accreted Balance | Interest Rate (1) | Initial Term (in Years) | Maturity Date | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 17, 2015 (2) | $ | 100,000 | $ | 100,000 | $ | 100,000 | 4.27 | % | 10 | December 2025 | ||||||||||
| October 5, 2017 (3) | — | — | 499,913 | 3.25 | % | 5 | October 2022 | |||||||||||||
| November 15, 2012 | — | — | 301,002 | 4.50 | % | 10 | December 2022 | |||||||||||||
| $ | 100,000 | $ | 100,000 | $ | 900,915 | |||||||||||||||
| Deferred financing costs, net | (308) | (1,607) | ||||||||||||||||||
| $ | 100,000 | $ | 99,692 | $ | 899,308 |
(1)Interest rate as of December 31, 2022, taking into account interest rate hedges in effect during the period.
(2)Issued by the Company and the Operating Partnership as co-obligors.
(3)Issued by the Operating Partnership with the Company as the guarantor.
Restrictive Covenants
The terms of the 2021 credit facility, 2022 term loan and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that we will not, during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of December 31, 2022 and 2021, we were in compliance with all such covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 125 basis points over the three-month LIBOR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.
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Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through either the use of interest rate derivative instruments and/or through our variable rate debt and preferred equity investments. Based on the debt outstanding as of December 31, 2022, a hypothetical 100 basis point increase in the floating rate interest rate curve would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $3.5 million and would increase our share of joint venture annual interest cost by $6.5 million. As of December 31, 2022, $144.1 million, or 23.1%, of our $0.6 billion debt and preferred equity portfolio was indexed to LIBOR.
We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings.
Our long-term debt of $5.0 billion bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of December 31, 2022 bore interest based on a spread to LIBOR of 145 basis points to 340 basis points, and adjusted Term SOFR of 115 basis points to 577 basis points.
Off-Balance Sheet Arrangements
We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated financial statements.
Dividends/Distributions
We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership.
To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains.
Any dividend we pay may be in the form of cash, stock, or a combination thereof, subject to IRS limitations on the use of stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.
Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 2021 credit facility, 2022 term loan and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.
Related Party Transactions
Cleaning/ Security/ Messenger and Restoration Services
Alliance Building Services, or Alliance, and its affiliates, which provide services to certain properties owned by us, were previously partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the chairman emeritus of our Board of Directors. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality, Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security, messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements.
Income earned from the profit participation, which is included in Other income on the consolidated statements of operations, was $1.4 million, $1.7 million and $1.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
We also recorded expenses, inclusive of capitalized expenses, of $8.6 million, $14.0 million and $13.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, for these services (excluding services provided directly to tenants).
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Management Fees
S.L. Green Management Corp., a consolidated entity, receives property management fees from an entity in which Stephen L. Green owns an interest. We received management fees from this entity of $0.6 million, $0.7 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020 respectively.
One Vanderbilt Avenue Investment
In December 2016, we entered into agreements with entities owned and controlled by our Chairman and CEO, Marc Holliday, and our President, Andrew Mathias, pursuant to which they agreed to make an investment in our One Vanderbilt project (inclusive of the property and Summit One Vanderbilt) at the appraised fair market value for the interests acquired. This investment entitles these entities to receive approximately 1.50% - 1.80% and 1.00% - 1.20%, respectively, of any profits realized by the Company from its One Vanderbilt project in excess of the Company’s capital contributions. The entities have no right to any return of capital. Accordingly, subject to previously disclosed repurchase rights, these interests will have no value and will not entitle these entities to any amounts (other than limited distributions to cover tax liabilities incurred) unless and until the Company has received distributions from the One Vanderbilt project in excess of the Company’s aggregate investment in the project. In the event that the Company does not realize a profit on its investment in the project (or would not realize a profit based on the value at the time the interests are repurchased), the entities owned and controlled by Messrs. Holliday and Mathias will lose the entire amount of their investment. The entities owned and controlled by Messrs. Holliday and Mathias paid $1.4 million and $1.0 million, respectively, which equaled the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an independent third party appraisal that we obtained.
Messrs. Holliday and Mathias have the right to tender their interests in the project upon stabilization (50% within three years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the right to repurchase these interests on the 7-year anniversary of the stabilization of the project or upon the occurrence of certain separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service with us. The price paid upon a tender of the interests will equal the liquidation value of the interests at the time, with the value being based on the project's sale price, if applicable, or fair market value as determined by an independent third party appraiser. In 2022, stabilization of the property (but not Summit One Vanderbilt) was achieved. Therefore, Messrs. Holiday and Mathias exercised their rights to tender 50% of their interests in the property (but not Summit One Vanderbilt) for liquidation values of $17.9 million and $11.9 million, respectively, which were paid in July 2022.
One Vanderbilt Avenue Leases
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space. For the year ended December 31, 2022 and 2021 we recorded $3.0 million and $2.4 million, respectively, of rent expense under the lease. Additionally, in June 2021, we, through a wholly-owned subsidiary, entered into a lease agreement with the One Vanderbilt Avenue joint venture for Summit One Vanderbilt, which commenced operations in October 2021. For the year ended December 31, 2022, we recorded $33.0 million of rent expense under the lease, including percentage rent, of which $22.8 million was recognized as income as a component of Equity in net loss from unconsolidated joint ventures in our consolidated statements of operations. For the year ended December 31, 2021, we recorded $5.0 million of rent expense under the lease with no percentage rent. See Note 20, "Commitments and Contingencies."
Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within two property insurance programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company, or Belmont, provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide coverage solely on properties owned by the Company or its affiliates.
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Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be maintained or adequately cover our risk of loss.
Funds from Operations
FFO is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties , and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
The Company presents FFO because it considers it an important supplemental measure of the Company’s operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including our ability to make cash distributions.
FFO for the years ended December 31, 2022, 2021, and 2020 are as follows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| Net (loss) income attributable to SL Green common stockholders | $ | (93,024) | $ | 434,804 | $ | 356,105 | ||||
| Add: | ||||||||||
| Depreciation and amortization | 215,306 | 216,869 | 313,668 | |||||||
| Joint venture depreciation and noncontrolling interest adjustments | 252,893 | 249,087 | 205,869 | |||||||
| Net (loss) income attributable to noncontrolling interests | (4,672) | 23,573 | 34,956 | |||||||
| Less: | ||||||||||
| Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate | (131) | (32,757) | 2,961 | |||||||
| Depreciable real estate reserves and impairments | (6,313) | (23,794) | (60,454) | |||||||
| (Loss) gain on sale of real estate, net | (84,485) | 287,417 | 215,506 | |||||||
| Purchase price and other fair value adjustments | — | 209,443 | 187,522 | |||||||
| Depreciation on non-rental real estate assets | 2,605 | 2,790 | 2,338 | |||||||
| Funds from Operations attributable to SL Green common stockholders and unit holders | $ | 458,827 | $ | 481,234 | $ | 562,725 | ||||
| Cash flows provided by operating activities | $ | 276,088 | $ | 255,979 | $ | 554,236 | ||||
| Cash flows provided by investing activities | $ | 425,805 | $ | 993,581 | $ | 1,056,430 | ||||
| Cash flows used in financing activities | $ | (654,823) | $ | (1,285,371) | $ | (1,479,301) |
Inflation
Substantially all of our office leases provide for separate real estate tax and operating expense escalations as well as operating expense recoveries based on increases in the CPI or other measures such as porters' wage. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases will be at least partially offset by the contractual rent increases and expense escalations described above.
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Climate Change
With our roots in New York City, we are at the center of one of the world's most ambitious climate legislative environments. Through the Climate Leadership and Community Protection Act signed into law in 2019, New York State mandated the adoption of a net-zero carbon economy statewide by 2050, with a zero-carbon electricity grid by 2040. New York City enacted Local Law 97 (LL97) in 2019 under the Climate Mobilization Act, setting carbon caps for large buildings starting in 2024 as part of a broader commitment to reducing greenhouse gas emissions by 40% by 2030, and by 80% by 2050. As our portfolio is principally located in Manhattan, these policy elements represent the most material sources of transition risks relevant to our business. We do not anticipate any material financial impact on our portfolio in the first compliance period of 2024 to 2029.
While SL Green's portfolio has not been substantially affected by climate-related events to New York City real estate, such as Hurricane Sandy in 2012, we have continued to develop our approach to physical climate risk assessment, management, and mitigation in order to manage and minimize the impacts of future events. We have conducted climate-related scenario analyses as part of our first Task Force on Climate-related Financial Disclosures ("TCFD") report published in 2021, which we made available on our website. The Company is also committed to setting near-term Scope 1 and Scope 2 science-based emissions reduction targets with the SBTi, which are currently in the validation process. Our goal is to reduce emissions for our operationally controlled portfolio to align it with the 1.5 degree Celsius climate scenario.
We consider the successful management and mitigation of climate-related risks across our portfolio as an opportunity to raise the financial value of our buildings and pass on these benefits to our stakeholders, tenants, and investors. We believe our investments over the last 20 years in energy efficiency improvements and greenhouse gas emissions reductions have minimized the impact of climate legislation on our portfolio and our active development pipeline sets the standard for sustainable new construction and responsible community engagement. We leverage years of operational excellence to incorporate innovative design and technological solutions. We also utilize recommendations from our portfolio-wide New York State Energy Research and Development Authority ("NYSERDA") emissions reduction study to help lower emissions from tenant spaces and base building operations. Together, these measures are expected to minimize our vulnerability to the physical risks of climate change, as well as transition risks covering policy and legal, market, technology, and reputational factors.
Accounting Standards Updates
The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies - Accounting Standards Updates" in the accompanying consolidated financial statements.
Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
•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, development 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;
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•bankruptcy or insolvency of a major tenant or a significant number of smaller tenants or borrowers;
•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 our 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.
Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
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FY 2021 10-K MD&A
SEC filing source: 0001040971-22-000014.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
SL Green Realty Corp., which is referred to as SL Green or the Company, a Maryland corporation, and SL Green Operating Partnership, L.P., which is referred to as SLGOP or the Operating Partnership, a Delaware limited partnership, were formed in June 1997 for the purpose of combining the commercial real estate business of S.L. Green Properties, Inc. and its affiliated partnerships and entities. The Company is a self-managed real estate investment trust, or REIT, engaged in the acquisition, development, repositioning, ownership, management and operation of commercial and residential real estate properties, principally office properties, located in the New York metropolitan area, principally Manhattan. Unless the context requires otherwise, all references to "we," "our" and "us" means the Company and all entities owned or controlled by the Company, including the Operating Partnership.
The COVID-19 pandemic has caused, and continues to cause, disruptions with wide ranging impacts to the global economy and everyday life. This could cause our business, results of operations, liquidity, cash flows, prospects, and our ability to achieve forward-looking targets and expectations to be adversely affected and could also cause significant volatility in the trading prices of our securities. Additionally, the COVID-19 pandemic could increase the magnitude of many of the other risks described in this Annual Report on Form 10-K and our other SEC filings and may have other adverse effects on our operations that we are not currently able to predict.
The scale and magnitude of adverse impacts to our business could depend on, among other factors:
•the financial condition of our tenants and their ability or willingness to pay rent in full on a timely basis;
•the impact on rents and demand for office and retail space;
•the impact of new regulations or norms on physical space needs and expectations;
•the financial condition of the borrowers and sponsors of our debt and preferred equity investments and their ability or willingness to make interest and principal payments;
•the effect of changes in laws and regulation;
•the ability of debt and equity markets to function and provide liquidity; and
•the ability to mitigate delays or cost increases associated with building materials or construction services necessary for development, redevelopment and tenant improvements.
The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A discussion of our results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019 is included in Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021, and is incorporated by reference into this Annual Report on Form 10-K.
Leasing and Operating
As of December 31, 2021, our same-store Manhattan office property occupancy inclusive of leases signed but not commenced, was 93.0% compared to 93.4% as of December 31, 2020. We signed office leases in Manhattan encompassing approximately 1.9 million square feet, of which approximately 0.8 million square feet represented office leases that replaced previously occupied space. Our mark-to-market on the signed Manhattan office leases that replaced previously occupied space was (2.5)% for 2021.
According to Cushman & Wakefield, leasing activity in Manhattan improved significantly in 2021 totaling approximately 18.6 million square feet. Of the total 2021 leasing activity in Manhattan, the Midtown submarket accounted for approximately 12.1 million square feet, or approximately 65.1%. Manhattan's overall office vacancy went from 15.2% as of December 31, 2020 to 20.4% as of December 31, 2021. Overall average asking rents in Manhattan decreased in 2021 by 4.8% from $73.16 per square foot as of December 31, 2020 to $69.67 per square foot as of December 31, 2021, while Manhattan Class A asking rents decreased to $76.29 per square foot, down 4.9% from $80.18 as of December 31, 2020.
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Acquisition and Disposition Activity
Overall Manhattan sales volume increased by 46.3% in 2021 to $19.5 billion as compared to $13.2 billion in 2020. In 2021, we continued to take advantage of significant interest by both international and domestic institutions and individuals seeking ownership interests in Manhattan properties to sell assets, disposing of a significant volume of properties that were considered non-core or had a more limited growth trajectory, raising efficiently priced capital that was used primarily for share repurchases and debt reduction. During the year, we closed on the sales of all or a portion of our interests in 55 West 46th Street - Tower 46, 605 West 42nd Street - Sky, 635-641 Sixth Avenue, 220 East 42nd Street, 400 East 57th Street, 590 Fifth Avenue, One Madison Avenue, and 110 East 42nd Street for total gross valuations of $2.9 billion.
Debt and Preferred Equity
In 2020 and 2021, in our debt and preferred equity portfolio we continued to focus on the origination of financings for owners, acquirers or developers of properties in New York City, while selectively selling certain investments, the proceeds of which were utilized to repurchase shares of common stock or for debt repayment. This investment strategy provides us with the opportunity to fill a need for additional debt financing, while achieving attractive risk adjusted returns to us on the investments and receiving a significant amount of additional information on the New York City real estate market. The typical investments made by us during 2020 and 2021 were to reputable owners or acquirers which have sizable equity subordinate to our last dollar of exposure. During 2021, our debt and preferred equity activities included purchases and originations, inclusive of advances under future funding obligations, discount and fee amortization, and paid-in-kind interest, net of premium amortization, of $207.0 million, and sales, redemption and participations of $201.4 million.
For descriptions of significant activities in 2021, refer to "Part I, Item 1. Business - Highlights from 2021."
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our assumptions and estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Investment in Commercial Real Estate Properties
Real estate properties are presented at cost less accumulated depreciation and amortization. Costs directly related to the development or redevelopment of properties are capitalized. Ordinary repairs and maintenance are expensed as incurred; major investments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
We recognize the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests in an acquired entity by allocating the purchase price, including transaction costs, at their respective fair values on the acquisition date.
We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases.
The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed involves subjectivity as the allocations are based on an analysis of the respective fair values. In determining the fair value of the real estate acquired, the Company will use a third-party valuation which primarily utilizes cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts. We assess fair value of the acquired leases based on estimated cash flow projections that utilize appropriate discount rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. The determined and allocated fair values to the real estate acquired will affect the amount of depreciation and amortization we record over the respective estimated useful lives or term of the lease.
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The Company classifies those leases under which the Company is the lessee at lease commencement as finance or operating leases. Leases qualify as finance leases if i) the lease transfers ownership of the asset at the end of the lease term, ii) the lease grants an option to purchase the asset that we are reasonably certain to exercise, iii) the lease term is for a major part of the remaining economic life of the asset, or iv) the present value of the lease payments exceeds substantially all of the fair value of the asset. Leases that do not qualify as finance leases are deemed to be operating leases. On the consolidated statements of operations, operating leases are expensed through operating lease rent while financing leases are expensed through amortization and interest expense.
We incur a variety of costs in the development and leasing of our properties. After the determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and building under development include specifically identifiable costs. The capitalized costs include, but are not limited to, pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year after major construction activity ceases. We cease capitalization on the portions substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with the portions under construction.
On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. A property's value is considered impaired if management's estimate of the aggregate future cash flows (undiscounted) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the fair value of the property as calculated in accordance with ASC 820. We assess for impairment indicators based on factors such as, among other things, market conditions, occupancy rates, rental payment collections, and operating performance of the asset. If indicators of impairment are present, we evaluate real estate investments for potential impairment primarily utilizing cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as sales comparison approach, which utilizes comparable sales, listings and sales contracts.
We also evaluate our real estate properties for impairment when a property has been classified as held for sale. Real estate assets held for sale are valued at the lower of their carrying value or fair value less costs to sell and depreciation expense is no longer recorded. See Note 4, "Properties Held for Sale and Dispositions."
Investments in Unconsolidated Joint Ventures
We account for our investments in unconsolidated joint ventures under the equity method of accounting in cases where we exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. We consolidate those joint ventures that we control or which are variable interest entities (each, a "VIE") and where we are considered to be the primary beneficiary. In all these joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless we are determined to be the primary beneficiary in a VIE, these participating rights preclude us from consolidating these VIE entities. Determining control of the entities can be subjective in assessing which activities of the joint venture most significantly impact the economic performance and whether the rights of the joint venture partner are protective or participating. In making this determination, any new or amended joint venture agreement is assessed by the Company for the activities that most significantly impact the joint venture’s economic performance based on the business purpose and design of the venture. We assess the rights that are conveyed to us in the agreement and evaluate whether we are provided with participating or protective rights over the activities that most significantly impact the entity’s economic performance. We also assess the rights of our joint venture partner. Such participating rights include, among other things, the right to approve/amend the annual budget, leasing of the property to a significant tenant, and approval of tax returns and auditors. If our joint venture partner has substantive participating rights and we are determined not to be the primary beneficiary, we do not consolidate the entity.
These investments are recorded initially at cost, as investments in unconsolidated joint ventures, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Equity in net income (loss) from unconsolidated joint ventures is allocated based on our ownership or economic interest in each joint venture and includes adjustments related to basis differences in accounting for the investment. When a capital event (as defined in each joint venture agreement) such as a refinancing occurs, if return thresholds are met, future equity income will be allocated at our increased economic interest. We recognize incentive income from unconsolidated real estate joint ventures as income to the extent it is earned and not subject to a clawback feature. Distributions we receive from unconsolidated real estate joint ventures in excess of our basis in the investment are recorded as offsets to our investment balance if we remain liable for future obligations of the joint venture or may otherwise be committed to provide future additional financial support. We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases for tenant space, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans.
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We assess our investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investments for impairment based on each joint ventures' actual and projected cash flows. We do not believe that the values of any of our equity investments were impaired as of December 31, 2021.
We may originate loans for real estate acquisition, development and construction ("ADC loans") where we expect to receive some of the residual profit from such projects. When the risk and rewards of these arrangements are essentially the same as an investor or joint venture partner, we account for these arrangements as real estate investments under the equity method of accounting for investments. Otherwise, we account for these arrangements consistent with the accounting for our debt and preferred equity investments.
Lease Classification
Lease classification for leases under which the Company is the lessor is evaluated at lease commencement and leases not classified as sales-type leases or direct financing leases are classified as operating leases. Leases qualify as sales-type leases if the contract includes either transfer of ownership clauses, certain purchase options, a lease term representing a major part of the economic life of the asset, or the present value of the lease payments and residual guarantees provided by the lessee exceeds substantially all of the fair value of the asset. Additionally, leasing an asset so specialized that it is not deemed to have any value to the Company at the end of the lease term may also result in classification as a sales-type lease. Leases qualify as direct financing leases when the present value of the lease payments and residual value guarantees provided by the lessee and unrelated third parties exceeds substantially all of the fair value of the asset and collection of the payments is probable.
Revenue Recognition
Rental revenue for operating leases is recognized on a straight-line basis over the term of the lease and we have determined that the collectability of substantially all of the lease payments are probable. If collectability of substantially all of the lease payments is assessed as not probably, rental revenue is recognized only upon actual receipt. The Company assesses the probability of collecting substantially all payments under its leases based on multiple factors, including, among other things, payment history of the lessee, the credit rating of the lessee, historical operations and trends within the lessee’s industry, current and future economic conditions. If collectability of substantially all of the lease payments is assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.
Rental revenue recognition commences when the leased space is available for its intended use by the lessee. To determine whether the leased space is available for its intended use by the lessee, management evaluates whether we are the owner of tenant improvements for accounting purposes or the tenant is. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space.
The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the consolidated balance sheets.
In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and certain operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in certain building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters' wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations. Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which amount may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours. These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.
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Rental revenue is recognized if collectability is probable. If collectability of substantially all of the lease payments is assessed as not probable, any difference between the rental revenue recognized to date and the lease payments that have been collected is recognized as a current-period adjustment to rental revenue. A subsequent change in the assessment of collectability to probable may result in a current-period adjustment to rental revenue for any difference between the rental revenue that would have been recognized if collectability had always been assessed as probable and the rental revenue recognized to date.
We recognize lease concessions related to COVID-19, such as rent deferrals and abatements, in accordance with the Lease Modification Q&A issued by the FASB in April 2020, which provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. This election is only available when total cash flows resulting from the modified lease are substantially similar to the cash flows in the original lease. When total cash flows resulting from the modified lease are not substantially similar to the cash flows in the original lease, we account for the concession agreement as a new lease.
The Company provides its tenants with certain customary services for lease contracts such as common area maintenance and general security. We have elected to combine the non-lease components with the lease components of our operating lease agreements and account for them as a single lease component in accordance with ASC 842.
We record a gain or loss on sale of real estate assets when we no longer have a controlling financial interest in the entity owning the real estate, a contract exists with a third party and that third party has control of the assets acquired.
Investment income on debt and preferred equity investments is accrued based on the contractual terms of the instruments and when it is deemed collectible. Some debt and preferred equity investments provide for accrual of interest at specified rates, which differ from current payment terms. Interest is recognized on such loans at the accrual rate subject to management's determination that accrued interest is collectible. If management cannot make this determination, interest income above the current pay rate is recognized only upon actual receipt.
The Company assesses the probability of a borrower’s ability to repay the debt and preferred equity investment similar to the factors noted above. We consider a debt and preferred equity investment to be past due when amounts contractually due have not been paid. Debt and preferred equity investments are placed on a non-accrual status at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition is resumed on any debt or preferred equity investment that is on non-accrual status when such debt or preferred equity investment becomes contractually current and performance is demonstrated to be resumed.
Deferred origination fees, original issue discounts and loan origination costs, if any, are recognized as an adjustment to interest income over the terms of the related investments using the effective interest method. Fees received in connection with loan commitments are also deferred until the loan is funded and are then recognized over the term of the loan as an adjustment to yield. Discounts or premiums associated with the purchase of loans are amortized or accreted into interest income as a yield adjustment on the effective interest method based on expected cash flows through the expected maturity date of the related investment. If we purchase a debt or preferred equity investment at a discount, intend to hold it until maturity and expect to recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the investment. If we purchase a debt or preferred equity investment at a discount with the intention of foreclosing on the collateral, we do not accrete the discount. For debt investments acquired at a discount for credit quality, the difference between contractual cash flows and expected cash flows at acquisition is not accreted. Anticipated exit fees, the collection of which is expected, are also recognized over the term of the loan as an adjustment to yield.
We consider a debt and preferred equity investment to be past due when amounts contractually due have not been paid. Debt and preferred equity investments are placed on a non-accrual status when, in the opinion of management, a full recovery of interest income becomes doubtful. Interest income recognition is resumed on any debt or preferred equity investment when the performance of such non-accrual debt or preferred equity investment is demonstrated to be resumed.
We may syndicate a portion of the loans that we originate or sell the loans individually. When a transaction meets the criteria for sale accounting, we recognize gain or loss based on the difference between the sales price and the carrying value of the loan sold. Any related unamortized deferred origination fees, original issue discounts, loan origination costs, discounts or premiums at the time of sale are recognized as an adjustment to the gain or loss on sale, which is included in investment income on the consolidated statement of operations. Any fees received at the time of sale or syndication are recognized as part of investment income.
Asset management fees are recognized on a straight-line basis over the term of the asset management agreement.
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Debt and Preferred Equity Investments
Debt and preferred equity investments are presented at the net amount expected to be collected in accordance with ASC 326. An allowance for loan losses is deducted from the amortized cost basis of the financial assets to present the net carrying value at the amount expected to be collected through the expected maturity date of such investments. The expense for loan loss and other investment reserves is the charge to earnings to adjust the allowance for loan losses to the appropriate level. Amounts are written off from the allowance when we de-recognize the related investment either as a result of a sale of the investment or acquisition of equity interests in the collateral.
The Company evaluates the amount expected to be collected based on current market and economic conditions, historical loss information, and reasonable and supportable forecasts. The Company's assumptions are derived from both internal data and external data which may include, among others, governmental economic projections for the New York City Metropolitan area, public data on recent transactions and filings for securitized debt instruments. This information is aggregated by asset class and adjusted for duration. Based on these inputs, loans are evaluated at the individual asset level. In certain instances, we may also use a probability-weighted model that considers the likelihood of multiple outcomes and the amount expected to be collected for each outcome.
The evaluation of the possible credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor requires significant judgment, which include both asset level and market assumptions over the relevant time period.
In addition, quarterly, the Company assigns each loan a risk rating. Based on a 3-point scale, loans are rated “1” through “3,” from lower risk to higher risk, which ratings are defined as follows: 1 - Low Risk Assets - Low probability of loss, 2 - Watch List Assets - Higher potential for loss, 3 - High Risk Assets - Loss more likely than not. Loans with risk ratings of 2 or 3 are evaluated to determine whether the expected risk of loss is appropriately captured through the combination of our expectations of current conditions, historical loss information and supportable forecasts described above or whether risk characteristics specific to the loan warrant the use of a probability-weighted model.
Financing investments that are classified as held for sale are carried at the expected amount to be collected or fair market value using available market information obtained through consultation with dealers or other originators of such investments as well as discounted cash flow models based on Level 3 data pursuant to ASC 820-10. As circumstances change, management may conclude not to sell an investment designated as held for sale. In such situations, the investment will be reclassified at its expected amount to be collected.
Other financing receivables that are included in balance sheet line items other than the Debt and preferred equity investments line are also measured at the net amount expected to the be collected.
Accrued interest receivable amounts related to these debt and preferred equity investment and other financing receivables are recorded at the net amount expected to be collected within Other assets in the consolidated balance sheets. Write offs of accrued interest receivables are recognized as an expense for loan loss and other investment reserves.
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Results of Operations
Comparison of the year ended December 31, 2021 to the year ended December 31, 2020
The following comparison for the year ended December 31, 2021, or 2021, to the year ended December 31, 2020, or 2020, makes reference to the effect of the following:
i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2020 and still owned by us in the same manner as of December 31, 2021 (Same-Store Properties totaled 21 of our 31 consolidated operating properties),
ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2021 and 2020 and all non-Same-Store Properties, including properties that are under development or redevelopment,
iii."Disposed Properties" which represents all properties or interests in properties sold in 2021 and 2020, and
iv.“Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.
| Same-Store | Disposed | Other | Consolidated | |||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2021 | 2020 | $ Change | % Change | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | $ Change | % Change | ||||||||||||||||||||||||||||||||||
| Rental revenue | $ | 533.2 | $ | 564.5 | $ | (31.3) | (5.5) | % | $ | 24.6 | $ | 70.1 | $ | 120.4 | $ | 169.8 | $ | 678.2 | $ | 804.4 | $ | (126.2) | (15.7) | % | ||||||||||||||||||||||
| Investment income | — | — | — | — | % | — | — | 80.3 | 120.2 | 80.3 | 120.2 | (39.9) | (33.2) | % | ||||||||||||||||||||||||||||||||
| Other income | 3.9 | 13.0 | (9.1) | (70.0) | % | 2.4 | 3.9 | 79.2 | 111.3 | 85.5 | 128.2 | (42.7) | (33.3) | % | ||||||||||||||||||||||||||||||||
| Total revenues | 537.1 | 577.5 | (40.4) | (7.0) | % | 27.0 | 74.0 | 279.9 | 401.3 | 844.0 | 1,052.8 | (208.8) | (19.8) | % | ||||||||||||||||||||||||||||||||
| Property operating expenses | 263.1 | 271.3 | (8.2) | (3.0) | % | 10.1 | 31.0 | 73.3 | 86.2 | 346.5 | 388.5 | (42.0) | (10.8) | % | ||||||||||||||||||||||||||||||||
| Transaction related costs | 0.3 | — | 0.3 | — | % | — | — | 3.5 | 0.5 | 3.8 | 0.5 | 3.3 | 660.0 | % | ||||||||||||||||||||||||||||||||
| Marketing, general and administrative | — | — | — | — | % | — | — | 94.9 | 91.8 | 94.9 | 91.8 | 3.1 | 3.4 | % | ||||||||||||||||||||||||||||||||
| 263.4 | 271.3 | (7.9) | (2.9) | % | 10.1 | 31.0 | 171.7 | 178.5 | 445.2 | 480.8 | (35.6) | (7.4) | % | |||||||||||||||||||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense and amortization of deferred financing costs, net of interest income | $ | (82.3) | $ | (128.5) | $ | 46.2 | (36.0) | % | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (216.9) | (313.7) | 96.8 | (30.9) | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net loss from unconsolidated joint ventures | (55.4) | (25.2) | (30.2) | 119.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate | (32.8) | 3.0 | (35.8) | (1,193.3) | % | |||||||||||||||||||||||||||||||||||||||||
| Purchase price and other fair value adjustment | 210.1 | 187.5 | 22.6 | 12.1 | % | |||||||||||||||||||||||||||||||||||||||||
| Gain on sale of real estate, net | 287.4 | 215.5 | 71.9 | 33.4 | % | |||||||||||||||||||||||||||||||||||||||||
| Depreciable real estate reserves and impairments | (23.8) | (60.5) | 36.7 | (60.7) | % | |||||||||||||||||||||||||||||||||||||||||
| Loss on early extinguishment of debt | (1.6) | — | (1.6) | — | % | |||||||||||||||||||||||||||||||||||||||||
| Loan loss and other investment reserves, net of recoveries | (2.9) | (35.3) | 32.4 | (91.8) | % | |||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 480.6 | $ | 414.8 | $ | 65.8 | 15.9 | % |
Rental Revenue
Rental revenues decreased primarily due to our Disposed Properties ($45.5 million), properties moved into redevelopment ($39.7 million), and a lower contribution from our Same-Store Properties ($31.3 million) driven by increased vacancy at 1185 Avenue of the Americas ($18.3 million), 420 Lexington Avenue ($6.0 million) and 485 Lexington Avenue ($5.5 million). Rental revenues decreased further as a result of the 49.0% joint venture interest sale in 220 East 42nd Street ($30.4 million) during the third quarter of 2021. This was partially offset by the addition of 885 Third Avenue to the consolidated portfolio in the first quarter of 2021 ($26.7 million).
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The following table presents a summary of the commenced leasing activity for the year ended December 31, 2021 in our Manhattan portfolio:
| Usable SF | Rentable SF | NewCashRent (perrentableSF) (1) | Prev.EscalatedRent (perrentableSF) (2) | TI/LC per rentable SF | Free Rent (in months) | Average Lease Term (in years) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Manhattan | ||||||||||||||||||||||
| Space available at beginning of the year | 1,717,735 | |||||||||||||||||||||
| Sold vacancies | (90,435) | |||||||||||||||||||||
| Property in redevelopment | (353,897) | |||||||||||||||||||||
| Space which became available during the year(3) | ||||||||||||||||||||||
| • Office | 1,028,198 | |||||||||||||||||||||
| • Retail | 65,834 | |||||||||||||||||||||
| • Storage | 4,487 | |||||||||||||||||||||
| 1,098,519 | ||||||||||||||||||||||
| Total space available | 2,371,922 | |||||||||||||||||||||
| Leased space commenced during the year: | ||||||||||||||||||||||
| • Office(4) | 671,210 | 741,490 | $ | 68.37 | $ | 66.26 | $ | 60.21 | 6.4 | 8.5 | ||||||||||||
| • Retail | 57,740 | 59,272 | $ | 56.01 | $ | 81.70 | $ | 11.12 | 1.6 | 10.7 | ||||||||||||
| • Storage | 4,981 | 5,397 | $ | 25.44 | $ | 31.55 | $ | — | 1.5 | 4.9 | ||||||||||||
| Total leased space commenced | 733,931 | 806,159 | $ | 67.17 | $ | 67.83 | $ | 56.20 | 6.0 | 8.7 | ||||||||||||
| Total available space at end of year | 1,637,991 | |||||||||||||||||||||
| Early renewals | ||||||||||||||||||||||
| • Office | 368,637 | 390,290 | $ | 68.89 | $ | 71.90 | $ | 9.55 | 2.2 | 2.8 | ||||||||||||
| • Retail | 50,409 | 77,042 | $ | 96.21 | $ | 86.21 | $ | — | 0.6 | 4.4 | ||||||||||||
| • Storage | 2,248 | 2,262 | $ | 28.09 | $ | 28.09 | $ | — | 0.5 | 1.4 | ||||||||||||
| Total early renewals | 421,294 | 469,594 | $ | 73.18 | $ | 74.03 | $ | 7.94 | 1.9 | 3.1 | ||||||||||||
| Total commenced leases, including replaced previous vacancy | ||||||||||||||||||||||
| • Office | 1,131,780 | $ | 68.55 | $ | 69.18 | $ | 42.74 | 5.0 | 6.6 | |||||||||||||
| • Retail | 136,314 | $ | 78.73 | $ | 84.48 | $ | 4.83 | 1.1 | 7.2 | |||||||||||||
| • Storage | 7,659 | $ | 26.22 | $ | 30.02 | $ | — | 1.2 | 3.9 | |||||||||||||
| Total commenced leases | 1,275,753 | $ | 69.38 | $ | 71.12 | $ | 38.43 | 4.5 | 6.6 |
(1)Annual initial base rent.
(2)Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a consumer price index (CPI) adjustment.
(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 $62.27 per rentable square feet for 363,354 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $65.70 per rentable square feet for 753,644 rentable square feet.
Investment Income
Investment income decreased primarily as a result of a decrease in the weighted average balance and weighted average yield of our debt and preferred equity investment portfolio. For the years ended December 31, 2021 and 2020, the weighted average balance of our debt and preferred equity investment portfolio and the weighted average yield were $1.1 billion and 7.1%, respectively, compared to $1.4 billion and 7.7%, respectively. As of December 31, 2021, the debt and preferred equity investment portfolio had a weighted average term to maturity of 1.8 years excluding extension options.
Other Income
Other income decreased mainly due to lower lease termination income for the year ended December 31, 2021 ($22.6 million) as compared to the same period in 2020 ($48.2 million), income, net of legal costs, derived from a legal settlement during the year ended December 31, 2020 ($20.2 million), and development fee income earned during the year ended December 31, 2020 ($7.3 million), partially offset by an increase in leasing and management fee income for the year ended December 31, 2021 ($11.4 million).
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Property Operating Expenses
Property operating expenses decreased primarily due to reduced variable expenses and real estate taxes at our Disposed Properties ($9.9 million and $9.6 million, respectively). Further decreases resulted from reduced real estate taxes at our Same-Store Properties, 220 East 42nd Street (which the Company sold a 49.0% joint venture interest) and our Acquisition Properties ($7.5 million, $4.2 million and $2.6 million, respectively), and decreased variable expenses at 750 Third Avenue and 220 East 42nd Street ($5.9 million and $5.5 million, respectively).
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses increased to $94.9 million for the year ended December 31, 2021, compared to $91.8 million for the same period in 2020 due primarily to an increase in rent expense and inflationary pressure on compensation costs.
Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income
Interest expense and amortization of deferred financing costs, net of interest income, decreased primarily due to interest capitalization in connection with properties that are under development ($9.5 million), lower interest expense from the revolving credit facility ($8.3 million), senior unsecured notes ($8.2 million) and term loans ($6.6 million) resulting from a decrease in the average LIBOR rate for the year ended December 31, 2021 as compared to the year ended December 31, 2020, and the disposal of 315 West 33rd Street - "The Olivia" in 2020 ($3.4 million). The weighted average consolidated debt balance outstanding was $4.8 billion for the year ended December 31, 2021, compared to $5.8 billion for the year ended December 31, 2020. The consolidated weighted average interest rate was 2.93% for the year ended December 31, 2021, as compared to 3.06% for the year ended December 31, 2020.
Depreciation and Amortization
Depreciation and amortization decreased primarily due to accelerated depreciation at One Madison Avenue in the third quarter of 2020 related to the property's redevelopment ($70.3 million), and decreased depreciation and amortization at our Disposed properties ($20.7 million) and Same-Store Properties ($12.7 million).
Equity in net loss from unconsolidated joint ventures
Equity in net loss from unconsolidated joint ventures increased primarily as a result of higher depreciation expense at One Vanderbilt Avenue ($43.0 million), which was put in service during the fourth quarter of 2020, partially offset by an increase in income from operations at 2 Herald Square ($7.5 million).
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate
During the year ended December 31, 2021, we recognized losses on the sales of our interest in One Madison Avenue ($26.9 million), 55 West 46th Street ($15.3 million) and 400 East 57th Street ($1.5 million), offset by a gain on the sale of our interest in 605 West 42nd Street ($8.3 million). During the year ended December 31, 2020, we recognized a gain on the sale of our joint venture interest in 333 East 22nd Street ($3.0 million).
Purchase price and other fair value adjustments
During the year ended December 31, 2021, we recorded a $206.8 million fair value adjustment related to the 51.0% interest we retained in 220 East 42nd Street, which was deconsolidated when the Company sold a 49.0% joint venture interest and the Company no longer retained a controlling interest in the entity, as defined in ASC 810.
In December 2020, the Company admitted partners to the One Madison Avenue development project, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and the deconsolidation of our remaining 50.5% interest. We recorded our investment at fair value, which resulted in the recognition of a fair value adjustment of $187.5 million.
Gain (Loss) on Sale of Real Estate, Net
During the year ended December 31, 2021, we recognized gains on the sale of a 49.0% joint venture interest in 220 East 42nd Street ($172.7 million), and the sales of 635-641 Sixth Avenue ($99.2 million) and 410 Tenth Avenue ($15.7 million).
During the year ended December 31, 2020, we recognized gains on the sales of 315 West 33rd Street - "The Olivia" ($72.3 million), the retail condominium at 609 Fifth Avenue ($65.4 million), 410 Tenth Avenue ($56.4 million), 15 Beekman ($17.7 million), Williamsburg Terrace ($11.8 million) and 400 East 58th Street ($8.3 million), offset by a loss on the sale related to our interest in 1055 Washington Boulevard in Stamford, Connecticut ($11.5 million).
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Depreciable Real Estate Reserves and Impairments
During the year ended December 31, 2021, we recognized depreciable real estate reserves and impairments related to 400 East 57th Street ($5.7 million) as well as investments under contract for sale as of December 31, 2021 in 707 Eleventh Avenue ($15.0 million) and the Stonehenge Properties ($3.1 million). During the year ended December 31, 2020, we recognized depreciable real estate reserves and impairments related to 106 Spring Street ($39.7 million), 133 Greene Street ($14.1 million) and 712 Madison Avenue ($6.6 million).
Loan loss and other investment reserves, net of recoveries
During the year ended December 31, 2021, we recorded $2.9 million of loan loss and other investment reserves in conjunction with recording debt and preferred equity investments and other financing receivables at the net amount expected to be collected.
During the year ended December 31, 2020, we recorded $12.3 million of losses related to certain debt and preferred equity investments that were sold and $23.0 million of loan loss and other investment reserves in conjunction with recording debt and preferred equity investments and other financing receivables at the net amount expected to be collected.
Comparison of the year ended December 31, 2020 to the year ended December 31, 2019
For a comparison of the year ended December 31, 2020 to the year ended December 31, 2019, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 26, 2021.
Liquidity and Capital Resources
We currently expect that the principal sources of funds to meet our short-term and long-term liquidity requirements for working capital, acquisitions, development or redevelopment of properties, tenant improvements, leasing costs, share repurchases, dividends to shareholders, distributions to unitholders, repurchases or repayments of outstanding indebtedness and for debt and preferred equity investments will include:
(1)Cash flow from operations;
(2)Cash on hand;
(3)Net proceeds from divestitures of properties and redemptions, participations, dispositions and repayments of debt and preferred equity investments;
(4)Borrowings under the revolving credit facility;
(5)Other forms of secured or unsecured financing; and
(6)Proceeds from common or preferred equity or debt offerings by the Company or the Operating Partnership (including issuances of units of limited partnership interest in the Operating Partnership and Trust preferred securities).
Cash flow from operations is primarily dependent upon the collectability of rent, the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs. Additionally, we believe that our debt and preferred equity investment program will continue to serve as a source of operating cash flow.
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The combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, senior unsecured notes (net of discount), trust preferred securities, our share of joint venture debt, including as-of-right extension options and put options, estimated interest expense, and our obligations under our financing and operating leases, as of December 31, 2021 are as follows (in thousands):
| 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | Total | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property mortgages and other loans | $ | 457,589 | $ | 56,583 | $ | 338,017 | $ | 812 | $ | 841 | $ | 580,618 | $ | 1,434,460 | ||||||||||||
| Revolving credit facility | — | — | — | — | 390,000 | — | 390,000 | |||||||||||||||||||
| Unsecured term loans | — | — | 200,000 | — | — | 1,050,000 | 1,250,000 | |||||||||||||||||||
| Senior unsecured notes | 800,000 | — | — | 100,000 | — | — | 900,000 | |||||||||||||||||||
| Trust preferred securities | — | — | — | — | — | 100,000 | 100,000 | |||||||||||||||||||
| Financing leases | 3,523 | 3,570 | 3,641 | 3,810 | 3,858 | 256,691 | 275,093 | |||||||||||||||||||
| Operating leases | 36,776 | 48,680 | 54,545 | 54,772 | 54,911 | 1,395,533 | 1,645,217 | |||||||||||||||||||
| Estimated interest expense | 115,868 | 88,998 | 85,192 | 69,702 | 58,489 | 38,688 | 456,937 | |||||||||||||||||||
| Joint venture debt | 426,057 | 750,696 | 616,510 | 1,391,185 | 150,486 | 2,435,913 | 5,770,847 | |||||||||||||||||||
| Total | $ | 1,839,813 | $ | 948,527 | $ | 1,297,905 | $ | 1,620,281 | $ | 658,585 | $ | 5,857,443 | $ | 12,222,554 |
We estimate that for the year ending December 31, 2022, we expect to incur $82.4 million of recurring capital expenditures on existing consolidated properties and $107.8 million of development or redevelopment expenditures on existing consolidated properties, of which $3.5 million will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $219.3 million, of which $125.8 million will be funded by construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.
As of December 31, 2021, we had liquidity of $1.1 billion, comprised of $860.0 million of availability under our revolving credit facility and $286.2 million of consolidated cash on hand, inclusive of $34.8 million of marketable securities. This liquidity excludes $132.1 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties, or debt and preferred equity investments or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described above, upon maturity, if not before.
We have investments in several real estate joint ventures with various partners who we consider to be financially stable and who have the ability to fund a capital call when needed. Most of our joint ventures are financed with non-recourse debt. We believe that property level cash flows along with unfunded committed indebtedness and proceeds from the refinancing of outstanding secured indebtedness will be sufficient to fund the capital needs of our joint venture properties.
Cash Flows
The following summary discussion of our cash flows is based on our consolidated statements of cash flows in "Item 1. Financial Statements" and is not meant to be an all-inclusive discussion of the changes in our cash flows for the years presented below.
Cash, restricted cash, and cash equivalents were $337.0 million and $372.8 million as of December 31, 2021 and 2020, respectively, representing a decrease of $35.8 million. The decrease was a result of the following changes in cash flows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | (Decrease) Increase | ||||||||
| Net cash provided by operating activities | $ | 255,979 | $ | 554,236 | $ | (298,257) | ||||
| Net cash provided by investing activities | $ | 993,581 | $ | 1,056,430 | $ | (62,849) | ||||
| Net cash used in financing activities | $ | (1,285,371) | $ | (1,479,301) | $ | 193,930 |
Our principal sources of operating cash flow are the properties in our consolidated and joint venture portfolios and our debt and preferred equity portfolio. These sources generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service, and fund dividend and distribution requirements.
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Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills, and invest in existing buildings that meet our investment criteria. During the year ended December 31, 2021, when compared to the year ended December 31, 2020, we used cash primarily for the following investing activities (in thousands):
| Acquisitions of real estate | $ | (65,945) |
|---|---|---|
| Capital expenditures and capitalized interest | 155,654 | |
| Joint venture investments | (18,557) | |
| Distributions from joint ventures | 646,032 | |
| Proceeds from sales of real estate/partial interest in property | (460,788) | |
| Cash assumed from consolidation of real estate investment | 9,475 | |
| Debt and preferred equity and other investments | (328,720) | |
| Decrease in net cash provided by investing activities | $ | (62,849) |
Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $458.1 million for the year ended December 31, 2020 to $302.5 million for the year ended December 31, 2021 due to lower costs incurred in connection with our development and redevelopment properties.
We generally fund our investment activity through the sale of real estate, the sale of debt and preferred equity investments, property-level financing, our credit facilities, senior unsecured notes, and construction loans. From time to time, the Company may issue common or preferred stock, or the Operating Partnership may issue common or preferred units of limited partnership interest. During the year ended December 31, 2021, when compared to the year ended December 31, 2020, we used cash for the following financing activities (in thousands):
| Proceeds from our debt obligations | $ | (1,149,203) |
|---|---|---|
| Repayments of our debt obligations | 878,784 | |
| Net distribution to noncontrolling interests | 63,599 | |
| Other financing activities | 59,692 | |
| Proceeds from stock options exercised and DRSPP issuance | 550 | |
| Repurchase of common stock | 187,080 | |
| Redemption of preferred stock | 76,710 | |
| Acquisition of subsidiary interest from noncontrolling interest | 1,536 | |
| Dividends and distributions paid | 22,921 | |
| Increase in net cash used in financing activities | $ | 141,669 |
Capitalization
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of December 31, 2021, 64,105,276 shares of common stock and no shares of excess stock were issued and outstanding.
On December 2, 2021 our Board of Directors declared an ordinary dividend of $0.3108 per share ($0.3203 per share reflecting reverse stock split noted below) and a special dividend of $2.4392 per share ($2.5138 per share reflecting reverse stock split noted below) (together, "the Total Dividend"). The Total Dividend was paid on January 18, 2022 to shareholders of record at the close of business on December 15, 2021 ("the Record Date"). Shareholders had the opportunity to elect to receive the Total Dividend in the form of all cash or all stock, subject to proration if either option was oversubscribed.
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To mitigate the dilutive impact of the common stock issued in the special dividend, the Board of Directors also authorized a reverse stock split, which was effective after markets closed on January 21, 2022. On January 10, 2022, a committee of the Board of Directors calculated the ratio for the reverse stock split of our issued and outstanding shares of common stock as 1.03060-for-1. After the issuance of the dividend and the completion of the reverse stock split, the number of shares of our common stock outstanding was equivalent to the number of total shares outstanding on the Record Date (not including any issuances or repurchases that occurred following the Record Date, as well as any fractional shares that would have been issued but for which cash-in-lieu was paid). However, on a relative basis, some individual shareholders may have more shares of SLG’s common stock, and some individual shareholders may have fewer shares of our common stock, depending on their individual elections to receive cash or stock and as a result of the cash option being oversubscribed.
All share-related references and measurements including the number of shares outstanding, share prices, number of shares repurchased, earnings per share, dividends per share, and share-based compensation awards, have been retroactively adjusted to reflect the reverse stock split for all periods presented in this Annual Report on Form 10-K.
Share Repurchase Program
In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we could buy shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
As of December 31, 2021, share repurchases, excluding the redemption of OP units, executed under the program were as follows:
| Period | Shares repurchased | Average price paid per share | Cumulative number of shares repurchased as part of the repurchase plan or programs | |||
|---|---|---|---|---|---|---|
| Year ended 2017 | 7,865,206 | $107.81 | 7,865,206 | |||
| Year ended 2018 | 9,187,480 | $102.06 | 17,052,686 | |||
| Year ended 2019 | 4,333,260 | $88.69 | 21,385,946 | |||
| Year ended 2020 | 8,285,460 | $64.30 | 29,671,406 | |||
| Year ended 2021 | 4,474,649 | $75.44 | 34,146,055 |
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2018, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the years ended December 31, 2021, 2020, and 2019, respectively (dollars in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| Shares of common stock issued | 10,387 | 16,181 | 3,645 | |||||||
| Dividend reinvestments/stock purchases under the DRSPP | $ | 738 | $ | 1,006 | $ | 334 |
Fourth Amended and Restated 2005 Stock Option and Incentive Plan
The Fourth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's Board of Directors in April 2016 and its stockholders in June 2016 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 27,030,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of December 31, 2021, 2.0 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units and phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
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Deferred Compensation Plan for Directors
Under our Non-Employee Director's Deferral Program, which commenced July 2004, the Company's non-employee directors may elect to defer up to 100% of their annual retainer fee, chairman fees, meeting fees and annual stock grant. Unless otherwise elected by a participant, fees deferred under the program shall be credited in the form of phantom stock units. The program provides that a director's phantom stock units generally will be settled in an equal number of shares of common stock upon the earlier of (i) the January 1 coincident with or the next following such director's termination of service from the Board of Directors or (ii) a change in control by us, as defined by the program. Phantom stock units are credited to each non-employee director quarterly using the closing price of our common stock on the first business day of the respective quarter. Each participating non-employee director is also credited with dividend equivalents or phantom stock units based on the dividend rate for each quarter, which are either paid in cash currently or credited to the director’s account as additional phantom stock units.
During the year ended December 31, 2021, 24,426 phantom stock units and 12,312 shares of common stock were issued to our Board of Directors. We recorded compensation expense of $2.3 million during the year ended December 31, 2021 related to the Deferred Compensation Plan. As of December 31, 2021, there were 165,201 phantom stock units outstanding pursuant to our Non-Employee Director's Deferral Program.
Employee Stock Purchase Plan
In 2007, the Company's Board of Directors adopted the 2008 Employee Stock Purchase Plan, or ESPP, to provide equity-based incentives to eligible employees. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code, and has been adopted by the board to enable our eligible employees to purchase the Company's shares of common stock through payroll deductions. The ESPP became effective on January 1, 2008 with a maximum of 500,000 shares of the common stock available for issuance, subject to adjustment upon a merger, reorganization, stock split or other similar corporate change. The Company filed a registration statement on Form S-8 with the SEC with respect to the ESPP. The common stock is offered for purchase through a series of successive offering periods. Each offering period will be three months in duration and will begin on the first day of each calendar quarter, with the first offering period having commenced on January 1, 2008. The ESPP provides for eligible employees to purchase the common stock at a purchase price equal to 85% of the lesser of (1) the market value of the common stock on the first day of the offering period or (2) the market value of the common stock on the last day of the offering period. The ESPP was approved by our stockholders at our 2008 annual meeting of stockholders. As of December 31, 2021, 172,421 shares of our common stock had been issued under the ESPP.
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Indebtedness
The table below summarizes our consolidated mortgages and other loans payable, 2021 credit facility, senior unsecured notes and trust preferred securities outstanding as of December 31, 2021 and 2020, (amounts in thousands).
| December 31, | |||||
|---|---|---|---|---|---|
| Debt Summary: | 2021 | 2020 | |||
| Balance | |||||
| Fixed rate | $ | 1,974,324 | $ | 1,985,572 | |
| Variable rate—hedged | 1,300,000 | 1,150,000 | |||
| Total fixed rate | 3,274,324 | 3,135,572 | |||
| Total variable rate | 801,051 | 1,827,677 | |||
| Total debt | $ | 4,075,375 | $ | 4,963,249 | |
| Debt, preferred equity, and other investments subject to variable rate | 294,970 | 345,877 | |||
| Net exposure to variable rate debt | 506,081 | 1,481,800 | |||
| Percent of Total Debt: | |||||
| Fixed rate | 80.3 | % | 63.2 | % | |
| Variable rate (1) | 19.7 | % | 36.8 | % | |
| Total | 100.0 | % | 100.0 | % | |
| Effective Interest Rate for the Year: | |||||
| Fixed rate | 3.14 | % | 3.65 | % | |
| Variable rate | 2.11 | % | 2.30 | % | |
| Effective interest rate | 3.02 | % | 2.91 | % |
(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net exposure to variable rate debt was 13.4% and 32.1% as of December 31, 2021 and December 31, 2020, respectively.
The variable rate debt shown above generally bears interest at an interest rate based on 30-day LIBOR (0.10% and 0.14% as of December 31, 2021 and 2020, respectively). As of December 6, 2021, the variable rate for our 2021 Credit facility bears interest at an interest rate based on adjusted Term SOFR (0.05% as of December 31, 2021). Our consolidated debt as of December 31, 2021 had a weighted average term to maturity of 3.64 years.
Certain of our debt and equity investments and other investments, with carrying values of $295.0 million as of December 31, 2021 and $345.9 million as of December 31, 2020, are variable rate investments, which mitigate our exposure to interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of our variable rate debt to total debt was 13.4% and 32.1% as of December 31, 2021 and 2020, respectively.
Mortgage Financing
As of December 31, 2021, our total mortgage debt (excluding our share of joint venture mortgage debt of $5.8 billion) consisted of $1.1 billion of fixed rate debt, including swapped variable rate debt, with an effective weighted average interest rate of 4.31% and $0.4 billion of variable rate debt with an effective weighted average interest rate of 2.45%.
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Corporate Indebtedness
2021 Credit Facility
In December 2021, we entered into an amended and restated credit facility, referred to as the 2021 credit facility, that was previously amended by the Company in November 2017, or the 2017 credit facility, and was originally entered into by the Company in November 2012, or the 2012 credit facility. As of December 31, 2021, the 2021 credit facility consisted of a $1.25 billion revolving credit facility, a $1.05 billion term loan (or "Term Loan A"), and a $200.0 million term loan (or "Term Loan B") with maturity dates of May 15, 2026, May 15, 2027, and November 21, 2024, respectively. The revolving credit facility has two six-month as-of-right extension options to May 15, 2027. We also have an option, subject to customary conditions, to increase the capacity of the credit facility to $4.5 billion at any time prior to the maturity dates for the revolving credit facility and term loans without the consent of existing lenders, by obtaining additional commitments from our existing lenders and other financial institutions.
As of December 31, 2021, the 2021 credit facility bore interest at a spread over adjusted Term SOFR plus 10 basis points with an interest period of one or three months, as we may elect, ranging from (i) 72.5 basis points to 140 basis points for loans under the revolving credit facility, (ii) 80 basis points to 160 basis points for loans under Term Loan A, and (iii) 85 basis points to 165 basis points for loans under Term Loan B, in each case based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. In instances where there are either only two ratings available or where there are more than two and the difference between them is one rating category, the applicable rating shall be the highest rating. In instances where there are more than two ratings and the difference between the highest and the lowest is two or more rating categories, then the applicable rating used is the average of the highest two, rounded down if the average is not a recognized category.
As of December 31, 2021, the applicable spread over adjusted Term SOFR plus 10 basis points was 85 basis points for the revolving credit facility, 95 basis points for Term Loan A, and 100 basis points for Term Loan B. We are required to pay quarterly in arrears a 12.5 to 30 basis point facility fee on the total commitments under the revolving credit facility based on the credit rating assigned to the senior unsecured long term indebtedness of the Company. As of December 31, 2021, the facility fee was 20 basis points.
As of December 31, 2021, we had $2.0 million of outstanding letters of credit, $390.0 million drawn under the revolving credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $860.0 million under the 2021 credit facility. As of December 31, 2021 and December 31, 2020, the revolving credit facility had a carrying value of $381.3 million and $105.3 million, respectively, net of deferred financing costs. As of December 31, 2021 and December 31, 2020, the term loan facilities had a carrying value of $1.2 billion and $1.5 billion, respectively, net of deferred financing costs.
The Company and the Operating Partnership are borrowers jointly and severally obligated under the 2021 credit facility.
The 2021 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).
Federal Home Loan Bank of New York ("FHLB") Facility
As of December 31, 2020, the Company’s wholly-owned subsidiary, Ticonderoga Insurance Company, or Ticonderoga, a Vermont licensed captive insurance company, was a member of the Federal Home Loan Bank of New York, or FHLBNY. As a member, Ticonderoga was able to borrow funds from the FHLBNY in the form of secured advances that bore interest at a floating rate. As a result of a Final Ruling from the Federal Housing Finance Authority, the regulator of the Federal Home Loan Bank system, all captive insurance company memberships were terminated as of February 2021. As such, all advances to Ticonderoga were repaid prior to such termination.
Master Repurchase Agreement
The Company entered into a Master Repurchase Agreement, or MRA, known as the 2017 MRA, which provides us with the ability to sell certain mortgage investments with a simultaneous agreement to repurchase the same at a certain date or on demand. We seek to mitigate risks associated with our repurchase agreement by managing the credit quality of our assets, early repayments, interest rate volatility, liquidity, and market value. The margin call provisions under our repurchase facility permit valuation adjustments based on capital markets activity, and are not limited to collateral-specific credit marks. To monitor credit risk associated with our debt investments, our asset management team regularly reviews our investment portfolio and is in contact with our borrowers in order to monitor the collateral and enforce our rights as necessary. The risk associated with potential margin calls is further mitigated by our ability to collateralize the facility with additional assets from our portfolio of debt investments, our ability to satisfy margin calls with cash or cash equivalents and our access to additional liquidity. As of December 31, 2021, there have been no margin calls on the 2017 MRA.
In April 2018, we increased the maximum facility capacity from $300.0 million to $400.0 million. The facility bears interest on a floating rate basis at a spread to 30-day LIBOR based on the pledged collateral and advance rate and is scheduled to mature in June 2022. As of December 31, 2021, the facility had no outstanding balance.
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Senior Unsecured Notes
The following table sets forth our senior unsecured notes and other related disclosures as of December 31, 2021 and 2020, respectively, by scheduled maturity date (dollars in thousands):
| Issuance | December 31, 2021 Unpaid Principal Balance | December 31, 2021 Accreted Balance | December 31, 2020 Accreted Balance | Interest Rate (1) | Initial Term (in Years) | Maturity Date | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| October 5, 2017 (2) | $ | 500,000 | $ | 499,913 | $ | 499,803 | 3.25 | % | 5 | October 2022 | ||||||||||
| November 15, 2012 (3) | 300,000 | 301,002 | 302,086 | 4.50 | % | 10 | December 2022 | |||||||||||||
| December 17, 2015 (4) | 100,000 | 100,000 | 100,000 | 4.27 | % | 10 | December 2025 | |||||||||||||
| August 7, 2018 | — | — | 350,000 | — | % | 3 | August 2021 | |||||||||||||
| $ | 900,000 | $ | 900,915 | $ | 1,251,889 | |||||||||||||||
| Deferred financing costs, net | (1,607) | (3,670) | ||||||||||||||||||
| $ | 900,000 | $ | 899,308 | $ | 1,248,219 |
(1)Interest rate as of December 31, 2021, taking into account interest rate hedges in effect during the period.
(2)Issued by the Operating Partnership with the Company as the guarantor.
(3)In October 2017, the Company and the Operating Partnership as co-obligors issued an additional $100.0 million of 4.50% senior unsecured notes due December 2022. The notes were priced at 105.334% of par.
(4)Issued by the Company and the Operating Partnership as co-obligors.
Restrictive Covenants
The terms of the 2021 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, our ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that we will not, during any time when a default is continuing, make distributions with respect to common stock or other equity interests, except to enable the Company to continue to qualify as a REIT for Federal income tax purposes. As of December 31, 2021 and 2020, we were in compliance with all such covenants.
Junior Subordinated Deferrable Interest Debentures
In June 2005, the Company and the Operating Partnership issued $100.0 million in unsecured trust preferred securities through a newly formed trust, SL Green Capital Trust I, or the Trust, which is a wholly-owned subsidiary of the Operating Partnership. The securities mature in 2035 and bear interest at a floating rate of 125 basis points over the three-month LIBOR. Interest payments may be deferred for a period of up to eight consecutive quarters if the Operating Partnership exercises its right to defer such payments. The Trust preferred securities are redeemable at the option of the Operating Partnership, in whole or in part, with no prepayment premium. We do not consolidate the Trust even though it is a variable interest entity as we are not the primary beneficiary. Because the Trust is not consolidated, we have recorded the debt on our consolidated balance sheets and the related payments are classified as interest expense.
Interest Rate Risk
We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through either the use of interest rate derivative instruments and/or through our variable rate debt and preferred equity investments. Based on the debt outstanding as of December 31, 2021, a hypothetical 100 basis point increase in the floating rate interest rate curve would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $4.8 million and would increase our share of joint venture annual interest cost by $13.8 million. As of December 31, 2021, $295.0 million, or 27.1%, of our $1.1 billion debt and preferred equity portfolio was indexed to LIBOR.
We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings.
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Our long-term debt of $3.3 billion bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. Our variable rate debt and variable rate joint venture debt as of December 31, 2021 bore interest based on a spread to LIBOR of 120 basis points to 340 basis points, and adjusted Term SOFR of 95 basis points to 105 basis points.
Off-Balance Sheet Arrangements
We have off-balance sheet investments, including joint ventures and debt and preferred equity investments. These investments all have varying ownership structures. A majority of our joint venture arrangements are accounted for under the equity method of accounting as we have the ability to exercise significant influence, but not control, over the operating and financial decisions of these joint venture arrangements. Our off-balance sheet arrangements are discussed in Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures" in the accompanying consolidated financial statements.
Dividends/Distributions
We expect to pay dividends to our stockholders based on the distributions we receive from our Operating Partnership, which are generated by the collection of property revenues, net of operating expenses, interest on our debt and preferred equity portfolio, and asset sales.
To maintain our qualification as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined before taking into consideration the dividends paid deduction and net capital gains.
Any dividend we pay may be in the form of cash, stock, or a combination thereof, subject to IRS limitations on the use of stock for dividends. Additionally, if our REIT taxable income in a particular year exceeds the amount of cash dividends we pay in that year, we may pay stock dividends in order to maintain our REIT status and avoid certain REIT-level taxes.
Before we pay any cash dividend, whether for Federal income tax purposes or otherwise, which would only be paid out of available cash to the extent permitted under the 2021 credit facility and senior unsecured notes, we must first meet both our operating requirements and scheduled debt service on our mortgages and loans payable.
Related Party Transactions
Cleaning/ Security/ Messenger and Restoration Services
Alliance Building Services, or Alliance, and its affiliates, which provide services to certain properties owned by us, are partially owned by Gary Green, a son of Stephen L. Green, who serves as a member and as the chairman emeritus of our Board of Directors. Alliance’s affiliates include First Quality Maintenance, L.P., or First Quality, Classic Security LLC, Bright Star Couriers LLC and Onyx Restoration Works, and provide cleaning, extermination, security, messenger, and restoration services, respectively. In addition, First Quality has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. The Service Corporation has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements.
Income earned from the profit participation, which is included in Other income on the consolidated statements of operations, was $1.7 million, $1.4 million and $3.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.
We also recorded expenses, inclusive of capitalized expenses, of $14.0 million, $13.3 million and $18.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, for these services (excluding services provided directly to tenants).
Management Fees
S.L. Green Management Corp., a consolidated entity, receives property management fees from an entity in which Stephen L. Green owns an interest. We received management fees from this entity of $0.7 million, $0.6 million and $0.6 million for the years ended December 31, 2021, 2020, and 2019 respectively.
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One Vanderbilt Avenue Investment
In December 2016, we entered into agreements with entities owned and controlled by our Chairman and CEO, Marc Holliday, and our President, Andrew Mathias, pursuant to which they agreed to make an investment in our One Vanderbilt project at the appraised fair market value for the interests acquired. This investment entitles these entities to receive approximately 1.50% - 1.80% and 1.00% - 1.20%, respectively, of any profits realized by the Company from its One Vanderbilt project in excess of the Company’s capital contributions. The entities have no right to any return of capital. Accordingly, subject to previously disclosed repurchase rights, these interests will have no value and will not entitle these entities to any amounts (other than limited distributions to cover tax liabilities incurred) unless and until the Company has received distributions from the One Vanderbilt project in excess of the Company’s aggregate investment in the project. In the event that the Company does not realize a profit on its investment in the project (or would not realize a profit based on the value at the time the interests are repurchased), the entities owned and controlled by Messrs. Holliday and Mathias will lose the entire amount of their investment. The entities owned and controlled by Messrs. Holliday and Mathias paid $1.4 million and $1.0 million, respectively, which equal the fair market value of the interests acquired as of the date the investment agreements were entered into as determined by an independent third party appraisal that we obtained.
Messrs. Holliday and Mathias cannot monetize their interests until after stabilization of the property (50% within three years after stabilization and 100% three years or more after stabilization). In addition, the agreement calls for us to repurchase these interests in the event of a sale of One Vanderbilt or a transactional change of control of the Company. We also have the right to repurchase these interests on the 7-year anniversary of the stabilization of the project or upon the occurrence of certain separation events prior to the stabilization of the project relating to each of Messrs. Holliday’s and Mathias’s continued service with us. The price paid upon monetization of the interests will equal the liquidation value of the interests at the time, with the value of One Vanderbilt being based on its sale price, if applicable, or fair market value as determined by an independent third party appraiser. As of December 31, 2021, stabilization of the property was achieved.
One Vanderbilt Avenue Leases
In November 2018, we entered into a lease agreement with the One Vanderbilt Avenue joint venture covering certain floors at the property. In March 2021, the lease commenced and we relocated our corporate headquarters to the leased space. For the year ended December 31, 2021, we recorded $2.4 million of rent expense under the lease. Additionally, in June 2021, we entered into a lease agreement with the One Vanderbilt joint venture for SUMMIT One Vanderbilt, which commenced in October 2021. For the year ended December 31, 2021, we recorded $5.0 million of rent expense under the lease. See Note 20, “Commitments and Contingencies.”
Insurance
We maintain “all-risk” property and rental value coverage (including coverage regarding the perils of flood, earthquake and terrorism, excluding nuclear, biological, chemical, and radiological terrorism ("NBCR")), within three property insurance programs and liability insurance. Separate property and liability coverage may be purchased on a stand-alone basis for certain assets, such as development projects. Additionally, one of our captive insurance companies, Belmont Insurance Company, or Belmont, provides coverage for NBCR terrorist acts above a specified trigger. Belmont's retention is reinsured by our other captive insurance company, Ticonderoga Insurance Company ("Ticonderoga"). If Belmont or Ticonderoga are required to pay a claim under our insurance policies, we would ultimately record the loss to the extent of required payments. However, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. Further, if we experience losses that are uninsured or that exceed policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. Additionally, our debt instruments contain customary covenants requiring us to maintain insurance and we could default under our debt instruments if the cost and/or availability of certain types of insurance make it impractical or impossible to comply with such covenants relating to insurance. Belmont and Ticonderoga provide coverage solely on properties owned by the Company or its affiliates.
Furthermore, with respect to certain of our properties, including properties held by joint ventures or subject to triple net leases, insurance coverage is obtained by a third-party and we do not control the coverage. While we may have agreements with such third parties to maintain adequate coverage and we monitor these policies, such coverage ultimately may not be maintained or adequately cover our risk of loss.
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Funds from Operations
FFO is a widely recognized non-GAAP financial measure of REIT performance. The Company computes FFO in accordance with standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than the Company does. The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended in December 2018, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties , and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.
The Company presents FFO because it considers it an important supplemental measure of the Company’s operating performance and believes that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, particularly those that own and operate commercial office properties. The Company also uses FFO as one of several criteria to determine performance-based compensation for members of its senior management. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions, and real estate related impairment charges, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, providing perspective not immediately apparent from net income. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including our ability to make cash distributions.
FFO for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands):
| Year Ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| Net income attributable to SL Green common stockholders | $ | 434,804 | $ | 356,105 | $ | 255,484 | ||||
| Add: | ||||||||||
| Depreciation and amortization | 216,869 | 313,668 | 272,358 | |||||||
| Joint venture depreciation and noncontrolling interest adjustments | 249,087 | 205,869 | 192,426 | |||||||
| Net income attributable to noncontrolling interests | 23,573 | 34,956 | 10,142 | |||||||
| Less: | ||||||||||
| Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate | (32,757) | 2,961 | 76,181 | |||||||
| Depreciable real estate reserves and impairments | (23,794) | (60,454) | (7,047) | |||||||
| Gain on sale of real estate, net | 287,417 | 215,506 | (16,749) | |||||||
| Purchase price and other fair value adjustment | 209,443 | 187,522 | 69,389 | |||||||
| Depreciation on non-rental real estate assets | 2,790 | 2,338 | 2,935 | |||||||
| Funds from Operations attributable to SL Green common stockholders and unit holders | $ | 481,234 | $ | 562,725 | $ | 605,701 | ||||
| Cash flows provided by operating activities | $ | 255,979 | $ | 554,236 | $ | 376,473 | ||||
| Cash flows provided by investing activities | $ | 993,581 | $ | 1,056,430 | $ | 114,494 | ||||
| Cash flows used in financing activities | $ | (1,285,371) | $ | (1,479,301) | $ | (528,650) |
Inflation
Substantially all of our office leases provide for separate real estate tax and operating expense escalations as well as operating expense recoveries based on increases in the CPI or other measures such as porters' wage. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases will be at least partially offset by the contractual rent increases and expense escalations described above.
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Climate Change
With our roots in New York City, we are at the center of one of the world's most ambitious climate legislative environments. Through the Climate Leadership and Community Protection Act signed into law in 2019, New York State mandated the adoption of a net-zero carbon economy statewide by 2050, with a zero-carbon electricity grid by 2040. New York City enacted Local Law 97 (LL97) in 2019 under the Climate Mobilization Act, setting carbon caps for large buildings starting in 2024 as part of a broader commitment to reducing greenhouse gas emissions by 40% by 2030, and by 80% by 2050. As our portfolio is principally located in Manhattan, these policy elements represent the most material sources of transition risks relevant to our business.
While SL Green's portfolio has not been substantially affected by climate-related events to New York City real estate, such as Hurricane Sandy in 2012, we have continued to develop our approach to physical climate risk assessment, management, and mitigation in order to manage and minimize the impacts of future events. We have conducted climate-related scenario analyses as part of our first Task Force on Climate-related Financial Disclosures ("TCFD") report published in 2021, which we made available on our website.
We consider the successful management and mitigation of climate-related risks across our portfolio as an opportunity to raise the financial value of our buildings and pass on these benefits to our stakeholders, tenants, and investors. We believe our investments over the last 20 years in energy efficiency improvements and greenhouse gas emissions reductions have minimized the impact of climate legislation on our portfolio and our active development pipeline sets the standard for sustainable new construction and responsible community engagement. We leverage years of operational excellence to incorporate innovative design and technological solutions. We also utilize recommendations from our portfolio-wide New York State Energy Research and Development Authority ("NYSERDA") emissions reduction study to help lower emissions from tenant spaces and base building operations. Together, these measures are expected to minimize our vulnerability to the physical risks of climate change, as well as transition risks covering policy and legal, market, technology, and reputational factors.
Accounting Standards Updates
The Accounting Standards Updates are discussed in Note 2, "Significant Accounting Policies - Accounting Standards Updates" in the accompanying consolidated financial statements.
Forward-Looking Information
This report includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the New York metropolitan area markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.
Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or the negative of these words, or other similar words or terms.
Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:
•the effect of general economic, business and financial conditions, and their effect on the New York City real estate market in particular;
•the effect of the on-going COVID-19 pandemic and the duration of the impact it will have on our business and the industry as a whole;
•dependence upon certain geographic markets;
•risks of real estate acquisitions, dispositions, development 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;
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•bankruptcy or insolvency of a major tenant or a significant number of smaller tenants or borrowers;
•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 our 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.
Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. Except to the extent required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.
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