form8k.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


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

 
Date of Report (Date of earliest event reported):
 
April 26, 2012 (April 25, 2012)

SL GREEN REALTY CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


MARYLAND
(STATE OF INCORPORATION)

1-13199
 
13-3956775
(COMMISSIONFILENUMBER)
 
(IRSEMPLOYERID.NUMBER)

420LexingtonAvenue
 
10170
NewYork,NewYork
 
(ZIPCODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(212) 594-2700
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 

 
Item 8.01.                      Other Events.
 
 
Summary
 
On April 25, 2012, SL Green Realty Corp. (the “Company”) reported funds from operations, or FFO, of $99.3 million, or $1.10 per diluted share, for the quarter ended March 31, 2012, compared to $142.8 million, or $1.75 per diluted share, for the same quarter in 2011.  The comparable results reflect the issuance of $660.5 million of common equity since the first quarter of 2011 as well as a one-time gain recognized in the first quarter of 2011 on the sale of interests in the mezzanine debt at 280 Park Avenue.
 
Net income attributable to common stockholders totaled $25.3 million, or $0.29 per diluted share, for the quarter ended March 31, 2012, compared to $80.9 million, or $1.01 per diluted share, for the same quarter in 2011.
 
Operating and Leasing Activity
 
For the first quarter of 2012, the Company reported revenues and operating income of $339.2 million and $182.1 million, respectively, compared to $329.2 million and $209.9 million, respectively, for the same period in 2011.
 
Same-store cash NOI on a combined basis increased by 6.2 percent to $172.0 million for 2012, after giving consideration to 1515 Broadway and 521 Fifth Avenue as consolidated properties, as compared to 2011. Consolidated property cash NOI increased by 6.4 percent to $145.7 million and unconsolidated joint venture property cash NOI increased 4.9 percent to $26.3 million.
 
Same-store GAAP NOI on a combined basis increased by 0.8 percent to $197.5 million for 2012, after giving consideration to 1515 Broadway and 521 Fifth Avenue as consolidated properties, as compared to 2011. Consolidated property GAAP NOI decreased by 0.6 percent to $167.4 million and unconsolidated joint venture property GAAP NOI increased 9.9 percent to $30.1 million.
 
Occupancy for the Company’s stabilized, same-store Manhattan portfolio at March 31, 2012 was 93.4 percent as compared to 93.1 percent at March 31, 2011.  During the quarter, the Company signed 64 office leases in its Manhattan portfolio totaling 674,983 square feet.  Twenty one leases totaling 157,433 square feet represented office leases that replaced previous vacancy, and 43 office leases comprising 517,550 square feet had average starting rents of $69.71 per rentable square foot, representing a 32.3 percent increase over the previously fully escalated rents on the same office spaces, which was largely driven by the 361,044 square foot lease with Random House, Inc. at 1745 Broadway.  The average lease term on the Manhattan office leases signed in the first quarter was 6.3 years and average tenant concessions were 1.1 months of free rent with a tenant improvement allowance of $17.87 per rentable square foot.  Of the 734,218 square feet of office leases which commenced during the first quarter, 194,731 square feet represented office leases that replaced previous vacancy, and 539,487 square feet represented office leases that had average starting rents of $69.81 per rentable square foot, representing a 31.4 percent increase over the previously fully escalated rents on the same office spaces.
 
Occupancy for the Company’s Suburban portfolio was 86.4 percent at March 31, 2012, as compared to 86.3 percent at March 31, 2011.  Excluding the One Court Square office property, which is in contract for sale, the Company’s Suburban portfolio occupancy would be 82.9 percent at March 31, 2012, as compared to 82.7 percent at March 31, 2011.
 
During the quarter, the Company signed 32 office leases in the Suburban portfolio totaling 128,236 square feet.  Nine leases totaling 22,577 square feet represented office leases that replaced previous vacancy, and 23 office leases comprising 105,659 square feet had average starting rents of $33.72 per rentable square foot, representing a 4.6 percent decrease over the previously fully escalated rents on the same office spaces.  The average lease term on the Suburban office leases signed in the first quarter was 3.1 years and average tenant concessions were 1.1 months of free rent with a tenant improvement allowance of $5.33 per rentable square foot.  Of the 145,978 square feet of office leases which commenced during the first quarter, 39,641 square feet represented office leases that replaced previous vacancy, and 106,337 square feet represented office leases that had average starting rents of $33.74 per rentable square foot, representing a 4.6 percent decrease over the previously fully escalated rents on the same office spaces.
 

 
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Significant leases that were signed during the first quarter included:
 
·  
Early renewal on 361,044 square feet with Random House, Inc. for 5 years at 1745 Broadway bringing the total remaining lease term to 10 years;
 
·  
New lease on 30,653 square feet with Jazz at Lincoln Center, Inc. for 15.8 years at 3 Columbus Circle;
 
·  
Early renewal on 23,230 square feet with FTI Consulting, Inc. for 9 years at 750 Third Avenue;
 
·  
New lease on 22,363 square feet with Titan Outdoor LLC for 10.5 years at 100 Park Avenue; and
 
·  
Early renewal on 26,065 square feet with State Bank of Long Island for 1.5 years at Jericho Plaza, Long Island.
 
Marketing, general and administrative, or MG&A, expenses for the quarter ended March 31, 2012 were $20.2 million, or 5.2 percent of total revenues including the Company’s share of joint venture revenue compared to $20.0 million, or 5.2 percent for the quarter ended March 31, 2011.
 
Real Estate Investment Activity
 
In February 2012, the Company acquired the 390,000 square-foot office building located at 10 East 53rd Street through a joint venture with CPPIB for $252.5 million, or $647 per square foot.
 
In January 2012, the Company, along with its joint venture partner Jeff Sutton, acquired 724 Fifth Avenue for $223.0 million.  The anchor tenant in this 65,010 square foot property is Prada.
 
In January 2012, the Company, along with its joint venture partner Stonehenge Partners, acquired five retail and two multifamily properties in Manhattan for total consideration of $193.1 million.
 
In February 2012, the Company sold the leased fee interest at 292 Madison Avenue for $85.0 million. The transaction included assumption by the purchaser of $59.1 million of existing debt.  The Company recognized a gain on the sale of $6.6 million.
 
In February 2012, the Company, along with its joint venture partner, Jeff Sutton, sold its two retail condominium units at 141 Fifth Avenue for $46.0 million. The transaction included the assumption by the purchaser of $25.0 million of existing debt. The Company recognized a gain on the sale of $7.3 million.
 
In March 2012, the Company, along with its joint venture partner, entered into an agreement to sell 379 West Broadway for $48.5 million, inclusive of the fee position.
 
In April 2012, the Company, along with its joint venture partner, modified the agreement to sell One Court Square to provide the purchaser an extension of the closing date in exchange for an increase in the gross sale price to $478.1 million.  The transaction, which includes the assumption by the purchaser of $315.0 million of existing debt, is expected to close in the second quarter.
 
Debt and Preferred Equity Investment Activity
 
The Company’s debt and preferred equity investment portfolio totaled $1.0 billion at March 31, 2012.  During the first quarter, the Company purchased and originated new debt and preferred equity investments totaling $70.5 million, all of which are directly collateralized by New York City commercial office properties, and received $57.6 million of principal reductions from investments that were sold or repaid.  The debt and preferred equity investment portfolio had a weighted average maturity of 3.1 years as of March 31, 2012 and had a weighted average yield for the quarter ended March 31, 2012 of 9.0 percent, exclusive of loans with a net carrying value of $25.2 million, which are on non-accrual status.
 
Financing and Capital Activity
 
In the first quarter of 2012, the Company sold 2.9 million shares of common stock for aggregate gross proceeds of $225.0 million ($222.6 million of net proceeds after related expenses). In 2012 to date, the Company sold 3.7 million shares of common stock for gross proceeds of $281.8 million ($278.5 million of net proceeds after related expenses).  The Company’s existing ATM plan has $68.2 million of remaining sales capacity.
 

 
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In March 2012, the Company repaid approximately $102.2 million of its 3.0% exchangeable senior notes due 2027 pursuant to the holders’ scheduled put option.  Approximately $18.0 million of these notes remain outstanding.
 
In January 2012, the Company, along with its joint venture partner Stonehenge Partners, closed on two 7-year mortgage financings totaling $100.0 million in connection with the acquisition of two residential properties. These mortgages bear a fixed interest rate of 4.125%. In addition, the retail property located at 762 Madison Avenue, which was also acquired by the joint venture, was partially financed with a 5-year, $8.5 million mortgage loan which bears a fixed interest rate of 3.75%.
 
In February 2012, the Company, along with its joint venture partner Jeff Sutton, closed on a 5-year $120.0 million mortgage in connection with the acquisition of 724 Madison Avenue. The mortgage bears interest at 235 basis points over the 30-day LIBOR.
 
In February 2012, the Company, along with its joint venture partner, CPPIB, closed on a 5-year $125.0 million mortgage in connection with the acquisition of 10 East 53rd Street.  The mortgage bears interest at 250 basis points over the 30-day LIBOR.
 
Dividends
 
During the first quarter of 2012, the Company declared quarterly dividends on its outstanding common and preferred stock as follows:
 
·  
$0.25 per share of common stock, which was paid on April 13, 2012 to stockholders of record on the close of business on March 30, 2012; and
 
·  
$0.4766 and $0.4922 per share on the Company’s Series C and D Preferred Stock, respectively, for the period January 15, 2012 through and including April 14, 2012, which were paid on April 13, 2012 to stockholders of record on the close of business on March 30, 2012, and reflect regular quarterly dividends which are the equivalent of annualized dividends of $1.9064 and $1.9688, respectively.
 
Funds from Operations (FFO)
 
FFO is a widely recognized measure of REIT performance.  We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do.  The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002, and subsequently amended, defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring, sales of properties and real estate related impairment charges, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.  We present FFO because we consider it an important supplemental measure of our operating performance and believe 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.  We also use FFO as one of several criteria to determine performance-based bonuses for members of our senior management.  FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time.  Historically, however, real estate values have risen or fallen with market conditions.  Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs, providing perspective not immediately apparent from net income.  FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.
 

 
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Same-Store Net Operating Income
 
The Company presents same-store net operating income on a cash and GAAP basis because the Company believes that it provides investors with useful information regarding the operating performance of properties that are comparable for the periods presented.  For properties owned since January 1, 2011 and still owned in the same manner at the end of the current quarter, the Company determines GAAP net operating income by subtracting property operating expenses and ground rent from recurring rental and tenant reimbursement revenues. Cash net operating income (Cash NOI) is derived by deducting straight line and free rent from, and adding tenant credit loss allowance to, GAAP net operating income. Same-store net operating income is not an alternative to net income (determined in accordance with GAAP) and same-store performance should not be considered an alternative to GAAP net income performance.
 

 
5

 

SL GREEN REALTY CORP.
CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED
(Amounts in thousands, except per share data)

   
Three Months Ended
March 31,
 
   
2012
   
2011
 
Revenue:
           
Rental revenue, net
  $ 260,814     $ 227,020  
Escalations and reimbursement revenues
    41,663       30,275  
Preferred equity and investment income
    26,338       64,678  
Other income
    10,377       7,248  
Total revenues
    339,192       329,221  
                 
Equity in net (loss) income from unconsolidated joint ventures
    (1,560 )     8,206  
Gain (loss) on early extinguishment of debt
           
                 
Expenses:
               
Operating expenses
    73,269       60,298  
Real estate taxes
    51,498       40,067  
Ground rent
    8,806       7,834  
Loan loss and other investment reserves, net of recoveries
    564       (3,150 )
Transaction related costs
    1,151       2,434  
Marketing, general and administrative
    20,196       20,021  
Total expenses
    155,484       127,504  
                 
Operating Income
    182,148       209,923  
                 
Interest expense, net of interest income
    80,137       64,266  
Amortization of deferred financing costs
    3,580       3,800  
Depreciation and amortization
    77,083       63,497  
Loss on investment in marketable securities
          127  
Net income from continuing operations
    21,348       78,233  
Net (loss)  income from discontinued operations
    (78 )     1,873  
Gain on sale of discontinued operations
    6,627        
Equity in net gain on sale of joint venture interest/real estate
    7,260        
Purchase price fair value adjustment
          13,788  
Depreciable real estate reserves
           
Net income
    35,157       93,894  
Net income attributable to noncontrolling interests
    (1,959 )     (5,462 )
Net income attributable to SL Green Realty Corp.
    33,198       88,432  
Preferred stock dividends
    (397 )     ---  
Dividends on perpetual preferred shares
    (7,545 )     (7,545 )
Net income attributable to common stockholders
  $ 25,256     $ 80,887  
Earnings Per Share (EPS)
               
Net income per share (Basic)
  $ 0.29     $ 1.02  
Net income per share (Diluted)
  $ 0.29     $ 1.01  
                 
Funds From Operations (FFO)
               
FFO per share (Basic)
  $ 1.11     $ 1.76  
FFO per share (Diluted)
  $ 1.10     $ 1.75  
                 
Basic ownership interest
               
Weighted average REIT common shares for net income per share
    86,744       79,401  
Weighted average partnership units held by noncontrolling interests
    3,048       1,805  
Basic weighted average shares and units outstanding for FFO per share
    89,792       81,206  
                 
Diluted ownership interest
               
Weighted average REIT common share and common share equivalents
    87,125       79,838  
Weighted average partnership units held by noncontrolling interests
    3,048       1,805  
Diluted weighted average shares and units outstanding
    90,173       81,643  


 
6

 

SL GREEN REALTY CORP.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share data)

   
March 31,
2012
   
December 31,
2011
 
Assets
 
(Unaudited)
       
Commercial real estate properties, at cost:
           
Land and land interests
  $ 2,816,831     $ 2,684,626  
Buildings and improvements
    7,191,889       7,147,527  
Building leasehold and improvements
    1,317,492       1,302,790  
Property under capital lease
    12,208       12,208  
      11,338,420       11,147,151  
Less accumulated depreciation
    (1,202,507 )     (1,136,603 )
      10,135,913       10,010,548  
Assets held for sale
          76,562  
Cash and cash equivalents
    133,665       138,192  
Restricted cash
    98,563       86,584  
Investment in marketable securities
    25,689       25,323  
Tenant and other receivables, net of allowance of $19,605 and $16,772 in 2012 and 2011, respectively
    29,020       32,107  
Related party receivables
    7,665       4,001  
Deferred rents receivable, net of allowance of $30,611 and $29,156 in 2012 and 2011, respectively
    300,419       281,974  
Debt and preferred equity investments, net of discount of $23,784 and $24,996 and allowance of $41,050 and $50,175 in 2012 and 2011, respectively
    999,573       985,942  
Investments in and advances to unconsolidated joint ventures
    1,022,931       893,933  
Deferred costs, net
    211,728       210,786  
Other assets
    796,547       737,900  
Total assets
  $ 13,761,713     $ 13,483,852  
                 
Liabilities
               
Mortgages and other loans payable
  $ 4,409,715     $ 4,314,741  
Revolving credit facility
    400,000       350,000  
Senior unsecured notes
    1,171,331       1,270,656  
Accrued interest and other liabilities
    116,498       126,135  
Accounts payable and accrued expenses
    137,500       142,428  
Deferred revenue/gain
    373,573       357,193  
Capitalized lease obligation
    17,130       17,112  
Deferred land lease payable
    18,608       18,495  
Dividend and distributions payable
    29,652       28,398  
Security deposits
    47,996       46,367  
Liabilities related to assets held for sale
          61,988  
Junior subordinate deferrable interest debentures held by trusts that issued trust preferred securities
    100,000       100,000  
Total liabilities
    6,822,003       6,833,513  
                 
Commitments and contingencies
           
Noncontrolling interests in the operating partnership
    237,763       195,030  
Series G preferred units, $0.01 par value, $25.00 liquidation preference, 1,902 issued and outstanding at March 31, 2012
    47,550        
Series H preferred units, $0.01 par value, $25.00 liquidation preference, 80 issued and outstanding at March 31, 2012 and December 31, 2011, respectively
    2,000       2,000  
                 
Equity
               
SL Green Realty Corp. stockholders’ equity
               
7.625% Series C perpetual preferred shares, $0.01 par value, $25.00 liquidation preference, 11,700 issued and outstanding at both March 31, 2012 and December 31, 2011, respectively
    274,022       274,022  
7.875% Series D perpetual preferred shares, $0.01 par value, $25.00 liquidation preference, 4,000 issued and outstanding at both March 31, 2012 and  December 31, 2011, respectively
    96,321       96,321  
Common stock, $0.01 par value 160,000 shares authorized, 92,460  and 89,210 issued and outstanding at   March 31, 2012 and 2011, respectively (inclusive of 3,605 and 3,427 shares held in Treasury at March 31, 2012 and December 31, 2011, respectively)
    925       892  
Additional paid-in capital
    4,469,777       4,236,959  
Treasury stock-at cost
    (319,866 )     (308,708 )
Accumulated other comprehensive loss
    (24,376 )     (28,445 )
Retained earnings
    1,665,547       1,704,506  
Total SL Green Realty Corp. stockholders’ equity
    6,162,350       5,975,547  
Noncontrolling interests in other partnerships
    490,047       477,762  
Total equity
    6,652,397       6,453,309  
Total liabilities and equity
  $ 13,761,713     $ 13,483,852  


 
7

 

SL GREEN REALTY CORP.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Amounts in thousands, except per share data)

   
Three Months Ended
March 31,
 
   
2012
   
2011
 
FFO Reconciliation:
           
Net income attributable to common stockholders
  $ 25,256     $ 80,887  
Add:
               
Depreciation and amortization
    77,083       63,497  
Discontinued operations depreciation adjustments
          676  
Joint venture depreciation and noncontrolling interest adjustments
    9,141       6,234  
Net income attributable to noncontrolling interests
    1,959       5,462  
Depreciable real estate reserves
           
Less:
               
Gain on sale of discontinued operations
    6,627        
Equity in net gain on sale of joint venture interest
    7,260        
Purchase price fair value adjustment
          13,788  
Depreciation on non-rental real estate assets
    267       213  
Funds from Operations
    99,285       142,755  
Transaction related costs(1)
    1,312       2,434  
Funds from Operations before transaction related costs
  $ 100,597     $ 145,189  

(1)  
Includes the Company’s share of joint venture transaction related costs.


   
Three Months Ended
March 31,
 
   
2012
   
2011
 
             
Operating Income:
  $ 182,148     $ 209,923  
Add:
               
Marketing, general & administrative expense
    20,196       20,021  
Net operating income from discontinued operations
    519       4,202  
Loan loss and other investment reserves, net of recoveries
    564       (3,150 )
Transaction related costs
    1,151       2,434  
 Less:
               
Non-building revenue
    30,890       65,402  
(Gain) loss on early extinguishment of debt
           
Equity in net (loss) income from joint ventures
    (1,560 )     8,206  
GAAP net operating income (GAAP NOI)
    175,248       159,822  
                 
Less:
               
Net operating income from discontinued operations
    519       4,202  
GAAP NOI from other properties/affiliates
    7,316       (12,860 )
Same-Store GAAP NOI
  $ 167,413     $ 168,480  
                 
Add:
               
Ground lease straight-line adjustment
    285       340  
Less:
               
Straight-line and free rent
    17,261       24,590  
Rental income – FAS 141
    4,729       7,345  
Same-store cash NOI
  $ 145,708     $ 136,885  


 
8

 

SL GREEN REALTY CORP.
SELECTED OPERATING DATA-UNAUDITED

   
March 31,
 
   
2012
   
2011
 
Manhattan Operating Data: (1)
           
Net rentable area at end of period (in 000’s)
    23,757       22,324  
Portfolio percentage leased at end of  period
               
Same-Store percentage leased at end of period
    93.4 %     93.1 %
Number of properties in operation
    33       30  
                 
Office square feet where leases commenced during quarter (rentable)
    734,218       703,023  
Average mark-to-market percentage-office
    31.4 %     0.9 %
Average starting cash rent per rentable square foot-office
  $ 69.81     $ 48.20  
____________
(1)  Includes wholly owned and joint venture properties.

 
9

 

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


 
SL GREEN REALTY CORP.
   
   
   
 
/s/ James Mead                                     
 
James Mead
 
Chief Financial Officer



Date: April 26, 2012
 
 
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