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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________
FORM 10-K/A
(Amendment No. 1)
☒ AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-13199 (SL Green Realty Corp.)
Commission File Number: 33-167793-02 (SL Green Operating Partnership, L.P.)
______________________________________________________________________
SL GREEN REALTY CORP.
SL GREEN OPERATING PARTNERSHIP, L.P.
(Exact name of registrant as specified in its charter)
______________________________________________________________________
| | | | | | | | |
SL Green Realty Corp. | Maryland | 13-3956775 |
SL Green Operating Partnership, L.P. | Delaware | 13-3960938 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Vanderbilt Avenue, New York, NY 10017
(Address of principal executive offices—Zip Code)
(212) 594-2700
(Registrant's telephone number, including area code)
______________________________________________________________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
| | | | | | | | | | | | | | | | | | | | |
Registrant | | Trading Symbol | | Title of Each Class | | Name of Each Exchange on Which Registered |
SL Green Realty Corp. | | SLG | | Common Stock, $0.01 par value | | New York Stock Exchange |
SL Green Realty Corp. | | SLG.PRI | | 6.500% Series I Cumulative Redeemable Preferred Stock, $0.01 par value | | New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
SL Green Realty Corp. Yes x No o SL Green Operating Partnership, L.P. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
SL Green Realty Corp. Yes o No x SL Green Operating Partnership, L.P. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
SL Green Realty Corp. Yes x No o SL Green Operating Partnership, L.P. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
SL Green Realty Corp. Yes x No o SL Green Operating Partnership, L.P. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
SL Green Realty Corp.
| | | | | | | | | | | | | | |
Large Accelerated Filer | x | | Accelerated Filer | o |
Non-Accelerated Filer | o | | |
Smaller Reporting Company | ☐ | | Emerging Growth Company | ☐ |
| | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o |
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☒ |
SL Green Operating Partnership, L.P.
| | | | | | | | | | | | | | |
Large Accelerated Filer | o | | Accelerated Filer | o |
Non-accelerated filer | x | | |
Smaller Reporting Company | ☐ | | Emerging Growth Company | ☐ |
| | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o |
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☒ |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | o |
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
SL Green Realty Corp. Yes ☐ No x SL Green Operating Partnership, L.P. Yes ☐ No x
The aggregate market value of the common stock held by non-affiliates of SL Green Realty Corp. (58,315,632 shares) was $3.3 billion based on the quoted closing price on the New York Stock Exchange for such shares on June 30, 2024.
As of April 16, 2025, 71,016,826 shares of SL Green Realty Corp.'s common stock, par value $0.01 per share, were outstanding. As of April 16, 2025, 301,668 common units of limited partnership interest of SL Green Operating Partnership, L.P. were held by non-affiliates. There is no established trading market for such units.
EXPLANATORY NOTE
On February 18, 2025, we filed our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Original Form 10-K") with the Securities and Exchange Commission (the "SEC"). We are filing this Amendment No. 1 on Form 10-K/A ("Amendment No. 1") solely to amend Part II, Item 8, "Report of Independent Registered Public Accounting Firm" of Ernst & Young LLP included in the Original Form 10-K, which inadvertently included an incorrect reference regarding responsibility for the audit of a change in accounting principle.
In accordance with Rule 12b-15 ("Rule 12b-15") under the Securities Exchange Act of 1934, as amended, we have included the entire text of Part II, Item 8 "Financial Statements and Supplementary Data" and Part II, Item 15 "Exhibits, Financial Statements and Schedules" in this Amendment No. 1. In addition, we are including in this Amendment No. 1 new certifications of its Chief Executive Officer and Chief Financial Officer, as required by Rule 12b-15.
Except as expressly set forth above, this Amendment No. 1 speaks as of the filing date of the Original Form 10-K, and does not reflect events that may have occurred subsequent to that date, nor does it modify or update in any way disclosure made in the Original Form 10-K, including any of the financial information disclosed in Parts II and IV of the Original Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements and Schedules
| | | | | |
FINANCIAL STATEMENTS OF SL GREEN REALTY CORP. | |
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP; PCAOB ID: No. 34) | |
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP; PCAOB ID: No. 42) | |
Consolidated Balance Sheets as of December 31, 2024 and 2023 | |
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | |
FINANCIAL STATEMENTS OF SL GREEN OPERATING PARTNERSHIP, L.P. | |
Report of Independent Registered Public Accounting Firm (PCAOB ID: No. 34) | |
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP; PCAOB ID: No. 42) | |
Consolidated Balance Sheets as of December 31, 2024 and 2023 | |
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Capital for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | |
Notes to Consolidated Financial Statements | |
Schedules | |
| |
Schedule III- Real Estate and Accumulated Depreciation as of December 31, 2024 | |
All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto. | |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of SL Green Realty Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SL Green Realty Corp. and subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for the year ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2025 (not presented herein), expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Investments in Commercial Real Estate Properties and Investments in Unconsolidated Joint Ventures — Refer to Notes 2, 6 and 16 to the financial statements
Critical Audit Matter Description
The Company’s investments in commercial real estate properties are evaluated for impairment quarterly, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation of the recoverability of commercial real estate properties involves the comparison of undiscounted future cash flows expected to be generated by each commercial real estate property over the Company’s estimated holding period, including the future terminal value, to the respective carrying amount. The Company also assesses their investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment is other than temporary, the Company writes down the investment to its estimated fair value. The Company’s investments in unconsolidated joint ventures are evaluated for impairment based on each joint venture’s actual and projected cash flows. To the extent an impairment has occurred on either a commercial real estate property or investment in unconsolidated joint venture, the impairment loss will be measured as the excess of the carrying amount over the estimated fair value of the underlying asset. The Company’s recoverability assessment and estimated fair value, requires management to make significant estimates, including appropriate future market rental rates, capitalization rates, and discount rates.
Given the Company’s estimated future market rental rates, capitalization rates, and discount rates are significant assumptions made by management in their impairment assessments, performing audit procedures to evaluate the reasonableness of management’s recoverability assessment and estimated fair value that utilize these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's estimated future market rental rates, capitalization rates, and discount rates used in the evaluation of impairment, included the following, among others:
•We tested the effectiveness of controls over management’s evaluation of the recoverability and estimated fair value of both commercial real estate properties and investments in unconsolidated joint ventures, including those over estimated future market rental rates, capitalization rates, and discount rates.
•We inquired with management regarding their determination of estimated future market rental rates, capitalization rates, and discount rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the Company's estimated future market rental rates, capitalization rates, and discount rates by:
◦Testing the source information underlying the determination of the estimated future market rental rates, capitalization rates, and discount rates used by management by evaluating the reasonableness of these assumptions with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
◦Using comparable market transaction details to further evaluate management's selected estimated future market rental rates, capitalization rates, and discount rates, as applicable.
◦Developing a range of independent estimates of future market rental rates, capitalization rates, and discount rates and comparing those to the amounts selected by management.
Consolidation of Investments in Joint Ventures — Refer to Notes 2 and 6 to the financial statements
Critical Audit Matter Description
The Company assesses the accounting treatment for each joint venture upon formation, as well as any reconsideration event over the life of the investment, to determine whether consolidation is required. This assessment includes a review of each joint venture agreement to determine the rights provided to each party and whether those rights are protective or participating. The Company consolidates those joint ventures they control, or which are variable interest entities (each, a "VIE") where the Company is considered to be the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The Company accounts for their investments in unconsolidated joint ventures under the equity method of accounting in cases where they exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. The evaluation of these investments for consolidation, including determining whether the joint venture is a VIE, and if so, whether the Company is the primary beneficiary requires management to make significant judgments due to the complex nature of these investments.
Given the Company's determination of consolidation is a significant judgement made by management for certain of these investments, performing audit procedures to evaluate the reasonableness of management's consolidation, including VIE and primary beneficiary assessment required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's accounting determination for the consolidation of investments in joint ventures included the following, among others:
•We tested the effectiveness of controls over management's evaluation of the initial accounting assessment for consolidation and over management's evaluation of reconsideration events.
•We selected a sample of unconsolidated and consolidated joint ventures and evaluated the appropriateness of the Company's accounting conclusions upon formation and reconsideration events by:
◦Reading the joint venture agreements and other related documents and evaluating the structure and terms of the agreement, as well as any reconsideration events which took place during the year, to determine if the joint venture should be classified as a VIE.
◦If an entity is determined to be a VIE, considering whether the Company appropriately determined the primary beneficiary by evaluating the contractual arrangements of the entity to determine if the Company has the power to direct activities that most significantly impact the VIE's economic performance, and if the Company has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could be significant to the VIE.
◦Evaluated whether any reconsideration events occurred during the year that would result in consolidation or deconsolidation, and if so, verified that this occurred properly.
◦Evaluating the evidence obtained in other areas of the audit to determine if there were additional reconsideration events that had not been identified by the Company, including, among others, reading board minutes and agreeing the terms of certain joint venture agreements and side agreements, if any.
/s/ Deloitte & Touche LLP
New York, New York
February 14, 2025
We have served as the Company's auditor since 2023.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of SL Green Realty Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SL Green Realty Corp. (the Company) as of December 31, 2023, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company's auditor from 1997 to 2023.
New York, New York
February 23, 2024
SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Assets | | | |
Commercial real estate properties, at cost: | | | |
Land and land interests | $ | 1,357,041 | | | $ | 1,092,671 | |
Building and improvements | 3,862,224 | | | 3,655,624 | |
Building leasehold and improvements | 1,388,476 | | | 1,354,569 | |
| 6,607,741 | | | 6,102,864 | |
Less: accumulated depreciation | (2,126,081) | | | (1,968,004) | |
| 4,481,660 | | | 4,134,860 | |
| | | |
Cash and cash equivalents | 184,294 | | | 221,823 | |
Restricted cash | 147,344 | | | 113,696 | |
Investments in marketable securities | 22,812 | | | 9,591 | |
Tenant and other receivables | 44,055 | | | 33,270 | |
Related party receivables | 26,865 | | | 12,168 | |
Deferred rents receivable | 266,428 | | | 264,653 | |
Debt and preferred equity investments, net of discounts and deferred origination fees of $1,618 and $1,630 and allowances of $13,520 and $13,520 in 2024 and 2023, respectively | 303,726 | | | 346,745 | |
Investments in unconsolidated joint ventures | 2,690,138 | | | 2,983,313 | |
Deferred costs, net | 117,132 | | | 111,463 | |
| | | |
Right of use asset - operating leases | 865,639 | | | 885,929 | |
Real estate loans held by consolidated securitization vehicles (includes $584,134 and $— at fair value as of December 31, 2024 and December 31, 2023, respectively) | 709,095 | | | — | |
Other assets | 610,911 | | | 413,670 | |
Total assets (1) | $ | 10,470,099 | | | $ | 9,531,181 | |
Liabilities | | | |
Mortgages and other loans payable, net | $ | 1,944,635 | | | $ | 1,491,319 | |
Revolving credit facility, net | 316,240 | | | 554,752 | |
Unsecured term loans, net | 1,146,010 | | | 1,244,881 | |
Unsecured notes, net | 99,897 | | | 99,795 | |
Accrued interest payable | 16,527 | | | 17,930 | |
Senior obligations of consolidated securitization vehicles (includes $567,487 and $— at fair value as of December 31, 2024 and December 31, 2023, respectively) | 590,131 | | | — | |
Other liabilities (includes $251,096 and $259,392 at fair value as of December 31, 2024 and December 31, 2023, respectively) | 414,153 | | | 471,401 | |
Accounts payable and accrued expenses | 122,674 | | | 153,164 | |
Deferred revenue | 164,887 | | | 134,053 | |
Lease liability - financing leases | 106,853 | | | 105,531 | |
Lease liability - operating leases | 810,989 | | | 827,692 | |
Dividend and distributions payable | 21,816 | | | 20,280 | |
Security deposits | 60,331 | | | 49,906 | |
| | | |
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities | 100,000 | | | 100,000 | |
Total liabilities (1) | 5,915,143 | | | 5,270,704 | |
Commitments and contingencies (See Note 20) | | | |
SL Green Realty Corp.
Consolidated Balance Sheets
(in thousands, except per share data)
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Noncontrolling interests in Operating Partnership | 288,941 | | | 238,051 | |
Preferred units and redeemable equity | 196,064 | | | 166,501 | |
Equity | | | |
SL Green stockholders' equity: | | | |
Series I Preferred Stock, $0.01 par value, $25.00 liquidation preference, 9,200 issued and outstanding at both December 31, 2024 and 2023 | 221,932 | | | 221,932 | |
Common stock, $0.01 par value, 160,000 shares authorized and 71,097 and 65,786 issued and outstanding at December 31, 2024 and 2023, respectively (including 0 and 1,060 shares held in treasury at December 31, 2024 and 2023, respectively) | 711 | | | 660 | |
Additional paid-in-capital | 4,159,562 | | | 3,826,452 | |
Treasury stock at cost | — | | | (128,655) | |
Accumulated other comprehensive income | 18,196 | | | 17,477 | |
Retained deficit | (449,101) | | | (151,551) | |
Total SL Green stockholders' equity | 3,951,300 | | | 3,786,315 | |
Noncontrolling interests in other partnerships | 118,651 | | | 69,610 | |
Total equity | 4,069,951 | | | 3,855,925 | |
Total liabilities and equity | $ | 10,470,099 | | | $ | 9,531,181 | |
| | | |
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $236.7 million and $41.2 million of land, $159.1 million and $40.5 million of building and improvements, $— million and $— million of building and leasehold improvements, $— million and $— million of right of use assets, $4.1 million and $5.4 million of accumulated depreciation, 709.1 million and — million of real estate loans held by consolidated securitization vehicles, $830.3 million and $676.9 million of other assets included in other line items, $357.9 million and $50.0 million of real estate debt, net, $1.1 million and $0.9 million of accrued interest payable, $— million and $— million of lease liabilities, 590.1 million and — million of senior obligations of consolidated securitization vehicles and $324.8 million and $306.5 million of other liabilities included in other line items as of December 31, 2024 and December 31, 2023, respectively. |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp.
Consolidated Statements of Operations
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2024 | | 2023 | | 2022 |
Revenues | | | | | | |
Rental revenue, net | | $ | 605,999 | | | $ | 683,335 | | | $ | 671,500 | |
| | | | | | |
SUMMIT Operator revenue | | 133,214 | | | 118,260 | | | 89,048 | |
Investment income | | 24,353 | | | 34,705 | | | 81,113 | |
Interest income from real estate loans held by consolidated securitization vehicles | | 18,980 | | | — | | | — | |
Other income | | 103,726 | | | 77,410 | | | 77,793 | |
Total revenues | | 886,272 | | | 913,710 | | | 919,454 | |
Expenses | | | | | | |
Operating expenses, including related party expenses of $7 in 2024, $5 in 2023 and $5,701 in 2022 | | 189,598 | | | 196,696 | | | 174,063 | |
Real estate taxes | | 128,187 | | | 143,757 | | | 138,228 | |
Operating lease rent | | 24,423 | | | 27,292 | | | 26,943 | |
SUMMIT Operator expenses | | 111,739 | | | 101,211 | | | 89,207 | |
Interest expense, net of interest income | | 147,220 | | | 137,114 | | | 89,473 | |
Amortization of deferred financing costs | | 6,619 | | | 7,837 | | | 7,817 | |
SUMMIT Operator tax expense | | 730 | | | 9,201 | | | 2,647 | |
Interest expense on senior obligations of consolidated securitization vehicles | | 14,634 | | | — | | | — | |
Depreciation and amortization | | 207,443 | | | 247,810 | | | 216,167 | |
Loan loss and other investment reserves, net of recoveries | | — | | | 6,890 | | | — | |
Transaction related costs | | 401 | | | 1,099 | | | 409 | |
Marketing, general and administrative | | 85,187 | | | 111,389 | | | 93,798 | |
Total expenses | | 916,181 | | | 990,296 | | | 838,752 | |
| | | | | | |
Equity in net loss from unconsolidated joint ventures | | (179,695) | | | (76,509) | | | (57,958) | |
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 | | 88,966 | | | (17,260) | | | (8,118) | |
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) | |
| | | | | | |
Gain (loss) on early extinguishment of debt | | 43,762 | | | (870) | | | — | |
| | | | | | |
| | | | | | |
| | | | | | |
Net income (loss) | | 30,222 | | | (599,337) | | | (76,303) | |
Net loss attributable to noncontrolling interests: | | | | | | |
Noncontrolling interests in the Operating Partnership | | (497) | | | 37,465 | | | 5,794 | |
Noncontrolling interests in other partnerships | | 928 | | | 4,568 | | | (1,122) | |
Preferred units distributions | | (8,643) | | | (7,255) | | | (6,443) | |
Net income (loss) attributable to SL Green | | 22,010 | | | (564,559) | | | (78,074) | |
| | | | | | |
Perpetual preferred stock dividends | | (14,950) | | | (14,950) | | | (14,950) | |
Net income (loss) attributable to SL Green common stockholders | | $ | 7,060 | | | $ | (579,509) | | | $ | (93,024) | |
| | | | | | |
Basic earnings (loss) per share | | $ | 0.08 | | | $ | (9.12) | | | $ | (1.49) | |
Diluted earnings (loss) per share | | $ | 0.08 | | | $ | (9.12) | | | $ | (1.49) | |
| | | | | | |
Basic weighted average common shares outstanding | | 65,062 | | | 63,809 | | | 63,917 | |
Diluted weighted average common shares and common share equivalents outstanding | | 65,688 | | | 67,972 | | | 67,929 | |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Net income (loss) | $ | 30,222 | | | $ | (599,337) | | | $ | (76,303) | |
Other comprehensive income (loss): | | | | | |
Increase (decrease) in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments | 318 | | | (32,437) | | | 103,629 | |
Increase (decrease) in unrealized value of marketable securities | 552 | | | (1,650) | | | (1,440) | |
Other comprehensive income (loss) | 870 | | | (34,087) | | | 102,189 | |
Comprehensive income (loss) | 31,092 | | | (633,424) | | | 25,886 | |
Net (income) loss attributable to noncontrolling interests and preferred units distributions | (8,212) | | | 34,778 | | | (1,771) | |
Other comprehensive (income) loss attributable to noncontrolling interests | (151) | | | 1,960 | | | (5,827) | |
Comprehensive income (loss) attributable to SL Green | $ | 22,729 | | | $ | (596,686) | | | $ | 18,288 | |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp.
Consolidated Statements of Equity
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SL Green Realty Corp. Stockholders | | |
| | | Common Stock | | | | | | | | | | |
| Series I Preferred Stock | | Shares | | Par Value | | Additional Paid- In-Capital | | Treasury Stock | | Accumulated Other Comprehensive Income | | Retained Earnings (Deficit) | | Noncontrolling Interests | | Total |
Balance at December 31, 2021 | | $ | 221,932 | | | 64,105 | | | $ | 672 | | | $ | 3,739,409 | | | $ | (126,160) | | | $ | (46,758) | | | $ | 975,781 | | | $ | 13,377 | | | $ | 4,778,253 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | (78,074) | | | 1,122 | | | (76,952) | |
Acquisition of subsidiary interest from noncontrolling interest | | | | | | | | (29,742) | | | | | | | | | (75) | | | (29,817) | |
Other comprehensive income | | | | | | | | | | | | 96,362 | | | | | | | 96,362 | |
Perpetual preferred stock dividends | | | | | | | | | | | | | | (14,950) | | | | | (14,950) | |
DRSPP proceeds | | | | 11 | | | | | 525 | | | | | | | | | | | 525 | |
| | | | | | | | | | | | | | | | | | |
Measurement adjustment for redeemable noncontrolling interest | | | | | | | | | | | | | | 39,974 | | | | | 39,974 | |
| | | | | | | | | | | | | | | | | | |
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings | | | | 274 | | | 4 | | | 32,030 | | | | | | | | | | | 32,034 | |
| | | | | | | | | | | | | | | | | | |
Repurchases of common stock | | | | (1,971) | | | (20) | | | (114,979) | | | | | | | (36,198) | | | | | (151,197) | |
| | | | | | | | | | | | | | | | | | |
Contributions to consolidated joint venture interests | | | | | | | | | | | | | | | | 52,164 | | | 52,164 | |
| | | | | | | | | | | | | | | | | | |
Cash distributions to noncontrolling interests | | | | | | | | | | | | | | | | (4,699) | | | (4,699) | |
Issuance of special dividend paid in stock | | | | 1,961 | | | | | 163,115 | | | (2,495) | | | | | | | | | 160,620 | |
Cash distributions declared ($3.6896 per common share, none of which represented a return of capital for federal income tax purposes) | | | | | | | | | | | | | | (235,395) | | | | | (235,395) | |
Balance at December 31, 2022 | | $ | 221,932 | | | 64,380 | | | $ | 656 | | | $ | 3,790,358 | | | $ | (128,655) | | | $ | 49,604 | | | $ | 651,138 | | | $ | 61,889 | | | $ | 4,646,922 | |
Net loss | | | | | | | | | | | | | | (564,559) | | | (4,568) | | | (569,127) | |
| | | | | | | | | | | | | | | | | | |
Other comprehensive loss | | | | | | | | | | | | (32,127) | | | | | | | (32,127) | |
Perpetual preferred stock dividends | | | | | | | | | | | | | | (14,950) | | | | | (14,950) | |
DRSPP proceeds | | | | 17 | | | | | 525 | | | | | | | | | | | 525 | |
| | | | | | | | | | | | | | | | | | |
Measurement adjustment for redeemable noncontrolling interest | | | | | | | | | | | | | | (15,486) | | | | | (15,486) | |
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings | | | | 329 | | | 4 | | | 35,569 | | | | | | | | | | | 35,573 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Contributions to consolidated joint venture interests | | | | | | | | | | | | | | | | 15,066 | | | 15,066 | |
| | | | | | | | | | | | | | | | | | |
Cash distributions to noncontrolling interests | | | | | | | | | | | | | | | | (2,777) | | | (2,777) | |
| | | | | | | | | | | | | | | | | | |
Cash distributions declared ($3.2288 per common share, none of which represented a return of capital for federal income tax purposes) | | | | | | | | | | | | | | (207,694) | | | | | (207,694) | |
Balance at December 31, 2023 | | $ | 221,932 | | | 64,726 | | | $ | 660 | | | $ | 3,826,452 | | | $ | (128,655) | | | $ | 17,477 | | | $ | (151,551) | | | $ | 69,610 | | | $ | 3,855,925 | |
Net income | | | | | | | | | | | | | | 22,010 | | | (928) | | | 21,082 | |
Acquisition of subsidiary interest from noncontrolling interest | | | | | | | | (4,130) | | | | | | | | | (5,086) | | | (9,216) | |
Other comprehensive income | | | | | | | | | | | | 719 | | | | | | | 719 | |
Perpetual preferred stock dividends | | | | | | | | | | | | | | (14,950) | | | | | (14,950) | |
DRSPP proceeds | | | | 729 | | | 7 | | | 52,301 | | | | | | | | | | | 52,308 | |
Conversion of units in the Operating Partnership to common stock | | | | 124 | | | — | | | | | | | | | | | | | — | |
Measurement adjustment for redeemable noncontrolling interest | | | | | | | | | | | | | | (107,631) | | | | | (107,631) | |
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings | | | | 455 | | | 4 | | | 26,844 | | | | | | | | | | | 26,848 | |
Proceeds from issuance of common stock | | | | 5,063 | | | 51 | | | 386,739 | | | | | | | | | | | 386,790 | |
Repurchases of common stock | | | | | | (11) | | | (128,644) | | | 128,655 | | | | | | | | | — | |
| | | | | | | | | | | | | | | | | | |
Contributions to consolidated joint venture interests | | | | | | | | | | | | | | | | 6,656 | | | 6,656 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Consolidation of partially owned entity | | | | | | | | | | | | | | | | 59,452 | | | 59,452 | |
Cash distributions to noncontrolling interests | | | | | | | | | | | | | | | | (11,053) | | | (11,053) | |
| | | | | | | | | | | | | | | | | | |
Cash distributions declared ($3.0075 per common share, none of which represented a return of capital for federal income tax purposes) | | | | | | | | | | | | | | (196,979) | | | | | (196,979) | |
Balance at December 31, 2024 | | $ | 221,932 | | | 71,097 | | | $ | 711 | | | $ | 4,159,562 | | | $ | — | | | $ | 18,196 | | | $ | (449,101) | | | $ | 118,651 | | | $ | 4,069,951 | |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Operating Activities | | | | | |
Net income (loss) | $ | 30,222 | | | $ | (599,337) | | | $ | (76,303) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
Depreciation and amortization | 214,062 | | | 255,647 | | | 223,984 | |
Equity in net loss from unconsolidated joint ventures | 179,695 | | | 76,509 | | | 57,958 | |
Distributions of cumulative earnings from unconsolidated joint ventures | 12,992 | | | 9,897 | | | 780 | |
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 | (88,966) | | | 17,260 | | | 8,118 | |
Depreciable real estate reserves and impairments | 104,071 | | | 382,374 | | | 6,313 | |
(Gain) loss on sale of real estate, net | (3,025) | | | 32,370 | | | 84,485 | |
Loan loss and other investment reserves, net of recoveries | — | | | 6,890 | | | — | |
| | | | | |
(Gain) loss on early extinguishment of debt | (43,762) | | | 870 | | | — | |
Deferred rents receivable | (1,535) | | | (17,903) | | | (5,749) | |
Non-cash lease expense | 20,290 | | | 20,435 | | | 22,403 | |
Other non-cash adjustments | 46,219 | | | 28,174 | | | (5,676) | |
Changes in operating assets and liabilities: | | | | | |
| | | | | |
Tenant and other receivables | (11,804) | | | (1,725) | | | 14,370 | |
Related party receivables | (11,414) | | | 15,788 | | | 6,666 | |
Deferred lease costs | (29,271) | | | (17,427) | | | (21,792) | |
Other assets | 15,968 | | | (1,922) | | | (28,204) | |
Accounts payable, accrued expenses, other liabilities and security deposits | (74,501) | | | 11,974 | | | (30,839) | |
Deferred revenue | (4,799) | | | 8,057 | | | 18,332 | |
Lease liability - operating leases | (16,703) | | | (11,796) | | | 1,111 | |
Net cash provided by operating activities | 129,595 | | | 229,503 | | | 276,088 | |
Investing Activities | | | | | |
Acquisitions of real estate property | $ | — | | | $ | — | | | $ | (64,491) | |
Additions to land, buildings and improvements | (211,869) | | | (259,663) | | | (300,770) | |
Acquisition deposits and deferred purchase price | (23,050) | | | — | | | — | |
Investments in unconsolidated joint ventures | (451,233) | | | (184,481) | | | (184,518) | |
Distributions in excess of cumulative earnings from unconsolidated joint ventures | 161,474 | | | 140,569 | | | 141,742 | |
Net proceeds from disposition of real estate/joint venture interest | 729,025 | | | 557,611 | | | 626,364 | |
Cash and restricted cash assumed from acquisition and consolidation of real estate investment | 19,017 | | | — | | | 60,494 | |
| | | | | |
Proceeds from sale or redemption of marketable securities | — | | | — | | | 15,626 | |
Investments in marketable securities | (12,368) | | | — | | | — | |
Investments in real estate loans held by consolidated securitization vehicles | (117,894) | | | — | | | — | |
Other investments | (21,535) | | | (17,334) | | | 1,432 | |
Origination of debt and preferred equity investments | (16,310) | | | (65,357) | | | (51,367) | |
Repayments or redemption of debt and preferred equity investments | 63,496 | | | — | | | 181,293 | |
Net cash provided by investing activities | 118,753 | | | 171,345 | | | 425,805 | |
Financing Activities | | | | | |
Proceeds from mortgages and other loans payable | $ | 4,450 | | | $ | — | | | $ | 381,980 | |
Repayments of mortgages and other loans payable | (68,977) | | | (25,826) | | | (292,364) | |
Proceeds from revolving credit facility, term loans and senior unsecured notes | 1,170,000 | | | 538,000 | | | 1,524,000 | |
Repayments of revolving credit facility, term loans and senior unsecured notes | (1,510,000) | | | (828,000) | | | (1,864,000) | |
| | | | | |
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Proceeds from stock options exercised and DRSPP issuance | 52,308 | | | 525 | | | 525 | |
Proceeds from issuance of common stock | 386,790 | | | — | | | — | |
Repurchase of common stock | — | | | — | | | (151,197) | |
Redemption of preferred stock | (2,503) | | | (11,700) | | | (17,967) | |
| | | | | |
Redemption of OP units | (38,177) | | | (9,076) | | | (40,901) | |
Distributions to noncontrolling interests in other partnerships | (11,053) | | | (2,777) | | | (4,699) | |
Contributions from noncontrolling interests in other partnerships | 6,584 | | | 6,932 | | | 52,164 | |
Acquisition of subsidiary interest from noncontrolling interest | (7,289) | | | — | | | (29,817) | |
Distributions to noncontrolling interests in the Operating Partnership | (13,915) | | | (14,779) | | | (16,272) | |
Dividends paid on common and preferred stock | (218,823) | | | (230,931) | | | (262,136) | |
Other obligation related to secured borrowing | — | | | 129,656 | | | 77,874 | |
| | | | | |
Tax withholdings related to restricted share awards | (182) | | | — | | | (3,915) | |
Deferred loan costs | (1,442) | | | (1,407) | | | (8,098) | |
| | | | | |
Net cash used in financing activities | (252,229) | | | (449,383) | | | (654,823) | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (3,881) | | | (48,535) | | | 47,070 | |
Cash, cash equivalents, and restricted cash at beginning of year | 335,519 | | | 384,054 | | | 336,984 | |
Cash, cash equivalents, and restricted cash at end of period | $ | 331,638 | | | $ | 335,519 | | | $ | 384,054 | |
| | | | | |
Supplemental cash flow disclosures: | | | | | |
Interest paid | $ | 200,752 | | | $ | 229,119 | | | $ | 169,519 | |
Income taxes paid | $ | 9,001 | | | $ | 7,815 | | | $ | 5,358 | |
| | | | | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | | | | | |
| | | | | |
| | | | | |
| | | | | |
Exchange of preferred equity investment for real estate or equity in joint venture | $ | — | | | $ | — | | | $ | 190,652 | |
Exchange of debt investment for real estate or equity in joint venture | — | | | 349,946 | | | 193,995 | |
Assumption of mortgage and mezzanine loans | — | | | — | | | 1,712,750 | |
Issuance of special dividend paid in stock | — | | | — | | | 160,620 | |
| | | | | |
Tenant improvements and capital expenditures payable | — | | | — | | | 18,518 | |
Acquisition of subsidiary interest from noncontrolling interest | 1,927 | | | — | | | — | |
Measurement adjustment for redeemable noncontrolling interest | 107,632 | | | 15,486 | | | 39,974 | |
Consolidation of a subsidiary | 50,377 | | | — | | | — | |
Investment in joint venture | 10,639 | | | — | | | 47,135 | |
| | | | | |
| | | | | |
Deconsolidation of a subsidiary | — | | | 101,351 | | | — | |
Deconsolidation of subsidiary debt | — | | | 1,712,750 | | | — | |
| | | | | |
| | | | | |
Debt and preferred equity investments | 1,133 | | | — | | | 302 | |
| | | | | |
| | | | | |
| | | | | |
Extinguishment of debt | 46,835 | | | — | | | — | |
| | | | | |
Removal of fully depreciated commercial real estate properties | 6,903 | | | 16,313 | | | 30,359 | |
| | | | | |
Contribution to consolidated joint venture by noncontrolling interest | 72 | | | 8,134 | | | — | |
| | | | | |
Share repurchase or redemption payable | 9,514 | | | 9,513 | | | — | |
| | | | | |
Recognition of right of use assets and related lease liabilities | — | | | — | | | 57,938 | |
| | | | | |
Consolidation of securitization vehicle assets | 600,521 | | | — | | | — | |
Consolidation of securitization vehicle liabilities | 600,521 | | | — | | | — | |
SL Green Realty Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share data)
In December 2024, the Company declared a regular monthly distribution per share of $0.2575 that was paid in cash. This distribution was paid in January 2025. In December 2023, the Company declared a regular monthly distribution per share of $0.2500 that was paid in cash. This distribution was paid in January 2024. In December 2022, the Company declared a regular monthly distribution per share of $0.2708 that was paid in cash. This distribution was paid in January 2023.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.
| | | | | | | | | | | | | | | | | |
| Year Ended |
| 2024 | | 2023 | | 2022 |
Cash and cash equivalents | $ | 184,294 | | | $ | 221,823 | | | $ | 203,273 | |
Restricted cash | 147,344 | | | 113,696 | | | 180,781 | |
Total cash, cash equivalents, and restricted cash | $ | 331,638 | | | $ | 335,519 | | | $ | 384,054 | |
The accompanying notes are an integral part of these consolidated financial statements.
Report of Independent Registered Public Accounting Firm
To the Partners of SL Green Operating Partnership, L.P. and the Board of Directors of SL Green Realty Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SL Green Operating Partnership, L.P. and subsidiaries (the "Partnership") as of December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows, for the year ended December 31, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2025 (not presented herein), expressed an unqualified opinion on the Partnership's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Impairment of Investments in Commercial Real Estate Properties and Investments in Unconsolidated Joint Ventures — Refer to Notes 2, 6 and 16 to the financial statements
Critical Audit Matter Description
The Partnership’s investments in commercial real estate properties are evaluated for impairment quarterly, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Partnership’s evaluation of the recoverability of commercial real estate properties involves the comparison of undiscounted future cash flows expected to be generated by each commercial real estate property over the Partnership’s estimated holding period, including the future terminal value, to the respective carrying amount. The Partnership also assesses their investments in unconsolidated joint ventures for recoverability, and if it is determined that a loss in value of the investment is other than temporary, the Partnership writes down the investment to its estimated fair value. The Partnership’s investments in unconsolidated joint ventures are evaluated for impairment based on each joint venture’s actual and projected cash flows. To the extent an impairment has occurred on either a commercial real estate property or investment in unconsolidated joint venture, the impairment loss will be measured as the excess of the carrying amount over the estimated fair value of the underlying asset. The Partnership’s recoverability assessment
and estimated fair value, requires management to make significant estimates, including appropriate future market rental rates, capitalization rates, and discount rates.
Given the Partnership’s estimated future market rental rates, capitalization rates, and discount rates are significant assumptions made by management in their impairment assessments, performing audit procedures to evaluate the reasonableness of management’s recoverability assessment and estimated fair value that utilize these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Partnership's estimated future market rental rates, capitalization rates, and discount rates used in the evaluation of impairment, included the following, among others:
•We tested the effectiveness of controls over management's evaluation of the recoverability and estimated fair value of both commercial real estate properties and investments in unconsolidated joint ventures, including those over estimated future market rental rates, capitalization rates, and discount rates.
•We inquired with management regarding their determination of estimated future market rental rates, capitalization rates, and discount rates and evaluated the consistency in determining the rates with evidence obtained in other areas of our audit.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the Partnership's estimated future market rental rates, capitalization rates, and discount rates by:
◦Testing the source information underlying the determination of the estimated future market rental rates, capitalization rates, and discount rates used by management by evaluating the reasonableness of these assumptions with independent market data, focusing on key factors, including geographical location, tenant composition, and property type.
◦Using comparable market transaction details to further evaluate management's selected estimated future market rental rates, capitalization rates, and discount rates, as applicable.
◦Developing a range of independent estimates of future market rental rates, capitalization rates, and discount rates and comparing those to the amounts selected by management.
Consolidation of Investments in Joint Ventures — Refer to Notes 2 and 6 to the financial statements
Critical Audit Matter Description
The Partnership assesses the accounting treatment for each joint venture upon formation, as well as any reconsideration event over the life of the investment, to determine whether consolidation is required. This assessment includes a review of each joint venture agreement to determine the rights provided to each party and whether those rights are protective or participating. The Partnership consolidates those joint ventures they control, or which are variable interest entities (each, a "VIE") where the Partnership is considered to be the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The Partnership accounts for their investments in unconsolidated joint ventures under the equity method of accounting in cases where they exercise significant influence over, but do not control, these entities and are not considered to be the primary beneficiary. The evaluation of these investments for consolidation, including determining whether the joint venture is a VIE, and if so, whether the Partnership is the primary beneficiary requires management to make significant judgments due to the complex nature of these investments.
Given the Partnership’s determination of consolidation is a significant judgement made by management for certain of these investments, performing audit procedures to evaluate the reasonableness of management’s consolidation, including VIE and primary beneficiary assessment, required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Partnership's accounting determination for the consolidation of investments in joint ventures included the following, among others:
•We tested the effectiveness of controls over management's evaluation of the initial accounting assessment for consolidation and over management's evaluation of reconsideration events.
•We selected a sample of unconsolidated and consolidated joint ventures and evaluated the appropriateness of the Partnership's accounting conclusions upon formation and reconsideration events by:
◦Reading the joint venture agreements and other related documents and evaluating the structure and terms of the agreement, as well as any reconsideration events which took place during the year, to determine if the joint venture should be classified as a VIE.
◦If an entity is determined to be a VIE, considering whether the Partnership appropriately determined the primary beneficiary by evaluating the contractual arrangements of the entity to determine if the Partnership has the power to direct activities that most significantly impact the VIE's economic performance, and if the Partnership has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could be significant to the VIE.
◦Evaluated whether any reconsideration events occurred during the year that would result in consolidation or deconsolidation, and if so, verified that this occurred properly.
◦Evaluating the evidence obtained in other areas of the audit to determine if there were additional reconsideration events that had not been identified by the Partnership, including, among others, reading board minutes and agreeing the terms of certain joint venture agreements and side agreements, if any.
/s/ Deloitte & Touche LLP
New York, New York
February 14, 2025
We have served as the Partnership's auditor since 2023.
Report of Independent Registered Public Accounting Firm
To the Partners of SL Green Operating Partnership, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of SL Green Operating Partnership, L.P. (the Operating Partnership) as of December 31, 2023, the related consolidated statements of operations, comprehensive (loss) income, capital and cash flows for each of the two years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Operating Partnership's auditor from 2010 to 2023.
New York, New York
February 23, 2024
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands, except per unit data)
| | | | | | | | | | | | | | |
| | December 31, 2024 | | December 31, 2023 |
Assets | | | | |
Commercial real estate properties, at cost: | | | | |
Land and land interests | | $ | 1,357,041 | | | $ | 1,092,671 | |
Building and improvements | | 3,862,224 | | | 3,655,624 | |
Building leasehold and improvements | | 1,388,476 | | | 1,354,569 | |
| | 6,607,741 | | | 6,102,864 | |
Less: accumulated depreciation | | (2,126,081) | | | (1,968,004) | |
| | 4,481,660 | | | 4,134,860 | |
| | | | |
Cash and cash equivalents | | 184,294 | | | 221,823 | |
Restricted cash | | 147,344 | | | 113,696 | |
Investments in marketable securities | | 22,812 | | | 9,591 | |
Tenant and other receivables | | 44,055 | | | 33,270 | |
Related party receivables | | 26,865 | | | 12,168 | |
Deferred rents receivable | | 266,428 | | | 264,653 | |
Debt and preferred equity investments, net of discounts and deferred origination fees of $1,618 and $1,630 and allowances of $13,520 and $13,520 in 2024 and 2023, respectively | | 303,726 | | | 346,745 | |
Investments in unconsolidated joint ventures | | 2,690,138 | | | 2,983,313 | |
Deferred costs, net | | 117,132 | | | 111,463 | |
| | | | |
Right of use asset - operating leases | | 865,639 | | | 885,929 | |
Real estate loans held by consolidated securitization vehicles (includes $584,134 and $— at fair value as of December 31, 2024 and December 31, 2023, respectively) | | 709,095 | | | — | |
Other assets | | 610,911 | | | 413,670 | |
Total assets (1) | | $ | 10,470,099 | | | $ | 9,531,181 | |
Liabilities | | | | |
Mortgages and other loans payable, net | | $ | 1,944,635 | | | $ | 1,491,319 | |
Revolving credit facility, net | | 316,240 | | | 554,752 | |
Unsecured term loans, net | | 1,146,010 | | | 1,244,881 | |
Unsecured notes, net | | 99,897 | | | 99,795 | |
Accrued interest payable | | 16,527 | | | 17,930 | |
Senior obligations of consolidated securitization vehicles (includes $567,487 and $— at fair value as of December 31, 2024 and December 31, 2023, respectively) | | 590,131 | | | — | |
Other liabilities (includes $251,096 and $259,392 at fair value as of December 31, 2024 and December 31, 2023, respectively) | | 414,153 | | | 471,401 | |
Accounts payable and accrued expenses | | 122,674 | | | 153,164 | |
Deferred revenue | | 164,887 | | | 134,053 | |
Lease liability - financing leases | | 106,853 | | | 105,531 | |
Lease liability - operating leases | | 810,989 | | | 827,692 | |
Dividend and distributions payable | | 21,816 | | | 20,280 | |
Security deposits | | 60,331 | | | 49,906 | |
| | | | |
Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities | | 100,000 | | | 100,000 | |
Total liabilities (1) | | 5,915,143 | | | 5,270,704 | |
Commitments and contingencies (See Note 20) | | | | |
SL Green Operating Partnership, L.P.
Consolidated Balance Sheets
(in thousands, except per unit data)
| | | | | | | | | | | | | | |
| | December 31, 2024 | | December 31, 2023 |
Limited partner interests in SLGOP (4,510 and 3,949 limited partner common units outstanding at December 31, 2024 and 2023, respectively) | | 288,941 | | | 238,051 | |
Preferred units and redeemable equity | | 196,064 | | | 166,501 | |
Capital | | | | |
SLGOP partners' capital: | | | | |
Series I Preferred Units, $25.00 liquidation preference, 9,200 issued and outstanding at both December 31, 2024 and 2023 | | 221,932 | | | 221,932 | |
SL Green partners' capital (756 and 687 general partner common units, and 70,341 and 64,039 limited partner common units outstanding at December 31, 2024 and 2023, respectively) | | 3,711,172 | | | 3,546,906 | |
Accumulated other comprehensive income | | 18,196 | | | 17,477 | |
Total SLGOP partners' capital | | 3,951,300 | | | 3,786,315 | |
Noncontrolling interests in other partnerships | | 118,651 | | | 69,610 | |
Total capital | | 4,069,951 | | | 3,855,925 | |
Total liabilities and capital | | $ | 10,470,099 | | | $ | 9,531,181 | |
| | | | |
(1) The Operating Partnership's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets include the following amounts related to our consolidated VIEs, excluding the Operating Partnership: $236.7 million and $41.2 million of land, $159.1 million and $40.5 million of building and improvements, $— million and $— million of building and leasehold improvements, $— million and $— million of right of use assets, $4.1 million and $5.4 million of accumulated depreciation, 709.1 million and — million of real estate loans held by consolidated securitization vehicles, $830.3 million and $676.9 million of other assets included in other line items, $357.9 million and $50.0 million of real estate debt, net, $1.1 million and $0.9 million of accrued interest payable, $— million and $— million of lease liabilities, 590.1 million and — million of senior obligations of consolidated securitization vehicles and $324.8 million and $306.5 million of other liabilities included in other line items as of December 31, 2024 and December 31, 2023, respectively. |
| | | | |
| | | | |
| | | | |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Operating Partnership, L.P.
Consolidated Statements of Operations
(in thousands, except per unit data)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2024 | | 2023 | | 2022 |
Revenues | | | | | | |
Rental revenue, net | | $ | 605,999 | | | $ | 683,335 | | | $ | 671,500 | |
| | | | | | |
SUMMIT Operator revenue | | 133,214 | | | 118,260 | | | 89,048 | |
Investment income | | 24,353 | | | 34,705 | | | 81,113 | |
Interest income from real estate loans held by consolidated securitization vehicles | | 18,980 | | | — | | | — | |
Other income | | 103,726 | | | 77,410 | | | 77,793 | |
Total revenues | | 886,272 | | | 913,710 | | | 919,454 | |
Expenses | | | | | | |
Operating expenses, including related party expenses of $7 in 2024, $5 in 2023 and $5,701 in 2022 | | 189,598 | | | 196,696 | | | 174,063 | |
Real estate taxes | | 128,187 | | | 143,757 | | | 138,228 | |
Operating lease rent | | 24,423 | | | 27,292 | | | 26,943 | |
SUMMIT Operator expenses | | 111,739 | | | 101,211 | | | 89,207 | |
Interest expense, net of interest income | | 147,220 | | | 137,114 | | | 89,473 | |
Amortization of deferred financing costs | | 6,619 | | | 7,837 | | | 7,817 | |
SUMMIT Operator tax expense | | 730 | | | 9,201 | | | 2,647 | |
Interest expense on senior obligations of consolidated securitization vehicles | | 14,634 | | | — | | | — | |
Depreciation and amortization | | 207,443 | | | 247,810 | | | 216,167 | |
Loan loss and other investment reserves, net of recoveries | | — | | | 6,890 | | | — | |
Transaction related costs | | 401 | | | 1,099 | | | 409 | |
Marketing, general and administrative | | 85,187 | | | 111,389 | | | 93,798 | |
Total expenses | | 916,181 | | | 990,296 | | | 838,752 | |
| | | | | | |
Equity in net loss from unconsolidated joint ventures | | (179,695) | | | (76,509) | | | (57,958) | |
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 | | 88,966 | | | (17,260) | | | (8,118) | |
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) | |
| | | | | | |
Gain (loss) on early extinguishment of debt | | 43,762 | | | (870) | | | — | |
| | | | | | |
| | | | | | |
| | | | | | |
Net income (loss) | | 30,222 | | | (599,337) | | | (76,303) | |
Noncontrolling interests in other partnerships | | 928 | | | 4,568 | | | (1,122) | |
Preferred units distributions | | (8,643) | | | (7,255) | | | (6,443) | |
Net income (loss) attributable to SLGOP | | 22,507 | | | (602,024) | | | (83,868) | |
| | | | | | |
Perpetual preferred unit dividends | | (14,950) | | | (14,950) | | | (14,950) | |
Net income (loss) attributable to SLGOP common unitholders | | $ | 7,557 | | | $ | (616,974) | | | $ | (98,818) | |
| | | | | | |
Basic earnings (loss) per unit | | $ | 0.04 | | | $ | (9.12) | | | $ | (1.49) | |
Diluted earnings (loss) per unit | | $ | 0.04 | | | $ | (9.12) | | | $ | (1.49) | |
| | | | | | |
Basic weighted average common units outstanding | | 68,736 | | | 67,972 | | | 67,929 | |
Diluted weighted average common units and common unit equivalents outstanding | | 69,605 | | | 67,972 | | | 67,929 | |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Operating Partnership, L.P.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2024 | | 2023 | | 2022 |
Net income (loss) | | $ | 30,222 | | | $ | (599,337) | | | $ | (76,303) | |
Other comprehensive income (loss): | | | | | | |
Increase (decrease) in unrealized value of derivative instruments, including SL Green's share of joint venture derivative instruments | | 318 | | | (32,437) | | | 103,629 | |
Increase (decrease) in unrealized value of marketable securities | | 552 | | | (1,650) | | | (1,440) | |
Other comprehensive income (loss) | | 870 | | | (34,087) | | | 102,189 | |
Comprehensive income (loss) | | 31,092 | | | (633,424) | | | 25,886 | |
Net loss (income) attributable to noncontrolling interests | | 928 | | | 4,568 | | | (1,122) | |
Other comprehensive (income) loss attributable to noncontrolling interests | | (151) | | | 1,960 | | | (5,827) | |
Comprehensive income (loss) attributable to SLGOP | | $ | 31,869 | | | $ | (626,896) | | | $ | 18,937 | |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Operating Partnership, L.P.
Consolidated Statements of Capital
(in thousands, except per unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | SL Green Operating Partnership Unitholders | | | | |
| | | | Partners' Interest | | | | | | |
| | Series I Preferred Units | | Common Units | | Common Unitholders | | Accumulated Other Comprehensive Income | | Noncontrolling Interests | | Total |
Balance at December 31, 2021 | | $ | 221,932 | | | 64,105 | | | $ | 4,589,702 | | | $ | (46,758) | | | $ | 13,377 | | | $ | 4,778,253 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net loss | | | | | | (78,074) | | | | | 1,122 | | | (76,952) | |
Acquisition of subsidiary interest from noncontrolling interest | | | | | | (29,742) | | | | | (75) | | | (29,817) | |
Other comprehensive income | | | | | | | | 96,362 | | | | | 96,362 | |
Perpetual preferred unit dividends | | | | | | (14,950) | | | | | | | (14,950) | |
DRSPP proceeds | | | | 11 | | | 525 | | | | | | | 525 | |
| | | | | | | | | | | | |
Measurement adjustment for redeemable noncontrolling interest | | | | | | 39,974 | | | | | | | 39,974 | |
| | | | | | | | | | | | |
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings | | | | 274 | | | 32,034 | | | | | | | 32,034 | |
Repurchases of common units | | | | (1,971) | | | (151,197) | | | | | | | (151,197) | |
| | | | | | | | | | | | |
Contributions to consolidated joint venture interests | | | | | | | | | | 52,164 | | | 52,164 | |
| | | | | | | | | | | | |
Cash distributions to noncontrolling interests | | | | | | | | | | (4,699) | | | (4,699) | |
Issuance of special distribution paid in units | | | | 1,961 | | | 160,620 | | | | | | | 160,620 | |
Cash distributions declared ($3.6896 per common unit, none of which represented a return of capital for federal income tax purposes) | | | | | | (235,395) | | | | | | | (235,395) | |
Balance at December 31, 2022 | | $ | 221,932 | | | 64,380 | | | $ | 4,313,497 | | | $ | 49,604 | | | $ | 61,889 | | | $ | 4,646,922 | |
Net loss | | | | | | (564,559) | | | | | (4,568) | | | (569,127) | |
| | | | | | | | | | | | |
Other comprehensive loss | | | | | | | | (32,127) | | | | | (32,127) | |
Perpetual preferred unit dividends | | | | | | (14,950) | | | | | | | (14,950) | |
DRSPP proceeds | | | | 17 | | | 525 | | | | | | | 525 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Measurement adjustment for redeemable noncontrolling interest | | | | | | (15,486) | | | | | | | (15,486) | |
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings | | | | 329 | | | 35,573 | | | | | | | 35,573 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Contributions to consolidated joint venture interests | | | | | | | | | | 15,066 | | | 15,066 | |
| | | | | | | | | | | | |
Cash distributions to noncontrolling interests | | | | | | | | | | (2,777) | | | (2,777) | |
| | | | | | | | | | | | |
Cash distributions declared ($3.2288 per common unit, none of which represented a return of capital for federal income tax purposes) | | | | | | (207,694) | | | | | | | (207,694) | |
Balance at December 31, 2023 | | $ | 221,932 | | | 64,726 | | | $ | 3,546,906 | | | $ | 17,477 | | | $ | 69,610 | | | $ | 3,855,925 | |
Net income | | | | | | 22,010 | | | | | (928) | | | 21,082 | |
Acquisition of subsidiary interest from noncontrolling interest | | | | | | (4,130) | | | | | (5,086) | | | (9,216) | |
Other comprehensive income | | | | | | | | 719 | | | | | 719 | |
Perpetual preferred unit dividends | | | | | | (14,950) | | | | | | | (14,950) | |
DRSPP proceeds | | | | 729 | | | 52,308 | | | | | | | 52,308 | |
Conversion of common units | | | | 124 | | | — | | | | | | | — | |
Measurement adjustment for redeemable noncontrolling interest | | | | | | (107,631) | | | | | | | (107,631) | |
Deferred compensation plan and stock awards, net of forfeitures and tax withholdings | | | | 455 | | | 26,848 | | | | | | | 26,848 | |
Proceeds from issuance of common stock | | | | 5,063 | | | 386,790 | | | | | | | 386,790 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Contributions to consolidated joint venture interests | | | | | | | | | | 6,656 | | | 6,656 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Consolidation of partially owned entity | | | | | | | | | | 59,452 | | | 59,452 | |
Cash distributions to noncontrolling interests | | | | | | | | | | (11,053) | | | (11,053) | |
| | | | | | | | | | | | |
Cash distributions declared ($3.0075 per common unit, none of which represented a return of capital for federal income tax purposes) | | | | | | (196,979) | | | | | | | (196,979) | |
Balance at December 31, 2024 | | $ | 221,932 | | | 71,097 | | | $ | 3,711,172 | | | $ | 18,196 | | | $ | 118,651 | | | $ | 4,069,951 | |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Operating Activities | | | | | |
Net income (loss) | $ | 30,222 | | | $ | (599,337) | | | $ | (76,303) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
Depreciation and amortization | 214,062 | | | 255,647 | | | 223,984 | |
Equity in net loss from unconsolidated joint ventures | 179,695 | | | 76,509 | | | 57,958 | |
Distributions of cumulative earnings from unconsolidated joint ventures | 12,992 | | | 9,897 | | | 780 | |
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 | (88,966) | | | 17,260 | | | 8,118 | |
Depreciable real estate reserves and impairments | 104,071 | | | 382,374 | | | 6,313 | |
(Gain) loss on sale of real estate, net | (3,025) | | | 32,370 | | | 84,485 | |
Loan loss reserves and other investment reserves, net of recoveries | — | | | 6,890 | | | — | |
| | | | | |
(Gain) loss on early extinguishment of debt | (43,762) | | | 870 | | | — | |
Deferred rents receivable | (1,535) | | | (17,903) | | | (5,749) | |
Non-cash lease expense | 20,290 | | | 20,435 | | | 22,403 | |
Other non-cash adjustments | 46,219 | | | 28,174 | | | (5,676) | |
Changes in operating assets and liabilities: | | | | | |
| | | | | |
Tenant and other receivables | (11,804) | | | (1,725) | | | 14,370 | |
Related party receivables | (11,414) | | | 15,788 | | | 6,666 | |
Deferred lease costs | (29,271) | | | (17,427) | | | (21,792) | |
Other assets | 15,968 | | | (1,922) | | | (28,204) | |
Accounts payable, accrued expenses, other liabilities and security deposits | (74,501) | | | 11,974 | | | (30,839) | |
Deferred revenue | (4,799) | | | 8,057 | | | 18,332 | |
Lease liability - operating leases | (16,703) | | | (11,796) | | | 1,111 | |
Net cash provided by operating activities | 129,595 | | | 229,503 | | | 276,088 | |
Investing Activities | | | | | |
Acquisitions of real estate property | $ | — | | | $ | — | | | $ | (64,491) | |
Additions to land, buildings and improvements | (211,869) | | | (259,663) | | | (300,770) | |
Acquisition deposits and deferred purchase price | (23,050) | | | — | | | — | |
Investments in unconsolidated joint ventures | (451,233) | | | (184,481) | | | (184,518) | |
Distributions in excess of cumulative earnings from unconsolidated joint ventures | 161,474 | | | 140,569 | | | 141,742 | |
Net proceeds from disposition of real estate/joint venture interest | 729,025 | | | 557,611 | | | 626,364 | |
Cash and restricted cash assumed from acquisition and consolidation of real estate investment | 19,017 | | | — | | | 60,494 | |
| | | | | |
Proceeds from sale or redemption of marketable securities | — | | | — | | | 15,626 | |
Investments in marketable securities | (12,368) | | | — | | | — | |
Investments in real estate loans held by consolidated securitization vehicles | (117,894) | | | — | | | — | |
Other investments | (21,535) | | | (17,334) | | | 1,432 | |
Origination of debt and preferred equity investments | (16,310) | | | (65,357) | | | (51,367) | |
Repayments or redemption of debt and preferred equity investments | 63,496 | | | — | | | 181,293 | |
Net cash provided by investing activities | 118,753 | | | 171,345 | | | 425,805 | |
Financing Activities | | | | | |
Proceeds from mortgages and other loans payable | $ | 4,450 | | | $ | — | | | $ | 381,980 | |
Repayments of mortgages and other loans payable | (68,977) | | | (25,826) | | | (292,364) | |
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Proceeds from revolving credit facility, term loans and senior unsecured notes | 1,170,000 | | | 538,000 | | | 1,524,000 | |
Repayments of revolving credit facility, term loans and senior unsecured notes | (1,510,000) | | | (828,000) | | | (1,864,000) | |
| | | | | |
Proceeds from stock options exercised and DRSPP issuance | 52,308 | | | 525 | | | 525 | |
Proceeds from issuance of common units | 386,790 | | | — | | | — | |
Repurchase of common units | — | | | — | | | (151,197) | |
Redemption of preferred units | (2,503) | | | (11,700) | | | (17,967) | |
Redemption of OP units | (38,177) | | | (9,076) | | | (40,901) | |
Distributions to noncontrolling interests in other partnerships | (11,053) | | | (2,777) | | | (4,699) | |
Contributions from noncontrolling interests in other partnerships | 6,584 | | | 6,932 | | | 52,164 | |
Acquisition of subsidiary interest from noncontrolling interest | (7,289) | | | — | | | (29,817) | |
Distributions paid on common and preferred units | (232,738) | | | (245,710) | | | (278,408) | |
Other obligation related to secured borrowing | — | | | 129,656 | | | 77,874 | |
| | | | | |
Tax withholdings related to restricted share awards | (182) | | | — | | | (3,915) | |
Deferred loan costs | (1,442) | | | (1,407) | | | (8,098) | |
| | | | | |
Net cash used in financing activities | (252,229) | | | (449,383) | | | (654,823) | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (3,881) | | | (48,535) | | | 47,070 | |
Cash, cash equivalents, and restricted cash at beginning of year | 335,519 | | | 384,054 | | | 336,984 | |
Cash, cash equivalents, and restricted cash at end of period | $ | 331,638 | | | $ | 335,519 | | | $ | 384,054 | |
| | | | | |
Supplemental cash flow disclosures: | | | | | |
Interest paid | $ | 200,752 | | | $ | 229,119 | | | $ | 169,519 | |
Income taxes paid | $ | 9,001 | | | $ | 7,815 | | | $ | 5,358 | |
| | | | | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | | | | | |
| | | | | |
| | | | | |
| | | | | |
Exchange of preferred equity investment for real estate or equity in joint venture | $ | — | | | $ | — | | | $ | 190,652 | |
Exchange of debt investment for real estate or equity in joint venture | — | | | 349,946 | | | 193,995 | |
Assumption of mortgage and mezzanine loans | — | | | — | | | 1,712,750 | |
Issuance of special distribution paid in units | — | | | — | | | 160,620 | |
| | | | | |
Tenant improvements and capital expenditures payable | — | | | — | | | 18,518 | |
Acquisition of subsidiary interest from noncontrolling interest | 1,927 | | | — | | | — | |
Measurement adjustment for redeemable noncontrolling interest | 107,632 | | | 15,486 | | | 39,974 | |
Consolidation of a subsidiary | 50,377 | | | — | | | — | |
Investment in joint venture | 10,639 | | | — | | | 47,135 | |
| | | | | |
| | | | | |
Deconsolidation of a subsidiary | — | | | 101,351 | | | — | |
Deconsolidation of subsidiary debt | — | | | 1,712,750 | | | — | |
| | | | | |
| | | | | |
Debt and preferred equity investments | 1,133 | | | — | | | 302 | |
| | | | | |
| | | | | |
| | | | | |
Extinguishment of debt | 46,835 | | | — | | | — | |
| | | | | |
Removal of fully depreciated commercial real estate properties | 6,903 | | | 16,313 | | | 30,359 | |
| | | | | |
Contribution to consolidated joint venture by noncontrolling interest | 72 | | | 8,134 | | | — | |
| | | | | |
Share repurchase or redemption payable | 9,514 | | | 9,513 | | | — | |
| | | | | |
Recognition of right of use assets and related lease liabilities | — | | | — | | | 57,938 | |
| | | | | |
Consolidation of securitization vehicle assets | 600,521 | | | — | | | — | |
Consolidation of securitization vehicle liabilities | 600,521 | | | — | | | — | |
SL Green Operating Partnership, L.P.
Consolidated Statements of Cash Flows
(in thousands)
In December 2024, the Company declared a regular monthly distribution per share of $0.2575 that was paid in cash. This distribution was paid in January 2025. In December 2023, the Company declared a regular monthly distribution per share of $0.2500 that was paid in cash. This distribution was paid in January 2024. In December 2022, the Company declared a regular monthly distribution per share of $0.2708 that was paid in cash. This distribution was paid in January 2023.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows.
| | | | | | | | | | | | | | | | | |
| Year Ended |
| 2024 | | 2023 | | 2022 |
Cash and cash equivalents | $ | 184,294 | | | $ | 221,823 | | | $ | 203,273 | |
Restricted cash | 147,344 | | | 113,696 | | | 180,781 | |
Total cash, cash equivalents, and restricted cash | $ | 331,638 | | | $ | 335,519 | | | $ | 384,054 | |
The accompanying notes are an integral part of these consolidated financial statements.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements
December 31, 2024
1. Organization and Basis of Presentation
SL Green Realty Corp., which is referred to as the Company or SL Green, 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 Operating Partnership received a contribution of interest in the real estate properties, as well as 95% of the economic interest in the management, leasing and construction companies which are referred to as S.L. Green Management Corp, or the Service Corporation. All of the management, leasing and construction services that are provided to the properties that are wholly owned by us and that are provided to certain joint ventures are conducted through SL Green Management LLC and S.L. Green Management Corp., respectively, which are 100% owned by the Operating Partnership. The Company has qualified, and expects to qualify in the current fiscal year, as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted to minimize the payment of Federal income taxes at the corporate level. 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.
Substantially all of our assets are held by, and all of our operations are conducted through, the Operating Partnership. The Company is the sole managing general partner of the Operating Partnership. As of December 31, 2024, noncontrolling investors held, in the aggregate, a 5.97% limited partnership interest in the Operating Partnership. We refer to these interests as the noncontrolling interests in the Operating Partnership. The Operating Partnership is considered a variable interest entity, or VIE, in which we are the primary beneficiary. See Note 11, "Noncontrolling Interests on the Company's Consolidated Financial Statements."
On December 31, 2024, 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:
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| | | | Consolidated | | Unconsolidated | | Total | | |
Location | | Property Type | | Number of Buildings | | Approximate Square Feet (unaudited) | | Number of Buildings | | Approximate Square Feet (unaudited) | | Number of Buildings | | Approximate Square Feet (unaudited) | | Weighted Average Leased Occupancy(1) (unaudited) |
Commercial: | | | | | | | | | | | | | | |
Manhattan | | Office | | 15 | | | 9,587,441 | | | 9 | | | 12,175,149 | | | 24 | | | 21,762,590 | | | 92.5 | % |
| | Retail | | 2 | | | 30,496 | | | 1 | | | 12,946 | | | 3 | | | 43,442 | | | 100.0 | % |
| | Development/Redevelopment | | 2 | | (2) | 880,771 | | | 1 | | | 1,385,484 | | | 3 | | | 2,266,255 | | | N/A |
| | | | | | | | | | | | | | | | |
| | | | 19 | | | 10,498,708 | | | 11 | | | 13,573,579 | | | 30 | | | 24,072,287 | | | 92.5 | % |
Suburban | | Office | | 7 | | | 862,800 | | | — | | | — | | | 7 | | | 862,800 | | | 73.5 | % |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total commercial properties | | 26 | | | 11,361,508 | | | 11 | | | 13,573,579 | | | 37 | | | 24,935,087 | | | 91.8 | % |
Residential: | | | | | | | | | | | | | | | | |
Manhattan | | Residential | | 1 | | (2) | 140,382 | | | 1 | | | 221,884 | | | 2 | | | 362,266 | | | 99.1 | % |
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Total core portfolio | | 27 | | | 11,501,890 | | | 12 | | | 13,795,463 | | | 39 | | | 25,297,353 | | | 91.9 | % |
| | | | | | | | | | | | | | | | |
| | Alternative Strategy Portfolio | | — | | | — | | | 7 | | | 2,567,025 | | | 7 | | | 2,567,025 | | | 63.0 | % |
(1)The weighted average leased occupancy for commercial properties represents the total leased square feet divided by total square footage at acquisition. The weighted average leased occupancy for residential properties represents the total leased units divided by total available units. Properties under construction are not included in the calculation of weighted average leased occupancy.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
(2)As of December 31, 2024, 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 and retail space that is under development. For the purpose of this report, we have included this building in the number of residential properties we own. However, we have included only the residential square footage in the residential approximate square footage, and have listed the balance of the square footage as development square footage.
As of December 31, 2024, we also managed one office building and one retail building owned by a third party encompassing approximately 0.4 million square feet (unaudited), and held debt and preferred equity investments with a book value of $303.7 million, excluding debt and preferred equity investments and other financing receivables totaling $9.7 million that are included in balance sheet line items other than the Debt and preferred equity investments line item.
Partnership Agreement
In accordance with the partnership agreement of the Operating Partnership, or the Operating Partnership Agreement, we allocate all distributions and profits and losses in proportion to the percentage of ownership interests of the respective partners, subject to the priority distributions with respect to preferred units and special provisions that apply to Long Term Incentive Plan ("LTIP") Units. As the managing general partner of the Operating Partnership, we are required to take such reasonable efforts, as determined by us in our sole discretion, to cause the Operating Partnership to distribute sufficient amounts to enable the payment of sufficient dividends by us to minimize any Federal income or excise tax at the Company level. Under the Operating Partnership Agreement, each limited partner has the right to redeem units of limited partnership interests for cash, or if we so elect, shares of SL Green's common stock on a one-for-one basis.
Subsequent Events
In January 2025, the Company closed on the acquisition of 500 Park Avenue for a gross asset valuation of $130.0 million. The Company financed the acquisition with a new $80.0 million mortgage. The mortgage has a term of up to 5 years, as fully extended, and bears interest at a floating rate of 2.40% over Term SOFR, which the Company has swapped to a fixed rate of 6.57% through February 2028.
2. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include our accounts and those of our subsidiaries, which are wholly owned or controlled by us. Entities which we have significant influence, but do not control, through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method. See Note 5, "Debt and Preferred Equity Investments" and Note 6, "Investments in Unconsolidated Joint Ventures." All significant intercompany balances and transactions have been eliminated.
We consolidate a VIE in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.
A noncontrolling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to us. Noncontrolling interests are required to be presented as a separate component of equity in the consolidated balance sheet and the presentation of net income is modified to present earnings and other comprehensive income (loss) attributed to controlling and noncontrolling interests.
We assess the accounting treatment for each joint venture and debt and preferred equity investment. This assessment includes a review of each joint venture or limited liability company agreement to determine the rights provided to each party and whether those rights are protective or participating. For all VIEs, we review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity's economic performance. In situations where we and our partner approve, among other things, the annual budget, receive a detailed monthly reporting package, meet on a quarterly basis to review the results of the joint venture, review and approve the joint venture's tax return before filing, and approve all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of the joint venture. Our joint venture agreements typically contain certain protective rights such as requiring partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
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 replacements and betterments, 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 at their respective fair values on the acquisition date. When we acquire our partner's equity interest in an existing unconsolidated joint venture and gain control over the investment, we record the consolidated investment at fair value. The difference between the book value of our equity investment on the purchase date and our share of the fair value of the investment's purchase price is recorded as a purchase price fair value adjustment in our consolidated statements of operations. See Note 3, "Property Acquisitions."
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. We depreciate the amount allocated to building (inclusive of tenant improvements) over their estimated useful lives, which generally range from 3 years to 40 years. We amortize the amount allocated to the above- and below-market leases over the remaining term of the associated lease, which generally range from 1 year to 15 years, and record it as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income. We amortize the amount allocated to the values associated with in-place leases over the expected term of the associated lease, which generally ranges from 1 year to 15 years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. Origination costs are amortized as an expense over the remaining life of the lease and tenant improvements are amortized over the shorter of the remaining life of the lease or useful life of improvement (or charged against earnings if the lease is terminated prior to its contractual expiration date). When allocating the purchase price of real estate, we assess fair value of the 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. To the extent acquired leases contain fixed rate renewal options that are below-market and determined to be material, we amortize such below-market lease value into rental income over the renewal period. As of December 31, 2024, the weighted average amortization period for above-market leases, below-market leases, and in-place lease costs is 10.0 years, 12.1 years, and 8.9 years, respectively.
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 equals or exceeds substantially all of the fair value of the underlying 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. At lease commencement the Company records a lease liability which is measured as the present value of the lease payments and a right of use asset which is measured as the amount of the lease liability and any initial direct costs incurred. The Company applies a discount rate to determine the present value of the lease payments. If the rate implicit in the lease is known, the Company uses that rate. If the rate implicit in the lease is not known, the Company uses a discount rate reflective of the Company's collateralized borrowing rate given the term of the lease. To determine the discount rate, the Company employs a third party specialist to develop an analysis based primarily on the observable borrowing rates of the Company, other REITs, and other corporate borrowers with long-term borrowings. On the consolidated statements of operations, operating leases are expensed through operating lease rent while financing leases are expensed through amortization and interest expense. When applicable, the Company combines the consideration for lease and non-lease components in the calculation of the value of the lease obligation and right-of-use asset.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
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.
Properties other than Right of use assets - operating leases are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
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Category | | Term |
Building (fee ownership) | | 40 years |
Building improvements | | shorter of remaining life of the building or useful life |
Building (leasehold interest) | | lesser of 40 years or remaining term of the lease |
Right of use assets - financing leases | | lesser of 40 years or remaining term of the lease |
Furniture and fixtures | | 4 to 7 years |
Tenant improvements | | shorter of remaining term of the lease or useful life |
Right of use assets - operating leases are amortized over the remaining lease term. The amortization is made up of the principal amortization under the lease liability plus or minus the straight-line adjustment of the operating lease rent under ASC 842.
Depreciation expense (including amortization of right of use assets - financing leases) totaled $183.9 million, $221.0 million, and $190.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
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) and terminal value 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 Accounting Standards Codification, or ASC 820. We also evaluate our real estate consolidated 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.
In April 2024, the Company entered into an agreement to sell the property at 719 Seventh Avenue for $30.5 million. As a result of the pending sale, the Company recorded a $46.3 million charge to reduce the carrying value of its investment to the contracted purchase price for the three months ended March 31, 2024, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. The transaction closed during the second quarter of 2024. See Note 4, "Properties Held for Sale and Property Dispositions."
During the year ended December 31, 2024, the Company recorded a $17.6 million charge, reflective of $15.1 million of capitalized interest, to reduce the carrying value of the residential condominium units at 760 Madison Avenue, based on the total of the sales contracts that the Company entered into for these units. This charge is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. The remaining transactions are expected to close during the first quarter of 2025. See Note 4, "Properties Held for Sale and Property Dispositions."
During the year ended December 31, 2024, through a series of transactions, the Company reduced its ownership interest in 690 Madison Avenue to 90.0% and repaid the previous $60.9 million mortgage on the property for a net payment of $32.1 million. As a result of the transactions, the Company assessed the property for recoverability and recorded a $34.3 million charge to write down the carrying value of the investment, which is included in Depreciable real estate reserves and impairments in the consolidated statement of operations.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
For the year ended December 31, 2024, we recognized a reduction of rental revenue of ($2.6 million) for the amortization of aggregate above-market leases in excess of below-market leases resulting from the allocation of the purchase price of the applicable properties. For the years ended December 31, 2023 and 2022, we recognized $14.2 million and $5.7 million, respectively, of rental revenue for the amortization of aggregate below-market leases in excess of above-market leases.
The following summarizes our identified intangible assets (acquired above-market leases and in-place leases) and intangible liabilities (acquired below-market leases) as of December 31, 2024 and 2023 (in thousands):
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| December 31, 2024 | | December 31, 2023 |
Identified intangible assets (included in other assets): | | | |
Gross amount | $ | 378,277 | | | $ | 189,680 | |
Accumulated amortization | (197,211) | | | (184,902) | |
Net | $ | 181,066 | | | $ | 4,778 | |
Identified intangible liabilities (included in deferred revenue): | | | |
Gross amount | $ | 243,703 | | | $ | 205,394 | |
Accumulated amortization | (204,092) | | | (202,089) | |
Net | $ | 39,611 | | | $ | 3,305 | |
The estimated annual amortization of acquired above-market leases, net of acquired (below-market) leases (a component of rental revenue), for each of the five succeeding years is as follows (in thousands):
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2025 | | $ | 5,828 | |
2026 | | 5,265 | |
2027 | | 4,754 | |
2028 | | 4,058 | |
2029 | | 3,719 | |
The estimated annual amortization of all other identifiable assets (a component of depreciation and amortization expense) including tenant improvements for each of the five succeeding years is as follows (in thousands):
| | | | | | | | |
2025 | | $ | 30,485 | |
2026 | | 26,943 | |
2027 | | 21,648 | |
2028 | | 16,492 | |
2029 | | 15,008 | |
Cash and Cash Equivalents
We consider all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
Restricted Cash
Restricted cash primarily consists of security deposits held on behalf of our tenants, interest reserves, as well as capital improvement and real estate tax escrows required under certain loan agreements.
Fair Value Measurements
See Note 16, "Fair Value Measurements."
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Investment in Marketable Securities
At acquisition, we designate a debt security as held-to-maturity, available-for-sale, or trading. As of December 31, 2024, we did not have any debt securities designated as trading. We account for our available-for-sale securities at fair value pursuant to ASC 820-10, with the net unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. The cost of marketable securities sold and the amount reclassified out of accumulated other comprehensive income into earnings is determined using the specific identification method. We account for our held-to-maturity securities at amortized cost basis. Credit losses for our debt securities are recognized in accordance with ASC 326. No allowance for loan losses were recognized for the years ended December 31, 2024, 2023 and 2022. We account for equity marketable securities at fair value pursuant to ASC 820-10, with the net unrealized gains or losses reported in net income.
As of December 31, 2024 and 2023, we held the following marketable securities (in thousands):
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| December 31, 2024 | | December 31, 2023 |
| | | |
Commercial mortgage-backed securities - available-for-sale | $ | 17,323 | | | $ | 9,591 | |
Commercial mortgage-backed securities - held-to-maturity | 5,489 | | | — | |
| | | |
| | | |
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Total investment in marketable securities | $ | 22,812 | | | $ | 9,591 | |
The cost basis of the available-for-sale commercial mortgage-backed securities ("CMBS") was $18.3 million and $11.5 million as of December 31, 2024 and 2023, respectively. These securities mature at various times through 2030. As of December 31, 2024, one security was in an unrealized gain position of $0.2 million with a fair market value of $5.5 million, and two securities were in an unrealized loss position of $1.5 million and fair market value of $11.8 million with one of the securities being in a continuous unrealized loss position for more than 12 months. All securities were in an unrealized loss position as of December 31, 2023 with an unrealized loss of $1.9 million and a fair market value of $9.6 million and were in a continuous unrealized loss position for more than 12 months. We do not intend to sell our other securities, and it is more likely than not that we will not be required to sell the investment before the recovery of their amortized cost basis.
The cost basis of the held-to-maturity CMBS was $5.5 million as of December 31, 2024, and was purchased at a $0.2 million discount. We had no held-to-maturity CMBS as of December 31, 2023.
We did not dispose of any debt marketable securities during the years ended December 31, 2024 and December 31, 2023. During the year ended December 31, 2022, we received aggregate net proceeds of $7.8 million from the sale of one debt marketable security and $3.7 million from the repayment of one debt marketable security.
We held no equity marketable securities as of December 31, 2024 and December 31, 2023. During the year ended December 31, 2022, we sold the one equity marketable security that was held as of December 31, 2021 for which we received aggregate net proceeds of $4.2 million. We recognized $6.5 million of realized losses for the year ended December 31, 2022.
Investment in CMBS Securitization Trusts
We may be contracted to provide special servicing activities for CMBS securitization trusts and, in certain cases, we may also acquire securities in these trusts. In certain cases, we may acquire the controlling class of the trust and we may have the right to designate, and remove, the special servicer for these trusts. These circumstances may result in our consolidating the securitization trusts on our financial statements. We evaluate all of our positions and special servicer appointments for consolidation, which are considered to be VIEs to the Company.
As the special servicer, we provide services on defaulted loans within the trusts as permitted by the underlying contractual agreements. We receive a fee in exchange for these services. The rights provided to us as special servicer give us the ability to direct activities that could significantly impact the trust's economic performance, which requires consolidation of the securitization trust unless a third party has the right to unilaterally remove us as special servicer without cause. In such instances where we can be removed as special servicer without cause, we do not have the power to direct activities that most significantly impact the trust's economic performance and would not consolidate the securitization trust.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
For CMBS securitization trusts in which we are determined to be the primary beneficiary, we consolidate the securitization trusts on our consolidated balance sheets. The consolidation of such securitization trusts results in a gross presentation of the underlying collateral loans as assets as well as the senior CMBS positions owned by third parties, which are presented as liabilities on our consolidated balance sheets. The assets of the consolidated securitization trust can only be used to satisfy the liabilities of that securitization and are not available to the Company for any other purpose. Additionally, the senior CMBS securitization trust obligations can only be satisfied through repayment of the underlying collateral loans as they do not have any recourse to the Company or our assets. The Company has not provided any guarantees with respect to the performance or repayment of the senior CMBS obligations.
While consolidation of the securitization trust increases the gross presentation of our consolidated balance sheets, it does not impact the economic exposure or performance of the Company as it is limited to that of the actual investment in the CMBS securitization trust, and not the consolidated senior obligations.
As of December 31, 2024 and 2023, we consolidated the following CMBS securitization trusts (in thousands):
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| December 31, 2024 | | December 31, 2023 | | Maturity | |
Type | Fair Value (1) | | Principal Value | | | Fair Value | Principal Value | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Real estate loans held by consolidated securitization vehicles | $ | 709,095 | |
| $ | 894,000 | | | | $ | — | | $ | — | | | | 2023 - 2024 | (2) |
Senior obligations of consolidated securitization vehicles | 590,131 | | | 688,346 | | | | — | | — | | | | 2023 - 2024 | (2) |
Real estate loans held by consolidated securitization vehicles in excess of senior obligations of consolidated securitization vehicles | $ | 118,964 | | | $ | 205,654 | | | | $ | — | | $ | — | | | | | |
(1)Includes $134.8 million and $34.2 million of assets and liabilities, respectively, for a loan that is on non-accrual and is accounted for on an amortized cost basis.
(2)The Company is in discussions with the respective borrowers on the resolution of the past maturities.
We have elected to record the associated interest income and interest expense for these investments as separate line items on our consolidated statements of operations. The amounts recorded in Interest income from real estate loans held by consolidated securitization vehicles on our consolidated statements of operations include the Company's 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 on our consolidated statements of operations. As a result, the net impact is limited to the interest income on the CMBS securities we own directly and not the gross consolidated interest income and interest expense.
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. In scenarios where we are determined to be the primary beneficiary in a VIE, these substantive participating rights held by our joint venture partner preclude us from consolidating these VIE entities. 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, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
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 at 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.
Deferred Lease Costs
Deferred lease costs consist of incremental fees and direct costs that would not have been incurred if the lease had not been obtained and are amortized on a straight-line basis over the related lease term. Certain of our employees provide leasing services to the wholly owned properties. For the years ended December 31, 2024, 2023 and 2022, $8.5 million, $6.8 million, and $6.6 million of their compensation, respectively, was capitalized and is amortized over an estimated average lease term of seven years.
Deferred Financing Costs
Deferred financing costs represent commitment fees, legal, title and other third party costs associated with obtaining commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the respective agreements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not close. Deferred financing costs related to a recognized debt liability are presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability.
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. 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 or the tenant are the owner of tenant improvements for accounting purposes. 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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
In addition to base rent, our tenants also generally will pay variable rent which represents 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.
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.
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 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.
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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
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, 2024 and 2023 was $3.1 million and $2.6 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 above 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 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. Accrued interest receivables that are written off are recognized as an expense in loan loss and other investment reserves.
Rent Expense
Rent expense is recognized on a straight-line basis over the initial term of the lease. The excess of the rent expense recognized over the amounts contractually due pursuant to the underlying lease is included in the lease liability - operating leases on the consolidated balance sheets.
Underwriting Commissions and Costs
Underwriting commissions and costs incurred in connection with our stock offerings are reflected as a reduction of additional paid-in-capital.
Transaction Costs
Transaction costs for real estate asset acquisitions are capitalized to the investment basis, which is then subject to a purchase price allocation based on relative fair value. Transaction costs for business combinations or costs incurred on potential transactions that are not consummated are expensed as incurred.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Income Taxes
SL Green is taxed as a REIT under Section 856(c) of the Code. As a REIT, SL Green generally is not subject to Federal income tax. To maintain its qualification as a REIT, SL Green must distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. If SL Green fails to qualify as a REIT in any taxable year, SL Green will be subject to Federal income tax on its taxable income at regular corporate rates. SL Green may also be subject to certain state, local and franchise taxes. Under certain circumstances, Federal income and excise taxes may be due on its undistributed taxable income.
The Operating Partnership is a partnership and, as a result, all income and losses of the partnership are allocated to the partners for inclusion in their respective income tax returns. The only provision for income taxes included in the consolidated statements of operations relates to the Operating Partnership's consolidated taxable REIT subsidiaries. The Operating Partnership may also be subject to certain state, local and franchise taxes.
We have elected, and may elect in the future, to treat certain of our corporate subsidiaries as taxable REIT subsidiaries, or TRSs. In general, TRSs may perform non-customary services for the tenants of the Company, hold assets that we cannot hold directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in Federal, state and local corporate tax liability for these entities. During the years ended December 31, 2024, 2023 and 2022, we recorded Federal, state and local tax provisions of $4.9 million, $8.2 million, and $3.7 million, respectively.
SUMMIT is held in a TRS and pays Federal, state, and local taxes. During the years ended December 31, 2024, 2023 and 2022, we recorded Federal, state and local tax expense for SUMMIT of $0.7 million, $9.2 million, and $2.6 million, respectively.
For the year ended December 31, 2024, the Company paid distributions on its common stock of $3.16 per share which represented $0.23 per share of ordinary income and $2.93 per share of capital gains. For the year ended December 31, 2023, the Company paid distributions on its common stock of $3.25 per share which represented $0.00 per share of ordinary income, and $3.25 per share of capital gains. For the year ended December 31, 2022, the Company paid distributions on its common stock of $6.17 per share which represented $2.56 per share of ordinary income and $1.17 per share of capital gains.
We follow a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the amount of benefit that is more-likely-than-not to be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited.
Stock Based Employee Compensation Plans
We have a stock-based employee compensation plan, described more fully in Note 14, "Share-based Compensation."
For share-based awards with a performance or market measure, we recognize compensation cost over the requisite service period, using the accelerated attribution expense method. The requisite service period begins on the date the compensation committee of our Board of Directors authorizes the award, adopts any relevant performance measures and communicates the award to the employees. For programs with awards that vest based on the achievement of a performance condition or market condition, we determine whether it is probable that the performance condition will be met, and estimate compensation cost based on the fair value of the award at the applicable award date estimated using a binomial model or market quotes. For share-based awards for which there is no pre-established performance measure, we recognize compensation cost over the service vesting period, which represents the requisite service period, on a straight-line basis. In accordance with the provisions of our share-based incentive compensation plans, we accept the return of shares of the Company's common stock, at the current quoted market price, from certain key employees to satisfy minimum statutory tax-withholding requirements related to shares that vested during the period.
Awards can also be made in the form of a separate series of units of limited partnership interest in the Operating Partnership called long-term incentive plan units, or LTIP units. LTIP units, which can be granted either as free-standing awards or in tandem with other awards under our stock incentive plan, are valued by reference to the value of the Company's common stock at the time of grant and are subject to such conditions and restrictions as the compensation committee of the Company's board of directors may determine, including continued employment or service, computation of financial metrics and/or achievement of pre-established performance goals and objectives.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
The Company's stock options are recorded at fair value at the time of issuance. Fair value of the stock options is determined using the Black-Scholes option pricing model. The Black-Scholes model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our plan has characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in our opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the employee stock options.
Compensation cost for stock options, if any, is recognized over the vesting period of the award. Our policy is to grant options with an exercise price equal to the quoted closing market price of the Company's common stock on either the grant date or the date immediately preceding the grant date. Awards of stock or restricted stock are expensed as compensation over the benefit period based on the fair value of the stock on the grant date.
Derivative Instruments
In the normal course of business, we use a variety of commonly used derivative instruments, including, but not limited to, interest rate swaps, caps, collars and floors, to manage interest rate risk. Effectiveness is essential for those derivatives that we intend to qualify for hedge accounting. Some derivative instruments are associated with an anticipated transaction. In those cases, hedge effectiveness criteria also require that it be probable that the underlying transaction occurs. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract.
To determine the fair values of derivative instruments, we use a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most derivatives, long-term investments and long-term debt, standard market conventions and techniques such as discounted cash flow analysis, option pricing models, replacement cost, and termination cost are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.
In the normal course of business, we are exposed to the effect of interest rate changes and limit these risks by following established risk management policies and procedures including the use of derivatives. To address exposure to interest rates, derivatives are used primarily to fix the rate on debt based on floating-rate indices and manage the cost of borrowing obligations.
We use a variety of conventional derivative products. These derivatives include, but are not limited to, interest rate swaps, caps, collars and floors. We expressly prohibit the use of unconventional derivative instruments and using derivative instruments for trading or speculative purposes. Further, we have a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors.
We may employ swaps, forwards or purchased options to hedge qualifying forecasted transactions. Gains and losses related to these transactions are deferred and recognized in net income as interest expense in the same period or periods that the underlying transaction occurs, expires or is otherwise terminated.
Hedges that are reported at fair value and presented on the balance sheet could be characterized as cash flow hedges or fair value hedges. Interest rate caps and collars are examples of cash flow hedges. Cash flow hedges address the risk associated with future cash flows of interest payments. For all hedges held by us that meet the hedging objectives established by our corporate policy governing interest rate risk management, no net gains or losses were reported in earnings. The changes in fair value of derivative instruments designated as hedge instruments are reflected in accumulated other comprehensive income. For derivative instruments not designated as hedging instruments, the gain or loss, resulting from the change in the estimated fair value of the derivative instruments, is recognized in current earnings during the period of change.
Earnings per Share of the Company
The Company presents both basic and diluted earnings per share ("EPS") using the two-class method, which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Basic EPS includes participating securities, consisting of unvested restricted stock that receive nonforfeitable dividends similar to shares of common stock. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower EPS amount. Diluted EPS also includes units of limited partnership interest. The dilutive effect of stock options is reflected in the weighted average diluted outstanding shares calculation by application of the treasury stock method.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Earnings per Unit of the Operating Partnership
The Operating Partnership presents both basic and diluted earnings per unit ("EPU") using the two-class method, which is an earnings allocation formula that determines EPU for common units and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPU is computed by dividing the income available to common unitholders by the weighted-average number of common units outstanding for the period. Basic EPU includes participating securities, consisting of unvested restricted units that receive nonforfeitable dividends similar to shares of common units. Diluted EPU reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units, where such exercise or conversion would result in a lower EPU amount. The dilutive effect of unit options is reflected in the weighted average diluted outstanding units calculation by application of the treasury stock method.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments, debt and preferred equity investments and accounts receivable. We place our cash investments with high quality financial institutions. The collateral securing our debt and preferred equity investments is located in New York City. See Note 5, "Debt and Preferred Equity Investments."
We perform initial and ongoing evaluations of the credit quality of our tenants and require most tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant's lease obligation, they are a measure of good faith and a potential source of funds to offset the economic costs associated with lost revenue from that tenant and the costs associated with re-tenanting a space. The properties in our real estate portfolio are located in the New York metropolitan area, principally in Manhattan. Our tenants operate in various industries. Other than one tenant, Paramount Global, which accounted for 5.5% of our share of annualized cash rent as of December 31, 2024, no other tenant in our portfolio accounted for more than 5.0% of our share of annualized cash rent, including our share of joint venture annualized cash rent, as of December 31, 2024.
For the years ended December 31, 2024, 2023, and 2022, the following properties contributed more than 5.0% of our annualized cash rent from office properties, including our share of annualized cash rent from joint venture office properties:
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Property | 2024 | Property | 2023 | Property | 2022 |
One Vanderbilt Avenue | 14.7% | One Vanderbilt Avenue | 16.0% | One Vanderbilt Avenue | 14.1% |
11 Madison Avenue | 8.8% | 11 Madison Avenue | 8.3% | 245 Park Avenue | 10.0% |
420 Lexington Avenue | 7.0% | 420 Lexington Avenue | 6.7% | 11 Madison Avenue | 7.8% |
1515 Broadway | 6.7% | 1515 Broadway | 6.4% | 420 Lexington Avenue | 6.3% |
245 Park Avenue | 6.7% | 1185 Avenue of the Americas | 5.6% | 1515 Broadway | 5.8% |
1185 Avenue of the Americas | 5.9% | 280 Park Avenue | 5.5% | 1185 Avenue of the Americas | 5.1% |
280 Park Avenue | 5.2% | 245 Park Avenue | 5.5% | 280 Park Avenue | 5.1% |
As of December 31, 2024, 57.2% of our work force is covered by five collective bargaining agreements, and none of our work force is covered by collective bargaining agreements that expire before December 31, 2025. See Note 19, "Benefits Plans."
Reclassification
Certain prior year balances have been reclassified to conform to our current year presentation.
Beginning in the second quarter of 2024, we reclassified amounts recorded for certain right-of-use assets classified as operating leases from a gross presentation above accumulated depreciation to a net presentation below accumulated depreciation in our consolidated balance sheets. This includes reclassifying the related amortization that was previously included in the accumulated depreciation. We believe this presentation enhances the Company's financial statements.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Accounting Standards Updates
In November 2024, the FASB issued ASU No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The objective of this amendment is to help investors better understand a public entity's performance, better assess the entity's prospect for future cash flows, and compare the entity's performance over time and with that of other entities. The amendment will require public business entities to include a footnote disclosure about specific expenses by requiring them to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization. For any remaining items within each relevant expense caption, a qualitative disclosure is required for the amounts that are not separately disaggregated quantitatively. Additionally, the amendment provides guidance on the definition of selling expenses along with a requirement to disclose the total amount of selling expenses. The amendment does not change the requirements for the presentation of expenses on the face of the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. We are currently evaluating the impact of ASU 2024-03 on our consolidated financial statements, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The objective of the amendments in ASU 2023-09 related to the rate reconciliation and income taxes paid disclosures are to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. The amendment will require that public entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the amendment will require that all entities disclose on an annual basis the amount of taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes as well as disaggregated by individual jurisdictions that meet a quantitative threshold. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024. Early adoption and retrospective application is permitted. The Company adopted this guidance on January 1, 2025 and do not believe it will have a material impact on the Company's consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. ASU 2023-07 amends the reportable segment disclosure requirements to enhance disclosures about significant segment expenses. The objective of the amendment is to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendment will require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss (collectively referred to as the "significant expense principle"). Additionally, the amendment will require an entity to disclose an amount for "other segment items" by reportable segment and a description of its composition as well as require all the current annual disclosure requirements in ASC 280 on an interim basis, except for entity-wide disclsoures. Lastly, the amendment will require a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding to allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this guidance on January 1, 2024 and it did not have a material impact on the Company's consolidated financial statements.
In August 2023, the FASB issued ASU No. 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement. ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statements. The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital in a joint venture's financial statements and reduce diversity in practice. The amendments require that a joint venture apply the following key adaptations from the business combinations guidance upon formation: (i) a joint venture is the formation of a new entity without an accounting acquirer, (ii) a joint venture measures its identifiable net assets and goodwill, if any, at the formation date, (iii) initial measurement of a joint venture's total net assets is equal to the fair value of 100 percent of the joint venture's equity, and (iv) a joint venture provides relevant disclosures. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted in any interim or annual period in which financial statements have not yet been issued, either prospectively or retrospectively. The Company adopted this guidance on January 1, 2025 and do not believe it will have a material impact on the Company's consolidated financial statements.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
In March 2022, the FASB issued ASU No. 2022-02 Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminates the troubled debt restructuring recognition and measurement guidance and, instead, requires that an entity evaluate whether the modification represents a new loan or a continuation of an existing loan. The amendments enhance existing disclosure requirements and introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulties. Additionally, ASU 2022-02 requires an entity to disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for entities in accordance with Subtopic 326-20, which requires that an entity disclose the amortized cost basis of financing receivables by credit-quality indicator and class of financing receivable by year of origination. ASU 2022-02 is effective for reporting periods beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this guidance on January 1, 2023 and it did not have a material impact on the Company's consolidated financial statements.
3. Property Acquisitions and Consolidations
2024 Acquisitions
During the year ended December 31, 2024, we did not acquire any properties from a third party.
2024 Property Consolidations
The following table summarizes the properties consolidated during the year ended December 31, 2024:
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Property | | Consolidation Date | | Property Type | | Approximate Square Feet | | Gross Asset Valuation (in millions) |
100 Park Avenue (1) | | December 2024 | | Fee Interest | | 834,000 | | $ | 441.0 | |
10 East 53rd Street (2) | | March 2024 | | Fee Interest | | 354,300 | | 236.0 | |
(1)In December 2024, the Company amended the joint venture agreement with its partner. As a result of the amended terms, it was concluded that the joint venture is a VIE in which the Company is the primary beneficiary, and the investment was consolidated in our financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value which resulted in the recognition of a positive fair value adjustment of $117.8 million, which is included in Purchase price and other fair value adjustments in the consolidated statements of operations. Prior to December 2024, the investment was accounted for under the equity method. See Note 16, "Fair Value Measurements."
(2)In March 2024, the Company entered into an agreement to acquire its partner's 45.0% interest in the joint venture for cash consideration of $7.2 million, which is net of all outstanding debt obligations at contract signing. As a result of the contract terms, it was concluded that the joint venture is a VIE in which the Company is the primary beneficiary, and the investment was consolidated in our financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value which resulted in the recognition of a negative fair value adjustment of ($55.7 million), which is included in Purchase price and other fair value adjustments in the consolidated statements of operations. Prior to March 2024, the investment was accounted for under the equity method. In December 2024, the Company closed on the acquisition of the partner's interest. See Note 16, "Fair Value Measurements."
2023 Acquisitions
During the year ended December 31, 2023, we did not acquire any properties from a third party.
2022 Acquisitions
The following table summarizes the properties acquired during the year ended December 31, 2022:
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Property | | Acquisition Date | | Property Type | | Approximate Square Feet | | Gross Asset Valuation (in millions) |
245 Park Avenue (1) | | September 2022 | | Fee Interest | | 1,782,793 | | $ | 1,960.0 | |
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(1)On October 31, 2021, HNA, through an affiliated entity, filed for Chapter 11 bankruptcy protection on account of its investment in 245 Park Avenue, together with another asset in Chicago. On July 8, 2022, certain of the debtors and affiliates of SL Green entered into a Plan Sponsorship and Investment Agreement (the "Plan"). Since the debtors did not receive any qualifying bids for the property and the Plan was confirmed, SL Green acquired full ownership and control of the property in September 2022, at which time our outstanding preferred equity and accrued interest balance were credited to our equity investment in the property. We recorded the assets acquired and liabilities assumed at fair value.
4. Properties Held for Sale and Property Dispositions
Properties Held for Sale
As of December 31, 2024 and 2023, no properties were classified as held for sale.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Property Dispositions
The following table summarizes the properties sold during the years ended December 31, 2024, 2023, and 2022:
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Property | | Disposition Date | | Property Type | | Unaudited Approximate Usable Square Feet | | Sales Price (1) (in millions) | | (Loss) Gain on Sale (2) (in millions) |
Giorgio Armani Residences at 760 Madison Avenue (3 Condominium Units) (3) | | December 2024 | | Fee Interest | | 13,590 | | | $ | 63.5 | | | $ | (1.5) | |
Palisades Premier Conference Center | | July 2024 | | Fee Interest | | 450,000 | | | 26.3 | | | 7.3 | |
719 Seventh Avenue | | June 2024 | | Fee Interest | | 10,040 | | | 30.5 | | | (2.0) | |
245 Park Avenue (4) | | June 2023 | | Fee Interest | | 1,782,793 | | | 1,995.0 | | | (28.3) | |
885 Third Avenue - Office Condominium Units (5) | | December 2022 | | Fee / Leasehold Interest | | 414,317 | | | 300.4 | | | (24.0) | |
609 Fifth Avenue | | June 2022 | | Fee Interest | | 138,563 | | | 100.5 | | | (80.2) | |
1591-1597 Broadway | | May 2022 | | Fee Interest | | 7,684 | | | 121.0 | | | (4.5) | |
1080 Amsterdam Avenue | | April 2022 | | Leasehold Interest | | 85,250 | | | 42.7 | | | 17.9 | |
707 Eleventh Avenue | | February 2022 | | Fee Interest | | 159,720 | | | 95.0 | | | (0.8) | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
(1)Sales price represents the gross sales price for a property or the gross asset valuation for interests in a property.
(2)The (losses) gains on sale are net of $5.1 million, $11.3 million, and $11.2 million of employee compensation accrued in connection with the realization of the investment dispositions during the years ended December 31, 2024, 2023, and 2022, respectively. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
(3)The remaining condominium units at 760 Madison are under contract and expected to close once completed in the first quarter of 2025.
(4)In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of the 50.1% interest we retained. We recorded our retained investment at fair value which resulted in the recognition of a fair value adjustment of ($17.0 million) that is reflected in the Company's consolidated statements of operations within Purchase price and other fair value adjustments. See Note 6, "Investments in Unconsolidated Joint Venture" and Note 16, " Fair Value Measurements."
(5)In December 2022, the Company sold 414,317 square feet of office leasehold condominium units at the property. The Company retained the remaining 218,796 square feet of the building.
5. Debt and Preferred Equity Investments
Below is a summary of the activity in our debt and preferred equity investments for the years ended December 31, 2024 and 2023 (in thousands):
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Balance at beginning of year (1) | $ | 346,745 | | | $ | 623,280 | |
Debt investment originations/fundings/accretion (2) | 12,890 | | | 72,160 | |
Preferred equity investment originations/accretion (2) (3) | 8,720 | | | 8,142 | |
Redemptions/sales/syndications/equity ownership/amortization | (64,629) | | | (349,947) | |
Net change in loan loss reserves | — | | | (6,890) | |
Balance at end of period (1) (4) | $ | 303,726 | | | $ | 346,745 | |
(1)Net of unamortized fees, discounts, and premiums.
(2)Accretion includes amortization of fees and discounts and paid-in-kind investment income.
(3)Excludes a $214.7 million preferred equity investment that is included in Investment in unconsolidated joint ventures in our consolidated balance sheet. See Note 6, "Investments in Unconsolidated Joint Ventures."
(4)Includes two investments with a total carrying value of $53.5 million that are included in the Company's alternative strategy portfolio.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Below is a summary of our debt and preferred equity investments as of December 31, 2024 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Floating Rate | | Fixed Rate | | Total Carrying Value | | Senior Financing | Maturity(2) |
Type | Carrying Value | Face Value | Interest Rate (1) | | Carrying Value | Face Value | Interest Rate | | |
| | | | | | | | | | | | |
Mezzanine Debt | $ | 117,006 | | $ | 117,160 | | S + 5.06 - 11.75% | | $ | 50,000 | | $ | 50,000 | | 8.00 - 8.40% | | $ | 167,006 | | (3) | $ | 812,021 | | 2025 - 2029 |
Preferred Equity (4) | — | | — | | — | | 136,720 | | 136,720 | | 6.5% | | 136,720 | | | 250,000 | | 2027 | |
Balance at end of period | $ | 117,006 | | $ | 117,160 | | | | $ | 186,720 | | $ | 186,720 | | | | $ | 303,726 | | | $ | 1,062,021 | | |
(1)Floating interest rates are presented with the stated spread over Term SOFR ("S").
(2)Excludes available extension options to the extent they have not been exercised as of the date of this filing.
(3)Includes two investments with a total carrying value of $53.5 million that are included in the Company's alternative strategy portfolio.
(4)Excludes a $214.7 million preferred equity investment that is included in Investment in unconsolidated joint ventures in our consolidated balance sheet. See Note 6, "Investments in Unconsolidated Joint Ventures."
The following table is a roll forward of our total allowance for loan losses for the years ended December 31, 2024, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Balance at beginning of year | $ | 13,520 | | | $ | 6,630 | | | $ | 6,630 | |
Current period provision for loan loss | — | | | 6,890 | | | — | |
| | | | | |
Balance at end of period | $ | 13,520 | | (1) | $ | 13,520 | | (1) | $ | 6,630 | |
(1)As of December 31, 2024, all financing receivables on non-accrual had an allowance for loan loss except for one debt investment with a carrying value of $53.5 million, which is included in the Company's alternative strategy portfolio.
As of December 31, 2024, one investment, which is fully reserved, was not performing in accordance with its respective terms. As of December 31, 2023, two investments with a carrying value, net of reserves, of $49.8 million were not performing in accordance with their respective terms. This is further discussed in the Debt Investments and Preferred Equity Investments tables below.
No other financing receivables were 90 days past due as of December 31, 2024 and December 31, 2023.
The following table sets forth the carrying value of our debt and preferred equity investment portfolio by risk rating as of December 31, 2024 and 2023 (dollars in thousands):
| | | | | | | | | | | | | | |
Risk Rating | | December 31, 2024 | | December 31, 2023 |
1 - Low Risk Assets - Low probability of loss | | $ | 156,720 | | | $ | 210,333 | |
2 - Watch List Assets - Higher potential for loss (1) | | 147,006 | | | 136,412 | |
3 - High Risk Assets - Loss more likely than not | | — | | | — | |
| | $ | 303,726 | | | $ | 346,745 | |
(1)Includes two investments with a total carrying value of $53.5 million that are included in the Company's alternative strategy portfolio.
The following table sets forth the carrying value of our debt and preferred equity investment portfolio by year of origination and risk rating as of December 31, 2024 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, |
Risk Rating | | 2024(1) | | 2023(1) | | 2022(1) | | Prior(1)(2) | | Total |
1 - Low Risk Assets - Low probability of loss | | $ | — | | | $ | — | | | $ | — | | | $ | 156,720 | | | $ | 156,720 | |
2 - Watch List Assets - Higher potential for loss | | — | | | — | | | — | | | 147,006 | | (3) | 147,006 | |
3 - High Risk Assets - Loss more likely than not | | — | | | — | | | — | | | — | | | — | |
| | $ | — | | | $ | — | | | $ | — | | | $ | 303,726 | | | $ | 303,726 | |
(1)Year in which the investment was originated or acquired by us or in which a material modification occurred.
(2)During the year ended December 31, 2023, we recognized a $6.9 million provision for loan loss related to an investment originated prior to 2021.
(3)Includes two investments with a total carrying value of $53.5 million that are included in the Company's alternative strategy portfolio.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
We have determined that we have one portfolio segment of financing receivables as of December 31, 2024 and 2023 comprised of commercial real estate which is primarily recorded in debt and preferred equity investments.
Included in Other assets is an additional amount of financing receivables representing loans to joint venture partners totaling $23.7 million and $8.8 million as of December 31, 2024 and 2023, respectively. The Company recorded no provisions for loan losses related to these financing receivables for the years ended December 31, 2024 and 2023, respectively. All of these loans have a risk rating of 2 and were performing in accordance with their respective terms.
Debt Investments
As of December 31, 2024 and 2023, we held the following debt investments with an aggregate weighted average current yield of 6.02% as of December 31, 2024 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | December 31, 2023 | | |
Loan Type | | Future Funding Obligations | | Senior Financing | | Carrying Value (1) | | Carrying Value (1) | | Maturity Date (2) |
Fixed Rate Investments: | | | | | | | | | | |
Mezzanine Loan (3) (4) (5) | | $ | — | | | $ | 105,000 | | | $ | 13,366 | | | $ | 13,366 | | | January 2025 |
Mezzanine Loan (6) | | — | | | 95,000 | | | 30,000 | | | 30,000 | | | January 2025 |
Mezzanine Loan | | — | | | 85,000 | | | 20,000 | | | 20,000 | | | December 2029 |
Total fixed rate | | $ | — | | | $ | 285,000 | | | $ | 63,366 | | | $ | 63,366 | | | |
Floating Rate Investments: | | | | | | | | | | |
Mezzanine Loan | | $ | — | | | $ | 54,000 | | | $ | 8,991 | | | $ | 8,243 | | | July 2025 |
Mezzanine Loan (5) (7) | | — | | | 283,000 | | | 53,687 | | | 50,000 | | | December 2025 |
Mezzanine Loan | | 4,603 | | | 190,021 | | | 54,482 | | | 48,323 | | | January 2026 |
Mezzanine Loan | | — | | | — | | | — | | | 62,333 | | | May 2024 |
Total floating rate | | $ | 4,603 | | | $ | 527,021 | | | $ | 117,160 | | | $ | 168,899 | | | |
Allowance for loan loss | | $ | — | | | $ | — | | | $ | (13,520) | | | $ | (13,520) | | | |
Total | | $ | 4,603 | | | $ | 812,021 | | | $ | 167,006 | | | $ | 218,745 | | | |
(1)Carrying value is net of discounts, premiums, original issue discounts and deferred origination fees.
(2)Represents contractual maturity, excluding any extension options to the extent they have not been exercised as of the date of this filing.
(3)Carrying value is net of a $12.0 million participation that was sold and did not meet the conditions for sale accounting, which is included in Other assets and Other liabilities on the consolidated balance sheets.
(4)This loan went into default and was put on non-accrual in June 2020 and remains on non-accrual as of December 31, 2024. No investment income has been recognized subsequent to it being put on non-accrual. In the first quarter of 2023, the Company fully reserved the balance of the investment. Additionally, we determined the borrower entity to be a VIE in which we are not the primary beneficiary.
(5)Included in the Company's alternative strategy portfolio.
(6)The Company is in discussions with the borrower with respect to the loan.
(7)This loan was put on non-accrual in January 2023 and remains on non-accrual as of December 31, 2024. No investment income has been recognized since it was put on non-accrual. In December 2024, the maturity date of the loan was extended to December 2025. Additionally, we determined the borrower entity to be a VIE in which we are not the primary beneficiary.
Preferred Equity Investments
As of December 31, 2024 and 2023, we held the following preferred equity investments with an aggregate weighted average current yield of 6.55% as of December 31, 2024 (dollars in thousands), excluding a $214.7 million preferred equity investment that is included in Investment in unconsolidated joint ventures in our consolidated balance sheet:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 | | December 31, 2023 | | |
Type | | Future Funding Obligations | | Senior Financing | | Carrying Value (1) | | Carrying Value (1) | | Mandatory Redemption (2) |
Preferred Equity | | $ | — | | | $ | 250,000 | | | $ | 136,720 | | | $ | 128,000 | | | February 2027 |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Total | | $ | — | | | $ | 250,000 | | | $ | 136,720 | | | $ | 128,000 | | | |
(1)Carrying value is net of deferred origination fees.
(2)Represents contractual redemption, excluding any unexercised extension options.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
6. Investments in Unconsolidated Joint Ventures
We have investments in several real estate joint ventures with various third-party partners. As of December 31, 2024, the book value of these investments was $2.7 billion, net of investments with negative book values totaling $150.5 million for which we have an implicit commitment to fund future capital needs.
As of December 31, 2024, 800 Third Avenue and our preferred equity investment in 625 Madison Avenue are VIEs in which we are not the primary beneficiary. As of December 31, 2023, 800 Third Avenue and 625 Madison Avenue were VIEs in which we are not the primary beneficiary. Our net equity investment in these VIEs was $263.8 million as of December 31, 2024, and $437.9 million as of December 31, 2023. Our maximum loss is limited to the amount of our equity investment in these VIEs. See the "Principles of Consolidation" section of Note 2, "Significant Accounting Policies." All other investments below are voting interest entities. As we have the ability to exercise significant influence over, but do not control, the joint ventures listed below, we account for them under the equity method of accounting.
The table below provides general information on each of our joint ventures as of December 31, 2024:
| | | | | | | | | | | | |
Property | Partner | | Economic Interest (1) | Unaudited Approximate Square Feet |
800 Third Avenue | Private Investors | | 60.52% | 526,000 | |
919 Third Avenue | New York State Teacher's Retirement System | | 51.00% | 1,454,000 | |
11 West 34th Street (2) | Private Investor / Wharton Properties | | 30.00% | 17,150 | |
280 Park Avenue | Vornado Realty Trust | | 50.00% | 1,219,158 | |
1552-1560 Broadway (2) (3) | Wharton Properties | | 50.00% | 57,718 | |
650 Fifth Avenue (2) (4) | Wharton Properties | | 50.00% | 69,214 | |
11 Madison Avenue | PGIM Real Estate | | 60.00% | 2,314,000 | |
One Vanderbilt Avenue (5) | National Pension Service of Korea / Hines Interest LP / Mori Building Co., Ltd | | 60.01% | 1,657,198 | |
Worldwide Plaza (2) (6) | RXR Realty / New York REIT | | 24.95% | 2,048,725 | |
1515 Broadway | Allianz Real Estate of America | | 56.87% | 1,750,000 | |
2 Herald Square (2) (7) (8) | Israeli Institutional Investor | | 95.00% | 369,000 | |
115 Spring Street (2) (9) | Private Investor | | 51.00% | 5,218 | |
15 Beekman (10) | A fund managed by Meritz Alternative Investment Management | | 20.00% | 221,884 | |
85 Fifth Avenue (11) | Wells Fargo | | 36.27% | 12,946 | |
One Madison Avenue (12) | National Pension Service of Korea / Hines Interest LP / International Investor | | 25.50% | 1,048,700 | |
220 East 42nd Street | A fund managed by Meritz Alternative Investment Management | | 51.00% | 1,135,000 | |
450 Park Avenue (13) | Korean Institutional Investor / Israeli Institutional Investor | | 25.10% | 337,000 | |
245 Park Avenue (14) | U.S. Affiliate of Mori Trust Co., Ltd | | 50.10% | 1,782,793 | |
625 Madison Avenue (15) | Private Investor | | 90.93% | 563,000 | |
(1)Economic interest represent the Company's interests in the joint venture as of December 31, 2024. Changes in economic interests within the current year are disclosed in the notes below.
(2)Included in the Company's alternative strategy portfolio.
(3)The joint venture owns a long-term leasehold interest in the retail space and certain other spaces at 1560 Broadway, which is adjacent to 1552 Broadway. In December 2023, following an assessment of the investment for recoverability, the Company recorded a charge of $8.1 million, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations.
(4)The joint venture owns a long-term leasehold interest in the retail space at 650 Fifth Avenue.
(5)In November 2024, the Company sold an additional 11% interest in the joint venture. The Company retained a 60.01% ownership interest in the investment and recognized a $187.6 million gain in Equity in net gain (loss) on sale of interest in unconsolidated joint venture/real estate.
(6)In December 2024, following an assessment of the investment for recoverability, the Company recorded a charge of $72.6 million, which is included in Equity in net loss from unconsolidated joint ventures in the consolidated statements of operations.
(7)In December 2023, following an assessment of the property and the investment for recoverability, the Company recorded a charge of $101.7 million, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. In January 2024, the Company closed on the acquisition of interests in the joint venture that owns the leasehold interest for no consideration, which increases the Company's interest in the joint venture to 95.0%. In addition, in February 2024, the joint venture settled the previously existing $182.5 million mortgage on the property for a net payment of $7.0 million.
(8)In December 2024, following an assessment of the investment for recoverability, the Company recorded a charge of $20.4 million, which is included in Equity in net loss from unconsolidated joint ventures in the consolidated statements of operations.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
(9)In December 2024, following an assessment of the property for recoverability, the Company recognized a charge of $11.7 million, which is included in Equity in net loss from unconsolidated joint ventures in the consolidated statements of operations.
(10)In 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company.
(11)In December 2024, following an assessment of the property and investment for recoverability, the Company recorded a charge of $12.0 million, which is included in Equity in net loss from unconsolidated joint ventures in the consolidated statements of operations.
(12)In 2021, the Company admitted an additional partner to the development project with the partner's indirect ownership in the joint venture totaling 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets at December 31, 2024 and 2023.
(13)The 25.1% economic interest reflected in this table excludes a 25.0% economic interest held by a third party. The third-party's economic interest is held in a joint venture that we consolidate as a 50.1% ownership interest. The third-party's 25.0% economic interest is recognized in Noncontrolling interests in other partnerships on our consolidated balance sheet. A separate third-party owns the remaining 49.9% economic interest in the property.
(14)In June 2023, the Company sold a 49.9% interest, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of ($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the joint venture agreement.
(15)In September 2023, following a UCC foreclosure, the Company converted its previous mezzanine debt investments in the fee interest to a 90.43% ownership interest. See Note 5, "Debt and Preferred Equity Investments." In December 2023, together with its joint venture partner, the Company entered into a contract to sell the fee ownership in the property. In connection with this contract, the Company recorded a charge of $23.1 million, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations. In connection with the sale, which closed in May 2024, the Company, together with its joint venture partner, originated a $235.4 million preferred equity investment in the property with a mandatory redemption date of December 2026. The Company's share, net of unamortized discounts, is $214.7 million with an aggregate weighted average current yield of 8.86% as of December 31, 2024.
Disposition of Joint Venture Interests or Properties
The following table summarizes the investments in unconsolidated joint ventures sold during the years ended December 31, 2024, 2023, and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Ownership Interest Sold | | Disposition Date | | Gross Asset Valuation (in millions) | | Gain (Loss) on Sale (in millions) (1) (2) |
One Vanderbilt Avenue | | 11.00% | | November 2024 | | $ | 4,700.0 | | | $ | 187.6 | |
625 Madison Avenue (3) | | 90.43% | | May 2024 | | 634.6 | | | (7.6) | |
717 Fifth Avenue | | 10.92% | | January 2024 | | 963.0 | | | 26.9 | |
21 East 66th Street | | 32.28% | | December 2023 | | 40.6 | | | (12.7) | |
121 Greene Street | | 50.00% | | February 2023 | | 14.0 | | | (0.3) | |
Stonehenge Portfolio | | Various | | April 2022 | | 1.0 | | | — | |
| | | | | | | | |
| | | | | | | | |
(1)Represents the Company's share of the gain or loss
(2)For the years ended December 31, 2024 and December 31, 2023, the (losses) gains on sale are net of $16.8 million and $2.0 million, respectively, of employee compensation accrued in connection with the realization of the investment dispositions. There was no amount accrued for employee compensation in the year ended December 31, 2022. Additionally, amounts do not include adjustments for expenses recorded in subsequent periods.
(3)In connection with the sale of the fee ownership interest, the Company, together with its joint venture partner, originated a $235.4 million preferred equity investment in the property with a mandatory redemption date of December 2026. The Company's share, net of unamortized discounts, is $214.7 million with an aggregate weighted average current yield of 8.86% as of December 31, 2024. Prior to the completion of the sale, the Company recorded a charge of $5.9 million for capital contributions required during the three months ended March 31, 2024 while the investment was under contract, which is included in Depreciable real estate reserves and impairments in the consolidated statements of operations
Joint Venture Mortgages and Other Loans Payable
We generally finance our joint ventures with non-recourse debt. In certain cases we may provide guarantees or master leases, which terminate upon the satisfaction of specified circumstances or repayment of the underlying loans. The mortgage notes and other loans payable collateralized by the respective joint venture properties and assignment of leases as of December 31, 2024 and 2023, respectively, are as follows (dollars in thousands):
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Principal Outstanding | | Principal Outstanding |
| | Economic | | Current Maturity | Final Maturity | | Interest | | December 31, 2024 | | December 31, 2023 |
Property | | Interest (1) | | Date | Date (2) | |
Rate (3) | | Gross | | SLG Share | | Gross | | SLG Share |
Fixed Rate Debt: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
650 Fifth Avenue (4) | | 50.00 | % | | February 2025 (5) | July 2025 | | | 5.45% | | $ | 65,000 | | | $ | 32,500 | | | $ | 65,000 | | | $ | 32,500 | |
115 Spring Street (4) | | 51.00 | % | | March 2025 | March 2025 | | | 5.50% | | 65,550 | | | 33,431 | | | 65,550 | | | 33,431 | |
450 Park Avenue | | 25.10 | % | | June 2025 | June 2027 | | | 6.10% | | 284,835 | | | 71,494 | | | 271,394 | | | 68,120 | |
11 Madison Avenue | | 60.00 | % | | September 2025 | September 2025 | | | 3.84% | | 1,400,000 | | | 840,000 | | | 1,400,000 | | | 840,000 | |
15 Beekman | | 20.00 | % | | January 2026 | January 2028 | | | 5.99% | | 120,000 | | | 24,000 | | | — | | | — | |
800 Third Avenue | | 60.52 | % | | February 2026 | February 2026 | | | 3.37% | | 177,000 | | | 107,120 | | | 177,000 | | | 107,120 | |
1515 Broadway | | 56.87 | % | | March 2026 | March 2028 | | | 3.93% | | 740,947 | | | 421,369 | | | 762,002 | | | 433,344 | |
919 Third Avenue | | 51.00 | % | | April 2026 | April 2028 | | | 6.11% | | 500,000 | | | 255,000 | | | 500,000 | | | 255,000 | |
280 Park Avenue | | 50.00 | % | | September 2026 | September 2028 | | | 5.84% | | 1,075,000 | | | 537,500 | | | — | | | — | |
245 Park Avenue | | 50.10 | % | | June 2027 | June 2027 | | | 4.30% | | 1,768,000 | | | 885,768 | | | 1,768,000 | | | 885,768 | |
One Madison Avenue (6) | | 25.50 | % | | November 2027 | November 2027 | | | 7.10% | | 658,357 | | | 167,881 | | | 733,103 | | | 186,941 | |
Worldwide Plaza (4) | | 24.95 | % | | November 2027 | November 2027 | | | 3.98% | | 1,200,000 | | | 299,400 | | | 1,200,000 | | | 299,400 | |
220 East 42nd Street | | 51.00 | % | | December 2027 | December 2027 | | | 6.77% | | 496,412 | | | 253,170 | | | 505,412 | | | 257,760 | |
One Vanderbilt Avenue | | 60.01 | % | | July 2031 | July 2031 | | | 2.95% | | 3,000,000 | | | 1,800,300 | | | 3,000,000 | | | 2,130,300 | |
5 Times Square (7) | | | | | | | | | | — | | | — | | | 477,783 | | | 150,740 | |
625 Madison Avenue | | | | | | | | | | — | | | — | | | 199,987 | | | 180,848 | |
10 East 53rd Street | | | | | | | | | | — | | | — | | | 220,000 | | | 121,000 | |
717 Fifth Avenue | | | | | | | | | | — | | | — | | | 655,328 | | | 71,536 | |
Total fixed rate debt | | | | | | | | $ | 11,551,101 | | | $ | 5,728,933 | | | $ | 12,000,559 | | | $ | 6,053,808 | |
| | | | | | | | | | | | | | | | |
Floating Rate Debt: | | | | | | | | | | | | | | | | |
11 West 34th Street (4) | | 30.00 | % | | February 2023 (8) | February 2023 (8) | | L+ | 1.45% | | $ | 23,000 | | | $ | 6,900 | | | $ | 23,000 | | | $ | 6,900 | |
1552 Broadway (4) | | 50.00 | % | | February 2024 (9) | February 2024 (9) | | S+ | 2.75% | | 193,132 | | | 96,566 | | | 193,133 | | | 96,567 | |
650 Fifth Avenue (4) | | 50.00 | % | | February 2025 (5) | July 2025 | | S+ | 2.25% | | 210,000 | | | 105,000 | | | 210,000 | | | 105,000 | |
One Madison Avenue (6) | | 25.50 | % | | November 2027 | November 2027 | | S+ | 3.10% | | 354,757 | | | 90,463 | | | — | | | — | |
100 Park Avenue | | | | | | | | | | — | | | — | | | 360,000 | | | 179,640 | |
5 Times Square (7) | | | | | | | | | | — | | | — | | | 610,010 | | | 192,458 | |
280 Park Avenue | | | | | | | | | | — | | | — | | | 1,200,000 | | | 600,000 | |
2 Herald Square | | | | | | | | | | — | | | — | | | 182,500 | | | 93,075 | |
15 Beekman | | | | | | | | | | — | | | — | | | 124,137 | | | 24,827 | |
Total floating rate debt | | | | | | | | $ | 780,889 | | | $ | 298,929 | | | $ | 2,902,780 | | | $ | 1,298,467 | |
Total joint venture mortgages and other loans payable | | | | | $ | 12,331,990 | | | $ | 6,027,862 | | | $ | 14,903,339 | | | $ | 7,352,275 | |
Deferred financing costs, net | | | | | (97,729) | | | (49,058) | | | (104,062) | | | (54,865) | |
Total joint venture mortgages and other loans payable, net | | | | | $ | 12,234,261 | | | $ | 5,978,804 | | | $ | 14,799,277 | | | $ | 7,297,410 | |
(1)Economic interest represents the Company's interests in the joint venture as of December 31, 2024. Changes in ownership or economic interests, if any, within the current year are disclosed in the notes to the investment in unconsolidated joint ventures table above.
(2)Reflects exercise of all available extension options. The ability to exercise extension options may be subject to certain conditions, including the operating performance of the property.
(3)Interest rates as of December 31, 2024, taking into account interest rate hedges at the joint venture. Corporate interest rate hedges are not taken into consideration. Floating rate debt is presented with the stated spread over Term SOFR ("S").
(4)Included in the Company's alternative strategy portfolio.
(5)In February 2025, the maturity date of the loan was extended to July 2025.
(6)The loan is a $1.25 billion construction facility, which was fully extended to November 2027. Advances under the loan are subject to costs incurred. In conjunction with the loan, the Company provided partial guarantees for interest and principal payments, the amounts of which are based on certain construction milestones and operating metrics.
(7)In the fourth quarter of 2024, the Company recorded a $146.4 million charge, which is included in Equity in net loss from unconsolidated joint ventures. The Company no longer has an ownership interest in the property.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
(8)The Company's joint venture partner is in discussions with the lender on resolution of the past maturity.
(9)The Company is in discussions with the lender on resolution of the past maturity.
We are entitled to receive fees for providing management, leasing, construction supervision and asset management services to certain of our joint ventures. We earned $21.9 million, $21.1 million and $24.0 million from these services, net of our ownership share of the joint ventures, for the years ended December 31, 2024, 2023, and 2022, respectively. In addition, we have the ability to earn incentive fees based on the ultimate financial performance of certain of the joint venture properties.
The combined balance sheets for the unconsolidated joint ventures, as of December 31, 2024 and 2023, are as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Assets (1) | | | |
Commercial real estate property, net | $ | 15,327,542 | | | $ | 17,561,406 | |
Cash and restricted cash | 649,426 | | | 656,038 | |
Tenant and other receivables, related party receivables, and deferred rents receivable | 621,748 | | | 673,532 | |
Debt and preferred equity investments, net | 236,512 | | | — | |
Right-of-use assets | 919,658 | | | 905,934 | |
Other assets | 1,739,549 | | | 2,584,765 | |
Total assets | $ | 19,494,435 | | | $ | 22,381,675 | |
Liabilities and equity (1) | | | |
Mortgages and other loans payable, net | $ | 12,234,261 | | | $ | 14,799,277 | |
Deferred revenue | 956,217 | | | 1,108,180 | |
Lease liabilities | 1,008,085 | | | 990,276 | |
Other liabilities | 519,582 | | | 447,705 | |
Equity | 4,776,290 | | | 5,036,237 | |
Total liabilities and equity | $ | 19,494,435 | | | $ | 22,381,675 | |
Company's investments in unconsolidated joint ventures | $ | 2,690,138 | | | $ | 2,983,313 | |
(1)As of December 31, 2024, $480.8 million of net unamortized basis differences between the amount at which our investments are carried and our share of equity in net assets of the underlying property will be amortized through equity in net income (loss) from unconsolidated joint ventures over the remaining life of the underlying items having given rise to the differences.
The combined statements of operations for the unconsolidated joint ventures, from acquisition date through the years ended December 31, 2024, 2023, and 2022 are as follows (unaudited, in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Total revenues | $ | 1,484,459 | | | $ | 1,525,044 | | | $ | 1,339,364 | |
Operating expenses | 259,558 | | | 253,630 | | | 240,002 | |
Real estate taxes | 297,520 | | | 287,462 | | | 252,806 | |
Operating lease rent | 33,207 | | | 29,048 | | | 26,152 | |
Interest expense, net of interest income | 573,148 | | | 574,032 | | | 431,865 | |
Amortization of deferred financing costs | 21,289 | | | 28,157 | | | 27,754 | |
| | | | | |
Depreciation and amortization | 538,390 | | | 516,466 | | | 465,100 | |
Total expenses | $ | 1,723,112 | | | $ | 1,688,795 | | | $ | 1,443,679 | |
Gain (loss) on early extinguishment of debt | 233,704 | | | — | | | (467) | |
Depreciable real estate reserves and impairments | (181,798) | | | — | | | — | |
Net loss before gain (loss) on sale | $ | (186,747) | | | $ | (163,751) | | | $ | (104,782) | |
Company's equity in net loss from unconsolidated joint ventures | $ | (179,695) | | | $ | (76,509) | | | $ | (57,958) | |
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
7. Deferred Costs
Deferred costs as of December 31, 2024 and 2023 consisted of the following (in thousands):
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Deferred leasing costs | $ | 426,055 | | | $ | 399,224 | |
Less: accumulated amortization | (308,923) | | | (287,761) | |
Deferred costs, net | $ | 117,132 | | | $ | 111,463 | |
8. Mortgages and Other Loans Payable
The mortgages and other loans payable collateralized by the respective properties and assignment of leases or debt investments as of December 31, 2024 and 2023, respectively, were as follows (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property | | Current Maturity Date | Final Maturity Date (1) | | Interest Rate (2) | | December 31, 2024 | | December 31, 2023 |
Fixed Rate Debt: | | | | | | | | | | |
10 East 53rd Street | | May 2025 | May 2028 | | | 5.45% | | $ | 205,000 | | | $ | — | |
100 Church Street | | June 2025 | June 2027 | | | 5.89% | | 370,000 | | | 370,000 | |
7 Dey / 185 Broadway | | November 2025 | November 2026 | | | 6.65% | | 190,148 | | | 190,148 | |
Landmark Square | | January 2027 | January 2027 | | | 4.90% | | 100,000 | | | 100,000 | |
485 Lexington Avenue | | February 2027 | February 2027 | | | 4.25% | | 450,000 | | | 450,000 | |
420 Lexington Avenue | | October 2040 | October 2040 | | | 8.24% | | 272,326 | | | 277,238 | |
Total fixed rate debt | | | | | | | | $ | 1,587,474 | | | $ | 1,387,386 | |
Floating Rate Debt: | | | | | | | | | | |
CMBS Repurchase Facility | | June 2025 | June 2025 | | S+ | 1.75% | | $ | 3,550 | | | $ | — | |
100 Park Avenue | | June 2025 | December 2027 | | S+ | 2.25% | | 360,000 | | | — | |
690 Madison Avenue | | | | | | | | — | | | 60,000 | |
719 Seventh Avenue | | | | | | | | — | | | 50,000 | |
Total floating rate debt | | | | | | | | $ | 363,550 | | | $ | 110,000 | |
| | | | | | | | | | |
| | | | | | | |
Total mortgages and other loans payable | | | | | | | | $ | 1,951,024 | | | $ | 1,497,386 | |
Deferred financing costs, net of amortization | | | | | | | | (6,389) | | | (6,067) | |
Total mortgages and other loans payable, net | | | | | | | | $ | 1,944,635 | | | $ | 1,491,319 | |
(1)Reflects exercise of all available extension options. The ability to exercise extension options may be subject to certain conditions, including the operating performance of the property.
(2)Interest rate as of December 31, 2024, taking into account interest rate hedges in effect during the period. Floating rate debt is presented with the stated spread over Term SOFR ("S"), unless otherwise specified.
As of December 31, 2024 and 2023, the gross book value of the properties collateralizing the mortgages and other loans payable was approximately $2.2 billion and $1.9 billion, respectively.
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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
9. 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 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).
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 in a private placement.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
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.
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.
Principal Maturities
Combined aggregate principal maturities of mortgages and other loans payable, the 2021 credit facility, trust preferred securities, senior unsecured notes and our share of joint venture debt as of December 31, 2024, including as-of-right extension options but excluding other extension options, were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Scheduled Amortization | | Principal | | Revolving Credit Facility | | Unsecured Term Loans | | Trust Preferred Securities | | Senior Unsecured Notes | | Total | | Company's Share of Joint Venture Debt |
2025 | — | | | 373,551 | | | — | | | — | | | — | | | 100,000 | | | $ | 473,551 | | | 1,198,400 | |
2026 | — | | | 190,148 | | | — | | | 100,000 | | | — | | | — | | | 290,148 | | | 936,639 | |
2027 | — | | | 910,000 | | | 320,000 | | | 1,050,000 | | | — | | | — | | | 2,280,000 | | | 1,710,229 | |
2028 | — | | | 205,000 | | | — | | | — | | | — | | | — | | | 205,000 | | | 382,294 | |
2029 | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Thereafter | — | | | 272,325 | | | — | | | — | | | 100,000 | | | — | | | 372,325 | | | 1,800,300 | |
Total | $ | — | | | $ | 1,951,024 | | | $ | 320,000 | | | $ | 1,150,000 | | | $ | 100,000 | | | $ | 100,000 | | | $ | 3,621,024 | | | $ | 6,027,862 | |
Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Interest expense before capitalized interest | $ | 196,334 | | | $ | 228,840 | | | $ | 166,493 | |
Interest on financing leases | 4,502 | | | 4,446 | | | 4,555 | |
Capitalized interest | (50,148) | | | (95,980) | | | (82,444) | |
Amortization of discount on assumed debt | 494 | | | 2,842 | | | 1,855 | |
Interest income | (3,962) | | | (3,034) | | | (986) | |
Interest expense, net | $ | 147,220 | | | $ | 137,114 | | | $ | 89,473 | |
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
10. 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 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 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."
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."
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
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.
Other
We receive fees for providing management, leasing, construction supervision, and asset management services to certain of our joint ventures as further described in Note 6, "Investments in Unconsolidated Joint Ventures." Amounts due from joint ventures, inclusive of our ownership share of the joint ventures, and related parties as of December 31, 2024 and 2023 consisted of the following (in thousands):
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Due from joint ventures | $ | 19,199 | | | $ | 10,603 | |
Other | 7,666 | | | 1,565 | |
Related party receivables | $ | 26,865 | | | $ | 12,168 | |
11. Noncontrolling Interests on the Company's Consolidated Financial Statements
Noncontrolling interests represent the common and preferred units of limited partnership interest in the Operating Partnership not held by the Company as well as third party equity interests in our other consolidated subsidiaries. Noncontrolling interests in the Operating Partnership are shown in the mezzanine equity while the noncontrolling interests in our other consolidated subsidiaries are shown in the equity section of the Company's consolidated financial statements.
Common Units of Limited Partnership Interest in the Operating Partnership
As of December 31, 2024 and 2023, the noncontrolling interest unit holders owned 5.97%, or 4,509,953 units, and 5.75%, or 3,949,448 units, of the Operating Partnership, respectively. As of December 31, 2024, 4,509,953 shares of our common stock were reserved for issuance upon the redemption of units of limited partnership interest of the Operating Partnership.
Noncontrolling interests in the Operating Partnership is recorded at the greater of its cost basis or fair market value based on the closing stock price of our common stock at the end of the reporting period.
Below is a summary of the activity relating to the noncontrolling interests in the Operating Partnership for the years ended December 31, 2024 and 2023 (in thousands):
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Balance at beginning of period | $ | 238,051 | | | $ | 269,993 | |
Distributions | (13,915) | | | (14,779) | |
Issuance of common units | 20,790 | | | 25,365 | |
Redemption and conversion of common units | (28,663) | | | (18,589) | |
Net income (loss) | 497 | | | (37,465) | |
Accumulated other comprehensive income (loss) allocation | 151 | | | (1,960) | |
Fair value adjustment | 72,030 | | | 15,486 | |
Balance at end of period | $ | 288,941 | | | $ | 238,051 | |
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Preferred Units of Limited Partnership Interest in the Operating Partnership
Below is a summary of the preferred units of limited partnership interest in the Operating Partnership as of December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance | | Stated Distribution Rate | | Number of Units Authorized | | Number of Units Issued | | Number of Units Outstanding | | Annual Dividend Per Unit(1) | | Liquidation Preference Per Unit(2) | | Conversion Price Per Unit(3) | | Date of Issuance |
Series A (4) | | 6.00 | % | | 109,161 | | | 109,161 | | | 109,161 | | | $ | 60.0000 | | | $ | 1,000.00 | | | $ | — | | | August 2015 |
Series F | | 7.00 | % | | 60 | | | 60 | | | 60 | | | 70.0000 | | | 1,000.00 | | | 29.12 | | | January 2007 |
Series K | | 3.50 | % | | 700,000 | | | 563,954 | | | 341,677 | | | 0.8750 | | | 25.00 | | | 134.67 | | | August 2014 |
Series L | | 4.00 | % | | 500,000 | | | 378,634 | | | 272,783 | | | 1.0000 | | | 25.00 | | | — | | | August 2014 |
Series R | | 3.50 | % | | 400,000 | | | 400,000 | | | 400,000 | | | 0.8750 | | | 25.00 | | | 154.89 | | | August 2015 |
Series S | | 4.00 | % | | 1,077,280 | | | 1,077,280 | | | 1,077,280 | | | 1.0000 | | | 25.00 | | | — | | | August 2015 |
Series V (5) | | 5.00 | % | | 40,000 | | | 40,000 | | | 40,000 | | | 1.2500 | | | 25.00 | | | — | | | May 2019 |
Series W (6) | | (6) | | | 1 | | | 1 | | | 1 | | | (6) | | | (6) | | | (6) | | | January 2020 |
(1)Dividends are cumulative, subject to certain provisions.
(2)Units are redeemable at any time at par for cash at the option of the unit holder unless otherwise specified.
(3)If applicable, units are convertible into a number of common units of limited partnership interest in the Operating Partnership equal to (i) the liquidation preference plus accumulated and unpaid distributions on the conversion date divided by (ii) the amount shown in the table.
(4)Issued through a consolidated subsidiary. The units are redeemable at any time after December 13, 2024 at par for cash at the option of the unit holder.
(5)The Series V Preferred Units are redeemable at any time after January 1, 2025 at par for cash at the option of the unit holder.
(6)The Series W preferred unit was issued in January 2020 in exchange for the then-outstanding Series O preferred unit. The holder of the Series W preferred unit is entitled to quarterly dividends in an amount calculated as (i) 1,350 multiplied by (ii) the current distribution per common unit of limited partnership in SL Green Operating Partnership. The holder has the right to require the Operating Partnership to repurchase the Series W unit for cash, or convert the Series W unit for Class B units, in each case at a price that is determined based on the closing price of the Company's common stock at the time such right is exercised. The unit's liquidation preference is the fair market value of the unit plus accrued distributions at the time of a liquidation event.
Below is a summary of the activity relating to the preferred units in the Operating Partnership for the years ended December 31, 2024 and 2023 (in thousands):
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
Balance at beginning of period | $ | 166,501 | | | $ | 177,943 | |
Issuance of preferred units | — | | | — | |
Redemption of preferred units | (2,503) | | | (11,700) | |
Dividends paid on preferred units | (4,453) | | | (6,271) | |
Accrued dividends on preferred units | 4,665 | | | 6,529 | |
Balance at end of period | $ | 164,210 | | | $ | 166,501 | |
12. Stockholders' Equity of the Company
Common Stock
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, par value $0.01 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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
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.
Perpetual Preferred Stock
We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock, outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are entitled to redeem the Series I Preferred Stock at any time, in whole or from time to time in part, at par for cash. In August 2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I Preferred Units.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2024, 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, 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 | |
Earnings per Share
We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity.
SL Green's earnings per share for the years ended December 31, 2024, 2023, and 2022 are computed as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
Numerator | 2024 | | 2023 | | 2022 |
Basic Earnings: | | | | | |
Income (loss) attributable to SL Green common stockholders | $ | 7,060 | | | $ | (579,509) | | | $ | (93,024) | |
Less: distributed earnings allocated to participating securities | (1,835) | | | (2,655) | | | (2,219) | |
Less: undistributed earnings allocated to participating securities | (64) | | | — | | | — | |
Net income (loss) attributable to SL Green common stockholders (numerator for basic earnings per share) | $ | 5,161 | | | $ | (582,164) | | | $ | (95,243) | |
Add back: dilutive effect of earnings allocated to participating securities and contingently issuable shares | — | | | — | | | — | |
Add back: undistributed earnings allocated to participating securities | — | | | — | | | — | |
Add back: effect of dilutive securities (redemption of units to common shares) | — | | | (37,465) | | | (5,794) | |
Income (loss) attributable to SL Green common stockholders (numerator for diluted earnings per share) | $ | 5,161 | | | $ | (619,629) | | | $ | (101,037) | |
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
Denominator | 2024 | | 2023 | | 2022 |
Basic Shares: | | | | | |
Weighted average common stock outstanding | 65,062 | | | 63,809 | | | 63,917 | |
Effect of Dilutive Securities: | | | | | |
Operating Partnership units redeemable for common shares | — | | | 4,163 | | | 4,012 | |
Stock-based compensation plans | 626 | | | — | | | — | |
| | | | | |
Diluted weighted average common stock outstanding | 65,688 | | | 67,972 | | | 67,929 | |
The Company has excluded 4,717,759 common stock equivalents from the calculation of diluted shares outstanding for the year ended December 31, 2024. The Company has excluded 1,273,417 and 1,682,236 of common stock equivalents from the calculation of diluted shares outstanding for the years ended December 31, 2023 and 2022, respectively.
13. Partners' Capital of the Operating Partnership
The Company is the sole managing general partner of the Operating Partnership and as of December 31, 2024 owned 71,096,743 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units. Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of cash redemption, acquire such OP Unit for one share of common stock. Because the number of shares of common stock outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such Preferred Units.
Net income (loss) allocated to the preferred unitholders and common unitholders reflects their pro rata share of net income (loss) and distributions.
Limited Partner Units
As of December 31, 2024, limited partners other than SL Green owned 5.97%, or 4,509,953 common units, of the Operating Partnership.
Preferred Units
Preferred units not owned by SL Green are further described in Note 11, “Noncontrolling Interests on the Company's Consolidated Financial Statements - Preferred Units of Limited Partnership Interest in the Operating Partnership.”
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Earnings per Unit
The Operating Partnership's earnings per unit for the years ended December 31, 2024, 2023, and 2022 respectively are computed as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
Numerator | 2024 | | 2023 | | 2022 |
Basic Earnings: | | | | | |
Net Income (loss) attributable to SLGOP common unitholders (numerator for diluted earnings per unit) | $ | 7,557 | | | $ | (616,974) | | | $ | (98,818) | |
Less: distributed earnings allocated to participating securities | (4,665) | | | (2,655) | | | (2,219) | |
| | | | | |
Net income (loss) attributable to SLGOP common unitholders (numerator for basic earnings per unit) | $ | 2,892 | | | $ | (619,629) | | | $ | (101,037) | |
Add back: dilutive effect of earnings allocated to participating securities and contingently issuable shares | 26 | | | — | | | — | |
| | | | | |
Income (loss) attributable to SLGOP common unitholders | $ | 2,918 | | | $ | (619,629) | | | $ | (101,037) | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
Denominator | 2024 | | 2023 | | 2022 |
Basic units: | | | | | |
Weighted average common units outstanding | 68,736 | | | 67,972 | | | 67,929 | |
Effect of Dilutive Securities: | | | | | |
Stock-based compensation plans | 757 | | | — | | | — | |
Contingently issuable units | 112 | | | — | | | — | |
Diluted weighted average common units outstanding | 69,605 | | | 67,972 | | | 67,929 | |
The Operating Partnership has excluded 800,881 common unit equivalents from the diluted units outstanding for the years ended December 31, 2024. The Operating Partnership has excluded 1,273,417 and 1,682,236 common unit equivalents from the diluted units outstanding for the years ended December 31, 2023 and 2022, respectively.
14. Share-based Compensation
We have share-based employee and director compensation plans. Our employees are compensated through the Operating Partnership. Under each plan, whenever the Company issues common or preferred stock, the Operating Partnership issues an equivalent number of units of limited partnership interest of a corresponding class to the Company.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
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. The 2005 Plan authorizes the issuance of stock options, stock appreciation rights, unrestricted and restricted stock, phantom shares, dividend equivalent rights, cash-based awards and other equity-based awards. 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 under the 2005 Plan. Currently, different types of awards count against the limit on the number of fungible units differently, with (1) full-value awards (i.e., those that deliver the full value of the award upon vesting, such as restricted stock) counting as 2.59 Fungible Units per share subject to such awards, (2) stock options, stock appreciation rights and other awards that do not deliver full value and expire five years from the date of grant counting as 0.84 fungible units per share subject to such awards, and (3) all other awards (e.g., 10-year stock options) counting as 1.0 fungible units per share subject to such awards. Awards granted under the 2005 Plan prior to the approval of the fifth amendment and restatement in June 2022 continue to count against the fungible unit limit based on the ratios that were in effect at the time such awards were granted, which may be different than the current ratios. As a result, depending on the types of awards issued, the 2005 Plan may result in the issuance of more or less than 32,210,000 shares. If a stock option or other award granted under the 2005 Plan expires or terminates, the common stock subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Shares of our common stock distributed under the 2005 Plan may be treasury shares or authorized but unissued shares. Currently, unless the 2005 Plan has been previously terminated by the Company's Board of Directors, new awards may be granted under the 2005 Plan until June 1, 2032, which is the tenth anniversary of the date that the 2005 Plan was most recently approved by the Company's stockholders. 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, phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.
Stock Options and Class O LTIP Units
Options are granted with an exercise price at the fair market value of the Company's common stock on the date of grant and, subject to employment, generally expire five years or ten years from the date of grant, are not transferable other than on death, and generally vest in one year to five years commencing one year from the date of grant. We have also granted Class O LTIP Units, which are a class of LTIP Units in the Operating Partnership structured to provide economics similar to those of stock options. Class O LTIP Units, once vested, may be converted, at the election of the holder, into a number of common units of the Operating Partnership per Class O LTIP Unit determined by the increase in value of a share of the Company's common stock at the time of conversion over a participation threshold, which equals the fair market value of a share of the Company's common stock at the time of grant. Class O LTIP Units are entitled to distributions, subject to vesting, equal per unit to 10% of the per unit distributions paid with respect to the common units of the Operating Partnership.
In December 2024, our Chairman, CEO and Interim President, Marc Holliday, received a grant of 217,917 Class O LTIP Units, in connection with his new employment agreement, that are subject to both time-based vesting conditions and performance-based vesting conditions. The performance-based vesting conditions are satisfied if the average share price of the Company's common stock equals or exceeds $100.00 as of any trailing twenty trading day period between the grant date and the fifth anniversary thereafter. Subject to achievement of the performance hurdle and continued employment, the Class O LTIP Units vest ratably on December 31, 2025, December 31, 2026, and December 31, 2027.
The fair value of each stock option or LTIP Unit granted is estimated on the date of grant using the Black-Scholes option pricing model based on historical information with the following weighted average assumptions for grants during the year ended December 31, 2024 (there were no options granted during the years ended December 31, 2023 and 2022).
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
Dividend yield | 5.5 | % | | N/A | | N/A |
Expected life | 7.5 years | | N/A | | N/A |
Risk-free interest rate | 4.45 | % | | N/A | | N/A |
Expected stock price volatility | 45.0 | % | | N/A | | N/A |
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
A summary of the status of the Company's stock options as of December 31, 2024, 2023, and 2022 and changes during the years ended December 31, 2024, 2023, and 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
| Options Outstanding | | Weighted Average Exercise Price | | Options Outstanding | | Weighted Average Exercise Price | | Options Outstanding | | Weighted Average Exercise Price |
Balance at beginning of year | 115,980 | | | $ | 103.52 | | | 313,480 | | | $ | 97.59 | | | 394,089 | | | $ | 100.56 | |
Granted | 217,917 | | | 68.07 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | |
Lapsed or canceled | — | | | — | | | (197,500) | | | 84.14 | | | (80,609) | | | 112.14 | |
Balance at end of year | 333,897 | | | $ | 81.63 | | | 115,980 | | | $ | 103.52 | | | 313,480 | | | $ | 97.59 | |
Options exercisable at end of year | 115,980 | | | $ | 103.52 | | | 115,980 | | | $ | 103.52 | | | 313,480 | | | $ | 97.59 | |
| | | | | | | | | | | |
The remaining weighted average contractual life of the options outstanding was 6.9 years and the remaining average contractual life of the options exercisable was 2.0 years.
During the years ended December 31, 2024, 2023, and 2022, we recognized no compensation expense related to options. As of December 31, 2024, there was $4.5 million unrecognized compensation cost related to unvested stock options.
Restricted Shares
Shares may be granted to certain employees, including our executives, and vesting occurs upon the completion of a service period or our meeting established financial performance criteria. Vesting occurs at rates ranging from 15% to 35% once performance criteria are reached.
A summary of the Company's restricted stock as of December 31, 2024, 2023, and 2022 and changes during the years ended December 31, 2024, 2023, and 2022 are as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Balance at beginning of year | 4,089,174 | | | 3,758,174 | | | 3,459,363 | |
Granted | 371,285 | | | 337,350 | | | 314,995 | |
Canceled | (10,750) | | | (6,350) | | | (16,184) | |
Balance at end of year | 4,449,709 | | | 4,089,174 | | | 3,758,174 | |
Vested during the year | 143,453 | | | 147,915 | | | 118,255 | |
Compensation expense recorded | $ | 10,939,602 | | | $ | 7,766,055 | | | $ | 10,133,905 | |
Total fair value of restricted stock granted during the year | $ | 24,676,422 | | | $ | 15,789,540 | | | $ | 16,804,931 | |
The fair value of restricted stock that vested during the years ended December 31, 2024, 2023, and 2022 was $7.4 million, $10.2 million and $9.7 million, respectively. As of December 31, 2024, there was $33.3 million of total unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 2.3 years.
We granted LTIP Units, which include bonus, time-based and performance-based awards, with a fair value of $34.1 million and $38.1 million during the years ended December 31, 2024 and 2023, respectively. The grant date fair value of the LTIP Unit awards was calculated in accordance with ASC 718. A third-party consultant determined that the fair value of the LTIP Units has a discount to our common stock price. The discount was calculated by considering the inherent uncertainty that the LTIP Units will reach parity with other common partnership units and the illiquidity due to transfer restrictions. As of December 31, 2024, there was $31.0 million of total unrecognized compensation expense related to the time-based and performance-based awards, which is expected to be recognized over a weighted average period of 1.7 years.
During the years ended December 31, 2024, 2023, and 2022, we recorded compensation expense related to bonus, time-based and performance-based awards of $30.5 million, $50.4 million, and $43.5 million, respectively.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
For the years ended December 31, 2024, 2023, and 2022, $1.7 million, $1.4 million, and $1.8 million, respectively, was capitalized to assets associated with compensation expense related to our long-term compensation plans, restricted stock and stock options.
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 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.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
15. Accumulated Other Comprehensive Income
The following tables set forth the changes in accumulated other comprehensive income by component as of December 31, 2024, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Net unrealized gain (loss) on derivative instruments (1) | | SL Green's share of joint venture net unrealized (loss) gain on derivative instruments (2) | | Net unrealized (loss) gain on marketable securities | | Total |
Balance at December 31, 2021 | $ | (25,881) | | | $ | (21,994) | | | $ | 1,117 | | | $ | (46,758) | |
Other comprehensive income (loss) before reclassifications | 78,300 | | | 23,405 | | | (1,359) | | | 100,346 | |
Amounts reclassified from accumulated other comprehensive income | (4,619) | | | 635 | | | — | | | (3,984) | |
Balance at December 31, 2022 | 47,800 | | | 2,046 | | | (242) | | | 49,604 | |
Other comprehensive (loss) income before reclassifications | 17,269 | | | 6,950 | | | (1,549) | | | 22,670 | |
Amounts reclassified from accumulated other comprehensive income | (39,717) | | | (15,080) | | | — | | | (54,797) | |
Balance at December 31, 2023 | 25,352 | | | (6,084) | | | (1,791) | | | 17,477 | |
Other comprehensive income before reclassifications | 39,049 | | | 6,515 | | | 525 | | | 46,089 | |
Amounts reclassified from accumulated other comprehensive income | (35,071) | | | (10,299) | | | — | | | (45,370) | |
Balance at December 31, 2024 | $ | 29,330 | | | $ | (9,868) | | | $ | (1,266) | | | $ | 18,196 | |
(1)Amount reclassified from accumulated other comprehensive income is included in interest expense in the respective consolidated statements of operations. As of December 31, 2024 and 2023, the deferred net gains from these terminated hedges, which is included in accumulated other comprehensive income relating to net unrealized gain (loss) on derivative instruments, was ($0.2 million) and ($0.4 million), respectively.
(2)Amount reclassified from accumulated other comprehensive income is included in equity in net loss from unconsolidated joint ventures in the respective consolidated statements of operations.
16. Fair Value Measurements
We are required to disclose fair value information with regard to certain of our financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The FASB guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. We measure and/or disclose the estimated fair value of certain financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions. This hierarchy consists of three broad levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date; Level 2 - inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 - unobservable inputs for the asset or liability that are used when little or no market data is available. We follow this hierarchy for our assets and liabilities measured at fair value on a recurring and nonrecurring basis. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety. Our assessment of the significance of the particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The following tables set forth the assets and liabilities that we measure at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy as of December 31, 2024 and 2023 (in thousands):
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Marketable securities available-for-sale | $ | 17,323 | | | $ | — | | | $ | 17,323 | | | $ | — | |
Interest rate cap and swap agreements (included in Other assets) | $ | 31,860 | | | $ | — | | | $ | 31,860 | | | $ | — | |
Real estate loans held by consolidated securitization vehicles | $ | 584,134 | | | | | $ | 584,134 | | | |
Liabilities: | | | | | | | |
Interest rate cap and swap agreements (included in Other liabilities) | $ | 6,469 | | | $ | — | | | $ | 6,469 | | | $ | — | |
Senior obligations of consolidated securitization vehicles | $ | 567,487 | | | | | $ | 567,487 | | | |
Secured borrowing (1) | $ | 251,096 | | | | | | | $ | 251,096 | |
| | | | | | | |
| | | | | | | |
(1)The Company admitted an additional partner to the One Madison Avenue development project with the partner's indirect ownership in the joint venture totaling 25.0%. The transaction did not meet sale accounting under ASC 860 and, as a result, was treated as a secured borrowing for accounting purposes and is included in Other liabilities in our consolidated balance sheets.
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| Total | | Level 1 | | Level 2 | | Level 3 |
Assets: | | | | | | | |
Marketable securities available-for-sale | $ | 9,591 | | | $ | — | | | $ | 9,591 | | | $ | — | |
Interest rate cap and swap agreements (included in Other assets) | $ | 33,456 | | | $ | — | | | $ | 33,456 | | | $ | — | |
Liabilities: | | | | | | | |
Interest rate cap and swap agreements (included in Other liabilities) | $ | 17,108 | | | $ | — | | | $ | 17,108 | | | $ | — | |
We evaluate real estate investments and debt and preferred equity investments, including intangibles, 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, all of which are classified as Level 3 inputs.
In December 2024, the Company amended the joint venture agreement with its partner in the 100 Park Avenue joint venture. As a result of the amended terms, it was concluded that the joint venture is a VIE in which the Company is the primary beneficiary, and the investment was consolidated in our financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value which resulted in the recognition of a positive fair value adjustment of $117.8 million, which is included in Purchase price and other fair value adjustments in the consolidated statements of operations. Prior to December 2024, the investment was accounted for under the equity method. This fair value was determined using a third-party valuation which primarily utilized cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as the sales comparison approach, which utilizes comparable sales, listings, and sales contracts. All of which are classified as Level 3 inputs.
In March 2024, the Company entered into an agreement to acquire its partner's 45.0% interest in the 10 East 53rd Street joint venture. As a result of the contract terms, it was concluded that the joint venture is a VIE in which the Company is the primary beneficiary, and the investment was consolidated in our financial statements. Upon consolidating the entity, the assets and liabilities of the entity were recorded at fair value which resulted in the recognition of a negative fair value adjustment of ($55.7 million), which is included in Purchase price and other fair value adjustments in the consolidated statements of operations. Prior to March 2024, the investment was accounted for under the equity method. This fair value was determined using a third-party valuation which primarily utilized cash flow projections that apply, among other things, estimated revenue and expense growth rates, discount rates and capitalization rates, as well as the sales comparison approach, which utilizes comparable sales, listings, and sales contracts. All of which are classified as Level 3 inputs.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
In June 2023, the Company sold a 49.9% interest in its 245 Park Avenue investment, which resulted in the Company no longer retaining a controlling interest in the entity, as defined in ASC 810, and deconsolidation of the 50.1% interest we retained. We recorded our investment at fair value which resulted in the recognition of a fair value adjustment of ($17.0 million) during the year ended December 31, 2023. The fair value of our investment was determined by the terms of the joint venture agreement.
Marketable securities classified as Level 1 are derived from quoted prices in active markets. The valuation technique used to measure the fair value of marketable securities classified as Level 2 were valued based on quoted market prices or model driven valuations using the significant inputs derived from or corroborated by observable market data. We do not intend to sell these securities and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases.
The fair value of derivative instruments is based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well-recognized financial principles and reasonable estimates about relevant future market conditions, which are classified as Level 2 inputs.
The senior obligations of consolidated securitization vehicles represent CMBS that are not owned by the Company. A majority of these securities are either traded in the marketplace or are similar to other securities that are traded in the marketplace. As the valuation of these amounts are based upon quoted prices for similar instruments in active markets, we generally utilize third party pricing service providers to determine the fair value. The Company evaluates and assesses the third party pricing by referring to recent trades of similar securities, ratings, subordination levels, current market data and credit issues. The Company maximizes the use of observable inputs over unobservable inputs and uses the value of the senior obligations of consolidated securitization vehicles as an indicator of the fair value of the real estate loans held by consolidated securitization vehicles. Depending on the significance of the fair value inputs used in determining the fair value, these securities are classified in either Level 2 or Level 3 of the fair value hierarchy. As such, these investments may move between Level 2 and Level 3 of the fair value hierarchy if the significant fair value inputs used to price the CMBS become or cease to be observable.
The fair value of our secured borrowing is determined by projecting future cash flows, which takes into consideration various factors including discount rate and exit capitalization rate, as well as related asset performance and local or macro real estate performance. The inputs used in determining the Company's secured borrowing are considered Level 3.
The financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, debt and preferred equity investments, mortgages and other loans payable and other secured and unsecured debt. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses reported in our consolidated balance sheets approximates fair value due to the short-term nature of these instruments. The fair value of debt and preferred equity investments, which is classified as Level 3, is estimated by discounting the future cash flows using current interest rates at which similar loans with the same maturities would be made to borrowers with similar credit ratings. The fair value of borrowings, which is classified as Level 3, is estimated by discounting the contractual cash flows of each debt instrument to their present value using adjusted market interest rates, which is provided by a third-party specialist.
The following table provides the carrying value and fair value of these financial instruments as of December 31, 2024 and December 31, 2023 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Carrying Value (1) | | Fair Value | | Carrying Value (1) | | Fair Value |
| | | | | | | |
Debt and preferred equity investments | $ | 303,726 | | | (2) | | $ | 346,745 | | | (2) |
| | | | | | | |
Fixed rate debt | $ | 3,257,474 | | | $ | 3,225,767 | | | $ | 3,237,386 | | | $ | 3,184,338 | |
Variable rate debt (3) | 363,550 | | | 355,364 | | | 270,000 | | | 268,787 | |
Total debt | $ | 3,621,024 | | | $ | 3,581,131 | | | $ | 3,507,386 | | | $ | 3,453,125 | |
(1)Amounts exclude net deferred financing costs.
(2)As of December 31, 2024, debt and preferred equity investments had an estimated fair value of approximately $0.3 billion. As of December 31, 2023, debt and preferred equity investments had an estimated fair value of approximately $0.3 billion.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Disclosures regarding fair value of financial instruments was based on pertinent information available to us as of December 31, 2024 and 2023. Such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
17. Financial Instruments: Derivatives and Hedging
In the normal course of business, we use a variety of commonly used derivative instruments, including, but not limited to, interest rate swaps, caps, collars and floors, to manage interest rate risk. We hedge our exposure to variability in future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. We recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is 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 hedge asset, liability, or firm commitment through earnings, or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. Reported net income and equity may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows. Currently, all of our designated derivative instruments are effective hedging instruments.
The following table summarizes the notional value at inception and fair value of our consolidated derivative financial instruments as of December 31, 2024 based on Level 2 information. The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Notional Value | | Strike Rate | | Effective Date | | Expiration Date | | Balance Sheet Location | | Fair Value |
Interest Rate Cap | 205,000 | | | 4.000 | % | | February 2024 | | February 2025 | | Other Assets | | $ | 75 | |
Interest Rate Cap | 370,000 | | | 3.250 | % | | June 2024 | | June 2025 | | Other Assets | | 1,653 | |
Interest Rate Cap | 370,000 | | | 3.250 | % | | June 2024 | | June 2025 | | Other Liabilities | | (1,649) | |
Interest Rate Cap | 68,678 | | | 4.000 | % | | August 2024 | | July 2025 | | Other Liabilities | | (102) | |
Interest Rate Swap | 150,000 | | | 2.621 | % | | December 2021 | | January 2026 | | Other Assets | | 2,196 | |
Interest Rate Swap | 200,000 | | | 2.662 | % | | December 2021 | | January 2026 | | Other Assets | | 2,849 | |
Interest Rate Swap | 125,000 | | | 3.667 | % | | August 2024 | | December 2026 | | Other Assets | | 828 | |
Interest Rate Swap | 125,000 | | | 3.670 | % | | August 2024 | | December 2026 | | Other Assets | | 820 | |
Interest Rate Swap | 100,000 | | | 2.903 | % | | February 2023 | | February 2027 | | Other Assets | | 2,225 | |
Interest Rate Swap | 100,000 | | | 2.733 | % | | February 2023 | | February 2027 | | Other Assets | | 2,568 | |
Interest Rate Swap | 50,000 | | | 2.463 | % | | February 2023 | | February 2027 | | Other Assets | | 1,557 | |
Interest Rate Swap | 200,000 | | | 2.591 | % | | February 2023 | | February 2027 | | Other Assets | | 5,711 | |
Interest Rate Swap | 300,000 | | | 2.866 | % | | July 2023 | | May 2027 | | Other Assets | | 7,637 | |
Interest Rate Swap | 150,000 | | | 3.524 | % | | January 2024 | | May 2027 | | Other Assets | | 1,618 | |
Interest Rate Swap | 370,000 | | | 3.888 | % | | November 2022 | | June 2027 | | Other Assets | | 970 | |
Interest Rate Swap | 68,678 | | | 4.466 | % | | August 2024 | | June 2027 | | Other Liabilities | | (765) | |
Interest Rate Swap | 300,000 | | | 4.487 | % | | November 2024 | | November 2027 | | Other Liabilities | | (3,953) | |
Interest Rate Swap | 100,000 | | | 3.756 | % | | January 2023 | | January 2028 | | Other Assets | | 722 | |
Interest Rate Swap | 204,963 | | | 3.915 | % | | February 2025 | | May 2028 | | Other Assets | | 431 | |
| | | | | | | | | | | $ | 25,391 | |
During the year ended December 31, 2024, we recorded a gain of $5.5 million based on the changes in the fair value of forward-starting interest rate swaps, which is included in Purchase price and other fair value adjustments in the consolidated statements of operations. During the year ended December 31, 2023, we recorded a loss of $10.4 million based on the changes in the fair value of an interest rate cap we sold and a forward-starting interest rate swap. During the year ended December 31, 2022, we recorded a loss of $1.7 million based on the changes in the fair value of an interest rate cap we sold. During the year ended December 31, 2024, we recorded a gain of $0.1 million, on the changes in fair value, which is included in interest expenses in the consolidated statements of operations. During the years ended December 31, 2023 and 2022, we recorded losses of $0.2 million and $0.3 million, respectively, on the changes in the fair value, which is included in interest expense in the consolidated statements of operations.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
Certain agreements the Company has with each of its derivative counterparties contain a provision where if the Company defaults on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of December 31, 2024, the fair value of derivatives in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $6.7 million. As of December 31, 2024, the Company was not required to post any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $6.8 million as of December 31, 2024.
Gains and losses on terminated hedges are included in accumulated other comprehensive income, and are recognized into earnings over the term of the related obligation. Over time, the realized and unrealized gains and losses held in accumulated other comprehensive income will be reclassified into earnings as an adjustment to interest expense in the same periods in which the hedged interest payments affect earnings. We estimate that ($18.4 million) of the current balance held in accumulated other comprehensive income will be reclassified into interest expense and ($1.7 million) of the portion related to our share of joint venture accumulated other comprehensive income will be reclassified into equity in net loss from unconsolidated joint ventures within the next 12 months.
The following table presents the effects of our derivative financial instruments and our share of our joint ventures' derivative financial instruments that are designated and qualify as hedging instruments on the consolidated statements of operations for the years ended December 31, 2024, 2023, and 2022, respectively (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) | | Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | | Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |
| | Year Ended December 31, | | | Year Ended December 31, |
Derivative | | 2024 | | 2023 | | 2022 | | | 2024 | | 2023 | | 2022 |
Interest Rate Swaps/Caps | | $ | 41,802 | | | $ | 18,484 | | | $ | 83,162 | | | Interest expense | | $ | 37,398 | | | $ | 42,270 | | | $ | 4,989 | |
Share of unconsolidated joint ventures' derivative instruments | | 6,870 | | | 7,399 | | | 24,783 | | | Equity in net loss from unconsolidated joint ventures | | 10,965 | | | 16,050 | | | (673) | |
| | $ | 48,672 | | | $ | 25,883 | | | $ | 107,945 | | | | | $ | 48,363 | | | $ | 58,320 | | | $ | 4,316 | |
The following table summarizes the notional value at inception and fair value of our joint ventures' derivative financial instruments as of December 31, 2024 based on Level 2 information. The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (dollars in thousands).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Notional Value | | Strike Rate | | Effective Date | | Expiration Date | | Classification | | Fair Value |
Interest Rate Cap | $ | 658,357 | | | 4.000 | % | | November 2024 | | May 2025 | | Asset | | $ | 727 | |
Interest Rate Cap | 285,000 | | | 4.000 | % | | August 2024 | | July 2025 | | Asset | | 423 | |
Interest Rate Swap | 250,000 | | | 3.608 | % | | April 2023 | | February 2026 | | Asset | | 1,309 | |
Interest Rate Swap | 250,000 | | | 3.608 | % | | April 2023 | | February 2026 | | Asset | | 1,309 | |
Interest Rate Swap | 177,000 | | | 1.555 | % | | December 2022 | | February 2026 | | Asset | | 4,964 | |
Interest Rate Swap | 268,750 | | | 4.039 | % | | July 2024 | | September 2028 | | Liability | | (534) | |
Interest Rate Swap | 268,750 | | | 4.058 | % | | July 2024 | | September 2028 | | Liability | | (711) | |
Interest Rate Swap | 537,500 | | | 4.065 | % | | July 2024 | | September 2028 | | Liability | | (1,628) | |
| | | | | | | | | | | $ | 5,859 | |
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
18. Lease Income
The Operating Partnership is the lessor and the sublessor to tenants under operating and sales-type leases. The minimum rental amounts due under the leases are generally subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse us for increases in certain operating costs and real estate taxes above their base year costs.
Future minimum rents to be received over the next five years and thereafter for operating leases in effect at December 31, 2024 are as follows (in thousands):
| | | | | |
2025 | $ | 544,452 | |
2026 | 507,298 | |
2027 | 454,095 | |
2028 | 390,475 | |
2029 | 355,565 | |
Thereafter | 1,402,994 | |
| $ | 3,654,879 | |
The components of lease income from operating leases in our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Fixed lease payments | $ | 545,573 | | | $ | 589,469 | | | $ | 583,107 | |
Variable lease payments | 63,004 | | | 79,641 | | | 82,676 | |
Total lease payments (1) | $ | 608,577 | | | $ | 669,110 | | | $ | 665,783 | |
Amortization of acquired above and below-market leases | (2,578) | | | 14,225 | | | 5,717 | |
Total rental revenue | $ | 605,999 | | | $ | 683,335 | | | $ | 671,500 | |
(1)Amounts include $188.5 million and $196.5 million of sublease income for the years ended December 31, 2024 and 2023, respectively.
The table below summarizes our investment in sales-type leases as of December 31, 2024:
| | | | | | | | |
Property | Year of Current Expiration | Year of Final Expiration (1) |
15 Beekman (2) | 2089 | 2089 |
(1)Reflects exercise of all available renewal options.
(2)In August 2020, the Company formed a joint venture, which then entered into a long-term sublease with the Company for the building at 15 Beekman. See Note 6, "Investments in Unconsolidated Joint Ventures."
Future minimum lease payments to be received over the next five years and thereafter for our sales-type leases with initial terms in excess of one year as of December 31, 2024 are as follows (in thousands):
| | | | | |
| Sales-type leases |
2025 | $ | 3,228 | |
2026 | 3,276 | |
2027 | 3,325 | |
2028 | 3,375 | |
2029 | 3,426 | |
Thereafter | 193,367 | |
Total minimum lease payments | $ | 209,997 | |
Amount representing interest | (103,044) | |
Investment in sales-type leases (1) | $ | 106,953 | |
(1)This amount is included in Other assets in our consolidated balance sheets.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
The components of lease income from sales-type leases during the years ended December 31, 2024, 2023 and 2022 were as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
| | | | | |
Interest income (1) | $ | 4,500 | | | $ | 4,444 | | | $ | 4,389 | |
| | | | | |
(1)These amounts are included in Interest expense, net of interest income in our consolidated statements of operations.
19. Benefit Plans
The building employees are covered by multi-employer defined benefit pension plans and post-retirement health and welfare plans. We participate in the Building Service 32BJ, or Union, Pension Plan and Health Plan. The Pension Plan is a multi-employer, non-contributory defined benefit pension plan that was established under the terms of collective bargaining agreements between the Service Employees International Union, Local 32BJ, the Realty Advisory Board on Labor Relations, Inc. and certain other employees. This Pension Plan is administered by a joint board of trustees consisting of union trustees and employer trustees and operates under employer identification number 13-1879376. The Pension Plan year runs from July 1 to June 30. Employers contribute to the Pension Plan at a fixed rate on behalf of each covered employee. Separate actuarial information regarding such pension plans is not made available to the contributing employers by the union administrators or trustees, since the plans do not maintain separate records for each reporting unit. However, on September 28, 2022, September 28, 2023 and September 12, 2024, the actuary certified that for the plan years beginning July 1, 2022, July 1, 2023 and July 1, 2024, the Pension Plan was in critical or endangered status under the Pension Protection Act of 2006. The Pension Plan trustees adopted a rehabilitation plan consistent with this requirement. No surcharges have been paid to the Pension Plan as of December 31, 2024. For the Pension Plan years ended June 30, 2024, 2023 and 2022, the plan received contributions from employers totaling $530.3 million, $317.9 million and $305.7 million, respectively. Our contributions to the Pension Plan represent less than 5.0% of total contributions to the plan.
The Health Plan was established under the terms of collective bargaining agreements between the Union, the Realty Advisory Board on Labor Relations, Inc. and certain other employers. The Health Plan provides health and other benefits to eligible participants employed in the building service industry who are covered under collective bargaining agreements, or other written agreements, with the Union. The Health Plan is administered by a Board of Trustees with equal representation by the employers and the Union and operates under employer identification number 13-2928869. The Health Plan receives contributions in accordance with collective bargaining agreements or participation agreements. Generally, these agreements provide that the employers contribute to the Health Plan at a fixed rate on behalf of each covered employee. For the Health Plan years ended, June 30, 2024, 2023 and 2022, the plan received contributions from employers totaling $1.7 billion, $1.9 billion and $1.6 billion, respectively. Our contributions to the Health Plan represent less than 5.0% of total contributions to the plan.
Contributions we made to the multi-employer plans for the years ended December 31, 2024, 2023 and 2022 are included in the table below (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
Benefit Plan | 2024 | | 2023 | | 2022 |
Pension Plan | $ | 2,157 | | | $ | 2,111 | | | $ | 1,952 | |
Health Plan | 6,256 | | | 7,191 | | | 6,386 | |
Other plans | 740 | | | 789 | | | 807 | |
Total plan contributions | $ | 9,153 | | | $ | 10,091 | | | $ | 9,145 | |
401(K) Plan
In August 1997, we implemented a 401(K) Savings/Retirement Plan, or the 401(K) Plan, to cover eligible employees of ours, and any designated affiliate. The 401(K) Plan permits eligible employees to defer up to 15% of their annual compensation, subject to certain limitations imposed by the Code. The employees' elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(K) Plan. During 2003, we amended our 401(K) Plan to provide for discretionary matching contributions only. For 2024, 2023 and 2022, a matching contribution equal to 100% of the first 4% of annual compensation was made. For the years ended December 31, 2024, 2023 and 2022, we made matching contributions of $2.3 million, $1.8 million, and $1.5 million, respectively.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
20. Commitments and Contingencies
Legal Proceedings
As of December 31, 2024, the Company and the Operating Partnership were not involved in any material litigation nor, to management's knowledge, was any material litigation threatened against us or our portfolio which if adversely determined could have a material adverse impact on us.
Environmental Matters
Our management believes that the properties are in compliance in all material respects with applicable Federal, state and local ordinances and regulations regarding environmental issues. Management is not aware of any environmental liability that it believes would have a materially adverse impact on our financial position, results of operations or cash flows. Management is unaware of any instances in which it would incur significant environmental cost if any of our properties were sold.
Employment Agreements
We have entered into employment agreements with certain executives, which expire between January 2026 and July 2028. The minimum cash-based compensation associated with these employment agreements, which is comprised only of base salary, totals $2.6 million for 2025.
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.
Belmont had loss reserves of $3.5 million and $3.3 million as of December 31, 2024 and 2023, respectively. Ticonderoga had no loss reserves as of December 31, 2024 and 2023.
Lease Arrangements
We are a tenant under leases for certain properties, including ground leases. These leases have expirations from 2033 to 2119, or 2043 to 2119 as fully extended. Certain leases offer extension options which we assess against relevant economic factors to determine whether we are reasonably certain of exercising or not exercising the option. Lease payments associated with renewal periods that we are reasonably certain will be exercised, if any, are included in the measurement of the corresponding lease liability and right of use asset.
Certain of our leases are subject to rent resets, generally based on a percentage of the then fair market value, a fixed amount, or a percentage of the preceding rent at specified future dates. Rent resets will be recognized in the periods in which they are incurred. Additionally, certain of our leases are subject to percentage rent arrangements based on thresholds established in the lease agreement, such as percentage of sales at the property. Percentage rents will be recognized in the periods in which they are incurred.
The table below summarizes our current lease arrangements as of December 31, 2024:
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
| | | | | | | | |
Property (1) | Year of Current Expiration | Year of Final Expiration (2) |
711 Third Avenue (3) | 2033 | 2083 |
1185 Avenue of the Americas | 2043 | 2043 |
SL Green Headquarters at One Vanderbilt Avenue (4) | 2043 | 2048 |
420 Lexington Avenue | 2050 | 2080 |
SUMMIT One Vanderbilt | 2058 | 2070 |
15 Beekman (5)(6) | 2119 | 2119 |
(1)All leases are classified as operating leases unless otherwise specified.
(2)Reflects exercise of all available extension options.
(3)The Company owns 50% of the fee interest.
(4)In March 2021, the Company commenced its lease for its corporate headquarters at One Vanderbilt Avenue. See note 10, "Related Party Transactions."
(5)The Company has an option to purchase the ground lease for a fixed price on a specific date. The lease is classified as a financing lease.
(6)In August 2020, the Company entered into a long-term sublease with an unconsolidated joint venture as part of the capitalization of the 15 Beekman development project. See Note 6, "Investments in Unconsolidated Joint Ventures."
The following is a schedule of future minimum lease payments as evaluated in accordance with ASC 842 for our financing leases and operating leases with initial terms in excess of one year as of December 31, 2024 (in thousands):
| | | | | | | | | | | |
| Financing leases | | Operating leases |
2025 | $ | 3,228 | | | $ | 53,595 | |
2026 | 3,276 | | | 53,734 | |
2027 | 3,325 | | | 53,746 | |
2028 | 3,375 | | | 54,211 | |
2029 | 3,426 | | | 54,443 | |
Thereafter | 193,368 | | | 1,154,422 | |
Total minimum lease payments | $ | 209,998 | | | $ | 1,424,151 | |
Amount representing interest | (103,145) | | | — | |
Amount discounted using incremental borrowing rate | — | | | (613,162) | |
| | | |
| | | |
Total lease liabilities | $ | 106,853 | | | $ | 810,989 | |
The following table provides lease cost information for the Company's operating leases for the years ended December 31, 2024, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
Operating Lease Costs | 2024 | | 2023 | | 2022 |
Operating lease costs before capitalized operating lease costs | $ | 24,423 | | | $ | 29,637 | | | $ | 33,773 | |
Operating lease costs capitalized | — | | | (2,345) | | | (6,830) | |
Operating lease costs, net (1) | $ | 24,423 | | | $ | 27,292 | | | $ | 26,943 | |
(1)This amount is included in Operating lease rent in our consolidated statements of operations.
The following table provides lease cost information for the Company's financing leases for the years ended December 31, 2024, 2023 and 2022 (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
Financing Lease Costs | 2024 | | 2023 | | 2022 |
Interest on financing leases before capitalized interest | $ | 4,502 | | | $ | 4,446 | | | $ | 4,555 | |
| | | | | |
Interest on financing leases, net (1) | 4,502 | | | 4,446 | | | 4,555 | |
| | | | | |
| | | | | |
| | | | | |
Financing lease costs, net | $ | 4,502 | | | $ | 4,446 | | | $ | 4,555 | |
(1)These amounts are included in Interest expense, net of interest income in our consolidated statements of operations.
(2)These amounts are included in Depreciation and amortization in our consolidated statements of operations.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
As of December 31, 2024, the weighted-average discount rate used to calculate the lease liabilities was 4.46%. As of December 31, 2024, the weighted-average remaining lease term was 27 years, inclusive of purchase options expected to be exercised.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
21. Segment Information
The Company has three operating and reportable segments, real estate, debt and preferred equity investments, and SUMMIT. The results of these segments are provided to and reviewed by the CEO, our chief operating decision maker (“CODM”), who uses this information to assess performance and inform key decisions regarding operations, resources and capital allocation.
In 2024, our CODM revised the approach for reviewing results of the operating and reportable segments to be more specific to the respective businesses of each. Previously, the same profit or loss measure was utilized across all segments. With the continued growth and diversification of the Company's revenue sources, we determined that this approach needed to evolve accordingly.
As a result, our CODM now evaluates real estate performance and allocates resources based on net operating income ("NOI"), which serves as the profit or loss measure for the operating segment. For our debt and preferred equity investments and SUMMIT operating segment performance, our CODM evaluates and allocates resources based on net income. The CODM does not review asset information as a measure to assess performance.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
The reportable segment profit or loss measures for the twelve months ended December 31, 2024, December 31, 2023, and December 31, 2022 are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2024 |
| | Real Estate Segment | | SUMMIT Segment | | DPE Segment | | Total |
Total revenues | | $ | 709,725 | | | $ | 133,214 | | | $ | 43,333 | | | $ | 886,272 | |
Expenses: | | | | | | | | |
SUMMIT Operator expenses | | — | | | 111,739 | | | — | | | |
SUMMIT Operator tax expense | | — | | | 730 | | | — | | | |
Operating Expenses | | 189,598 | | | — | | | — | | | |
Real Estate Taxes | | 128,187 | | | — | | | — | | | |
Operating lease rent | | 24,423 | | | — | | | — | | | |
| | | | | | | | |
Net operating income from unconsolidated joint ventures | | $ | 363,113 | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Real Estate segment Net operating income | | $ | 730,630 | | | | | | | $ | 730,630 | |
| | | | | | | | |
Equity in net loss (income) from unconsolidated joint ventures | | | | — | | | 11,513 | | | |
Depreciation and amortization | | | | (2,436) | | | — | | | |
Interest expense, net of interest income | | | | — | | | (28,142) | | | |
Interest expense on senior obligations of consolidated securitization vehicles | | | | — | | | (14,634) | | | |
| | | | | | | | |
SUMMIT and DPE Net income | | | | $ | 18,309 | | | $ | 12,070 | | | $ | 30,379 | |
| | | | | | | | |
Non-operating net loss from unconsolidated joint ventures | | | | | | | | (291,131) | |
Marketing, general and administrative expense | | | | | | | | (85,187) | |
Transaction related costs | | | | | | | | (401) | |
| | | | | | | | |
Gain on early extinguishment of debt | | | | | | | | 43,762 | |
Depreciable real estate reserves | | | | | | | | (104,071) | |
Depreciable real estate reserves in unconsolidated joint venture | | | | | | | | (263,190) | |
Gain on sale of real estate, net | | | | | | | | 3,025 | |
Purchase price and other fair value adjustments | | | | | | | | 88,966 | |
Equity in net gain on sale of interest in unconsolidated joint venture/real estate | | | | | | | | 208,144 | |
Depreciation and amortization | | | | | | | | (205,007) | |
Amortization of deferred financing costs | | | | | | | | (6,619) | |
Interest expense, net of interest income | | | | | | | | (119,078) | |
| | | | | | | | |
Net Income | | | | | | | | $ | 30,222 | |
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 |
| | Real Estate Segment | | SUMMIT Segment | | DPE Segment | | Total |
Total revenues | | $ | 760,745 | | | $ | 118,260 | | | $ | 34,705 | | | $ | 913,710 | |
Expenses: | | | | | | | | |
SUMMIT Operator expenses | | — | | | 101,211 | | | — | | | |
SUMMIT Operator tax expense | | — | | | 9,201 | | | — | | | |
Operating Expenses | | 196,696 | | | — | | | — | | | |
Real Estate Taxes | | 143,757 | | | — | | | — | | | |
Operating lease rent | | 27,292 | | | — | | | — | | | |
| | | | | | | | |
Net operating income from unconsolidated joint ventures | | 205,694 | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Real Estate segment Net operating income | | $ | 598,694 | | | | | | | $ | 598,694 | |
| | | | | | | | |
Loan loss and other investment reserves, net of recoveries | | | | — | | | (6,890) | | | |
Depreciation and amortization | | | | (1,747) | | | — | | | |
Interest expense, net of interest income | | | | — | | | (34,149) | | | |
| | | | | | | | |
SUMMIT and DPE Net income | | | | $ | 6,101 | | | $ | (6,334) | | | $ | (233) | |
| | | | | | | | |
Non-operating net loss from unconsolidated joint ventures | | | | | | | | (282,203) | |
Marketing, general and administrative expense | | | | | | | | (111,389) | |
Transaction related costs | | | | | | | | (1,099) | |
Loss on early extinguishment of debt | | | | | | | | (870) | |
Depreciable real estate reserves | | | | | | | | (382,374) | |
Loss on sale of real estate, net | | | | | | | | (32,370) | |
Purchase price and other fair value adjustments | | | | | | | | (17,260) | |
Equity in net loss on sale of interest in unconsolidated joint venture/real estate | | | | | | | | (13,368) | |
Depreciation and amortization | | | | | | | | (246,063) | |
Amortization of deferred financing costs | | | | | | | | (7,837) | |
Interest expense, net of interest income | | | | | | | | (102,965) | |
| | | | | | | | |
Net Loss | | | | | | | | $ | (599,337) | |
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Notes to Consolidated Financial Statements (cont.)
December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| | Real Estate Segment | | SUMMIT Segment | | DPE Segment | | Total |
Total revenues | | $ | 749,293 | | | $ | 89,048 | | | $ | 81,113 | | | $ | 919,454 | |
Expenses: | | | | | | | | |
SUMMIT Operator expenses | | — | | | 89,207 | | | — | | | |
SUMMIT Operator tax expense | | — | | | 2,647 | | | — | | | |
Operating Expenses | | 174,063 | | | — | | | — | | | |
Real Estate Taxes | | 26,943 | | | — | | | — | | | |
Operating lease rent | | 138,228 | | | — | | | — | | | |
| | | | | | | | |
Net operating income from unconsolidated joint ventures | | $ | 195,508 | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Real Estate segment Net operating income | | $ | 605,567 | | | | | | | $ | 605,567 | |
| | | | | | | | |
Depreciation and amortization | | | | (862) | | | — | | | |
Interest expense, net of interest income | | | | — | | | (25,133) | | | |
| | | | | | | | |
SUMMIT and DPE Net income | | | | $ | (3,668) | | | $ | 55,980 | | | $ | 52,312 | |
| | | | | | | | |
Non-operating net loss from unconsolidated joint ventures | | | | | | | | (253,466) | |
Marketing, general and administrative expense | | | | | | | | (93,798) | |
Transaction related costs | | | | | | | | (409) | |
Depreciable real estate reserves | | | | | | | | (6,313) | |
Loss on sale of real estate, net | | | | | | | | (84,485) | |
Purchase price and other fair value adjustments | | | | | | | | (8,118) | |
Equity in net loss on sale of interest in unconsolidated joint venture/real estate | | | | | | | | (131) | |
Depreciation and amortization | | | | | | | | (215,305) | |
Amortization of deferred financing costs | | | | | | | | (7,817) | |
Interest expense, net of interest income | | | | | | | | (64,340) | |
| | | | | | | | |
Net Loss | | | | | | | | $ | (76,303) | |
For the real estate segment, the primary sources of revenue are tenant rents and escalations and reimbursement revenue. See Note 5, "Debt and Preferred Equity Investments," for additional details on our debt and preferred equity investments. We allocate loan loss reserves, net of recoveries, and transaction related costs to the debt and preferred equity segment. SUMMIT currently operates one location at One Vanderbilt Avenue in midtown Manhattan with the primary source of revenue generated from ticket sales.
There were no transactions between the above three segments other than the SUMMIT lease with our One Vanderbilt Avenue joint venture, which is part of the real estate segment. See Note 10, "Related Party Transactions."
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Column A | | Column B | | Column C Initial Cost | | Column D Cost Capitalized Subsequent To Acquisition (1) | | Column E Gross Amount at Which Carried at Close of Period | | Column F | | Column G | | Column H | | Column I |
Description (2) | | Encumbrances | | Land | | Building & Improvements | | Land | | Building & Improvements | | Land | | Building & Improvements | | Total | | Accumulated Depreciation | | Date of Construction | | Date Acquired | | Life on Which Depreciation is Computed |
420 Lexington Ave | | $ | 272,326 | | | $ | — | | | $ | 333,499 | | | $ | — | | | $ | 79,607 | | | $ | — | | | $ | 413,106 | | | $ | 413,106 | | | $ | 233,848 | | | 1927 | | 3/1998 | | Various |
711 Third Avenue | | — | | | 19,844 | | | 115,769 | | | — | | | 16,578 | | | 19,844 | | | 132,347 | | | 152,191 | | | 84,768 | | | 1955 | | 5/1998 | | Various |
555 W. 57th Street | | — | | | 18,846 | | | 140,946 | | | — | | | 21,526 | | | 18,846 | | | 162,472 | | | 181,318 | | | 103,967 | | | 1971 | | 1/1999 | | Various |
461 Fifth Avenue | | — | | | — | | | 88,276 | | | 28,873 | | | 15,200 | | | 28,873 | | | 103,476 | | | 132,349 | | | 49,460 | | | 1988 | | 10/2003 | | Various |
750 Third Avenue | | — | | | 51,093 | | | 251,523 | | | — | | | 114,773 | | | 51,093 | | | 366,296 | | | 417,389 | | | 115,992 | | | 1958 | | 7/2004 | | Various |
| | | | | | | | | | | | | | | | | | | | | | | | |
485 Lexington Avenue | | 450,000 | | | 78,282 | | | 452,631 | | | — | | | (4,635) | | | 78,282 | | | 447,996 | | | 526,278 | | | 217,606 | | | 1956 | | 12/2004 | | Various |
810 Seventh Avenue | | — | | | 114,077 | | | 550,819 | | | — | | | 13,809 | | | 114,077 | | | 564,628 | | | 678,705 | | | 252,324 | | | 1970 | | 1/2007 | | Various |
1185 Avenue of the Americas | | — | | | — | | | 791,106 | | | — | | | 46,785 | | | — | | | 837,891 | | | 837,891 | | | 418,159 | | | 1969 | | 1/2007 | | Various |
1350 Avenue of the Americas | | — | | | 90,941 | | | 431,517 | | | — | | | 26,318 | | | 90,941 | | | 457,835 | | | 548,776 | | | 211,252 | | | 1966 | | 1/2007 | | Various |
1-6 Landmark Square (3) | | 100,000 | | | 27,852 | | | 161,343 | | | (6,939) | | | (13,804) | | | 20,913 | | | 147,539 | | | 168,452 | | | 51,883 | | | 1973-1984 | | 1/2007 | | Various |
7 Landmark Square (3) | | — | | | 1,721 | | | 8,417 | | | (1,338) | | | (6,235) | | | 383 | | | 2,182 | | | 2,565 | | | 783 | | | 2007 | | 1/2007 | | Various |
100 Church Street | | 370,000 | | | 34,994 | | | 183,932 | | | — | | | 16,674 | | | 34,994 | | | 200,606 | | | 235,600 | | | 84,431 | | | 1959 | | 1/2010 | | Various |
125 Park Avenue | | — | | | 120,900 | | | 270,598 | | | — | | | 30,032 | | | 120,900 | | | 300,630 | | | 421,530 | | | 139,949 | | | 1923 | | 10/2010 | | Various |
19 East 65th Street | | — | | | 8,603 | | | 2,074 | | | — | | | 4,990 | | | 8,603 | | | 7,064 | | | 15,667 | | | 10 | | | 1929 | | 1/2012 | | Various |
304 Park Avenue | | — | | | 54,489 | | | 90,643 | | | — | | | 12,056 | | | 54,489 | | | 102,699 | | | 157,188 | | | 36,859 | | | 1930 | | 6/2012 | | Various |
| | | | | | | | | | | | | | | | | | | | | | | | |
760 Madison Avenue | | — | | | 284,286 | | | 8,314 | | | (2,748) | | | 165,708 | | | 281,538 | | | 174,022 | | | 455,560 | | | 5,315 | | | 1996/2012 | | 7/2014 | | Various |
| | | | | | | | | | | | | | | | | | | | | | | | |
110 Greene Street | | — | | | 45,120 | | | 228,393 | | | — | | | 4,741 | | | 45,120 | | | 233,134 | | | 278,254 | | | 64,093 | | | 1910 | | 7/2015 | | Various |
7 Dey / 185 Broadway | | 190,148 | | | 45,540 | | | 27,865 | | | — | | | 209,670 | | | 45,540 | | | 237,535 | | | 283,075 | | | 21,860 | | | 1921 | | 8/2015 | | Various |
| | | | | | | | | | | | | | | | | | | | | | | | |
885 Third Avenue (4) | | — | | | 138,444 | | | 244,040 | | | (138,444) | | | (119,024) | | | — | | | 125,016 | | | 125,016 | | | 15,506 | | | 1986 | | 7/2020 | | Various |
690 Madison | | — | | | 13,820 | | | 51,732 | | | (7,985) | | | (27,336) | | | 5,835 | | | 24,396 | | | 30,231 | | | 5,132 | | | 1879 | | 9/2021 | | Various |
100 Park Avenue (5) | | 360,000 | | | 230,891 | | | 133,269 | | | — | | | — | | | 230,891 | | | 133,269 | | | 364,160 | | | — | | | 1950 | | 2/2000 | | Various |
10 East 53rd Street (5) | | 205,000 | | | 104,143 | | | 62,470 | | | — | | | — | | | 104,143 | | | 62,470 | | | 166,613 | | | 4,710 | | | 1971 | | 2/2012 | | Various |
Other (6) | | — | | | 20,637 | | | 16,224 | | | (18,901) | | | (2,133) | | | 1,736 | | | 14,091 | | | 15,827 | | | 8,174 | | | | | | | |
Total | | $ | 1,947,474 | | | $ | 1,504,523 | | | $ | 4,645,400 | | | $ | (147,482) | | | $ | 605,300 | | | $ | 1,357,041 | | | $ | 5,250,700 | | | $ | 6,607,741 | | | $ | 2,126,081 | | | | | | | |
(1)Includes depreciable real estate reserves and impairments recorded subsequent to acquisition.
(2)All properties located in New York, New York, unless otherwise noted.
(3)Property located in Connecticut.
(4)In December 2022, the Company sold 414,317 square feet of office leasehold condominium units at the property. The Company retained the remaining 218,796 square feet of the building.
(5)Initial cost is the fair value that was determined upon consolidation of these investments in 2024.
(6)Other includes tenant improvements of eEmerge, capitalized interest and corporate improvements.
SL Green Realty Corp. and SL Green Operating Partnership, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 2024
(in thousands)
The changes in real estate for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands): | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Balance at beginning of year | $ | 6,102,864 | | | $ | 9,198,799 | | | $ | 7,650,907 | |
Property acquisitions | — | | | — | | | 1,900,042 | |
Improvements | 199,416 | | | 241,213 | | | 335,413 | |
Retirements/disposals/deconsolidation | 305,461 | | | (2,383,912) | | | (687,563) | |
Reclassification (1) | — | | | (953,236) | | | — | |
Balance at end of year | $ | 6,607,741 | | | $ | 6,102,864 | | | $ | 9,198,799 | |
The aggregate cost of land, buildings and improvements, before depreciation, for Federal income tax purposes as of December 31, 2024 was $4.9 billion (unaudited).
The changes in accumulated depreciation, exclusive of amounts relating to equipment, autos, and furniture and fixtures, for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
Balance at beginning of year | $ | 1,968,004 | | | $ | 2,039,554 | | | $ | 1,896,199 | |
Depreciation for year | 171,744 | | | 199,576 | | | 175,465 | |
Retirements/disposals/deconsolidation | (13,667) | | | (203,819) | | | (32,110) | |
Reclassification (1) | — | | | (67,307) | | | |
Balance at end of year | $ | 2,126,081 | | | $ | 1,968,004 | | | $ | 2,039,554 | |
(1) Beginning in the second quarter of 2024, we reclassified amounts recorded for certain right-of-use assets classified as operating leases from a gross presentation above accumulated depreciation to a net presentation below accumulated depreciation in our consolidated balance sheets. This includes reclassifying the related amortization that was previously included in the accumulated depreciation balance. As such, we no longer present right-of-use assets and related amortization in Schedule III - Real Estate and Accumulated Depreciation. See the "Reclassification" section of Note 2, "Significant Accounting Policies" for more information regarding this reclassification.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
(a)(1) Consolidated Financial Statements
| | | | | |
| |
SL GREEN REALTY CORP. | |
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) | |
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) | |
Consolidated Balance Sheets as of December 31, 2024 and 2023 | |
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | |
SL GREEN OPERATING PARTNERSHIP, L.P. | |
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP) | |
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) | |
Consolidated Balance Sheets as of December 31, 2024 and 2023 | |
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | |
Notes to Consolidated Financial Statements | |
(a)(2) Financial Statement Schedules | |
| |
Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2024 | |
Schedules other than those listed are omitted as they are not applicable or the required or equivalent information has been included in the financial statements or notes thereto.
(a)(3) In reviewing the agreements included as exhibits to this Amendment No. 1, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Amendment No. 1 and our other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
INDEX TO EXHIBITS
| | | | | |
| Articles of Restatement, incorporated by reference to the Company's Form 10-Q, dated July 11, 2014, filed with the SEC on August 11, 2014. |
| Articles of Amendment to the Company's Articles of Restatement, incorporated by reference to the Company's Form 8-K, dated July 18, 2017, filed with the SEC on July 18, 2017. |
| Articles of Amendment to the Company's Articles of Restatement, incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, dated January 20, 2021, filed with the SEC on January 20, 2021. |
| Articles of Amendment to the Company's Articles of Restatement, incorporated by reference to Exhibit 3.2 to the Company's Form 8-K, dated January 20, 2021, filed with the SEC on January 20, 2021. |
| Articles of Amendment to the Company's Articles of Restatement, incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, dated January 21, 2022, filed with the SEC on January 21, 2022. |
| Articles of Amendment to the Company's Articles of Restatement, incorporated by reference to Exhibit 3.2 to the Company's Form 8-K, dated January 21, 2022, filed with the SEC on January 21, 2022. |
| Fifth Amended and Restated Bylaws of the Company, incorporated by reference to the Company's Form 8-K, dated December 21, 2018, filed with the SEC on December 28, 2018. |
| First Amendment to Fifth Amended and Restated Bylaws of the Company, effective as of May 11, 2020, incorporated by reference to the Company's Form 8-K, dated May 11, 2020, filed with the SEC on May 13, 2020. |
| Articles Supplementary Electing that SL Green Realty Corp. be Subject to Maryland General Corporations Law Section 3-804(c), incorporated by reference to the Company's Form 8-K, dated September 16, 2009, filed with the SEC on September 16, 2009. |
| Articles Supplementary reclassifying 4,600,000 shares of 8.0% Series A Convertible Cumulative Preferred Stock, 1,300,000 shares of Series B Junior Participating Preferred Stock and 4,000,000 shares of 7.875% Series D Cumulative Redeemable Preferred Stock into authorized preferred stock without further designation, incorporated by reference to the Company's Form 8-K, dated August 9, 2012, filed with the SEC on August 10, 2012. |
| Articles Supplementary classifying and designating 9,200,000 shares of the Company's 6.50% Series I Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to the Company's Form 8-K, dated August 9, 2012, filed with the SEC on August 10, 2012. |
| First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, incorporated by reference to the Company's Form 8-K, dated October 23, 2002, filed with the SEC on October 23, 2002. |
| First Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated May 14, 1998, incorporated by reference to the Company's Form 8-K, dated October 23, 2002, filed with the SEC on October 23, 2002. |
| Second Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed with the SEC on July 31, 2002. |
| Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of March 15, 2006, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006. |
| Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 25, 2007, incorporated by reference to the Company's Form 8-K, dated January 24, 2007, filed with the SEC on January 30, 2007. |
| Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 20, 2010, incorporated by reference to the Company's Form 8-K, dated January 20, 2010, filed with the SEC on January 20, 2010. |
| Tenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 31, 2012, incorporated by reference to the Company's Form 8-K, dated January 31, 2012, filed with the SEC on February 2, 2012. |
| Eleventh Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated March 6, 2012, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 10, 2012. |
| Twelfth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 10, 2012, incorporated by reference to the Company's Form 8-K, dated August 10, 2012, filed with the SEC on August 10, 2012. |
| Fourteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 1, 2014, incorporated by reference to the Company's Form 8-K, dated July 2, 2014, filed with the SEC on July 2, 2014. |
| | | | | |
| Fifteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 1, 2014, incorporated by reference to the Company's Form 8-K, dated July 2, 2014, filed with the SEC on July 2, 2014. |
| Eighteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 2015, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 18, 2022. |
| Nineteenth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 22, 2015, incorporated by reference to the Company's Form 8-K, dated July 24, 2015, filed with the SEC on July 24, 2015. |
| Twentieth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of July 22, 2015, incorporated by reference to the Company's Form 8-K, dated July 24, 2015, filed with the SEC on July 24, 2015. |
| Twenty-First Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 20, 2015, incorporated by reference to the Company's Form 8-K, dated as of August 21, 2015, filed with the SEC on August 21, 2015. |
| Twenty-Second Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 20, 2015, incorporated by reference to the Company's Form 8-K, dated as of August 21, 2015, filed with the SEC on August 21, 2015. |
| Twenty-Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 17, 2016, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 9, 2016. |
| Twenty-Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of May 1, 2019, incorporated by reference to the Company's Form 8-K, dated as of May 3, 2019, filed with the SEC on May 3, 2019. |
| Twenty-Seventh Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of January 8, 2020, incorporated by reference to the Company's Form 8-K, dated as of January 14, 2020, filed with the SEC on January 14, 2020. |
| Twenty-Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of December 20, 2021, incorporated by reference to the Company's Form 8-K, dated as of December 20, 2021, filed with the SEC on December 22, 2021. |
| Twenty-Ninth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of October 26, 2022, incorporated by reference to the Company's Form 8-K, dated as of October 26, 2022, filed with the SEC on October 28, 2022. |
| Thirtieth Amendment to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of April 20, 2023, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 5, 2023. |
| Specimen Common Stock Certificate, incorporated by reference to the Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997. |
| Form of stock certificate evidencing the 6.50% Series I Cumulative Redeemable Preferred Stock of the Company, liquidation preference $25.00 per share, par value $0.01 per share, incorporated by reference to the Company's Form 8-K, dated August 9, 2012, filed with the SEC on August 10, 2012. |
| Indenture, dated as of August 5, 2011, among the Company, the Operating Partnership and ROP, as Co-Obligors, and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company's Form 8-K, dated August 5, 2011, filed with the SEC on August 5, 2011. |
| Junior Subordinated Indenture, dated as of June 30, 2005, between the Operating Partnership and JPMorgan Chase Bank, National Association, as Trustee, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the SEC on August 9, 2005. |
| Indenture, dated as of October 5, 2017, among the Operating Partnership and The Bank of New York Mellon, as Trustee, incorporated by reference to the Company's Form 8-K, dated October 5, 2017, filed with the SEC on October 5, 2017. |
| Description of the registrant's securities registered pursuant to section 12 of the Securities and Exchange Act of 1934.* |
| Form of Articles of Incorporation and Bylaws of S.L. Green Management Corp., incorporated by reference to the Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997. |
| Form of Registration Rights Agreement between the Company and the persons named therein, incorporated by reference to the Company's Registration Statement on Form S-11 (No. 333-29329), declared effective by the SEC on August 14, 1997. |
| | | | | |
| Amended and Restated Trust Agreement among the Operating Partnership, as depositor, JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee, and the administrative trustees named therein, dated June 30, 2005, incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the SEC on August 9, 2005. |
| SL Green Realty Corp. Fifth Amended and Restated 2005 Stock Option and Incentive Plan, incorporated by reference to Appendix A to the Company's definitive Proxy Statement on Schedule 14A filed on April 21, 2022 |
| Amended and Restated Non-Employee Directors' Deferral Program, dated December 13, 2017, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 23, 2018. |
| Amended and Restated Employment and Non-competition Agreement, dated December 24, 2010, between Stephen L. Green and the Company, incorporated by reference to the Company's Form 8-K, dated December 23, 2010, filed with the SEC on December 29, 2010. |
| Deferred Compensation Agreement, dated December 18, 2009, between the Company and Stephen L. Green, incorporated by reference to the Company's Form 8-K, dated December 18, 2009, filed with the SEC on December 24, 2009. |
| Deferred Compensation Agreement, dated December 24, 2010, between the Company and Stephen L. Green, incorporated by reference to the Company's Form 8-K, dated December 23, 2010, filed with the SEC on December 29, 2010. |
| Deferred Compensation Agreement (2013), dated as of September 12, 2013, by and between the Company and Marc Holliday, incorporated by reference to the Company's Form 8-K, dated September 12, 2013, filed with the SEC on September 13, 2013. |
| Deferred Compensation Agreement, dated as of February 10, 2016, by and between SL Green Realty Corp. and Marc Holliday, incorporated by reference to the Company's Form 8-K, dated February 10, 2016, filed with the SEC on February 12, 2016. |
| Amended and Restated Employment and Noncompetition Agreement, dated as of December 31, 2021, by and between SL Green Realty Corp. and Marc Holliday, incorporated by reference to the Company's Form 8-K/A, dated December 31, 2021, filed with the SEC on January 6, 2022. |
| Letter Agreement, dated as of April 30, 2018, by and between SL Green Realty Corp. and Marc Holliday, incorporated by reference to the Company's Form 8-K, dated April 27, 2018, filed with the SEC on May 3, 2018. |
| Amended and Restated Employment and Noncompetition Agreement, dated as of December 31, 2021, by and between SL Green Realty Corp. and Andrew Levine, incorporated by reference to the Company's Form 8-K/A, dated December 31, 2021, filed with the SEC on January 6, 2022. |
| Chairman Emeritus Agreement, dated as of December 21, 2018, by and between SL Green Realty Corp. and Stephen L. Green, incorporated by reference to the Company's Form 8-K, dated December 21, 2018, filed with the SEC on December 28, 2018. |
| Third Amended and Restated Credit Agreement, dated as of December 6, 2021, by and among SL Green Realty Corp. and SL Green Operating Partnership, L.P., as Borrowers, each of the Lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc. and TD Bank, N.A., as joint lead arrangers and joint bookrunners for the Revolving Credit Facility and Term Loan A Facility, BofA Securities, Inc. BMO Capital Markets Corp. and The Bank of New York Mellon, as joint lead arrangers for the Revolving Credit Facility and Term Loan A Facility, JPMorgan Chase Bank, N.A., as syndication agent for the Revolving Credit Facility and Term Loan A Facility, Deutsche Bank Securities Inc., TD Bank N.A., Bank of America, N.A., Bank of Montreal and The Bank of New York Mellon, as documentation agents for the Revolving Credit Facility and Term Loan A Facility, Wells Fargo Securities, LLC and U.S. Bank National Association, as joint lead arrangers and joint bookrunners for the Term Loan B Facility, U.S. Bank National Association, as syndication agent for the Term Loan B Facility, Wells Fargo Bank, National Association, as sustainability agent, and the other lenders and agents a party thereto, incorporated by reference to the Company's Form 8-K, dated December 6, 2021, filed with the SEC on December 8, 2021. |
| Amended and Restated Employment and Noncompetition Agreement, dated as of March 2, 2023, by and between SL Green Realty Corp. and Matthew DiLiberto, incorporated by reference to the Company's Form 8-K, dated March 2, 2023, filed with the SEC on March 6, 2023. |
| Non-Renewal and Advisory Agreement, dated as of October 9, 2023, by and between SL Green Realty Corp. and Andrew Mathias, incorporated by reference to the Company's Form 8-K, dated October 9, 2023, filed with the SEC on October 10, 2023. |
| First Amendment to Amended and Restated Employment and Noncompetition Agreement, dated as of January 30, 2024, by and between SL Green Realty Corp. and Matthew DiLiberto, incorporated by reference to the Company's Form 8-K, dated January 30, 2024, filed with the SEC on February 2, 2024. |
| Amended and Restated Employment and Noncompetition Agreement, dated as of December 27, 2024, by and between SL Green Realty Corp. and Marc Holliday, incorporated by reference to the Company's Form 8-K, dated December 27, 2024, filed with the SEC on December 31, 2024. |
| | | | | |
| Letter of Ernst & Young LLP, dated November 29, 2023, to the Securities and Exchange Commission, incorporated by reference to the Company's Form 8-K, dated November 29, 2023, filed with the SEC on November 29, 2023. |
| Insider Trading Policy.* |
| Subsidiaries of SL Green Realty Corp.* |
| Subsidiaries of SL Green Operating Partnership L.P.* |
| Consent of Deloitte & Touche LLP for SL Green Realty Corp., filed herewith. |
| Consent of Deloitte & Touche LLP for SL Green Operating Partnership, L.P., filed herewith. |
| Consent of Ernst & Young LLP for SL Green Realty Corp., filed herewith. |
| Consent of Ernst & Young LLP for SL Green Operating Partnership, L.P., filed herewith. |
| Power of Attorney for SL Green Realty Corp., included on the signature page of this Form 10-K. |
| Power of Attorney for SL Green Operating Partnership, L.P., included on the signature page of this Form 10-K. |
| Certification by the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| Certification by the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| Certification by the Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. |
| Certification by the Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. |
| Certification by the Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. |
| Certification by the Chief Executive Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. |
| Certification by the Chief Financial Officer of the Company, the sole general partner of the Operating Partnership pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith. |
| Compensation Recovery Policy, dated September 27, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024. |
101 | The following financial statements from SL Green Realty Corp. and SL Green Operating Partnership L.P.'s Amendment No.1 to the Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Capital, (vi) Consolidated Statements of Cash Flows, and (vii) Notes to Consolidated Financial Statements, detail tagged and filed herewith. |
104 | Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101) |
| |
*Exhibit as filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 18, 2025.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | |
| | | | |
| | SL GREEN REALTY CORP. |
| | | | |
| | By: | | /s/ Matthew J. DiLiberto |
Dated: April 17, 2025 | | | | Matthew J. DiLiberto Chief Financial Officer |
________________________________________________________________________________________________________________________
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of SL Green Realty Corp. hereby severally constitute Marc Holliday and Matthew J. DiLiberto, and each of them singly, our true and lawful attorneys and with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Amendment No. 1 to the Annual Report on Form 10-K filed herewith and any and all amendments to said Amendment No. 1 to the Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable SL Green Realty Corp. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Amendment No. 1 to the Annual Report on Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| | | | | | | | |
Signatures | Title | Date |
| | |
/s/ Marc Holliday | Chairman of the Board of Directors, Chief Executive Officer and Interim President (Principal Executive Officer) | April 17, 2025 |
Marc Holliday |
| | |
/s/ Matthew J. DiLiberto | Chief Financial Officer (Principal Financial and Accounting Officer) | April 17, 2025 |
Matthew J. DiLiberto |
| | |
** | Director | April 17, 2025 |
Stephen L. Green |
| | |
** | Director | April 17, 2025 |
Andrew W. Mathias |
| | |
** | Director | April 17, 2025 |
John H. Alschuler, Jr. |
| | |
** | Director | April 17, 2025 |
Craig M. Hatkoff |
| | |
** | Director | April 17, 2025 |
Lauren B. Dillard |
| | |
** | Director | April 17, 2025 |
Carol Brown |
** The undersigned does hereby sign this Amendment No. 1 to the Annual Report on Form 10-K on behalf of the above-indicated person pursuant to the power of attorney executed by such person.
By: /s/ Matthew J. DiLiberto
Matthew J DiLiberto
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | | | | |
| | | | |
| | SL GREEN OPERATING PARTNERSHIP, L.P. |
| | By: | | SL Green Realty Corp. |
| | | | |
| | | | /s/ Matthew J. DiLiberto |
Dated: April 17, 2025 | | By: | | Matthew J. DiLiberto Chief Financial Officer |
________________________________________________________________________________________________________________________
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of SL Green Realty Corp., the sole general partner of SL Green Operating Partnership, L.P., hereby severally constitute Marc Holliday and Matthew J. DiLiberto, and each of them singly, our true and lawful attorneys and with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, Amendment No. 1 to the Annual Report on Form 10-K filed herewith and any and all amendments to said Amendment No. 1 to the Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable SL Green Operating Partnership, L.P. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Amendment No. 1 to the Annual Report on Form 10-K and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| | | | | | | | |
Signatures | Title | Date |
| | |
/s/ Marc Holliday | Chairman of the Board of Directors, Chief Executive Officer and Interim President of SL Green, the sole general partner of the Operating Partnership (Principal Executive Officer) | April 17, 2025 |
Marc Holliday |
| | |
/s/ Matthew J. DiLiberto | Chief Financial Officer of SL Green, the sole general partner of the Operating Partnership (Principal Financial and Accounting Officer) | April 17, 2025 |
Matthew J. DiLiberto |
| | |
** | Director of SL Green, the sole general partner of the Operating Partnership | April 17, 2025 |
Stephen L. Green |
| | |
** | Director of SL Green, the sole general partner of the Operating Partnership | April 17, 2025 |
Andrew W. Mathias |
| | |
** | Director of SL Green, the sole general partner of the Operating Partnership | April 17, 2025 |
John H. Alschuler, Jr. |
| | |
** | Director of SL Green, the sole general partner of the Operating Partnership | April 17, 2025 |
Craig M. Hatkoff |
| | |
** | Director of SL Green, the sole general partner of the Operating Partnership | April 17, 2025 |
Lauren B. Dillard |
| | |
** | Director of SL Green, the sole general partner of the Operating Partnership | April 17, 2025 |
Carol Brown |
** The undersigned does hereby sign this Amendment No. 1 to the Annual Report on Form 10-K on behalf of the above-indicated person pursuant to the power of attorney executed by such person.
By: /s/ Matthew J. DiLiberto
Matthew J DiLiberto
Chief Financial Officer