Exhibit 99.1

 

420 Lexington Avenue New York City, NY 10170

 

CONTACT

Michael W. Reid

Chief Operating Officer

-or-

Thomas E. Wirth

Chief Financial Officer

(212) 594-2700

 

FOR IMMEDIATE RELEASE

 

SL GREEN REALTY CORP. REPORTS 7% INCREASE
IN SECOND QUARTER FFO PER SHARE

 

Release Highlights

 

                  7% FFO increase, before minority interest, $0.87 per share (diluted) versus $0.81 per share (diluted) for the same quarter in 2002

                  Executed an agreement to sell 1370 Broadway for total consideration of $58.5 million

                  Executed an agreement to acquire a leasehold interest in 461 Fifth Avenue for $62.3 million

                  Executed $146.0 million 10-year forward swap at an effective U.S. Treasury rate of 3.50%

                  Refinanced 180 Madison Avenue with a 5-year $45.0 million first mortgage fixed at 4.57%

                  Increased unsecured 5-year term loan facility to $200 million

                  Originated $11.0 million of structured finance investments

 

Financial Results

 

New York, NY, July 22, 2003 – SL Green Realty Corp. (NYSE:SLG) reported a 7% increase in operating results for the three months ended June 30, 2003.  During this period, funds from operations (FFO) before minority interest totaled $31.6 million, or $0.87 per share (diluted), compared to $28.4 million, or $0.81 per share (diluted), for the same quarter in 2002.  This growth was mainly attributable to the acquisitions of 220 East 42nd Street and condominium interests in 125 Broad Street in the first quarter of 2003.

 

For the six months ended June 30, 2003, operating results improved 8% as FFO before minority interest totaled $61.8million, or $1.72 per share (diluted), compared to $55.3 million, or $1.59 per share (diluted), for the same period in 2002.

 

1



 

Net income available for common shareholders for the second quarter 2003 totaled $15.5 million, or $0.49 per share (diluted), a decrease of 4% as compared to the same quarter in 2002 when net income totaled $15.7 million, or $0.51 per share (diluted).  The decrease in net income is primarily due to the increased depreciation expense from the first quarter acquisitions of 220 East 42nd Street and condominium interests in 125 Broad Street.

 

Net income available for common shareholders for the six months ended June 30, 2003 totaled $49.5 million, or $1.51 per share (diluted), an increase of 51% as compared to the same period in 2002 when net income totaled $30.9 million, or $1.00 per share (diluted).  The increase is primarily due to the $19.2 million gain on the sale of 50 West 23rd Street.

 

The Company’s weighted average diluted shares outstanding increased 0.9 million, or 2.4%, to 38.8 million in 2003 from 37.9 million in 2002.  The increase is primarily attributable to the issuance of units of limited partnership interest in the Company’s operating partnership in connection with the acquisitions of 220 East 42nd Street and condominium interests in 125 Broad Street in the first quarter of 2003.

 

Consolidated Results

 

Total quarterly revenues increased 28% in the second quarter of 2003 to $74.4 million compared to $57.9 million in the same quarter in 2002.  The $16.5 million growth in revenue resulted primarily from the following items:

 

                  $14.0 million increase from 2003 acquisitions

                  $3.8 million increase from the 2003 same-store portfolio

                  $0.8 million increase from non same-store revenue and reduced general corporate reserves

                  $2.3 million decrease in preferred and investment income.

 

The Company’s EBITDA increased $6.1 million to $41.6 million, however margins (EBITDA divided by total revenue) before ground rent decreased to 64.2%, compared to 75.8% for the same period last year.  After ground rent, margins decreased to 59.6% from 69.6% in the corresponding period.  The reductions in margins are due to the reduction in investment and preferred income.  The following items primarily drove the EBITDA increase:

 

                  $7.2 million increase from GAAP NOI

                  $7.8 million increase from 2003 property acquisitions

                  $0.3 million decrease in income from unconsolidated joint ventures

                  $0.3 million decrease from non same-store properties

                  $1.0 million increase for reduced income from discontinued operations (included in GAAP NOI)

                  $0.5 million increase from reduced MG&A expense

                  $2.3 million decrease in investment and preferred income

                  $0.4 million decrease from reduced affiliate income.

 

FFO improved $3.2 million primarily as a result of:

 

                  $6.1 million increase in EBITDA

                  $0.7 million increase in FFO adjustment from unconsolidated joint ventures

 

2



 

                  $0.2 million increase from decreased amortization of finance costs

                  $1.0 million decrease in FFO from discontinued operations

                  $2.8 million decrease from higher interest expense

 

The $2.8 million increase in interest expense was primarily associated with higher average debt levels associated with new investment activity ($4.1 million) and the funding of ongoing capital projects and working capital requirements ($0.4 million).  These increases were partially offset by reduced loan balances due to previous disposition activity ($1.4 million) and lower interest rates ($0.2 million).

 

The 2002 results have been restated to classify the operating results of 1370 Broadway, 50 West 23rd Street, and 875 Bridgeport Avenue, Shelton, Connecticut as income from discontinued operations.  The Company sold 50 West 23rd Street (March 2003) and 875 Bridgeport Avenue (May 2003) and has a signed contract of sale for 1370 Broadway, which is scheduled to close during the third quarter of 2003.

 

Same-Store Results

 

During the second quarter of 2003, same-store cash NOI increased $0.4 million to $27.3 million, as compared to $26.9 million over the same quarter in 2002.  The increase in cash NOI was driven by a $4.4 million (8.8%) increase in cash revenue.  This increase was primarily due to:

 

                  $0.7 million increase from replacement rents, which were 14% higher than previously fully escalated rents, including early renewals ($0.2 million) and contractual rent steps and reduced free rent ($0.5 million)

                  $2.6 million increase in escalation and reimbursement revenue primarily due to real estate tax reimbursements ($1.4 million), higher operating expense escalations ($0.7 million) and increased electric reimbursement ($0.4 million)

                  $0.4 million increase from higher weighted average occupancy in 2003 (97.3%) compared to 2002 (96.6%).

 

However, cash NOI margins before ground rent decreased year over year from 57.6% to 54.5%.  The decrease in operating margins is due to the 17% increase in operating expenses.  The increase in revenue was partially offset by a $3.9 million (17.3%) increase in operating expenses due to:

 

      $2.0 million (30%) increase in real estate taxes

      $0.8 million (28%) increase in insurance costs

      $0.6 million (78%) increase in management, professional and advertising costs

      $0.2 million (11%) increase in repairs, maintenance and security expenses

      $0.2 million (5%) increase in utility costs.

 

Approximately 93% of the quarterly electric expense was recovered through the utility clause in the tenants’ leases.

 

Leasing Activity

 

For the second quarter of 2003, the Company signed 68 office leases totaling 311,000 rentable square feet with starting office cash rents averaging $31.42 per square foot, a 10% increase over

 

3



 

previously fully-escalated cash rents averaging $28.58 per square foot.  Tenant concessions averaged 1.67 months of free rent with an allowance for tenant improvements of $20.15 per rentable square foot.  This leasing activity includes early renewals for eight office leases totaling 13,000 rentable square feet.  Including retail and storage, the Company’s quarterly leasing activity totaled 76 signed leases for 324,000 rentable square feet.

 

For the six months ended June 30, 2003, the Company signed 125 office leases totaling approximately 628,000 rentable square feet with starting office cash rents averaging $34.03 per square foot, a 7.1% increase over previously fully-escalated cash rents averaging $31.77 per square foot.  Tenant concessions averaged 2.63 months of free rent and an allowance for tenant improvements of $19.59 per square foot.  This leasing activity includes early renewals for 13 office leases totaling approximately 54,000 rentable square feet.

 

Real Estate Activity

 

1370 Broadway
New York, New York

 

The Company has entered into an agreement to sell 1370 Broadway for total consideration of $58.5 million, or $234 per square foot.  This sale will result in a gain of approximately $3.9 million.  The transaction is expected to close during the third quarter of 2003.  The taxable gain, inclusive of the deferred gain from the prior sale of 17 Battery South, totaling $18.5 million, will be deferred into the pending acquisition of 461 Fifth Avenue.

 

461 Fifth Avenue
New York, New York

 

On July 21, 2003, the Company announced that it had entered into an agreement to acquire the long-term leasehold interest in 461 Fifth Avenue for $62.3 million, or $312 per square foot.  The going-in unlevered cash NOI yield on investment is 7.74% based on fully escalated in-place rents averaging in the high $50’s per square foot.  The leasehold acquisition will be funded, in part, with the proceeds from the anticipated sale of 1370 Broadway, which the Company currently has under a signed contract.  As a 1031 tax-free exchange, the transaction will enable the Company to defer gains from this sale of 1370 Broadway and from the sale of 17 Battery Place South, which gain was initially re-invested in 1370 Broadway.  The balance of the acquisition will be funded using the Company’s unsecured line of credit.

 

875 Bridgeport Avenue
Shelton, Connecticut

 

The Company sold 875 Bridgeport Avenue in Shelton, Connecticut for $16.2 million, or $252 per square foot.  As part of the sale, the existing $14.8 million mortgage was assumed by the purchaser.  The transaction closed in May of 2003 and resulted in a $0.3 million loss.  A majority of the taxable gain, from the prior sale of 29 West 35th Street ($8.3 million), will be reinvested and further deferred into 220 East 42nd Street and 125 Broad Street.

 

4



 

Structured Finance Activity

 

In May 2003, the Company originated $11.0 million of structured finance investments with an initial yield of 12.0%.  During July 2003, the Company received a redemption totaling $27.7 million.

 

As of June 30, 2003, the par value of the Company’s structured finance and preferred equity investments totaled $125.5 million.  The weighted average balance outstanding for the second quarter was $120.0 million.  During the second quarter 2003, the weighted average yield was 12.4% and the second quarter end run rate was 12.0%.

 

Financing Activity

 

10-Year Forward Swap

 

In June 2003, the Company executed a 10-year, $146 million forward swap in anticipation of a financing to be executed in the fourth quarter of 2003.  The forward swap hedged the Treasury rate on the future funding at an effective rate of 3.50%, as well as the swap spread which is highly correlated to the credit risk spread.

 

Unsecured Term Loan

 

On June 5, 2003, the Company increased its unsecured term loan facility led by Wells Fargo Bank to $200.0 million from its original capacity of $150.0 million.  In addition, the facility’s maturity date has been extended to June 8, 2008.  The facility has an outstanding balance totaling $100.0 million at June 30, 2003.

 

180 Madison Mortgage Financing

 

In July 2003, the Company completed a $45.0 million first mortgage financing of the property located at 180 Madison Avenue, owned through a joint venture with Morgan Stanley Real Estate Fund.  The mortgage bears interest at a fixed rate of 4.57% per annum and matures in July 2008.  The financing proceeds were used to pay off the existing $31.6 million first mortgage.  The excess proceeds of approximately $6.0 million to be received by the Company will reduce the outstanding balance on the Company’s unsecured line of credit.

 

Other

 

2003 Long-Term Outperformance Compensation Plan

 

At the May, 2003 meeting of the Company’s Board of Directors, the Board ratified a long-term, seven-year compensation program for senior management.  The program, which measures the Company’s performance over a 48-month period (unless terminated earlier) commencing with the second quarter, 2003, provides that holders of the Company’s common equity are to achieve a 40% total return during the measurement period over a base of $30.07 per share before any restricted stock awards are granted.  Management will receive an award of restricted stock in an amount between 8% and 10% of the excess return over the baseline return.  At the end of the four-year measurement period, 40% of the award will vest on the measurement date and 60% of the award will vest ratably over the subsequent three years based on continued employment.

 

5



 

Any restricted stock to be issued under the program will be allocated from the Company’s stock option plan, which was previously approved through a shareholder vote in May, 2002.

 

Today, the Company’s portfolio consists of interests in 26 properties, aggregating 12.9 million square feet.

 

SL Green Realty Corp. is a self-administered and self-managed real estate investment trust (“REIT”) that acquires, owns, repositions and manages a portfolio of commercial office properties in Manhattan.  The Company is the only publicly traded REIT, which exclusively specializes in this niche.

 

Conference Call

 

The Company will host a conference call and audio web cast on Wednesday, July 23, at 2 pm ET to discuss the financial results.  The conference call can be accessed by dialing (913) 981-5517.  A replay of the call will be available through July 30 by dialing (719) 457-0820 or (888) 203-1112, pass-code 782472.  The call will be simultaneously broadcast via the Internet and individuals who wish to access the conference call should go to www.slgreen.com to log onto the call or to listen to a replay following the call.

 

Non-GAAP Financial Measures

 

During the July 23, 2003 conference call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. In addition, the Company has used non-GAAP financial measures in this press release.  A reconciliation of each non-GAAP financial measure and the comparable GAAP financial measure (net income) can be found on pages seven and nine of this release and in our second quarter supplemental data package.

 

* Financial Tables attached

 

To receive the Company’s latest news release and other corporate documents, including the second quarter supplemental data, via FAX at no cost, please contact the Investor Relations office at 212-216-1601.  All releases and supplemental data can also be downloaded directly from the SL Green website at:  www.slgreen.com

 

Forward-looking Information

 

This press release contains forward-looking information based upon the Company’s current best judgment and expectations.  Actual results could vary from those presented herein.  The risks and uncertainties associated with forward-looking information in this release include the strength of the commercial office real estate markets in New York, competitive market conditions, unanticipated administrative costs, timing of leasing income, general and local economic conditions, interest rates, capital market conditions, tenant bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, many of which are beyond the Company’s control.  We undertake no obligation to publicly update or revise any of the forward-looking information.  For further information, please refer to the Company’s filing with the Securities and Exchange Commission.

 

6



 

SL GREEN REALTY CORP.

STATEMENTS OF OPERATIONS-UNAUDITED

(Amounts in thousands, except per share data)

                                                     

 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 

 

 

2003

 

2002

 

2003

 

2002

 

Revenue:

 

 

 

 

 

 

 

 

 

Rental revenue, net

 

$

59,364

 

$

44,711

 

$

110,923

 

$

88,890

 

FAS 141 Revenue Adjustment

 

(55

)

 

(55

)

 

Escalations & reimbursement revenues

 

10,022

 

5,977

 

18,200

 

12,312

 

Signage rent

 

407

 

267

 

732

 

733

 

Preferred equity investment income

 

731

 

1,934

 

2,287

 

3,845

 

Investment income

 

2,718

 

3,828

 

6,079

 

7,548

 

Other income

 

1,164

 

1,202

 

2,863

 

2,174

 

Total revenues

 

74,351

 

57,919

 

141,029

 

115,502

 

 

 

 

 

 

 

 

 

 

 

Equity in net (loss) income from affiliates

 

(99

)

307

 

(196

)

223

 

Equity in net income from unconsolidated joint ventures

 

3,651

 

3,998

 

7,827

 

7,331

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Operating expenses

 

19,313

 

13,474

 

35,998

 

26,437

 

Ground rent

 

3,266

 

3,159

 

6,430

 

6,318

 

Real estate taxes

 

10,955

 

6,775

 

20,584

 

13,556

 

Marketing, general and administrative

 

2,804

 

3,357

 

5,990

 

6,559

 

Total expenses

 

36,338

 

26,765

 

69,002

 

52,870

 

Earnings Before Interest, depreciation and amortization (EBITDA)

 

41,565

 

35,459

 

79,658

 

70,186

 

Interest

 

11,574

 

8,821

 

21,225

 

17,239

 

Depreciation and amortization

 

11,573

 

9,132

 

22,163

 

18,139

 

Net income from Continuing Operations

 

18,418

 

17,506

 

36,270

 

34,808

 

 

 

 

 

 

 

 

 

 

 

Income from Discontinued Operations, net of minority interests

 

958

 

1,625

 

2,691

 

3,010

 

Gain (loss) on sale of Discontinued Operations, net of minority interests

 

(300

)

 

17,524

 

 

Minority interests

 

(1,103

)

(1,033

)

(2,165

)

(2,084

)

Preferred stock dividends and accretion

 

(2,431

)

(2,423

)

(4,862

)

(4,846

)

Net income available to common shareholders

 

$

15,542

 

$

15,675

 

$

49,458

 

$

30,888

 

Net income per share (Basic)

 

$

0.50

 

$

0.52

 

$

1.60

 

$

1.03

 

Net income per share (Diluted)

 

$

0.49

 

$

0.51

 

$

1.51

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

Funds From Operations (FFO)

 

 

 

 

 

 

 

 

 

FFO per share (Basic)

 

$

0.95

 

$

0.87

 

$

1.86

 

$

1.71

 

FFO per share (Diluted)

 

$

0.87

 

$

0.81

 

$

1.72

 

$

1.59

 

 

 

 

 

 

 

 

 

 

 

FFO Calculation:

 

 

 

 

 

 

 

 

 

Income before minority interests, preferred stock dividends and Accretion and discontinued Operations

 

$

18,418

 

$

17,506

 

$

36,270

 

$

34,808

 

Less:

 

 

 

 

 

 

 

 

 

Preferred stock dividend

 

(2,300

)

(2,300

)

(4,600

)

(4,600

)

Add:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

11,573

 

9,132

 

22,163

 

18,139

 

FFO from Discontinued Operations

 

1,333

 

2,359

 

3,517

 

4,431

 

Joint venture FFO adjustment

 

3,438

 

2,713

 

6,825

 

4,594

 

Amortization of deferred financing costs and depreciation of non-real estate assets

 

(886

)

(1,050

)

(2,371

)

(2,033

)

FFO before minority interests– BASIC

 

31,576

 

28,360

 

61,804

 

55,339

 

Add:  Preferred stock dividends

 

2,300

 

2,300

 

4,600

 

4,600

 

FFO before minority interests – DILUTED

 

$

33,876

 

$

30,660

 

$

66,404

 

$

59,939

 

Basic ownership interest

 

 

 

 

 

 

 

 

 

Weighted average REIT common shares

 

31,082

 

30,200

 

30,895

 

30,097

 

Weighted average partnership units held by minority interests

 

2,326

 

2,222

 

2,302

 

2,247

 

Basic weighted average shares and units outstanding

 

33,408

 

32,422

 

33,197

 

32,344

 

Diluted ownership interest

 

 

 

 

 

 

 

 

 

Weighted average REIT common share and common share equivalents

 

31,794

 

30,961

 

31,511

 

30,804

 

Weighted average partnership units held by minority interests

 

2,326

 

2,222

 

2,302

 

2,247

 

Common share equivalents for preferred stock

 

4,699

 

4,699

 

4,699

 

4,699

 

Diluted weighted average shares and units outstanding

 

38,819

 

37,882

 

38,512

 

37,750

 

 

7



 

SL GREEN REALTY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

 

 

 

June 30,
2003

 

December 31,
2002

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Commercial real estate properties, at cost:

 

 

 

 

 

Land and land interests

 

$

167,793

 

$

131,078

 

Buildings and improvements

 

839,139

 

683,165

 

Building leasehold and improvements

 

247,336

 

149,326

 

Property under capital lease

 

12,208

 

12,208

 

 

 

1,266,476

 

975,777

 

Less accumulated depreciation

 

(136,836

)

(126,669

)

 

 

1,129,640

 

849,108

 

 

 

 

 

 

 

Assets held for sale

 

50,088

 

41,536

 

Cash and cash equivalents

 

16,810

 

58,020

 

Restricted cash

 

61,835

 

29,082

 

Tenant and other receivables, net of allowance of $6,876 and $5,927 in 2003 and 2002, respectively

 

10,448

 

6,587

 

Related party receivables

 

3,945

 

4,868

 

Deferred rents receivable, net of allowance of  $7,054 and $6,575 in 2003 and 2002, respectively

 

58,834

 

55,731

 

Investment in and advances to affiliates

 

3,133

 

3,979

 

Structured finance investments, net of discount of $125 and $205 in 2003 and 2002, respectively

 

125,517

 

145,640

 

Investments in unconsolidated joint ventures

 

216,620

 

214,644

 

Deferred costs, net

 

37,694

 

35,511

 

Other assets

 

11,019

 

28,464

 

Total assets

 

$

1,725,583

 

$

1,473,170

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Mortgage notes payable

 

$

620,530

 

$

367,503

 

Revolving credit facilities

 

42,000

 

74,000

 

Unsecured term loan

 

100,000

 

100,000

 

Derivative instruments at fair value

 

12,829

 

10,962

 

Accrued interest payable

 

3,158

 

1,806

 

Accounts payable and accrued expenses

 

44,951

 

41,197

 

Deferred compensation awards

 

 

1,329

 

Deferred revenue/gain

 

6,464

 

3,096

 

Capitalized lease obligations

 

16,012

 

15,862

 

Deferred land lease payable

 

14,946

 

14,626

 

Dividend and distributions payable

 

17,923

 

17,436

 

Security deposits

 

20,872

 

20,948

 

Liabilities related to assets held for sale

 

748

 

21,321

 

Total liabilities

 

900,433

 

690,086

 

Minority interests

 

53,711

 

44,039

 

Minority interest in partially owned assets

 

453

 

679

 

Commitments and contingencies

 

 

 

 

 

8% Preferred Income Equity Redeemable Shares $0.01 par value, $25.00 mandatory liquidation preference, 4,600 outstanding at June 30, 2003 and December 31, 2002

 

111,984

 

111,721

 

Stockholders’ Equity

 

 

 

 

 

Common stock, $0.01 par value 100,000 shares authorized, 31,173 and 30,422 issued and outstanding at June 30, 2003 and December 31, 2002, respectively

 

311

 

304

 

Additional paid - in capital

 

609,321

 

592,585

 

Deferred compensation plan

 

(8,608

)

(5,562

)

Accumulated other comprehensive loss

 

(12,702

)

(10,740

)

Retained earnings

 

70,680

 

50,058

 

Total stockholders’ equity

 

659,002

 

626,645

 

Total liabilities and stockholders’ equity

 

$

1,725,583

 

$

1,473,170

 

 

8



 

SL GREEN REALTY CORP.

SELECTED OPERATING DATA-UNAUDITED

 

 

 

June 30,

 

 

 

2003

 

2002

 

Operating Data:

 

 

 

 

 

Net rentable area at end of period (in 000’s)(1)

 

12,860

 

11,533

 

Portfolio percentage leased at end of period

 

95.5

%

97.2

%

Same-Store percentage leased at end of period

 

97.3

%

96.6

%

Number of properties in operation

 

26

 

25

 

 

 

 

 

 

 

Office square feet leased during quarter (rentable)

 

311,388

 

183,955

 

Average mark-to-market percentage-office

 

10

%

47

%

Average starting cash rent per rentable square foot-office

 

$

31.42

 

$

37.38

 

 


(1)  Includes wholly owned and majority and minority owned properties.

 

 

SL GREEN REALTY CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES*

(Amounts in thousands, except per share data)

 

 

 

Three Months Ended
June 30,

 

 

 

2003

 

2002

 

Earnings before interest, depreciation and amortization (EBITDA):

 

$

41,565

 

$

35,459

 

Add:

 

 

 

 

 

Marketing, general & administrative expense

 

2,804

 

3,357

 

Operating income from discontinued operations

 

1,333

 

2,359

 

 

 

 

 

 

 

Less:

 

 

 

 

 

Non-building revenue

 

3,892

 

6,522

 

GAAP net operating income (GAAP NOI)

 

$

41,810

 

$

34,653

 

 

 

 

 

 

 

Less:

 

 

 

 

 

GAAP NOI from discontinued operations

 

1,333

 

2,359

 

GAAP NOI from other consolidated properties

 

11,634

 

3,360

 

2003 Same-Store GAAP NOI

 

$

28,843

 

$

28,934

 

Less:

 

 

 

 

 

Free Rent

 

258

 

687

 

Straight-line rent

 

1,391

 

1,503

 

Add:

 

 

 

 

 

Ground lease straight-line rent expense

 

160

 

160

 

2003 Same-Store cash NOI

 

$

27,354

 

$

26,904

 

 


*  See page 7 for a reconciliation of FFO and EBITDA to net income.

 

9