Exhibit 99.1

 

 

420 Lexington Avenue, New York City, NY 10170

 

CONTACT

Gregory F. Hughes

Chief Financial Officer

(212) 594-2700

or

Michelle LeRoy

VP Investor Relations

(212) 594-2700

 

FOR IMMEDIATE RELEASE

 

SL GREEN REALTY CORP. REPORTS
THIRD QUARTER FFO OF $0.94 PER SHARE

 

Release Highlights

 

                  FFO for the quarter increased 8% to $0.94 per share (diluted) versus $0.87 per share (diluted) for the same quarter in 2003

                  Acquired 750 Third Avenue and 485 Lexington Avenue for $480 million, or $282 per square foot

                  Signed agreements to sell 1466 Broadway for $160 million, or $537 per square foot, and 17 Battery Place North for $70 million, or $170 per square foot

                  Acquired 625 Madison Avenue for $231.5 million, or $415 per square foot

                  Issued 1.35 million shares of common stock at $48.50 per share raising gross proceeds net of discount of $65.2 million and 1.55 million shares of 7.875% Series D preferred stock raising net proceeds of approximately $37.3 million

                  Increased term loan by $125 million while reducing the overall cost of borrowing under this facility and the secured and unsecured credit facilities by 25 to 35 basis points

                  Refinanced 1250 Broadway with a $115 million mortgage generating $16.7 million of proceeds to the Company

                  Signed 91 office leases totaling approximately 522,000 rentable square feet

                  Invested approximately $47 million in Gramercy Capital Corp. (NYSE: GKK), which completed its initial public offering and sold 12.5 million shares at $15 per share raising gross proceeds of $187.5 million.

                  Originated $80 million in structured finance investments

                  Ended the quarter at 95.9% occupancy

 

1



 

Financial Results

 

New York, NY, October 19, 2004 – SL Green Realty Corp. (NYSE:SLG) reported funds from operations before minority interests (FFO) totaling $40.7 million, or $0.94 per share (diluted), for the three months ended September 30, 2004, compared to $33.9 million, or $0.87 per share (diluted), for the same quarter in 2003.

 

For the nine months ended September 30, 2004, operating results improved 9% per share as FFO before minority interests totaled $119.8 million, or $2.81 per share (diluted), compared to $100.3 million, or $2.59 per share (diluted), for the same period in 2003.  The increase is primarily attributable to 2003 and 2004 acquisitions and increased investment income.

 

Net income available to common shareholders for the three months ended September 30, 2004 totaled $20.3 million, or $0.49 per share (diluted), compared to the same quarter in 2003 when net income totaled $19.4 million, or $0.59 per share (diluted).  The three months ended September 30, 2003 included a gain on sale of 1370 Broadway totaling $3.7 million ($0.10 per share).

 

Net income available to common shareholders for the nine months ended September 30, 2004 totaled $81.6 million, or $2.03 per share (diluted) compared to the same period in 2003 when net income totaled $68.9 million, or $2.09 per share (diluted).  Depreciation expense increased primarily as of result of new acquisitions.

 

The Company’s third quarter weighted average diluted shares outstanding increased 4.1 million, or 10.5%, to 43.3 million in 2004 from 39.2 million in 2003.  The increase was primarily attributable to (i) the 1.8 million common stock offering completed in January 2004, (ii) the 1.35 million common stock offering completed in August 2004, and (iii) the effects of stock and option-based compensation.

 

Consolidated Results

 

Total quarterly revenues increased 15% in the third quarter of 2004 to $87.3 million compared to $75.9 million in the same quarter of 2003.  The $11.4 million growth in revenue resulted primarily from the following items:

 

                  $5.9 million increase from 2003 and 2004 acquisitions

                  $4.4 million increase in preferred and investment income

                  $1.8 million increase from same store properties including $0.5 relating to assets held for sale reflected in discontinued operations

                  $0.2 million decrease in other revenue which was partially offset by an increase in other income, primarily due to lease buy-out income

 

The Company’s EBITDA increased by $13.6 million in the third quarter to $53.6 million, compared to $40.0 million in the same quarter in 2003.  The following items drove the EBITDA increase:

 

                  $7.6 million increase in income from unconsolidated joint ventures

                  $4.3 million increase from 2003 and 2004 acquisitions

                  $1.4 million increase from same-store properties including $0.6 million relating to assets held for sale reflected in discontinued operations

 

2



 

                  $4.4 million increase in preferred and investment income

                  $2.6 million decrease from higher MG&A expense

                  $0.9 million decrease in non-real estate revenues net of expenses

 

FFO before minority interests increased $6.7 million primarily as a result of:

 

                  $13.6 million increase in EBITDA

                  $2.4 million increase in FFO related to the joint venture depreciation, primarily 1221 Avenue of the Americas

                  $0.3 million decrease in FFO from other adjustments

                  $4.8 million decrease from perpetual preferred stock dividends

                  $4.7 million decrease from higher interest expense

                  $0.5 million increase from discontinued operations

 

The $4.7 million increase in interest expense was primarily associated with additional debt used to fund new investment activity ($5.2 million) and higher interest costs associated with property-level refinancings ($1.6 million) which were partially offset by reduced loan balances due to previous disposition activity ($1.5 million) and proceeds from the Company’s common and preferred stock offerings and other ($0.6 million).

 

Same-Store Results

 

For the third quarter of 2004, same-store GAAP NOI increased by $2.1 million (7%) to $30.8 million, as compared to $28.7 million for the same quarter in 2003.  The increase in same-store GAAP NOI was primarily due to:

 

                  $1.2 million (3%) increase in rental revenue primarily due to improved leasing at 555 West 57th Street and 1372 Broadway

                  $0.5 million (5%) increase in escalation and reimbursement revenue primarily due to real estate tax and utility reimbursements

                  $0.9 million (9%) increase in other income primarily due to lease buy-out income

                  $0.6 million (6%) increase in real estate taxes

                  $0.1 million (3%) decrease in ground rent. Operating expenses were flat.

 

Structured Finance Activity

 

As of September 30, 2004, the par value of our structured finance and preferred equity investments totaled $325.8 million.  The weighted average balance outstanding for the third quarter of 2004 was $302.1 million.  During the third quarter of 2004, the weighted average yield was 10.2%.

 

During the third quarter 2004, the Company originated $80.0 million of structured finance investments with an initial yield of approximately 11.1%.  The Company also received redemptions totaling $19 million that were yielding 13.5%.

 

Leasing Activity

 

For the third quarter of 2004, the Company signed 98 leases totaling approximately 573,000 rentable square feet of which 91 leases and approximately 522,000 square feet represent office leases.  Starting office cash rents averaged $31.48 per square foot, a 0.3% increase over

 

3



 

previously fully escalated cash rents averaging $31.38 per square foot.  Tenant concessions averaged 3.5 months of free rent with an allowance for tenant improvements of $25.06 per rentable square foot.

 

For the nine months ended September 30, 2004, the Company signed 242 leases totaling approximately 1,208,000 rentable square feet of which 220 leases and 1,115,000 square feet represent office leases.  Starting office cash rents averaged $31.66 per square foot, a slight increase over previously fully escalated cash rents averaging $31.60 per square foot.  Tenant concessions averaged 2.0 months of free rent with an allowance for tenant improvements of $20.42 per rentable square foot.  This leasing activity includes early renewals for 36 office leases totaling approximately 240,000 rentable square feet.

 

Real Estate Activity

 

750 Third Avenue and 485 Lexington Avenue

 

In July 2004, we acquired two office buildings, comprising 1.7 million square feet, located at 750 Third Avenue (“750 Third”) and 485 Lexington Avenue (“485 Lexington”) for $480.0 million, or $282 per square foot.  The properties were acquired from TIAA-CREF, a national financial services company.  The properties were acquired separately by two SL Green-controlled entities.

 

750 Third was purchased by us as a wholly-owned asset for $255.0 million.  The acquisition was initially funded by proceeds from our unsecured revolving credit facility.

 

485 Lexington was acquired in a joint venture with The City Investment Fund and The Witkoff Group.  We own approximately 30.0% of the equity interests in the property.  SL Green’s interest may increase based on incentive performance.  The allocated price for 485 Lexington was $225.0 million.  The joint venture entered into a $240.0 million credit facility to finance the acquisition and redevelopment of 485 Lexington Avenue.  The loan, which will bear interest at 200 basis points over the 30-day LIBOR, is for three years and has two one-year extension options.  At closing, the joint venture drew approximately $175.0 million to fund the acquisition.

 

1466 Broadway

 

The Company entered into an agreement to sell 1466 Broadway, also known as 6 Times Square, to Sitt Asset Management and Steven J. Sutton. The transaction, which is subject to customary closing conditions, is expected to close during November 2004. The purchase price is $160.0 million, or approximately $537 per square foot. Proceeds from the sale will be used to pay down corporate debt and to fund future acquisitions.  Substantially all of the taxable gain on sale will be deferred through a reverse-1031 exchange with 750 Third Avenue.

 

17 Battery Place North

 

The Company entered into an agreement to sell 17 Battery Place North to an affiliate of the Moinian Group. The transaction, which is subject to customary closing conditions, is expected to close during the fourth quarter of 2004. The purchase price is $70.0 million, or approximately $170 per square foot. Substantially all of the taxable gain on sale will be deferred through a reverse-1031 exchange with 750 Third Avenue.

 

4



 

625 Madison Avenue

 

On October 19, 2004, the Company acquired 625 Madison Avenue for $231.5 million, or approximately $415 per square foot. The approximately 558,000 square feet, 17-story building contains 53,000 square feet of retail space and is 68% occupied. The property was acquired with cash and the issuance of approximately 300,000 common units in SL Green Operating Partnership, L.P., valued at $50.50 per unit. The building is also encumbered by a $102 million mortgage loan held by the New York State Teacher’s Retirement System that SL Green will assume upon closing. The mortgage has a fixed annual interest rate of 6.27% and will mature in November 2015. The property being acquired is subject to a ground lease expiring on June 30, 2054, after exercise of all options.

 

Financing/ Capital Activity

 

Common Stock Offering

 

In August 2004, the Company priced a public offering of 1,350,000 shares of our common stock at $48.50 per share.  Gross proceeds from this offering, net of discount, (approximately $65.2 million) were used to repay amounts outstanding under our unsecured revolving credit facility.

 

Series D Perpetual Preferred Stock

 

In July 2004, we issued an additional 1.55 million shares of our Series D preferred stock.  We received net proceeds of approximately $37.3 million.  The gross proceeds from the total Series D offerings were $100.0 million.

 

Corporate Debt Obligations

 

In August 2004, we modified three separate corporate debt obligations, increasing capacity from $625 million to $750 million and lowering the overall cost of borrowing under the facilities by 25 to 35 basis points.

 

Our $200 million term loan was increased by $125 million to $325 million. In addition to certain covenant modifications, the agreement reduced borrowing spreads to between 1.10% and 1.40% over LIBOR, depending on our overall leverage ratio.  The maturity date was extended to August 2009. $325 million is currently outstanding under the term loan. To limit exposure to the variable LIBOR rate, we entered into a step swap agreement on the new term loan borrowings. The swap agreement includes an initial 12-month all-in rate of approximately 4.11% and a blended all-in rate of approximately 5.05% with a final maturity date in August 2009.

 

In two other separate agreements executed in September 2004, borrowing spreads on the $300 million unsecured revolving credit facility and $125 million secured revolving credit facility were reduced to between 1.05% and 1.35% over LIBOR, depending on our overall leverage ratio. $45 million and $125 million are currently outstanding under the unsecured and secured revolving credit facilities, respectively.

 

5



 

Conference Call

 

The Company will host a conference call and audio web cast on Wednesday, October 20, 2004 at 2 pm ET to discuss the financial results. The conference call can be accessed by dialing (800) 289-0494 Domestic or (913) 981-5520 International. A replay of the call will be available through October 27, 2004 by dialing (888) 203-1112 or (719) 457-0820 and using confirmation code 945906. 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 October 20, 2004 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 third quarter supplemental data package.

 

* Financial Tables attached

 

To receive the Company’s latest news releases and other corporate documents, including third quarter supplemental data please contact Investor Relations 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
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Revenue:

 

 

 

 

 

 

 

 

 

Rental revenue, net

 

$

60,896

 

$

55,144

 

$

176,344

 

$

156,313

 

Escalations & reimbursement revenues

 

12,932

 

12,755

 

31,849

 

29,826

 

Signage rent

 

177

 

49

 

198

 

192

 

Preferred equity investment income

 

2,479

 

658

 

8,660

 

2,945

 

Investment income

 

5,804

 

3,201

 

22,013

 

9,280

 

Other income

 

4,980

 

4,113

 

14,433

 

6,940

 

Total revenues

 

87,268

 

75,920

 

253,497

 

205,496

 

 

 

 

 

 

 

 

 

 

 

Equity in net loss from affiliates

 

 

 

 

(196

)

Equity in net income from unconsolidated joint ventures

 

10,632

 

3,036

 

32,017

 

10,863

 

Expenses:

 

 

 

 

 

 

 

 

 

Operating expenses

 

22,779

 

21,729

 

64,833

 

54,302

 

Ground rent

 

3,759

 

3,366

 

11,490

 

9,796

 

Real estate taxes

 

12,173

 

10,834

 

34,917

 

29,507

 

Marketing, general and administrative

 

5,574

 

2,994

 

20,944

 

8,984

 

Total expenses

 

44,285

 

38,923

 

132,184

 

102,589

 

 

 

 

 

 

 

 

 

 

 

Earnings Before Interest, Depreciation and Amortization (EBITDA)

 

53,615

 

40,033

 

153,330

 

113,574

 

Interest Expense

 

16,238

 

11,584

 

45,645

 

32,809

 

Depreciation and amortization

 

13,225

 

11,311

 

37,058

 

31,028

 

Net income from Continuing Operations

 

24,152

 

17,138

 

70,627

 

49,737

 

Income from Discontinued Operations, net of minority interests

 

2,052

 

1,645

 

4,775

 

7,755

 

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

 

 

3,745

 

 

21,269

 

Equity in net gain on sale of unconsolidated joint ventures

 

 

 

 

22,012

 

 

Minority interests

 

(1,054

)

(887

)

(4,478

)

(2,800

)

Preferred stock dividends and accretion

 

(4,843

)

(2,224

)

(11,289

)

(7,087

)

Net income available to common shareholders

 

$

20,307

 

$

19,417

 

$

81,647

 

$

68,874

 

Net income per share (Basic)

 

$

0.52

 

$

0.62

 

$

2.11

 

$

2.22

 

Net income per share (Diluted)

 

$

0.49

 

$

0.59

 

$

2.03

 

$

2.09

 

Funds From Operations (FFO)

 

 

 

 

 

 

 

 

 

FFO per share (Basic)

 

$

0.98

 

$

0.95

 

$

2.92

 

$

2.81

 

FFO per share (Diluted)

 

$

0.94

 

$

0.87

 

$

2.81

 

$

2.59

 

FFO Calculation:

 

 

 

 

 

 

 

 

 

Net income from continuing operations

 

$

24,151

 

$

17,138

 

$

70,627

 

$

49,737

 

Add:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

13,225

 

11,311

 

37,058

 

31,028

 

FFO from Discontinued Operations

 

3,196

 

3,215

 

8,612

 

12,842

 

Joint venture FFO adjustment

 

5,922

 

3,477

 

17,702

 

10,302

 

Less:

 

 

 

 

 

 

 

 

 

Preferred stock dividend on convertible preferred stock

 

 

(2,093

)

 

(6,693

)

Dividend on perpetual preferred stock

 

(4,843

)

 

(11,289

)

 

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

 

(989

)

(1,216

)

(2,911

)

(3,581

)

FFO before minority interests– BASIC

 

40,662

 

31,832

 

119,799

 

93,635

 

Add: Convertible preferred stock dividends

 

 

2,093

 

 

6,693

 

FFO before minority interests – DILUTED

 

$

40,662

 

$

33,925

 

$

119,799

 

$

100,328

 

Basic ownership interest

 

 

 

 

 

 

 

 

 

Weighted average REIT common shares for net income per share

 

39,386

 

31,269

 

38,670

 

31,021

 

Weighted average partnership units held by minority interests

 

2,225

 

2,306

 

2,245

 

2,304

 

Basic weighted average shares and units outstanding for FFO per share

 

41,611

 

33,575

 

40,915

 

33,325

 

Diluted ownership interest

 

 

 

 

 

 

 

 

 

Weighted average REIT common share and common share equivalents

 

41,092

 

32,273

 

40,321

 

31,776

 

Weighted average partnership units held by minority interests

 

2,225

 

2,306

 

2,245

 

2,304

 

Common share equivalents for preferred stock

 

 

4,607

 

 

4,668

 

Diluted weighted average shares and units outstanding

 

43,317

 

39,186

 

42,566

 

38,748

 

 

7



 

SL GREEN REALTY CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)

 

 

 

September 30,
2004

 

December 31,
2003

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Commercial real estate properties, at cost:

 

 

 

 

 

Land and land interests

 

$

206,824

 

$

168,032

 

Buildings and improvements

 

1,055,811

 

849,013

 

Building leasehold and improvements

 

225,207

 

317,178

 

Property under capital lease

 

12,208

 

12,208

 

 

 

1,500,050

 

1,346,431

 

Less accumulated depreciation

 

(163,734

)

(156,768

)

 

 

1,336,316

 

1,189,663

 

 

 

 

 

 

 

Assets held for sale

 

125,322

 

 

Cash and cash equivalents

 

23,299

 

38,546

 

Restricted cash

 

45,938

 

59,542

 

Tenant and other receivables, net of allowance of $8,691 and $7,533 in 2004 and 2003, respectively

 

18,109

 

13,165

 

Related party receivables

 

3,935

 

6,610

 

Deferred rents receivable, net of allowance of $6,141 and $7,017 in 2004 and 2003, respectively

 

58,735

 

63,131

 

Structured finance investments, net of discount of $1,991 and $44 in 2004 and 2003, respectively

 

325,807

 

218,989

 

Investments in unconsolidated joint ventures

 

549,654

 

590,064

 

Deferred costs, net

 

50,574

 

39,277

 

Other assets

 

53,736

 

42,854

 

Total assets

 

$

2,591,425

 

$

2,261,841

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Mortgage notes payable

 

$

513,354

 

$

515,871

 

Revolving credit facilities

 

188,900

 

236,000

 

Term loans

 

425,000

 

367,578

 

Derivative instruments at fair value

 

4,822

 

9,009

 

Accrued interest payable

 

5,015

 

3,500

 

Accounts payable and accrued expenses

 

62,692

 

43,835

 

Deferred revenue/gain

 

13,156

 

8,526

 

Capitalized lease obligations

 

16,385

 

16,168

 

Deferred land lease payable

 

15,646

 

15,166

 

Dividend and distributions payable

 

25,569

 

18,647

 

Security deposits

 

20,473

 

21,968

 

Liabilities related to assets held for sale

 

1,822

 

 

Total liabilities

 

1,292,834

 

1,256,268

 

Commitments and contingencies

 

 

 

 

 

Minority interest in partially owned entities

 

539

 

510

 

Minority interest in operating partnership

 

53,758

 

54,281

 

Stockholders’ Equity

 

 

 

 

 

7.625% Series C perpetual preferred shares, $0.01 per value, $25.00 liquidation preference, 6,300 issued and outstanding at September 30, 2004 and December 31, 2003, respectively

 

151,981

 

151,981

 

7.875% Series D perpetual preferred shares, $0.01 per value, $25.00 liquidation preference, 4,000 and none issued and outstanding at September 30, 2004 and December 31, 2003, respectively

 

96,321

 

 

Common stock, $0.01 par value 100,000 shares authorized, 40,547 and 36,016 issued and outstanding at September 30, 2004 and December 31, 2003, respectively

 

405

 

360

 

Additional paid - in capital

 

907,638

 

728,882

 

Deferred compensation plan

 

(16,329

)

(8,446

)

Accumulated other comprehensive income (loss)

 

2,548

 

(961

)

Retained earnings

 

101,730

 

78,966

 

Total stockholders’ equity

 

1,244,294

 

950,782

 

Total liabilities and stockholders’ equity

 

$

2,591,425

 

$

2,261,841

 

 

8



 

SL GREEN REALTY CORP.
SELECTED OPERATING DATA-UNAUDITED

 

 

 

September 30,

 

 

 

2004

 

2003

 

Operating Data:

 

 

 

 

 

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

 

17,145

 

12,605

 

Portfolio percentage leased at end of period

 

95.9

%

95.5

%

Same-Store percentage leased at end of period

 

95.2

%

97.5

%

Number of properties in operation (1)

 

29

 

25

 

 

 

 

 

 

 

Office square feet leased during quarter (rentable)

 

522,000

 

275,000

 

Average mark-to-market percentage-office

 

0.3

%

3

%

Average starting cash rent per rentable square foot-office

 

$

31.48

 

$

33.90

 

 


(1)       Includes wholly owned and joint venture properties.

 

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

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Earnings before interest, depreciation and amortization (EBITDA):

 

$

53,614

 

$

40,033

 

$

153,330

 

$

113,574

 

Add:

 

 

 

 

 

 

 

 

 

Marketing, general & administrative expense

 

5,574

 

2,994

 

20,944

 

8,984

 

Operating income from discontinued operations

 

3,004

 

3,106

 

8,403

 

13,388

 

Depreciation adjustment for joint ventures

 

5,922

 

3,477

 

17,702

 

10,302

 

Less:

 

 

 

 

 

 

 

 

 

Non-building revenue

 

(15,892

)

(9,910

)

(55,736

)

(26,854

)

GAAP net operating income (GAAP NOI)

 

52,222

 

39,700

 

144,643

 

119,394

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

Operating income from discontinued operations

 

(3,004

)

(3,106

)

(8,403

)

(13,388

)

Net income from joint ventures

 

(10,632

)

(3,036

)

(32,017

)

(10,863

)

GAAP NOI from other properties/ affiliates

 

(7,752

)

(4,848

)

(17,245

)

(9,507

)

2004 Same-Store GAAP NOI

 

$

30,834

 

$

28,710

 

$

86,978

 

$

85,636

 

 


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

 

9