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SL GREEN REALTY CORP

For the period ended Jun 30, 2024. Filed Jul 31, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Jul 31, 2024

SLG$50.78-1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-06.

0001040971-24-000018

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2024-06-30; filed 2024-07-31.

0001040971-24-000025

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 142 previous paragraphs and 189 current paragraphs.

104 unchanged; 37 reworded; 30 added; 1 removed; 0 previous and 18 current paragraphs rearranged.

Tables are not compared: 11 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (30)

Current report

Other income increased primarily due to fee income related to the sales of 625 Madison Avenue ($11.5 million) and 719 Seventh Avenue ($3.5 million) during the three months ended June 30, 2024. Other income for the three months ended June 30, 2023 included fee income related to the 49.9% interest sale of 245 Park Avenue ($4.7 million).

Current report

Property operating expenses decreased due primarily to the deconsolidation of 245 Park in the second quarter of 2023 ($12.7 million) and decreased real estate taxes at our Acquired Properties ($0.7 million), partially offset by increased variable expenses ($2.7 million) and real estate taxes ($1.1 million) at our Same-Store Properties.

Current report

Marketing, general and administrative expenses decreased to $20.0 million for three months ended June 30, 2024, as compared to $23.0 million for the same period in 2023 due lower compensation related expenses.

Current report

Equity in net income (loss) from unconsolidated joint ventures increased primarily due to a $30.7 million gain on discounted debt extinguishment recognized at 280 Park Avenue during the three months ended June 30, 2024.

Current report

During the three months ended June 30, 2024, we recognized a loss on the sale of our interest in 625 Madison Avenue ($7.6 million). During the three months ended June 30, 2023, we did not sell any joint venture interests.

Current report

During the three months ended June 30, 2024, we recorded $1.3 million of positive fair value adjustments related to derivatives that are not designated as hedges. During the three months ended June 30, 2023, we recorded a $17.0 million fair value adjustment relating to the 50.1% interest we retained in 245 Park Avenue, which was deconsolidated when a 49.9% joint venture interest was sold.

Current report

During the three months ended June 30, 2024, we recognized a loss on the sale of 719 Seventh Avenue ($2.0 million). During the three months ended June 30, 2023, we recognized a loss on the sale of a 49.9% joint venture interest in 245 Park Avenue ($28.3 million).

Current report

During the three months ended June 30, 2024, we recognized a depreciable real estate reserve and impairment related to the condominium units at 760 Madison Avenue ($13.7 million), reflective of $13.2 million of capitalized interest, based on the total of the sales contracts that the Company entered into for these units. During the three months ended June 30, 2023, we recognized depreciable real estate reserves and impairments related to 625 Madison Avenue ($305.9 million) following a strategic review of the property that addressed a range of relevant considerations, including the increase in ground rent to an amount substantially above what the Company believed was appropriate.

Current report

During the three months ended June 30, 2024, we recognized a $17.8 million gain on discounted debt extinguishment at 719 Seventh Avenue.

Current report

Comparison of the six months ended June 30, 2024 to the six months ended June 30, 2023

Current report

SUMMIT Operator revenues were higher for the six months ended June 30, 2024 as compared to the same period in 2023 primarily due to increased attendance.

Current report

Other income increased primarily due to fee income related to the sales of 625 Madison Avenue ($11.5 million) and 719 Seventh Avenue ($3.5 million) during the six months ended June 30, 2024, and an increase in special servicing fees ($0.7 million) during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. These increases were offset by lower lease termination income ($6.5 million) during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, as well as fee income related to the 49.9% interest sale of 245 Park Avenue ($4.7 million) during the six months ended June 30, 2023.

Current report

SUMMIT Operator expenses were higher for the six months ended June 30, 2024 as compared to the same period in 2023 primarily due to increased attendance.

Current report

Depreciation and amortization decreased due primarily to the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($48.5 million) as well as at our Acquired Properties ($1.7 million), partially offset by an increase at our Same-Store Properties ($3.9 million) during the six months ended June 30, 2024.

Current report

During the six months ended June 30, 2024, we recognized a loss on the sale of 719 Seventh Avenue ($2.0 million). During the six months ended June 30, 2023, we recognized a loss on the sale of a 49.9% joint venture interest in 245 Park Avenue ($28.3 million).

Current report

During the six months ended June 30, 2024, we recognized a $17.8 million gain on discounted debt extinguishment at 719 Seventh Avenue.
Removed paragraphs (1)

Previous report

Other income decreased due primarily to reduced lease termination income ($6.5 million), lower consulting fee income ($1.2 million) and a decrease in management and construction fee income ($0.9 million) for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Reworded paragraphs (37)

Previous wording

(1)The weighted average leased occupancy for commercial properties represents the total leased square footage divided by the total square footage at acquisition. The weighted average leased for residential properties represents the total leased units divided by the total available units. Properties under construction are not included in the calculation of weighted average leased occupancy.

Current wording

(1)The weighted average leased occupancy for commercial properties represents the total leased square footage divided by the total square footage at acquisition. The weighted average leased occupancy for residential properties represents the total leased units divided by the total available units. Properties under construction are not included in the calculation of weighted average leased occupancy.

Previous wording

As of March 31, 2024, we also managed one office building and one retail building owned by third parties encompassing approximately 0.4 million square feet (unaudited), and held debt and preferred equity investments with a book value excluding the impact of credit losses of $352.3 million, excluding approximately$4.8 million of debt and preferred equity investments and other financing receivables that are included in other balance sheet line items other than the Debt and preferred equity investments line item.

Current wording

As of June 30, 2024, we also managed one office building and one retail building owned by third parties encompassing approximately 0.4 million square feet (unaudited), and held debt and preferred equity investments with a book value excluding the impact of credit losses of $290.5 million, excluding approximately$7.5 million of debt and preferred equity investments and other financing receivables that are included in other balance sheet line items other than the Debt and preferred equity investments line item.

Previous wording

Refer to the 2023 Annual Report on Form 10-K of the Company and the Operating Partnership for a discussion of our critical accounting policies and estimates, which include investment in commercial real estate properties, investment in unconsolidated joint ventures, lease classification, revenue recognition, and debt and preferred equity investments. During the three months ended March 31, 2024, there were no material changes to these policies.

Current wording

Refer to the 2023 Annual Report on Form 10-K of the Company and the Operating Partnership for a discussion of our critical accounting policies and estimates, which include investment in commercial real estate properties, investment in unconsolidated joint ventures, lease classification, revenue recognition, and debt and preferred equity investments. During the three and six months ended June 30, 2024, there were no material changes to these policies.

Previous wording

(4)Average starting office rent excluding new tenants replacing vacancies was $64.80 per rentable square feet for 88,734 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $75.11 per rentable square feet for 280,879 rentable square feet.

Current wording

(4)Average starting office rent excluding new tenants replacing vacancies was $103.45 per rentable square feet for 165,556 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $96.79 per rentable square feet for 211,251 rentable square feet.

Previous wording

SUMMIT Operator revenues were higher for the three months ended March 31, 2024 as compared to the same period in 2023 due primarily to increased attendance.

Current wording

SUMMIT Operator revenues were higher for the three months ended June 30, 2024 as compared to the same period in 2023 primarily due to increased attendance.

Previous wording

Investment income decreased due to a lower weighted average debt and preferred equity investment balance for the three months ended March 31, 2024 as compared to the same period in 2023. For the three months ended March 31, 2024, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $366.8 million and 7.8%, respectively, as compared to $635.7 million and 5.8%, respectively, for the three months ended March 31, 2023.

Current wording

Investment income decreased due to a lower weighted average debt and preferred equity investment balance for the three months ended June 30, 2024 as compared to the same period in 2023. For the three months ended June 30, 2024, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $331.3 million and 7.1%, respectively, as compared to $645.8 million and 5.8%, respectively, for the three months ended June 30, 2023.

Previous wording

SUMMIT Operator expenses were higher for the three months ended March 31, 2024 as compared to the same period in 2023 due to additional operating hours to accommodate demand, which increased variable costs such as labor, security, cleaning and maintenance costs.

Current wording

SUMMIT Operator expenses were higher for the three months ended June 30, 2024 as compared to the same period in 2023 primarily due to increased attendance.

Previous wording

Depreciation and amortization decreased due primarily to the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($28.2 million) as well as at our Acquired Properties ($2.5 million) during the three months ended March 31, 2024.

Current wording

Depreciation and amortization decreased due primarily to the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($20.3 million), offset by an increase at our Same-Store Properties ($3.4 million) during the three months ended June 30, 2024.

Previous wording

i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2023 and still owned by us in the same manner as of March 31, 2024 (Same-Store Properties totaled 21 of our 27 consolidated operating properties),

Current wording

i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2023 and still owned by us in the same manner as of June 30, 2024 (Same-Store Properties totaled 21 of our 26 consolidated operating properties),

Previous wording

Rental revenues decreased due primarily to the deconsolidation of 245 Park Avenue ($40.8 million) as a result of the sale of a joint venture interest during the second quarter of 2023 and a lower contribution from our Same-Store Properties ($8.0 million) due primarily to increased vacancy at 555 West 57th Street.

Current wording

Rental revenues decreased due primarily to the deconsolidation of 245 Park Avenue ($77.0 million) as a result of the sale of a joint venture interest during the second quarter of 2023 and a lower contribution from our Same-Store Properties ($7.4 million) due primarily to increased vacancy at 555 West 57th Street and 1350 Avenue of the Americas.

Previous wording

The following table presents a summary of the commenced leasing activity for the three months ended March 31, 2024 in our Manhattan and Suburban portfolio:

Current wording

The following table presents a summary of the commenced leasing activity for the six months ended June 30, 2024 in our Manhattan and Suburban portfolio:

Previous wording

Property operating expenses decreased due primarily to the deconsolidation of 245 Park in the second quarter of 2023 ($14.6 million) and reduced variable expenses ($1.7 million) at our Same-Store Properties.

Current wording

Property operating expenses decreased due primarily to the deconsolidation of 245 Park in the second quarter of 2023 ($27.3 million) and reduced real estate taxes at our Acquired Properties ($1.5 million), partially offset by increased real estate taxes ($1.3 million) at our Same-Store Properties.

Previous wording

Marketing, general and administrative expenses decreased to $21.3 million for the three months ended March 31, 2024, compared to $23.3 million for the same period in 2023, due to lower compensation related expenses.

Current wording

Marketing, general and administrative expenses decreased to $41.3 million for the six months ended June 30, 2024, compared to $46.3 million for the same period in 2023, due to lower compensation related expenses.

Previous wording

Interest expense and amortization of deferred financing costs, net of interest income, decreased due to the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($16.5 million) and the repayment of unsecured corporate term loans ($1.9 million) in the third quarter of 2023. These decreases were offset primarily by higher SOFR and increased interest expense from the revolving credit facility ($4.1 million) due to a higher balance, and a decrease in interest capitalization in connection with properties that are under development ($2.2 million) during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023. The weighted average consolidated debt balance outstanding was $3.6 billion for the three months ended March 31, 2024, compared to $5.6 billion for the three months ended March 31, 2023. The consolidated weighted average interest rate was 5.19% for the three months ended March 31, 2024, as compared to 4.41% for the three months ended March 31, 2023.

Current wording

Interest expense and amortization of deferred financing costs, net of interest income, decreased due to the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($31.1 million), the repayment of unsecured corporate term loans ($6.2 million) in the third quarter of 2023, and the sale of 719 Seventh in the second quarter of 2024 ($2.5 million). These decreases were offset primarily by increased interest expense from the revolving credit facility ($7.5 million) due to a higher balance, a decrease in interest capitalization in connection with properties that are under development or redevelopment ($11.9 million) during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, and the consolidation of 10 East 53rd Street ($3.6 million) in the first quarter of 2024. The weighted average consolidated debt balance outstanding was $3.8 billion for the six months ended June 30, 2024, compared to $5.6 billion for the six months ended June 30, 2023. The consolidated weighted average interest rate was 5.20% for the six months ended June 30, 2024, as compared to 4.51% for the six months ended June 30, 2023.

Previous wording

The decrease in SUMMIT Operator tax expense for three months ended March 31, 2024 as compared to the same period in 2023 was attributable to a 2023 tax adjustment recorded in 2024.

Current wording

The decrease in SUMMIT Operator tax expense for six months ended June 30, 2024 as compared to the same period in 2023 was attributable to estimated taxes being less than actual taxes paid for 2023.

Previous wording

Equity in net income (loss) from unconsolidated joint ventures increased due primarily to increased income at 2 Herald Square ($121.4 million) as a result of the $141.7 million gain on discounted debt extinguishment at the property during the three months ended March 31, 2024, as compared to the same period in 2023, which included $20.3 million of income recognized for holdover rent, interest and reimbursement of attorneys' fees collected following the completion of legal proceedings against a former tenant and its guarantor. This increase was partially offset by a reduction of income at 919 Third Avenue ($5.0 million) due primarily to a reduction in lease termination income and increased interest expense.

Current wording

Equity in net income (loss) from unconsolidated joint ventures increased due primarily to increased income at 2 Herald Square ($126.6 million) as a result of the $141.7 million gain on discounted debt extinguishment at the property during the six months ended June 30, 2024. The six months ended June 30, 2023 included $23.6 million of income recognized for holdover rent, interest and reimbursement of attorneys' fees collected following the completion of legal proceedings against a former tenant and its guarantor. Additionally, a $30.7 million gain on discounted debt extinguishment was recognized at 280 Park Avenue during the six months ended June 30, 2024. These increases were partially offset by a reduction of income at 919 Third Avenue ($5.6 million) due primarily to a reduction in lease termination income and increased interest expense.

Previous wording

During the three months ended March 31, 2024, we recognized a gain on the sale of our interest in 717 Fifth Avenue ($26.9 million). During the three months ended March 31, 2023, we recognized a loss on the sale of our interest in 121 Greene Street ($0.3 million).

Current wording

During the six months ended June 30, 2024, we recognized a gain on the sale of our interest in 717 Fifth Avenue ($24.9 million) and a loss on the sale of our interest in 625 Madison Avenue ($7.6 million). During the six months ended June 30, 2023, we recognized a loss on the sale of our interest in 121 Greene Street ($0.3 million).

Previous wording

During the three months ended March 31, 2024, we recorded a $55.7 million negative fair value adjustment relating to the consolidation of 10 East 53rd Street, partially offset by a $5.2 million positive fair value adjustment related to a derivative that is not designated as a hedge. During the three months ended March 31, 2023, we did not record any significant purchase price and other fair value adjustments.

Current wording

During the six months ended June 30, 2024, we recorded a $55.7 million negative fair value adjustment relating to the consolidation of 10 East 53rd Street, partially offset by a $6.5 million positive fair value adjustment related to derivatives that are not designated as hedges. During the six months ended June 30, 2023, we recorded a $17.0 million fair value adjustment relating to the 50.1% interest we retained in 245 Park Avenue, which was deconsolidated when a 49.9% joint venture interest was sold.

Previous wording

During the three months ended March 31, 2024, we recognized depreciable real estate reserves and impairments at 719 Seventh Avenue ($46.3 million) to reduce the carrying value of our investment to the sale price per the contract that was entered into in April 2024. In addition, we recognized depreciable real estate reserves and impairments related to our investment at 625 Madison Avenue ($5.9 million), which remained under contract for sale as of March 31, 2024. During the three months ended March 31, 2023, we did not recognize any depreciable real estate reserves.

Current wording

During the six months ended June 30, 2024, we recognized depreciable real estate reserves and impairments at 719 Seventh Avenue ($46.3 million) and 760 Madison Avenue ($13.7 million), reflective of $13.2 million of capitalized interest for 760 Madison Avenue, to reduce the carrying value of our investments based on the sales contracts that the Company entered into for these properties. In addition, we recognized depreciable real estate reserves and impairments related to our investment in 625 Madison Avenue ($5.9 million), which remained under contract for sale as of March 31, 2024 prior to the sale closing in the second quarter of 2024. During the six months ended June 30, 2023, we recognized depreciable real estate reserves and impairments related to 625 Madison Avenue ($305.9 million) following a strategic review of the property that addressed a range of relevant considerations, including the increase in ground rent to an amount substantially above what the Company believed was appropriate.

Previous wording

During the three months ended March 31, 2024, we did not recognize any loan loss and other investment reserves. During the three months ended March 31, 2023, we recorded a $6.9 million loan loss reserve on one debt and preferred equity investment.

Current wording

During the six months ended June 30, 2024, we did not recognize any loan loss and other investment reserves. During the six months ended June 30, 2023, we recorded a $6.9 million loan loss reserve on one debt and preferred equity investment.

Previous wording

We estimate that for the remainder of the year ending December 31, 2024, we expect to incur $50.2 million of leasing capital expenditures and $14.1 million of recurring capital expenditures on existing consolidated properties. In addition, we expect to incur $63.8 million of development or redevelopment expenditures on existing consolidated properties, none of which will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $163.8 million, of which $120.4 million will be funded by construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.

Current wording

We estimate that for the remainder of the year ending December 31, 2024, we expect to incur $25.9 million of leasing capital expenditures and $22.3 million of recurring capital expenditures on existing consolidated properties. In addition, we expect to incur $54.4 million of development or redevelopment expenditures on existing consolidated properties, none of which will be funded by construction financing facilities or loan reserves. We expect our share of capital expenditures at our joint venture properties will be $129.6 million, of which $104.3 million will be funded by construction financing facilities or loan reserves. We expect to fund capital expenditures from operating cash flow, existing liquidity, and borrowings from construction financing facilities. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs.

Previous wording

As of March 31, 2024, we had liquidity of $0.8 billion, comprised of $600.0 million of availability under our revolving credit facility and $206.7 million of consolidated cash on hand, inclusive of $10.7 million of marketable securities. This liquidity excludes $124.3 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties or debt and preferred equity investments or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described above, upon maturity, if not before.

Current wording

As of June 30, 2024, we had liquidity of $0.9 billion, comprised of $708.6 million of availability under our revolving credit facility and $216.1 million of consolidated cash on hand, inclusive of $16.6 million of marketable securities. This liquidity excludes $205.3 million representing our share of cash at unconsolidated joint venture properties. We may seek to divest of properties, interests in properties or debt and preferred equity investments or access private and public debt and equity capital when the opportunity presents itself, although there is no guarantee that this capital will be made available to us at efficient levels or at all. Management believes that these sources of liquidity, if we are able to access them, along with potential refinancing opportunities for secured and unsecured debt, will allow us to satisfy our debt and other obligations, as described above, upon maturity, if not before.

Previous wording

Cash, restricted cash, and cash equivalents were $318.5 million and $357.3 million as of March 31, 2024 and 2023, respectively, representing a decrease of $38.8 million. The decrease was a result of the following changes in cash flows (in thousands):

Current wording

Cash, restricted cash, and cash equivalents were $315.8 million and $311.1 million as of June 30, 2024 and 2023, respectively, representing an increase of $4.7 million. The increase was a result of the following changes in cash flows (in thousands):

Previous wording

Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in existing buildings that meet our investment criteria. During the three months ended March 31, 2024, when compared to the three months ended March 31, 2023, we used cash primarily for the following investing activities (in thousands):

Current wording

Cash is used in investing activities to fund acquisitions, development or redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in existing buildings that meet our investment criteria. During the six months ended June 30, 2024, when compared to the six months ended June 30, 2023, we used cash primarily for the following investing activities (in thousands):

Previous wording

Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $61.9 million for the three months ended March 31, 2023 to $55.3 million for the three months ended March 31, 2024 due to decreased spending on development and redevelopment properties.

Current wording

Funds spent on capital expenditures, which are comprised of building and tenant improvements, decreased from $134.2 million for the six months ended June 30, 2023 to $108.1 million for the six months ended June 30, 2024 due to decreased spending on development and redevelopment properties.

Previous wording

During the three months ended March 31, 2024, when compared to the three months ended March 31, 2023, we used cash for the following financing activities (in thousands):

Current wording

During the six months ended June 30, 2024, when compared to the six months ended June 30, 2023, we used cash for the following financing activities (in thousands):

Previous wording

Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of March 31, 2024, 64,805,510 shares of common stock and no shares of excess stock were issued and outstanding.

Current wording

Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. As of June 30, 2024, 64,814,035 shares of common stock and no shares of excess stock were issued and outstanding.

Previous wording

As of March 31, 2024, share repurchases executed under the program, excluding the redemption of OP units, were as follows:

Current wording

As of June 30, 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 six months ended June 30, 2024.

Previous wording

The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the three months ended March 31, 2024 and 2023, respectively (dollars in thousands):

Current wording

The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the three and six months ended June 30, 2024 and 2023, respectively (dollars in thousands):

Previous wording

The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of March 31, 2024, 3.0 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, and phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.

Current wording

The Fifth Amended and Restated 2005 Stock Option and Incentive Plan, or the 2005 Plan, was approved by the Company's Board of Directors in April 2022 and its stockholders in June 2022 at the Company's annual meeting of stockholders. Subject to adjustments upon certain corporate transactions or events, awards with respect to up to a maximum of 32,210,000 fungible units may be granted as options, restricted stock, phantom shares, dividend equivalent rights and other equity-based awards under the 2005 Plan. As of June 30, 2024, 3.2 million fungible units were available for issuance under the 2005 Plan after reserving for shares underlying outstanding restricted stock units, and phantom stock units granted pursuant to our Non-Employee Directors' Deferral Program and LTIP Units.

Previous wording

During the three months ended March 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 $2.1 million and $2.1 million during the three months ended March 31, 2024 and 2023, respectively, related to the Deferred Compensation Plan.

Current wording

During the six months ended June 30, 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 $0.2 million and $2.4 million during the three and six months ended June 30, 2024, respectively, related to the Deferred Compensation Plan. We recorded compensation expense of $0.2 million and $2.3 million during the three and six months ended June 30, 2023, respectively, related to the Deferred Compensation Plan.

Previous wording

(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net exposure to variable rate debt was 16.2% and 3.0% as of March 31, 2024 and December 31, 2023, respectively.

Current wording

(1) Inclusive of the mitigating effect of our debt, preferred equity, and other investments subject to variable rates, the percent of total debt of our net exposure to variable rate debt was 13.9% and 3.0% as of June 30, 2024 and December 31, 2023, respectively.

Previous wording

The variable rate debt shown above generally bears interest at an interest rate based on adjusted Term SOFR (5.33% and 5.35% as of March 31, 2024 and December 31, 2023, respectively). Our consolidated debt as of March 31, 2024 had a weighted average term to maturity of 2.30 years.

Current wording

The variable rate debt shown above generally bears interest at an interest rate based on adjusted Term SOFR (5.34% and 5.35% as of June 30, 2024 and December 31, 2023, respectively). Our consolidated debt as of June 30, 2024 had a weighted average term to maturity of 2.15 years.

Previous wording

Certain of our debt and equity investments and other investments, with carrying values of $172.2 million as of March 31, 2024 and $168.7 million as of December 31, 2023, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of our variable rate debt to total debt was 16.2% and 3.0% as of March 31, 2024 and December 31, 2023, respectively.

Current wording

Certain of our debt and equity investments and other investments, with carrying values of $108.2 million as of June 30, 2024 and $168.7 million as of December 31, 2023, are variable rate investments which mitigate our exposure to interest rate changes on our unhedged variable rate debt. Inclusive of the mitigating effect of these investments, the net ratio of our consolidated variable rate debt to total debt was 13.9% and 3.0% as of June 30, 2024 and December 31, 2023, respectively.

Previous wording

As of March 31, 2024, we had no outstanding letters of credit, $650.0 million drawn under the revolving credit facility and $1.25 billion outstanding under the term loan facilities, with total undrawn capacity of $600.0 million under the 2021 credit facility. As of March 31, 2024 and December 31, 2023, the revolving credit facility had a carrying value of $645.1 million and $554.8 million, respectively, net of deferred financing costs. As of March 31, 2024 and December 31, 2023, the term loan facilities had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.

Current wording

As of June 30, 2024, we had $1.4 million of outstanding letters of credit, $540.0 million drawn under the revolving credit facility and $1.25 billion of outstanding term loans, with total undrawn capacity of $708.6 million under the 2021 credit facility. As of June 30, 2024 and December 31, 2023, the revolving credit facility had a carrying value of $535.5 million and $554.8 million, respectively, net of deferred financing costs. As of June 30, 2024 and December 31, 2023, the term loans had a carrying value of $1.2 billion and $1.2 billion, respectively, net of deferred financing costs.

Previous wording

We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through the use of interest rate derivative instruments and through our variable rate debt and preferred equity investments. As of March 31, 2024, $3.0 billion of our consolidated long-term debt and $5.9 billion of our share of joint venture long-term debt bears interest at fixed rates. Our variable rate debt and variable rate joint venture debt as of March 31, 2024 bore interest based on a spread to LIBOR of 145 basis points and Term SOFR of 50 basis points to 561 basis points. Based on the debt outstanding as of March 31, 2024, a hypothetical 100 basis point increase in the applicable floating interest rate curve would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $5.5 million and would increase our share of joint venture annual interest cost by $11.1 million. As of March 31, 2024, $0.2 billion of our debt and preferred equity portfolio was indexed to SOFR.

Current wording

We are exposed to changes in interest rates primarily from our variable rate debt. Our exposure to interest rate fluctuations are managed through the use of interest rate derivative instruments and through our variable rate debt and preferred equity investments. As of June 30, 2024, $3.0 billion of our consolidated long-term debt and $5.4 billion of our share of joint venture long-term debt bears interest at fixed rates. Our variable rate debt and variable rate joint venture debt as of June 30, 2024 bore interest based on a spread to LIBOR of 145 basis points and Term SOFR of 50 basis points to 559 basis points. Based on the debt outstanding as of June 30, 2024, a hypothetical 100 basis point increase in the applicable floating interest rate curve would increase our consolidated annual interest cost, net of interest income from variable rate debt and preferred equity investments, by $4.6 million and would increase our share of joint venture annual interest cost by $13.5 million. As of June 30, 2024, $0.1 billion of our debt and preferred equity portfolio was indexed to SOFR.

Previous wording

FFO for the three months ended March 31, 2024 and 2023 are as follows (in thousands):

Current wording

FFO for the six months ended June 30, 2024 and 2023 are as follows (in thousands):
Rearranged current paragraphs (18)

Current report — wording carried from elsewhere

i.“Same-Store Properties,” which represents all operating properties owned by us at January 1, 2023 and still owned by us in the same manner as of June 30, 2024 (Same-Store Properties totaled 21 of our 26 consolidated operating buildings),

Current report — wording carried from elsewhere

ii.“Acquisition Properties,” which represents all properties or interests in properties acquired in 2024 and 2023 and all non-Same-Store Properties, including properties that are under development or redevelopment,

Current report — wording carried from elsewhere

iii."Disposed Properties," which represents all properties or interests in properties sold in 2024 and 2023,

Current report — wording carried from elsewhere

v.“Other,” which represents properties where we sold an interest resulting in deconsolidation and corporate level items not allocable to specific properties, as well as the Service Corporation and eEmerge Inc.

Current report — wording carried from elsewhere

Rental revenues decreased due primarily to the deconsolidation of 245 Park Avenue ($36.3 million) as a result of the sale of a joint venture interest during the second quarter of 2023.

Current report — wording carried from elsewhere

The following table presents a summary of the commenced leasing activity for the three months ended June 30, 2024 in our Manhattan portfolio:

Current report — wording carried from elsewhere

Interest expense and amortization of deferred financing costs, net of interest income, decreased due to the deconsolidation of 245 Park Avenue in the second quarter of 2023 ($14.7 million) and the sale of 719 Seventh in the second quarter of 2024 ($2.5 million). These decreases were offset primarily by a decrease in interest capitalization in connection with properties that are under development or redevelopment ($8.5 million) and the consolidation of 10 East 53rd Street in the first quarter of 2024 ($3.6 million). The weighted average consolidated debt balance outstanding was $3.8 billion for the three months ended June 30, 2024, compared to $5.5 billion for the three months ended June 30, 2023. The consolidated weighted average interest rate was 5.21% for the three months ended June 30, 2024, as compared to 4.59% for the three months ended June 30, 2023.

Current report — wording carried from elsewhere

Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate

Current report — wording carried from elsewhere

The following comparison for the six months ended June 30, 2024, or 2024, to the six months ended June 30, 2023, or 2023, makes reference to the effect of the following:

Current report — wording carried from elsewhere

iv."Alternative Strategy Portfolio," which represents non-core assets, and

Current report — wording carried from elsewhere

(2)Escalated rent includes base rent plus all additional amounts paid by the tenant in the form of real estate taxes, operating expenses, porters wage or a consumer price index (CPI) adjustment.

Current report — wording carried from elsewhere

(3)Includes expiring space, relocating tenants and move-outs where tenants vacated. Excludes lease expirations where tenants held over.

Current report — wording carried from elsewhere

(4)Average starting office rent excluding new tenants replacing vacancies was $89.96 per rentable square feet for 254,290 rentable square feet. Average starting office rent for office space (leased and early renewals, excluding new tenants replacing vacancies) was $84.41 per rentable square feet for 492,130 rentable square feet.

Current report — wording carried from elsewhere

Investment income decreased due to a lower weighted average debt and preferred equity investment balance for the six months ended June 30, 2024 as compared to the same period in 2023. For the six months ended June 30, 2024, the weighted average debt and preferred equity investment balance outstanding and weighted average yield were $349.0 million and 7.5%, respectively, as compared to $644.3 million and 5.8%, respectively, for the six months ended June 30, 2023.

Current report — wording carried from elsewhere

Interest Expense and Amortization of Deferred Financing Costs, Net of Interest Income

Current report — wording carried from elsewhere

Equity in net income (loss) from unconsolidated joint ventures

Current report — wording carried from elsewhere

Purchase price and other fair value adjustments

Current report — wording carried from elsewhere

Depreciable real estate reserves and impairment