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Accumulated Other Comprehensive Income (Loss)
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Accumulated Other Comprehensive Income (Loss) Stockholders’ Equity of the Company
Common Stock
Our authorized capital stock consists of 260,000,000 shares, $0.01 par value per share, consisting of 160,000,000 shares of common stock, $0.01 par value per share, 75,000,000 shares of excess stock, at $0.01 par value per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. As of September 30, 2022, 64,315,581 shares of common stock and no shares of excess stock were issued and outstanding.
On December 2, 2021, our Board of Directors declared an ordinary dividend of $0.3108 per share and a special dividend of $2.4392 per share (together, "the Total Dividend"). The Total Dividend was paid on January 18, 2022 to shareholders of record at the close of business on December 15, 2021 ("the Record Date"). Shareholders had the opportunity to elect to receive the Total Dividend in the form of all cash or all stock, subject to proration if either option was oversubscribed. As a result of the elections made, the cash option was oversubscribed and was prorated. Shareholders who elected to receive cash received, for each share of common stock they owned as of the Record Date, approximately $0.3976 in cash and 0.0295 shares of common stock. Shareholders who elected to receive shares received, for each share of common stock they owned as of the Record Date, approximately 0.0345 shares of common stock. The number of shares issued was calculated based on the volume weighted average trading price of SLG's common stock between January 5-7, 2022 of $79.71 per share.
To mitigate the dilutive impact of the common stock issued in the special dividend, the Board of Directors also authorized a reverse stock split, which was effective after markets closed on January 21, 2022. On January 10, 2022, a committee of the Board of Directors calculated the ratio for the reverse stock split of our issued and outstanding shares of common stock as 1.03060-for-1. After the issuance of the dividend and the completion of the reverse stock split, the number of shares of our common stock outstanding was equivalent to the number of total shares outstanding on the Record Date (not including any issuances or repurchases that occurred following the Record Date, as well as any fractional shares that would have been issued but for which cash-in-lieu was paid). However, on a relative basis, some individual shareholders may have more shares of SLG’s common stock, and some individual shareholders may have fewer shares of our common stock, depending on their individual elections to receive cash or stock and as a result of the cash option being oversubscribed.
All share-related references and measurements including the number of shares outstanding, share prices, number of shares repurchased, earnings per share, dividends per share, and share-based compensation awards, have been retroactively adjusted to reflect the reverse stock split for all periods presented in this Quarterly Report on Form 10-Q.
Share Repurchase Program
In August 2016, our Board of Directors approved a $1.0 billion share repurchase program under which we can buy shares of our common stock. The Board of Directors has since authorized five separate $500.0 million increases to the size of the share repurchase program in the fourth quarter of 2017, second quarter of 2018, fourth quarter of 2018, fourth quarter of 2019, and fourth quarter of 2020 bringing the total program size to $3.5 billion.
As of September 30, 2022, share repurchases executed under the program, excluding the redemption of OP units, were as follows:
Period
Shares repurchased
Average price paid per share
Cumulative number of shares repurchased as part of the repurchase plan or programs
Year ended 20177,865,206$107.817,865,206
Year ended 20189,187,480$102.0617,052,686
Year ended 20194,333,260$88.6921,385,946
Year ended 20208,276,032$64.3029,661,978
Year ended 20214,474,649$75.4434,136,627
Nine months September 30, 20221,971,092$76.6936,107,719
Perpetual Preferred Stock
We have 9,200,000 shares of our 6.50% Series I Cumulative Redeemable Preferred Stock, or the Series I Preferred Stock, outstanding with a mandatory liquidation preference of $25.00 per share. The Series I Preferred stockholders receive annual dividends of $1.625 per share paid on a quarterly basis and dividends are cumulative, subject to certain provisions. We are entitled to redeem the Series I Preferred Stock at any time, in whole or from time to time in part, at par for cash. In August 2012, we received $221.9 million in net proceeds from the issuance of the Series I Preferred Stock, which were recorded net of underwriters' discount and issuance costs, and contributed the net proceeds to the Operating Partnership in exchange for 9,200,000 units of 6.50% Series I Cumulative Redeemable Preferred Units of limited partnership interest, or the Series I Preferred Units.
Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
In February 2021, the Company filed a registration statement with the SEC for our dividend reinvestment and stock purchase plan, or DRSPP, which automatically became effective upon filing. The Company registered 3,500,000 shares of our common stock under the DRSPP. The DRSPP commenced on September 24, 2001.
The following table summarizes SL Green common stock issued, and proceeds received from dividend reinvestments and/or stock purchases under the DRSPP for the three and nine months ended September 30, 2022 and 2021, respectively (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Shares of common stock issued2,933 1,944 5,827 8,770 
Dividend reinvestments/stock purchases under the DRSPP$140 $146 $339 $613 
Earnings per Share
We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity.
SL Green's earnings per share for the three and nine months ended September 30, 2022 and 2021 are computed as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Numerator2022202120222021
Basic Earnings:
Income (loss) attributable to SL Green common stockholders$7,377 $388,205 $(28,748)$486,073 
Less: distributed earnings allocated to participating securities(505)(357)(1,516)(1,071)
Less: undistributed earnings allocated to participating securities— (1,977)— (1,790)
Net income (loss) attributable to SL Green common stockholders (numerator for basic earnings per share)$6,872 $385,871 $(30,264)$483,212 
Add back: dilutive effect of earnings allocated to participating securities and contingently issuable shares505 357 (484)1,071 
Add back: undistributed earnings allocated to participating securities— 1,977 — 1,790 
Add back: effect of dilutive securities (redemption of units to common shares)491 22,683 (1,831)28,489 
Net income (loss) attributable to SL Green common stockholders (numerator for diluted earnings per share)$7,868 $410,888 $(32,579)$514,562 
Three Months Ended September 30,Nine Months Ended September 30,
Denominator2022202120222021
Basic Shares:
Weighted average common stock outstanding63,949 64,856 63,971 66,248 
Effect of Dilutive Securities:
Operating Partnership units redeemable for common shares4,088 3,834 4,104 4,024 
Stock-based compensation plans860 806 1,052 676 
Contingently issuable shares— — 122 101 
Diluted weighted average common stock outstanding68,897 69,496 69,249 71,049 
The Company has excluded 621,134 and 517,574 common stock equivalents from the calculation of diluted shares outstanding for the three and nine months ended September 30, 2022, respectively, as they were anti-dilutive. The Company has excluded 969,631 and 1,032,243 common stock equivalents from the calculation of diluted shares outstanding for the three and nine months ended September 30, 2021, respectively, as they were anti-dilutive.
Partners' Capital of the Operating PartnershipThe Company is the sole managing general partner of the Operating Partnership and at September 30, 2022 owned 64,315,581 general and limited partnership interests in the Operating Partnership and 9,200,000 Series I Preferred Units. Partnership interests in the Operating Partnership are denominated as “common units of limited partnership interest” (also referred to as “OP Units”) or “preferred units of limited partnership interest” (also referred to as “Preferred Units”). All references to OP Units and Preferred Units outstanding exclude such units held by the Company. A holder of an OP Unit may present such OP Unit to the Operating Partnership for redemption at any time (subject to restrictions agreed upon at the issuance of OP Units to particular holders that may restrict such right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Operating Partnership must redeem such OP Unit in exchange for the cash equal to the then value of a share of common stock of the Company, except that the Company may, at its election, in lieu of cash redemption, acquire such OP Unit for one share of common stock. Because the number of shares of common stock outstanding at all times equals the number of OP Units that the Company owns, one share of common stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of common stock. Each series of Preferred Units makes a distribution that is set in accordance with an amendment to the partnership agreement of the Operating Partnership. Preferred Units may also be convertible into OP Units at the election of the holder thereof or the Company, subject to the terms of such Preferred Units.
Net income (loss) allocated to the preferred unitholders and common unitholders reflects their pro rata share of net income (loss) and distributions.
All unit-related references and measurements including the number of units outstanding and earnings per unit have been retroactively adjusted to reflect the reverse stock split effectuated by SL Green’s Board of Directors in January 2021 for all periods presented in this Quarterly Report on Form 10-Q.
Limited Partner Units
As of September 30, 2022, limited partners other than SL Green owned 5.52%, or 3,759,073 common units, of the Operating Partnership.
Preferred Units
Preferred units not owned by SL Green are further described in Note 11, “Noncontrolling Interests on the Company’s Consolidated Financial Statements - Preferred Units of Limited Partnership Interest in the Operating Partnership.”
Earnings per Unit
The Operating Partnership's earnings per unit for the three and nine months ended September 30, 2022 and 2021, respectively, are computed as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Numerator2022202120222021
Basic Earnings:
Net income (loss) attributable to SLGOP common unitholders (numerator for diluted earnings per unit)
$7,868 $410,888 $(30,579)$514,562 
Less: distributed earnings allocated to participating securities(505)(357)(1,516)(1,071)
Less: undistributed earnings allocated to participating securities— (1,977)— (1,790)
Net income (loss) attributable to SLGOP common unitholders (numerator for basic earnings per unit)$7,363 $408,554 $(32,095)$511,701 
Add back: dilutive effect of earnings allocated to participating securities and contingently issuable shares505 357 (484)1,071 
Add back: undistributed earnings allocated to participating securities— 1,977 — 1,790 
Net income (loss) attributable to SLGOP common unitholders (numerator for diluted earnings per unit)$7,868 $410,888 $(32,579)$514,562 

Three Months Ended September 30,Nine Months Ended September 30,
Denominator2022202120222021
Basic units:
Weighted average common units outstanding68,037 68,690 68,075 70,272 
Effect of Dilutive Securities:
Stock-based compensation plans860 806 1,052 676 
Contingently issuable units — — 122 101 
Diluted weighted average common units outstanding68,897 69,496 69,249 71,049 
The Operating Partnership has excluded 621,134 and 517,574 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2022, respectively, as they were anti-dilutive. The Operating Partnership has excluded 969,631 and 1,032,243 common unit equivalents from the diluted units outstanding for the three and nine months ended September 30, 2021, respectively, as they were anti-dilutive.
Accumulated Other Comprehensive Income (Loss)
The following tables set forth the changes in accumulated other comprehensive income (loss) by component as of September 30, 2022 (in thousands):
Net unrealized gain (loss) on derivative instruments (1)
SL Green’s share
of joint venture
net unrealized gain (loss) on derivative
instruments (2)
Net unrealized gain on marketable securitiesTotal
Balance at December 31, 2021$(25,881)$(21,994)$1,117 $(46,758)
Other comprehensive gain (loss) before reclassifications78,865 21,671 (609)99,927 
Amounts reclassified from accumulated other comprehensive income2,526 1,879 — 4,405 
Balance at September 30, 2022$55,510 $1,556 $508 $57,574 
(1)Amount reclassified from accumulated other comprehensive income (loss) is included in interest expense in the respective consolidated statements of operations. As of September 30, 2022 and December 31, 2021, the deferred net gains from these terminated hedges, which is included in accumulated other comprehensive income (loss) relating to net unrealized loss on derivative instruments, was $(0.5) million and $(0.6) million, respectively.
(2)Amount reclassified from accumulated other comprehensive income (loss) is included in equity in net loss from unconsolidated joint ventures in the respective consolidated statements of operations.