fma
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended: September 30, 2017
OR
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-36746
PARAMOUNT GROUP, INC.
(Exact name of registrant as specified in its charter)
|
Maryland |
|
32-0439307 |
|
(State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification No.) |
|
1633 Broadway, Suite 1801, New York, NY |
|
10019 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 237-3100
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer |
☒ |
|
Accelerated Filer |
☐ |
|
Non-Accelerated Filer |
☐ |
(Do not check if smaller reporting company) |
Smaller Reporting Company |
☐ |
|
Emerging Growth Company |
☐ |
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 13, 2017, there were 240,073,742 shares of the registrant’s common stock outstanding.
Table of Contents
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Item |
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Page Number |
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Part I. |
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Financial Information |
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Item 1. |
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Consolidated Balance Sheets (Unaudited) as of September 30, 2017 and December 31, 2016 |
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3 |
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4 |
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5 |
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6 |
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7 |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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32 |
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Item 3. |
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65 |
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Item 4. |
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67 |
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Part II. |
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Other Information |
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Item 1. |
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68 |
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Item 1A. |
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68 |
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Item 2. |
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68 |
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Item 3. |
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68 |
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Item 4. |
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68 |
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Item 5. |
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68 |
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Item 6. |
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68 |
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69 |
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2
PART I – FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
PARAMOUNT GROUP, INC.
(UNAUDITED)
|
(Amounts in thousands, except share, unit and per share amounts) |
|
|
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ASSETS |
September 30, 2017 |
|
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December 31, 2016 |
|
||
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Real estate, at cost |
|
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Land |
$ |
2,209,506 |
|
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$ |
2,091,535 |
|
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Buildings and improvements |
|
6,097,220 |
|
|
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5,757,558 |
|
|
|
|
8,306,726 |
|
|
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7,849,093 |
|
|
Accumulated depreciation and amortization |
|
(443,555 |
) |
|
|
(318,161 |
) |
|
Real estate, net |
|
7,863,171 |
|
|
|
7,530,932 |
|
|
Cash and cash equivalents |
|
185,028 |
|
|
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162,965 |
|
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Restricted cash |
|
32,320 |
|
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29,374 |
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Investments in unconsolidated joint ventures |
|
46,014 |
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6,411 |
|
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Investments in unconsolidated real estate funds |
|
8,146 |
|
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28,173 |
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Preferred equity investments, net of allowance of $19,588 and $0 |
|
35,763 |
|
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55,051 |
|
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Marketable securities |
|
27,867 |
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22,393 |
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Accounts and other receivables, net of allowance of $324 and $202 |
|
13,822 |
|
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15,251 |
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Deferred rent receivable |
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209,226 |
|
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163,695 |
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Deferred charges, net of accumulated amortization of $16,628 and $9,832 |
|
88,846 |
|
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71,184 |
|
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Intangible assets, net of accumulated amortization of $189,209 and $166,841 |
|
373,053 |
|
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412,225 |
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Assets held for sale |
|
- |
|
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346,685 |
|
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Other assets |
|
40,752 |
|
|
|
22,829 |
|
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Total assets (1) |
$ |
8,924,008 |
|
|
$ |
8,867,168 |
|
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LIABILITIES AND EQUITY |
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Notes and mortgages payable, net of deferred financing costs of $44,029 and $43,281 |
$ |
3,539,071 |
|
|
$ |
3,364,898 |
|
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Revolving credit facility |
|
- |
|
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230,000 |
|
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Due to affiliates |
|
27,299 |
|
|
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27,299 |
|
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Accounts payable and accrued expenses |
|
97,679 |
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103,896 |
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Dividends and distributions payable |
|
25,211 |
|
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25,151 |
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Intangible liabilities, net of accumulated amortization of $71,453 and $55,349 |
|
138,563 |
|
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153,018 |
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Other liabilities |
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54,029 |
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76,959 |
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Total liabilities (1) |
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3,881,852 |
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3,981,221 |
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Commitments and contingencies |
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Paramount Group, Inc. equity: |
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Common stock $0.01 par value per share; authorized 900,000,000 shares; issued and outstanding 240,073,742 and 230,015,356 shares in 2017 and 2016, respectively |
|
2,400 |
|
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2,300 |
|
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Additional paid-in-capital |
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4,286,265 |
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4,116,987 |
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Earnings less than distributions |
|
(104,059 |
) |
|
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(129,654 |
) |
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Accumulated other comprehensive income |
|
1,014 |
|
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|
372 |
|
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Paramount Group, Inc. equity |
|
4,185,620 |
|
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3,990,005 |
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Noncontrolling interests in: |
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|
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Consolidated joint ventures |
|
408,035 |
|
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253,788 |
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Consolidated real estate fund |
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14,947 |
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64,793 |
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Operating Partnership (24,977,743 and 34,511,214 units outstanding) |
|
433,554 |
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577,361 |
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Total equity |
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5,042,156 |
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4,885,947 |
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Total liabilities and equity |
$ |
8,924,008 |
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$ |
8,867,168 |
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(1) |
Represents the consolidated assets and liabilities of Paramount Group Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”). The Operating Partnership is a consolidated variable interest entity (“VIE”), of which we are the sole general partner and own approximately 90.6% as of September 30, 2017. The assets and liabilities of the Operating Partnership, as of September 30, 2017, include $1,970,149 and $1,272,907 of assets and liabilities, respectively, of certain VIEs that are consolidated by the Operating Partnership. See Note 13, Variable Interest Entities. |
See notes to consolidated financial statements (unaudited).
3
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
|
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For the Three Months Ended |
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For the Nine Months Ended |
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||||||||||
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September 30, |
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September 30, |
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||||||||||
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(Amounts in thousands, except share and per share amounts) |
2017 |
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2016 |
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2017 |
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2016 |
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||||
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REVENUES: |
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Rental income |
$ |
156,384 |
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$ |
149,019 |
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$ |
469,961 |
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$ |
445,452 |
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Tenant reimbursement income |
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14,053 |
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|
11,978 |
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38,761 |
|
|
|
33,101 |
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Fee and other income |
|
9,333 |
|
|
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10,321 |
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29,988 |
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|
|
37,986 |
|
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Total revenues |
|
179,770 |
|
|
|
171,318 |
|
|
|
538,710 |
|
|
|
516,539 |
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EXPENSES: |
|
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Operating |
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68,264 |
|
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|
64,025 |
|
|
|
197,696 |
|
|
|
186,964 |
|
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Depreciation and amortization |
|
66,515 |
|
|
|
66,376 |
|
|
|
198,143 |
|
|
|
208,475 |
|
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General and administrative |
|
14,470 |
|
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13,235 |
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44,624 |
|
|
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39,335 |
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Transaction related costs |
|
274 |
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|
|
282 |
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|
1,051 |
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|
|
1,725 |
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Total expenses |
|
149,523 |
|
|
|
143,918 |
|
|
|
441,514 |
|
|
|
436,499 |
|
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Operating income |
|
30,247 |
|
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|
27,400 |
|
|
|
97,196 |
|
|
|
80,040 |
|
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Income from unconsolidated joint ventures |
|
671 |
|
|
|
1,792 |
|
|
|
19,143 |
|
|
|
5,291 |
|
|
|
Loss from unconsolidated real estate funds |
|
(3,930 |
) |
|
|
(1,254 |
) |
|
|
(6,053 |
) |
|
|
(2,540 |
) |
|
|
Interest and other (loss) income, net |
|
(17,668 |
) |
|
|
2,299 |
|
|
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(11,982 |
) |
|
|
5,029 |
|
|
|
Interest and debt expense |
|
(35,733 |
) |
|
|
(38,278 |
) |
|
|
(107,568 |
) |
|
|
(113,406 |
) |
|
|
Loss on early extinguishment of debt |
|
- |
|
|
|
- |
|
|
|
(7,877 |
) |
|
|
- |
|
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Gain on sale of real estate |
|
- |
|
|
|
- |
|
|
|
133,989 |
|
|
|
- |
|
|
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Unrealized gain on interest rate swaps |
|
- |
|
|
|
12,728 |
|
|
|
1,802 |
|
|
|
29,661 |
|
|
|
Net (loss) income before income taxes |
|
(26,413 |
) |
|
|
4,687 |
|
|
|
118,650 |
|
|
|
4,075 |
|
|
|
Income tax benefit (expense) |
|
1,010 |
|
|
|
(218 |
) |
|
|
(4,242 |
) |
|
|
817 |
|
|
|
Net (loss) income |
|
(25,403 |
) |
|
|
4,469 |
|
|
|
114,408 |
|
|
|
4,892 |
|
|
|
Less net (income) loss attributable to noncontrolling interests in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated joint ventures |
|
14,217 |
|
|
|
(4,703 |
) |
|
|
11,029 |
|
|
|
(10,062 |
) |
|
|
Consolidated real estate fund |
|
(114 |
) |
|
|
67 |
|
|
|
(20,195 |
) |
|
|
819 |
|
|
|
Operating Partnership |
|
1,086 |
|
|
|
28 |
|
|
|
(12,068 |
) |
|
|
906 |
|
|
|
Net (loss) income attributable to common stockholders |
$ |
(10,214 |
) |
|
$ |
(139 |
) |
|
$ |
93,174 |
|
|
$ |
(3,445 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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|
(LOSS) INCOME PER COMMON SHARE - BASIC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income per common share |
$ |
(0.04 |
) |
|
$ |
(0.00 |
) |
|
$ |
0.40 |
|
|
$ |
(0.02 |
) |
|
|
Weighted average shares outstanding |
|
239,445,810 |
|
|
|
219,394,245 |
|
|
|
235,151,398 |
|
|
|
216,317,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS) INCOME PER COMMON SHARE - DILUTED: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income per common share |
$ |
(0.04 |
) |
|
$ |
(0.00 |
) |
|
$ |
0.40 |
|
|
$ |
(0.02 |
) |
|
|
Weighted average shares outstanding |
|
239,445,810 |
|
|
|
219,394,245 |
|
|
|
235,177,683 |
|
|
|
216,317,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS PER COMMON SHARE |
$ |
0.095 |
|
|
$ |
0.095 |
|
|
$ |
0.285 |
|
|
$ |
0.285 |
|
|
See notes to consolidated financial statements (unaudited).
4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
|
|
For the Three Months Ended |
|
|
For the Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
(Amounts in thousands) |
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
||||
|
Net (loss) income |
$ |
(25,403 |
) |
|
$ |
4,469 |
|
|
$ |
114,408 |
|
|
$ |
4,892 |
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of interest rate swaps |
|
738 |
|
|
|
7,802 |
|
|
|
729 |
|
|
|
(33,812 |
) |
|
Pro rata share of other comprehensive income (loss) of unconsolidated joint ventures |
|
226 |
|
|
|
(82 |
) |
|
|
39 |
|
|
|
(19 |
) |
|
Comprehensive (loss) income |
|
(24,439 |
) |
|
|
12,189 |
|
|
|
115,176 |
|
|
|
(28,939 |
) |
|
Less comprehensive (income) loss attributable to noncontrolling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
interests in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated joint ventures |
|
14,217 |
|
|
|
(4,703 |
) |
|
|
11,029 |
|
|
|
(10,062 |
) |
|
Consolidated real estate fund |
|
(114 |
) |
|
|
67 |
|
|
|
(20,195 |
) |
|
|
819 |
|
|
Operating Partnership |
|
993 |
|
|
|
(1,286 |
) |
|
|
(12,194 |
) |
|
|
7,488 |
|
|
Comprehensive (loss) income attributable to common stockholders |
$ |
(9,343 |
) |
|
$ |
6,267 |
|
|
$ |
93,816 |
|
|
$ |
(30,694 |
) |
See notes to consolidated financial statements (unaudited).
5
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
|
|
|
Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling Interests in |
|
|
|
|
|
||||||||||||||
|
(Amounts in thousands, except per share and unit amounts) |
|
Shares |
|
|
Amount |
|
|
Additional Paid-in-Capital |
|
|
Earnings Less than Distributions |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Consolidated Joint Ventures |
|
|
Consolidated Real Estate Funds |
|
|
Operating Partnership |
|
|
Total Equity |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2015 |
|
|
212,112 |
|
|
$ |
2,122 |
|
|
$ |
3,802,858 |
|
|
$ |
(36,120 |
) |
|
$ |
(7,843 |
) |
|
$ |
236,849 |
|
|
$ |
414,637 |
|
|
$ |
898,047 |
|
|
$ |
5,310,550 |
|
|
Deconsolidation of real estate fund investments upon adoption of ASU 2015-02 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(351,035 |
) |
|
|
- |
|
|
|
(351,035 |
) |
|
Balance as of January 1, 2016 |
|
|
212,112 |
|
|
|
2,122 |
|
|
|
3,802,858 |
|
|
|
(36,120 |
) |
|
|
(7,843 |
) |
|
|
236,849 |
|
|
|
63,602 |
|
|
|
898,047 |
|
|
|
4,959,515 |
|
|
Net income (loss) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,445 |
) |
|
|
- |
|
|
|
10,062 |
|
|
|
(819 |
) |
|
|
(906 |
) |
|
|
4,892 |
|
|
Common shares issued upon redemption of common units |
|
|
7,403 |
|
|
|
74 |
|
|
|
126,068 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(126,142 |
) |
|
|
- |
|
|
Common shares issued under Omnibus share plan |
|
|
97 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Dividends and distributions ($0.285 per share and unit) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(61,953 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(13,496 |
) |
|
|
(75,449 |
) |
|
Distributions to noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,692 |
) |
|
|
- |
|
|
|
- |
|
|
|
(2,692 |
) |
|
Change in value of interest rate swaps |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(27,231 |
) |
|
|
- |
|
|
|
- |
|
|
|
(6,581 |
) |
|
|
(33,812 |
) |
|
Pro rata share of other comprehensive loss of unconsolidated joint ventures |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(18 |
) |
|
|
- |
|
|
|
- |
|
|
|
(1 |
) |
|
|
(19 |
) |
|
Amortization of equity awards |
|
|
- |
|
|
|
- |
|
|
|
1,605 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
8,019 |
|
|
|
9,624 |
|
|
Other |
|
|
- |
|
|
|
- |
|
|
|
18 |
|
|
|
191 |
|
|
|
- |
|
|
|
15 |
|
|
|
7 |
|
|
|
- |
|
|
|
231 |
|
|
Balance as of September 30, 2016 |
|
|
219,612 |
|
|
$ |
2,196 |
|
|
$ |
3,930,549 |
|
|
$ |
(101,327 |
) |
|
$ |
(35,092 |
) |
|
$ |
244,234 |
|
|
$ |
62,790 |
|
|
$ |
758,940 |
|
|
$ |
4,862,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2016 |
|
|
230,015 |
|
|
$ |
2,300 |
|
|
$ |
4,116,987 |
|
|
$ |
(129,654 |
) |
|
$ |
372 |
|
|
$ |
253,788 |
|
|
$ |
64,793 |
|
|
$ |
577,361 |
|
|
$ |
4,885,947 |
|
|
Net income (loss) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
93,174 |
|
|
|
- |
|
|
|
(11,029 |
) |
|
|
20,195 |
|
|
|
12,068 |
|
|
|
114,408 |
|
|
Common shares issued upon redemption of common units |
|
|
10,001 |
|
|
|
100 |
|
|
|
166,424 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(166,524 |
) |
|
|
- |
|
|
Common shares issued under Omnibus share plan, net of shares withheld for taxes |
|
|
58 |
|
|
|
- |
|
|
|
- |
|
|
|
(154 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(154 |
) |
|
Dividends and distributions ($0.285 per share and unit) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(67,425 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,204 |
) |
|
|
(75,629 |
) |
|
Contributions from noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
96,472 |
|
|
|
4,305 |
|
|
|
- |
|
|
|
100,777 |
|
|
Distributions to noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(41,203 |
) |
|
|
(74,346 |
) |
|
|
- |
|
|
|
(115,549 |
) |
|
Consolidation of 50 Beale Street |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
110,007 |
|
|
|
- |
|
|
|
- |
|
|
|
110,007 |
|
|
Change in value of interest rate swaps |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
600 |
|
|
|
- |
|
|
|
- |
|
|
|
129 |
|
|
|
729 |
|
|
Pro rata share of other comprehensive income (loss) of unconsolidated joint ventures |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
42 |
|
|
|
- |
|
|
|
- |
|
|
|
(3 |
) |
|
|
39 |
|
|
Amortization of equity awards |
|
|
- |
|
|
|
- |
|
|
|
2,244 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
10,882 |
|
|
|
13,126 |
|
|
Other |
|
|
- |
|
|
|
- |
|
|
|
610 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,845 |
|
|
|
8,455 |
|
|
Balance as of September 30, 2017 |
|
|
240,074 |
|
|
$ |
2,400 |
|
|
$ |
4,286,265 |
|
|
$ |
(104,059 |
) |
|
$ |
1,014 |
|
|
$ |
408,035 |
|
|
$ |
14,947 |
|
|
$ |
433,554 |
|
|
$ |
5,042,156 |
|
See notes to consolidated financial statements (unaudited).
6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
For the Nine Months Ended September 30, |
|
|||||
|
(Amounts in thousands) |
2017 |
|
|
2016 |
|
||
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
$ |
114,408 |
|
|
$ |
4,892 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
198,143 |
|
|
|
208,475 |
|
|
Amortization of deferred financing costs |
|
8,367 |
|
|
|
4,121 |
|
|
Gain on sale of real estate |
|
(133,989 |
) |
|
|
- |
|
|
Straight-lining of rental income |
|
(43,529 |
) |
|
|
(67,843 |
) |
|
Amortization of above and below-market leases, net |
|
(14,164 |
) |
|
|
(6,593 |
|