Attached files
file | filename |
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8-K - 8K 223 NM SALE - PARKWAY PROPERTIES INC | f8ksaleof233nm.htm |
EX-2.1 - EXHIBIT 2.1 - PARKWAY PROPERTIES INC | exhibit2.htm |
Exhibit 99.1
PARKWAY PROPERTIES, INC.
Pro Forma Consolidated Financial Statements
(Unaudited)
The following unaudited pro forma consolidated balance sheet as of March 31, 2011 and pro forma consolidated statements of operations of Parkway Properties, Inc. ("Parkway") for the years ended December 31, 2010, 2009 and 2008, as well as the three months ended March 31, 2011 and 2010 give effect to the sale of the 233 North Michigan Avenue office property located in Chicago, Illinois (the “Sale of 233NM”). The pro forma consolidated financial statements have been prepared by management of Parkway based upon the historical financial statements of Parkway and the adjustments and assumptions in the accompanying notes to the pro forma consolidated financial statements.
The pro forma consolidated balance sheet sets forth the effect of the Sale of 233NM as if it had been consummated on March 31, 2011.
The pro forma consolidated statements of operations set forth the effects of the Sale of 233NM as if it had been consummated on January 1, 2008.
Parkway is providing the unaudited pro forma consolidated financial information for informational purposes only. The unaudited pro forma consolidated financial information does not purport to represent the results that actually would have occurred if the Sale of 233NM had occurred on the dates indicated nor do they purport to project our results of operations for any future period as of any future date. The unaudited pro forma consolidated financial information should be read in conjunction with the consolidated financial statements and related notes of Parkway included in its reports filed under the Securities Exchange Act of 1934, as amended.
Page 1 of 9
PARKWAY PROPERTIES, INC.
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PRO FORMA CONSOLIDATED BALANCE SHEET
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MARCH 31, 2011
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(Unaudited)
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Parkway
|
Pro Forma
|
Parkway
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Historical
|
Adjustments (1)
|
Pro Forma
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(In thousands, except share data)
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|||||
Assets
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|||||
Real estate related investments:
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|||||
Office and parking properties
|
$ 1,917,773
|
$ (177,567)
|
$ 1,740,206
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||
Land held for development
|
609
|
609
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|||
Accumulated depreciation
|
(380,490)
|
38,269
|
(342,221)
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1,537,892
|
(139,298)
|
1,398,594
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Land available for sale
|
750
|
750
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Mortgage loans
|
10,533
|
10,533
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Investment in unconsolidated joint ventures
|
1,767
|
1,767
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1,550,942
|
(139,298)
|
1,411,644
|
|||
Rents receivable and other assets
|
138,100
|
(17,978)
|
120,122
|
||
Intangible assets, net
|
61,613
|
(8,131)
|
53,482
|
||
Cash and cash equivalents
|
74,160
|
(1,224)
|
72,936
|
||
$ 1,824,815
|
$ (166,631)
|
$ 1,658,184
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|||
Liabilities
|
|||||
Notes payable to banks
|
$ 166,581
|
$ (74,439)
|
$ 92,142
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||
Mortgage notes payable
|
876,617
|
(85,487)
|
791,130
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||
Accounts payable and other liabilities
|
79,275
|
(9,333)
|
69,942
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||
1,122,473
|
(169,259)
|
953,214
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Equity
|
|||||
Parkway Properties, Inc. stockholders' equity:
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8.00% Series D Preferred stock, $.001 par value,
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4,374,896 shares authorized, issued and outstanding
|
102,787
|
102,787
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Common stock, $.001 par value, 65,625,104 shares
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authorized, 21,962,564 shares issued and outstanding in 2011
|
22
|
22
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Common stock held in trust, at cost, 10,009 shares in 2011
|
(271)
|
(271)
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Additional paid-in capital
|
516,275
|
516,275
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Accumulated other comprehensive loss
|
(1,914)
|
(1,914)
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Accumulated deficit
|
(136,004)
|
2,628
|
(133,376)
|
||
Total Parkway Properties, Inc. stockholders' equity
|
480,895
|
2,628
|
483,523
|
||
Noncontrolling interest - real estate partnerships
|
221,447
|
221,447
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|||
Total equity
|
702,342
|
2,628
|
704,970
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$ 1,824,815
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$ (166,631)
|
$ 1,658,184
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See accompanying notes.
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Page 2 of 9
PARKWAY PROPERTIES, INC.
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PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
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FOR THE THREE MONTHS ENDED MARCH 31, 2011
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(Unaudited)
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Parkway
|
Pro Forma
|
Parkway
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Historical
|
Adjustments (2)
|
Pro Forma
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(In thousands, except per share data)
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Revenues
|
|||||
Income from office and parking properties
|
$ 67,180
|
$ (7,087)
|
(a)
|
$ 60,093
|
|
Management company income
|
338
|
338
|
|||
Total revenues
|
67,518
|
(7,087)
|
60,431
|
||
|
|
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Expenses
|
|
||||
Property operating expense
|
31,010
|
(3,922)
|
(a)
|
27,088
|
|
Depreciation and amortization
|
24,900
|
(1,815)
|
(a)
|
23,085
|
|
Management company expenses
|
877
|
877
|
|||
General and administrative
|
1,807
|
156
|
(b)
|
1,963
|
|
Acquisition costs
|
2,349
|
2,349
|
|||
Total expenses
|
60,943
|
(5,581)
|
55,362
|
||
Operating income
|
6,575
|
(1,506)
|
5,069
|
||
Other income and expenses
|
|||||
Interest and other income
|
324
|
324
|
|||
Equity in earnings of unconsolidated joint ventures
|
35
|
35
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Interest expense
|
(14,724)
|
2,102
|
(c)
|
(12,622)
|
|
Income (loss) from continuing operations
|
(7,790)
|
596
|
(7,194)
|
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Net loss attributable to noncontrolling interest - real estate partnerships
|
3,195
|
3,195
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Dividends on preferred stock
|
(2,187)
|
(2,187)
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Income (loss) from continuing operations attributable to common stockholders
|
$ (6,782)
|
$ 596
|
$ (6,186)
|
||
Loss from continuing operations per common share (3)
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Basic
|
$ (0.32)
|
$ (0.29)
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|||
Diluted
|
$ (0.32)
|
$ (0.29)
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|||
Weighted average shares outstanding:
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Basic
|
21,476
|
21,476
|
|||
Diluted
|
21,476
|
21,476
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|||
See accompanying notes.
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Page 3 of 9
PARKWAY PROPERTIES, INC.
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PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
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FOR THE THREE MONTHS ENDED MARCH 31, 2010
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(Unaudited)
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Parkway
|
Pro Forma
|
Parkway
|
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Historical
|
Adjustments (2)
|
Pro Forma
|
|||
(In thousands, except per share data)
|
|||||
Revenues
|
|||||
Income from office and parking properties
|
$ 68,911
|
$ (7,530)
|
(a)
|
$ 61,381
|
|
Management company income
|
410
|
410
|
|||
Total revenues
|
69,321
|
(7,530)
|
61,791
|
||
|
|
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Expenses
|
|
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Property operating expense
|
30,951
|
(4,019)
|
(a)
|
26,932
|
|
Depreciation and amortization
|
22,622
|
(1,912)
|
(a)
|
20,710
|
|
Management company expenses
|
744
|
744
|
|||
General and administrative
|
2,008
|
243
|
(b)
|
2,251
|
|
Total expenses
|
56,325
|
(5,688)
|
50,637
|
||
Operating income
|
12,996
|
(1,842)
|
11,154
|
||
Other income and expenses
|
|||||
Interest and other income
|
385
|
385
|
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Equity in earnings of unconsolidated joint ventures
|
105
|
105
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Interest expense
|
(13,695)
|
1,953
|
(c)
|
(11,742)
|
|
Income (loss) from continuing operations
|
(209)
|
111
|
(98)
|
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Net loss attributable to noncontrolling interest - real estate partnerships
|
2,587
|
2,587
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Dividends on preferred stock
|
(1,200)
|
(1,200)
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Income (loss) from continuing operations attributable to common stockholders
|
$ 1,178
|
$ 111
|
$ 1,289
|
||
Income from continuing operations per common share (3)
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Basic
|
$ 0.05
|
$ 0.06
|
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Diluted
|
$ 0.05
|
$ 0.06
|
|||
Weighted average shares outstanding:
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|||||
Basic
|
21,390
|
21,390
|
|||
Diluted
|
21,509
|
21,509
|
|||
See accompanying notes.
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Page 4 of 9
PARKWAY PROPERTIES, INC.
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PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
|
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FOR THE YEAR ENDED DECEMBER 31, 2010
|
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(Unaudited)
|
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|
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Parkway
|
Pro Forma
|
Parkway
|
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Historical
|
Adjustments (2)
|
Pro Forma
|
|||
(In thousands, except per share data)
|
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Revenues
|
|||||
Income from office and parking properties
|
$ 254,611
|
$ (29,587)
|
(a)
|
$ 225,024
|
|
Management company income
|
1,652
|
1,652
|
|||
Total revenues
|
256,263
|
(29,587)
|
226,676
|
||
|
|
||||
Expenses
|
|
||||
Property operating expense
|
117,935
|
(14,684)
|
(a)
|
103,251
|
|
Depreciation and amortization
|
92,190
|
(8,034)
|
(a)
|
84,156
|
|
Impairment loss on real estate
|
4,120
|
4,120
|
|||
Management company expenses
|
3,961
|
3,961
|
|||
General and administrative
|
7,382
|
932
|
(b)
|
8,314
|
|
Total expenses
|
225,588
|
(21,786)
|
203,802
|
||
Operating income
|
30,675
|
(7,801)
|
22,874
|
||
Other income and expenses
|
|||||
Interest and other income
|
1,487
|
1,487
|
|||
Equity in earnings of unconsolidated joint ventures
|
326
|
326
|
|||
Gain on involuntary conversion
|
40
|
40
|
|||
Interest expense
|
(54,647)
|
7,862
|
(c)
|
(46,785)
|
|
Income (loss) from continuing operations
|
(22,119)
|
61
|
(22,058)
|
||
Net loss attributable to noncontrolling interest - real estate partnerships
|
10,789
|
10,789
|
|||
Dividends on preferred stock
|
(6,325)
|
(6,325)
|
|||
Income (loss) from continuing operations attributable to common stockholders
|
$ (17,655)
|
$ 61
|
$ (17,594)
|
||
Loss from continuing operations per common share (3)
|
|||||
Basic
|
$ (0.82)
|
$ (0.82)
|
|||
Diluted
|
$ (0.82)
|
$ (0.82)
|
|||
Weighted average shares outstanding:
|
|||||
Basic
|
21,421
|
21,421
|
|||
Diluted
|
21,421
|
21,421
|
|||
See accompanying notes.
|
Page 5 of 9
PARKWAY PROPERTIES, INC.
|
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PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
|
|||||
FOR THE YEAR ENDED DECEMBER 31, 2009
|
|||||
(Unaudited)
|
|||||
|
|||||
Parkway
|
Pro Forma
|
Parkway
|
|||
Historical
|
Adjustments (2)
|
Pro Forma
|
|||
(In thousands, except per share data)
|
|||||
Revenues
|
|||||
Income from office and parking properties
|
$ 262,951
|
$ (32,567)
|
(a)
|
$ 230,384
|
|
Management company income
|
1,870
|
1,870
|
|||
Total revenues
|
264,821
|
(32,567)
|
232,254
|
||
|
|
||||
Expenses
|
|
||||
Property operating expense
|
126,343
|
(15,814)
|
(a)
|
110,529
|
|
Depreciation and amortization
|
92,126
|
(10,825)
|
(a)
|
81,301
|
|
Management company expenses
|
2,299
|
2,299
|
|||
General and administrative
|
6,108
|
999
|
(b)
|
7,107
|
|
Total expenses
|
226,876
|
(25,640)
|
201,236
|
||
Operating income
|
37,945
|
(6,927)
|
31,018
|
||
Other income and expenses
|
|||||
Interest and other income
|
1,609
|
1,609
|
|||
Equity in earnings of unconsolidated joint ventures
|
445
|
445
|
|||
Other-than-temporary impairment loss on investment
|
|||||
in unconsolidated joint ventures
|
(8,817)
|
(8,817)
|
|||
Gain on involuntary conversion
|
823
|
823
|
|||
Gain on sale of real estate
|
470
|
470
|
|||
Interest expense
|
(55,044)
|
8,033
|
(c)
|
(47,011)
|
|
Income (loss) from continuing operations
|
(22,569)
|
1,106
|
(21,463)
|
||
Net loss attributable to noncontrolling interest - real estate partnerships
|
10,562
|
10,562
|
|||
Dividends on preferred stock
|
(4,800)
|
(4,800)
|
|||
Income (loss) from continuing operations attributable to common stockholders
|
$ (16,807)
|
$ 1,106
|
$ (15,701)
|
||
Loss from continuing operations per common share (3)
|
|||||
Basic
|
$ (0.87)
|
$ (0.81)
|
|||
Diluted
|
$ (0.87)
|
$ (0.81)
|
|||
Weighted average shares outstanding:
|
|||||
Basic
|
19,304
|
19,304
|
|||
Diluted
|
19,304
|
19,304
|
|||
See accompanying notes.
|
Page 6 of 9
PARKWAY PROPERTIES, INC.
|
|||||
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
|
|||||
FOR THE YEAR ENDED DECEMBER 31, 2008
|
|||||
(Unaudited)
|
|||||
|
|||||
Parkway
|
Pro Forma
|
Parkway
|
|||
Historical
|
Adjustments (2)
|
Pro Forma
|
|||
(In thousands, except per share data)
|
|||||
Revenues
|
|||||
Income from office and parking properties
|
$ 260,229
|
$ (35,503)
|
(a)
|
$ 224,726
|
|
Management company income
|
1,936
|
1,936
|
|||
Total revenues
|
262,165
|
(35,503)
|
226,662
|
||
|
|
||||
Expenses
|
|
||||
Property operating expense
|
124,409
|
(14,949)
|
(a)
|
109,460
|
|
Depreciation and amortization
|
91,224
|
(10,694)
|
(a)
|
80,530
|
|
Impairment loss on real estate
|
2,542
|
2,542
|
|||
Management company expenses
|
1,947
|
1,947
|
|||
General and administrative
|
9,725
|
1,021
|
(b)
|
10,746
|
|
Total expenses
|
229,847
|
(24,622)
|
205,225
|
||
Operating income
|
32,318
|
(10,881)
|
21,437
|
||
Other income and expenses
|
|||||
Interest and other income
|
1,332
|
1,332
|
|||
Equity in earnings of unconsolidated joint ventures
|
894
|
894
|
|||
Interest expense
|
(58,766)
|
8,584
|
(c)
|
(50,182)
|
|
Loss from continuing operations
|
(24,222)
|
(2,297)
|
(26,519)
|
||
Net loss attributable to noncontrolling interest - real estate partnerships
|
11,369
|
11,369
|
|||
Dividends on preferred stock
|
(4,800)
|
(4,800)
|
|||
Loss from continuing operations attributable to common stockholders
|
$ (17,653)
|
$ (2,297)
|
$ (19,950)
|
||
Loss from continuing operations per common share (3)
|
|||||
Basic
|
$ (1.17)
|
$ (1.33)
|
|||
Diluted
|
$ (1.17)
|
$ (1.33)
|
|||
Weighted average shares outstanding:
|
|||||
Basic
|
15,023
|
15,023
|
|||
Diluted
|
15,023
|
15,023
|
|||
See accompanying notes.
|
Page 7 of 9
PARKWAY PROPERTIES, INC.
Notes to Pro Forma Consolidated Financial Statements
(Unaudited)
1. On May 5, 2011, Parkway Properties, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) to sell 233 North Michigan for a gross sale price of $162.2 million and has received a $17.0 million non-refundable earnest deposit. 233 North Michigan is a 1.1 million square foot office property located in the central business district of Chicago, Illinois. Closing is expected to occur later this month and is subject to customary closing conditions. The Company plans to repay the $84.6 million first mortgage that is secured by the property upon closing. Parkway expects to receive net cash proceeds from the sale after the repayment of the first mortgage of approximately $75.5 million, which the Company expects to use to reduce amounts outstanding under the Company's revolving credit facility. The Company estimates that it will recognize a gain on the sale of approximately $2.6 million in the second quarter of 2011.
2. The pro forma adjustments to the Consolidated Statement of Operations for the years ended December 31, 2010, 2009 and 2008 and the three months ended March 31, 2011 and 2010 set forth the effects of the contract to sell the 233 North Michigan office property (the “Sale of 233NM”) as if the sale had been consummated on January 1, 2008.
These pro forma adjustments are detailed below for the years ended December 31, 2010, 2009 and 2008 and the three months ended March 31, 2011 and 2010.
(a) The effect on income and expenses from real estate properties due to the above transactions is as follows for the periods noted in the table below (in thousands):
Revenue
|
Expenses
|
||
Income From
|
Real Estate Owned
|
||
Office and Parking
|
Operating
|
Depreciation
|
|
Sale of 233NM
|
Properties
|
Expense
|
Expense
|
Three Months Ended March 31, 2011
|
$ (7,087)
|
$ (3,922)
|
$ (1,815)
|
Three Months Ended March 31, 2010
|
$ (7,530)
|
$ (4,019)
|
$ (1,912)
|
Year Ended December 31, 2010
|
$ (29,587)
|
$ (14,684)
|
$ (8,034)
|
Year Ended December 31, 2009
|
$ (32,567)
|
$ (15,814)
|
$ (10,825)
|
Year Ended December 31, 2008
|
$ (35,503)
|
$ (14,949)
|
$ (10,694)
|
(b) The pro forma effect of the allocation of intercompany management fees in connection with the Sale of 233NM is an increase in general and administrative expense of $156,000 and $243,000 for the three months ended March 31, 2011 and 2010, respectively, and $932,000, $999,000 and $1,021,000 for the years ended December 31, 2010, 2009 and 2008, respectively.
(c) Pro forma interest expense reflects the reduction in interest expense as a result of the repayment of the $84.6 million non-recourse mortgage loan secured by the 233 North Michigan office property upon sale as well as interest savings on the reduction in credit facility borrowings as if the liabilities were reduced on January 1, 2008. The pro forma effect of the reduction in interest expense is approximately $2.1 million and $2.0 million for the three months ended March 31, 2011 and 2010, respectively, and approximately $7.9 million, $8.0 million, and $8.6 million for the years ended December 31, 2010, 2009, and 2008, respectively.
Page 8 of 9
3. Earnings per share is calculated in accordance with Topic 260 – “Earnings Per Share” in the ASC. The guidance requires allocation of preferred stock dividends to income from continuing operations. Income or loss attributable to noncontrolling interests is included in the computation as well.
Diluted loss from continuing operations per common share as reported for the three months ended March 31, 2011 was $0.32 based on weighted average diluted shares outstanding of approximately 21.5 million. Diluted income from continuing operations per common share as reported for the three months ended March 31, 2010 was $0.05 based on weighted average diluted shares outstanding of approximately 21.5 million. Diluted loss from continuing operations for the years ended December 31, 2010, 2009 and 2008 was $0.82, $0.87 and $1.17, respectively, based on weighted average diluted shares outstanding of approximately 21.4 million, 19.3 million and 15.0 million, respectively.
Pro forma diluted loss from continuing operations per common for the three months ended March 31, 2011 was $0.29 based on weighted average diluted shares outstanding of approximately 21.5 million. Pro forma diluted income from continuing operations per common share as reported for the three months ended March 31, 2010 was $0.06 based on weighted average diluted shares outstanding of approximately 21.5 million. Pro forma diluted loss from continuing operations for the years ended December 31, 2010, 2009 and 2008 was $0.82, $0.81 and $1.33, respectively, based on weighted average diluted shares outstanding of approximately 21.4 million, 19.3 million and 15.0 million, respectively.
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