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Form 8-K PARKWAY PROPERTIES INC For: May 04

May 4, 2015 5:12 PM EDT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

__________________________

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): May 4, 2015

 

PARKWAY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland 1-11533 74-2123597
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification No.)

 

Bank of America Center, 390 North Orange Avenue, Suite 2400, Orlando, FL 32801

(Address of Principal Executive Offices, including zip code)

 

(407) 650-0593

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

ITEM 2.02. Results of Operations and Financial Condition

 

On May 4, 2015, Parkway Properties, Inc. (the “Company”) issued a press release regarding its results of operations for the quarter ended March 31, 2015. A copy of this press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

On May 5, 2015, the Company will hold its earnings conference call for the quarter ended March 31, 2015, at 9:00 a.m. Eastern Time.

 

The information furnished to the SEC pursuant to this item is furnished in connection with the public release of information in the press release on May 4, 2015 and on the Company's May 5, 2015 earnings conference call.

 

The information set forth in Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of Parkway Properties, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

ITEM 7.01. Regulation FD Disclosure

 

Following the issuance of the press release on May 4, 2015 announcing the Company's results for the quarter ended March 31, 2015, the Company made available supplemental information regarding the Company's operations. A copy of the Company's Supplemental Financial and Portfolio Information for the quarter ended March 31, 2015 is available on the Company's website at www.pky.com.

 

ITEM 9.01. Financial Statements and Exhibits

 

(d) Exhibits.
   
99.1 Press Release of Parkway Properties, Inc. dated May 4, 2015, announcing the results of operations of Parkway Properties, Inc. for the quarter ended March 31, 2015.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 4, 2015

 

  PARKWAY PROPERTIES, INC.
     
  By:   /s/ Jeremy R. Dorsett
    Jeremy R. Dorsett
    Executive Vice President and General Counsel

 

 

Parkway Reports First Quarter 2015 Results

ORLANDO, Fla., May 4, 2015 /PRNewswire/ -- Parkway Properties, Inc. (NYSE: PKY) today announced results for its first quarter ended March 31, 2015.

Logo - http://photos.prnewswire.com/prnh/20030513/PARKLOGO

Highlights for First Quarter 2015 and Subsequent Events

  • Reported first quarter FFO of $0.34 per diluted share
  • Tightened 2015 FFO guidance to a range of $1.34 to $1.40
  • Reported year-over-year GAAP recurring same-store NOI growth of 5.9% at share
  • Leased a total of 642,000 square feet at an average rate of $30.39 per square foot
  • Executed 329,000 square feet of renewal leasing, representing a positive cash renewal spread of 9.0% and a retention ratio of 81.1%
  • Completed the sale of Two Ravinia in Atlanta for a gross sale price of $78 million, or $200 per square foot
  • Under contract to sell an additional $85 million of assets in the second quarter of 2015

"Our ongoing focus on building a portfolio of best-in-class assets across our core Sunbelt markets has enabled us to continue to drive strong operational performance," stated James R. Heistand, President and Chief Executive Officer of Parkway. "Over 35% of first-quarter leasing activity was executed at assets acquired over the past twelve months, which contributed to an overall increase in the leased percentage of the portfolio by 110 basis points to 91.1%. In addition, we have continued to create value throughout our same-store portfolio, highlighted by 5.9% at share year-over-year recurring GAAP NOI growth. We also have completed or announced $216 million dispositions year-to-date, which will help reduce our leverage as we maximize value creation at some of our remaining non-core assets."

For the first quarter 2015, funds from operations ("FFO") was $39.7 million, or $0.34 per diluted share, for Parkway Properties LP's real estate portfolio, in which Parkway owns an interest (the "Parkway Portfolio"). Funds available for distribution ("FAD") was $21.9 million, or $0.19 per diluted share, for the Parkway Portfolio.

A reconciliation of FFO and FAD to net income is included below. Net income, FFO, and FAD for the three months ended March 31, 2015 as well as a comparison to the prior-year periods, are as follows:

(Amounts in thousands, except per share data)



Three Months Ended March 31



2015


2014



Amount

Per Diluted Share


Amount

Per Diluted Share


Net Income – Common Stockholders

$

7,275

$

0.07


$

10,845

$

0.11


Funds From Operations

$

39,672

$

0.34


$

35,027

$

0.34


Funds Available for Distribution

$

21,945

$

0.19


$

23,786

$

0.23



Wtd. Avg. Diluted Shares/Units

116,531



102,614


















Operational Results

Occupancy at the end of the first quarter 2015 was 89.3%, compared to 88.6% at the end of the prior quarter. Including leases that have been signed but have yet to commence, the Company's leased percentage at the end of the first quarter 2015 was 91.1%, compared to 90.0% at the end of the prior quarter.

Parkway's share of recurring same-store net operating income ("NOI") for the Parkway Portfolio was $52.7 million on a GAAP basis during the first quarter 2015, which was an increase of $3.0 million, or 5.9%, compared to the same period of the prior year. On a cash basis, the Company's share of recurring same-store NOI for the Parkway Portfolio decreased to $42.5 million, a decline of 1.1% compared to the same period of the prior year.

The Company's portfolio GAAP NOI margin was 61.6% at Parkway's share during the first quarter 2015, compared to 61.1% during the same period of the prior year.

Leasing Activity

During the first quarter 2015, Parkway signed a total of 642,000 square feet of leases at an average rent per square foot of $30.39 and at an average cost of $5.76 per square foot per year.

New & Expansion Leasing – During the first quarter 2015, Parkway signed 226,000 square feet of new leases at an average rent per square foot of $30.39 and at an average cost of $6.96 per square foot per year.

Expansion leases during the quarter totaled 87,000 square feet at an average rent per square foot of $33.02 and at an average cost of $8.39 per square foot per year.

Renewal Leasing – Customer retention during the first quarter 2015 was 81.1%. The Company signed 329,000 square feet of renewal leases at an average rent per square foot of $29.70, representing a 9.0% rate increase from the expiring rate. The average cost of renewal leases was $3.58 per square foot per year.

Significant operational and leasing statistics for the quarter as compared to prior quarters are as follows:





For the Three Months Ended



03/31/15


12/31/14


09/30/14


06/30/14


03/31/14

Ending Occupancy


89.3%


88.6%


89.1%


89.2%


88.5%

Customer Retention


81.1%


82.6%


85.0%


76.9%


80.5%

Square Footage of Total Leases Signed (in thousands)


642


936


978


811


538

Average Revenue Per Square Foot of Total Leases Signed


$30.39


$32.20


$32.27


$30.08


$27.41

Average Cost Per Square Foot Per Year of Total Leases Signed


$5.76


$5.11


$6.98


$4.35


$4.40













Acquisition and Disposition Activity

On January 8, 2015, Parkway acquired One Buckhead Plaza, a 464,000 square foot Class A office building located in the Buckhead submarket of Atlanta, Georgia, for a gross purchase price of $157.0 million. The 20-story office building, which includes 36,000 square feet of ground floor retail, was 90.6% occupied as of April 1, 2015.

On January 15, 2015, Parkway sold Raymond James Tower, a 337,000 square foot office property located in Memphis, Tennessee. Parkway sold the asset for a gross sale price of $19.3 million and recorded an impairment loss of $11.7 million during the fourth quarter of 2014 as a result of the pending sale. The Company also recorded a loss on extinguishment of debt of $2.1 million in the fourth-quarter 2014 upon the repayment of the Raymond James Tower mortgage principal balance of $7.9 million.

On February 4, 2015, Parkway completed the sale of the Honeywell Building, a 157,000 square foot office property located in Houston, Texas, for a gross sale price of $28.0 million. Parkway recognized a gain of approximately $14.3 million during the first quarter of 2015.

On March 11, 2015, Parkway reached an agreement to sell Peachtree Dunwoody Pavilion, a 370,000 square foot office complex comprised of four buildings located in Atlanta, Georgia, for a gross sale price of $52.5 million. Parkway expects the closing of the sale to occur during the second quarter of 2015, subject to customary closing conditions.

On March 19, 2015, Parkway reached an agreement to sell Hillsboro Center I-V, a 216,000 square foot office complex comprised of five office buildings located in Ft. Lauderdale, Florida, for a gross sale price of $22.0 million. Parkway expects the closing of the sale to occur in the second quarter of 2015, subject to customary closing conditions.

On March 20, 2015, Parkway reached an agreement to sell City Centre, a 266,000 square foot office building located in Jackson, Mississippi, for a gross sale price $6.2 million. Parkway expects the closing of the sale to occur in the fourth quarter of 2015, subject to customary closing conditions.

On March 24, 2015, Parkway reached an agreement to sell 400 North Belt, a 231,000 square foot office building located in Houston, Texas, for a gross sale price of $10.2 million. Parkway expects the closing of the sale to occur in the second quarter of 2015, subject to customary closing conditions.

Subsequent Events

On April 3, 2015, Parkway paid in full the $68.0 million TIAA debt facility, secured by Hillsboro Center I-V, Peachtree Dunwoody Pavilion, One Commerce Green, and the Comerica Bank Building, which had a 6.2% interest rate. Parkway incurred a $3.0 million prepayment fee associated with the payoff.

On April 6, 2015, Parkway paid in full the $32.0 million outstanding loan secured by 3350 Peachtree, which had an interest rate of 7.3%. Parkway incurred a $320,000 prepayment fee associated with the payoff.

On April 8, 2015, Parkway completed the sale of Two Ravinia, a 390,000 square foot office property located in Atlanta, Georgia, for a gross sale price of $78.0 million. Parkway had a 30% ownership interest in the property, which was owned by Parkway Properties Office Fund II L.P. ("Fund II"). Parkway received approximately $15.4 million, its proportionate share of net proceeds from the sale. During the second quarter of 2015, Parkway expects Fund II to recognize a gain of approximately $27.5 million, of which $8.3 million will be Parkway's share. Simultaneously with closing of the sale, Fund II paid in full the remaining outstanding loan secured by Two Ravinia, totaling $22.1 million, and incurred a prepayment fee and swap early termination fee of $1.8 million, $525,000 of which is Parkway's share.

Capital Structure

On January 20, 2015, Parkway received investment grade credit ratings of Baa3 from Moody's Investors Service and a BBB- from Standard and Poor's Ratings Services. Both credit ratings have a stable outlook.

On January 27, 2015, Parkway completed a $200.0 million increase in revolving commitments using the accordion option available under its existing amended, restated and consolidated credit agreement. With this increase, the unsecured revolving credit facility now totals $450.0 million. This increase did not result in any changes to any terms or covenants associated with the unsecured credit facility.

On March 5, 2015, Parkway paid in full at par the $14.0 million outstanding loan secured by Westshore Corporate Center, which had an interest rate of 5.8%.

At March 31, 2015, the Company had $243.0 million outstanding under its revolving credit facility, $350.0 million outstanding under its unsecured term loans and held $66.7 million in cash and cash equivalents, of which $37.3 million of cash and cash equivalents was Parkway's share. Parkway's share of secured debt totaled $1.1 billion at March 31, 2015.

At March 31, 2015, the Company's net debt to EBITDA multiple was 7.1x, using the quarter's annualized EBITDA after adjusting for the impact of investment activity completed during the period, as compared to 6.1x at December 31, 2014, and 5.9x at March 31, 2014. Adjusting for the approximately $114.3 million at share of dispositions both announced and completed subsequent to quarter-end, the Company's net debt to recurring EBITDA multiple was 6.7x.

Common Dividend

The Company's previously announced first quarter cash dividend of $0.1875 per share, which represents an annualized dividend of $0.75 per share, was paid on March 25, 2015 to stockholders of record as of March 11, 2015.

2015 Revised Outlook

After considering the Company's year-to-date performance and expected results for the remainder of the year, as well as recently announced disposition activity, Parkway is tightening its 2015 FFO outlook to a range of $1.34 to $1.40 per diluted share for the Parkway Portfolio and adjusting its earnings per diluted share ("EPS") outlook to a range of $0.25 to $0.31 for the Parkway Portfolio.

The reconciliation of projected EPS to projected FFO per diluted share is as follows:

Outlook for 2015


Range

Fully diluted EPS


   $0.25 - $0.31

Parkway's share of depreciation and amortization


   $1.50 - $1.50

Impairment loss on depreciable real estate


   $0.01 - $0.01

Gain on sale of real estate


   ($0.42 - $0.42)

Reported FFO per diluted share


  $1.34 - $1.40

The 2015 outlook is based on the core operating, financial and investment assumptions described below. These assumptions reflect the Company's expectations based on its knowledge of current market conditions and historical experience. All dollar amounts presented for the 2015 outlook are at Parkway's share and dollars and shares are in thousands.

2015 Core Operating Assumptions


Revised

2015

Outlook


Previous

2015

Outlook


Recurring cash NOI


$198,000 - $  205,000


$203,000 - $  209,000

Straight-line rent and amortization of above market rent


$  50,000 - $    52,000


$  47,000 - $    49,000

Lease termination fee income


$    1,000 - $      1,000


$           0 - $             0

Management fee after-tax net income


$    4,000 - $      5,000


$    4,000 - $      5,000

General and administrative expense


$  31,500 - $    32,500


$  29,500 - $    30,500

Share based compensation expense included in G&A above


$    6,500 - $      7,000


$    5,000 - $      5,500

Acquisition costs included in G&A above


$       471 - $         471


$          0  - $             0

Mortgage and credit facilities interest expense


$  66,000 - $    67,000


$  68,000 - $    70,000

Debt and swap termination fees included in interest expense above


$    4,000 - $      4,000


$          0  - $             0

Non-cash loan cost amortization included in interest expense above


$    2,000 - $      2,500


$    2,000 - $      2,500

Amortization of mortgage interest premium included in interest expense above


$  11,000 - $    12,000


$     9,500- $    10,000

Recurring capital expenditures for building improvements, tenant   improvements and leasing commissions


$  64,000 - $    68,000


$  64,000 - $    68,000

Recurring same-store GAAP NOI


         2.5% - 3.5%


2.5% - 3.5%

Portfolio ending occupancy


 90.0% - 91.0%


89.5% - 90.5%

Weighted average annual diluted common shares/units


 116,600 – 116,600


116,300 – 116,300

Variance within the outlook range may occur due to variations in the recurring revenue and expenses of the Company, as well as certain non-recurring items. The earnings outlook does not include the impact of possible future gains or losses on early extinguishment of debt, possible future acquisitions or dispositions and related costs other than those currently under contract, possible future capital markets activity, the impact of fluctuations in the Company's stock price on share-based compensation, possible future impairment charges or other unusual charges that may occur during the year, except as noted. It has been and will continue to be the Company's policy not to issue quarterly earnings guidance or revise the annual earnings outlook unless a material event occurs that impacts the Company's reported FFO outlook range. This policy is intended to lessen the emphasis on short-term movements that do not have a material impact on earnings or long-term value of the Company.

Webcast and Conference Call

The Company will conduct its first quarter earnings conference call on Tuesday, May 5, 2015 at 9:00 a.m. Eastern Time. To participate in the conference call, please dial 877-407-3982, or 1-201-493-6780 for international participants, at least five minutes prior to the scheduled start time. A live audio webcast will also be available on the Company's website (www.pky.com). A taped replay of the call can be accessed 24 hours a day through May 19, 2015, by dialing 877-870-5176, or 1-858-384-5517 for international callers, and using the passcode 13606976.

About Parkway Properties

Parkway Properties, Inc. is a fully integrated, self-administered and self-managed real estate investment trust specializing in the acquisition, ownership, development and management of quality office properties in higher growth submarkets in the Sunbelt region of the United States. Parkway owns or has an interest in 50 office properties located in seven states with an aggregate of approximately 17.1 million square feet of leasable space at April 1, 2015. Fee-based real estate services are offered through wholly owned subsidiaries of the Company, which in total manage and/or lease approximately 4.3 million square feet for third-party owners at April 1, 2015.

Forward Looking Statements

Certain statements in this press release that are not in the present or past tense or that discuss the Company's expectations (including any use of the words "anticipate," "assume," "believe," "estimate," "expect," "forecast," "guidance," "intend," "may," "might," "outlook," "plan," "potential," "project," "should," "will" or similar expressions) are forward-looking statements within the meaning of the federal securities laws and as such are based upon the Company's current beliefs as to the outcome and timing of future events. There can be no assurance that actual future developments affecting the Company will be those anticipated by the Company. Examples of forward-looking statements include projections relating to fully diluted EPS, share of depreciation and amortization, gain on sales of real estate, reported FFO per share, recurring FFO per share, nonrecurring items, net operating income, cap rates, internal rates of return, dividend payment rates, FFO accretion, capital improvements, expected sources of financing, the timing of closing of acquisitions, dispositions or other transactions and descriptions relating to these expectations. These forward-looking statements involve risks and uncertainties (some of which are beyond the control of the Company) and are subject to change based upon various factors including, but not limited to, the following risks and uncertainties: changes in the real estate industry and in performance of the financial markets; the actual or perceived impact of U.S. monetary policy; competition in the leasing market; the demand for and market acceptance of the Company's properties for rental purposes; oversupply of office properties in the Company's geographic markets; the amount and growth of the Company's expenses; customer financial difficulties and general economic conditions, including increasing interest rates, as well as economic conditions in the Company's geographic markets; defaults or non-renewal of leases; risks associated with joint venture partners; risks associated with the ownership and development of real property, including risks related to natural disasters; risks associated with property acquisitions; the failure to acquire or sell properties as and when anticipated; termination or non-renewal of property management contracts; the bankruptcy or insolvency of companies for which the Company provides property management services or the sale of these properties; the outcome of claims and litigation involving or affecting the Company; the ability to satisfy conditions necessary to close pending transactions and the ability to successfully integrate businesses compliance with environmental and other regulations, including real estate and zoning laws; the Company's inability to obtain financing; the Company's inability to use net operating loss carry forwards; the Company's failure to maintain its status as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended; and other risks and uncertainties detailed from time to time in the Company's SEC filings. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company's business, financial condition, liquidity, cash flows and financial results could differ materially from those expressed in the Company's forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. The Company does not undertake to update forward-looking statements except as may be required by law.

Company's Use of Non-GAAP Financial Measures

FFO, FAD and NOI, including related per share amounts, are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs and should be evaluated along with GAAP net income and income per diluted share (the most directly comparable GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of the Company. Management believes that FFO, FAD and NOI are helpful to investors as supplemental performance measures because these measures exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, these non-GAAP measures can facilitate comparisons of operating performance between periods and among other equity REITs. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company's results of operations determined in accordance with GAAP. FFO, FAD and NOI do not represent cash generated from operating activities in accordance with GAAP and are not necessarily indicative of cash available to fund cash needs as disclosed in the Company's Consolidated Statements of Cash Flows. FFO, FAD and NOI should not be considered as an alternative to net income as an indicator of the Company's operating performance or as an alternative to cash flows as a measure of liquidity. The Company's calculation of these non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

FFO – Parkway computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts ("NAREIT"), which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition. FFO is defined as net income, computed in accordance with GAAP, reduced by preferred dividends, excluding gains or losses on depreciable real estate, plus real estate related depreciation and amortization. Adjustments for Parkway's share of partnerships and joint ventures are included in the computation of FFO on the same basis. On October 31, 2011, NAREIT issued updated guidance on reporting FFO such that impairment losses on depreciable real estate should be excluded from the computation of FFO for current and prior periods presented. FFO measures 100% of the operating performance of Parkway Properties LP's real estate properties in which Parkway Properties, Inc. owns an interest.

Recurring FFO – In addition to FFO, Parkway also discloses recurring FFO, which considers Parkway's share of adjustments for non-recurring lease termination fees, gains and losses on extinguishment of debt, gains and losses, acquisition costs, fair value adjustments or other unusual items. Although this is a non-GAAP measure that differs from NAREIT's definition of FFO, the Company believes it provides a meaningful presentation of operating performance. Recurring FFO measures 100% of the operating performance of Parkway Properties LP's real estate properties in which Parkway Properties, Inc. owns an interest.

FAD – There is not a generally accepted definition established for FAD. Therefore, the Company's measure of FAD may not be comparable to FAD reported by other REITs. Parkway defines FAD as FFO, excluding the amortization of share-based compensation, amortization of above and below market leases, straight line rent adjustments, gains and losses, acquisition costs, fair value adjustments, gain or loss on extinguishment of debt, amortization of loan costs, non-cash charges and reduced by recurring non-revenue enhancing capital expenditures for building improvements, tenant improvements and leasing costs. Adjustments for Parkway's share of partnerships and joint ventures are included in the computation of FAD on the same basis. FAD measures 100% of the operating performance of Parkway Properties LP's real estate properties in which Parkway Properties, Inc. owns an interest.

NOI, Recurring NOI, Same-Store NOI and Recurring Same-Store NOI – NOI includes income from real estate operations less property operating expenses (before interest expense and depreciation and amortization). In addition to NOI, Parkway discloses recurring NOI, which considers adjustments for non-recurring lease termination fees or other unusual items. The Company's disclosure of same-store NOI and recurring same-store NOI includes those properties that were owned during the entire current and prior year reporting periods and excludes properties classified as discontinued operations.

Contact:
Parkway Properties, Inc.
Ted McHugh
Director of Investor Relations
Bank of America Center
390 N. Orange Ave., Suite 2400
Orlando, FL 32801
(407) 650-0593
www.pky.com


PARKWAY PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)






March 31,


December 31,


2015


2014


(Unaudited)


(Unaudited)

Assets




Real estate related investments:




   Office and parking properties

$

3,418,060



$

3,333,900


   Accumulated depreciation

(317,582)



(309,629)



3,100,478



3,024,271






   Condominium units

9,318



9,318


   Mortgage loan receivable

3,395



3,417


   Investment in unconsolidated joint ventures

55,166



55,550



3,168,357



3,092,556






Receivables and other assets:




   Rents and fees receivable, net

5,718



4,032


   Straight line rents receivable

68,203



63,236


   Other receivables

7,795



20,395


   Unamortized lease costs

134,512



129,781


   Unamortized loan costs

10,821



10,185


   Escrows and other deposits

27,323



28,263


   Prepaid assets

3,107



18,426


   Investment in preferred interest

3,500



3,500


   Fair value of interest rate swaps

412



1,131


Deferred tax asset - non-current

4,869



5,040


   Other assets

968



978


Land available for sale

250



250


Intangible assets, net

179,586



185,488


Assets held for sale

73,657



24,079


Management contracts,net

944



1,133


Cash and cash equivalents

66,675



116,241


     Total assets

$

3,756,697



$

3,704,714






Liabilities




Notes payable to banks

$

593,000



$

481,500


Mortgage notes payable

1,298,971



1,339,450


Accounts payable and other liabilities:




   Corporate payables

3,981



11,854


   Deferred tax liability - non-current

494



470


   Accrued payroll

1,472



3,210


   Fair value of interest rate swaps

12,372



11,077


   Interest payable

5,751



6,158


   Property payables:




     Accrued expenses and accounts payable

34,553



43,359


     Accrued property taxes

16,604



25,652


     Prepaid rents

17,842



16,311


     Deferred revenue

34



105


     Security deposits

8,317



7,964


     Unamortized below market leases

77,583



76,253


Liabilities related to assets held for sale

26,375



2,035


     Total liabilities

2,097,349



2,025,398






Equity




Parkway Properties, Inc. stockholders' equity:




Common stock, $.001 par value, 215,500,000 shares authorized




     and 111,538,689 and 111,127,386 shares issued and




     outstanding in 2015 and 2014, respectively

112



111


Limited voting stock, $.001 par value, 4,500,000 shares




     authorized and 4,213,104 shares issued and outstanding

4



4


Additional paid-in capital

1,850,161



1,842,581


Accumulated other comprehensive loss

(9,219)



(6,166)


Accumulated deficit

(457,339)



(443,757)


   Total Parkway Properties, Inc. stockholders' equity

1,383,719



1,392,773


Noncontrolling interests

275,629



286,543


   Total equity

1,659,348



1,679,316


     Total liabilities and equity

$

3,756,697



$

3,704,714


PARKWAY PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)




Three Months Ended


March 31,


2015


2014


(Unaudited)

Revenues




Income from office and parking properties

$

116,915



$

95,296


Management company income

2,765



5,983


Sale of condominium units

4



2,834


Total revenues

119,684



104,113






Expenses




Property operating expense

44,994



37,153


Management company expenses

2,720



4,651


Cost of sales - condominium units

202



2,020


Depreciation and amortization

49,136



40,280


Impairment loss on real estate

1,000




General and administrative

8,884



9,412


Acquisition costs

471



645


Total expenses

107,407



94,161






Operating income

12,277



9,952






Other income and expenses




Interest and other income

170



368


Equity in earnings (loss) of unconsolidated joint ventures

162



(478)


Gain on sale of real estate

14,316



6,289


Gain on extinguishment of debt

79




Interest expense

(19,198)



(15,244)






Income before income taxes

7,806



887






Income tax expense

(192)



(341)






Income from continuing operations

7,614



546


Discontinued operations:




Loss from discontinued operations



(43)


Gain on sale of real estate from discontinued operations



10,463


Total discontinued operations



10,420






Net income

7,614



10,966


Net income attributable to noncontrolling interests - unit holders

(348)



(564)


Net loss attributable to noncontrolling interests - real estate partnerships

9



443


Net income for Parkway Properties, Inc. and attributable to common stockholders

$

7,275



$

10,845






Net income per common share attributable to Parkway Properties, Inc.




Basic:




Income from continuing operations attributable to Parkway Properties, Inc.

$

0.07



$

0.01


Discontinued operations



0.10


Basic net income attributable to Parkway Properties, Inc.

$

0.07



$

0.11


Diluted:




Income from continuing operations attributable to Parkway Properties, Inc.

$

0.07



$

0.01


Discontinued operations



0.10


Diluted net income attributable to Parkway Properties, Inc.

$

0.07



$

0.11






Weighted average shares outstanding




Basic

111,216



97,356


Diluted

116,531



102,614






Amounts attributable to Parkway Properties, Inc. common stockholders




Income from continuing operations attributable to Parkway Properties, Inc.

$

7,275



$

953


Discontinued operations



9,892


Net income attributable to common stockholders

$

7,275



$

10,845


PARKWAY PROPERTIES, INC.

RECONCILIATION OF FUNDS FROM OPERATIONS AND FUNDS AVAILABLE

FOR DISTRIBUTION TO NET INCOME AT PARKWAY'S SHARE

(In thousands, except per share data)




Three Months Ended


March 31,


2015


2014


(Unaudited)





Net income for Parkway Properties, Inc.

$

7,275



$

10,845






Adjustments to net income for Parkway Properties, Inc.:




Depreciation and amortization

45,365



40,370


Noncontrolling interest - unit holders

348



564


Impairment loss on depreciable real estate

1,000




Gain on sale of real estate

(14,316)



(6,289)


Gain on sale of real estate - discontinued operations



(10,463)


Funds from operations

$

39,672



$

35,027






Adjustments to derive recurring funds from operations:




Non-recurring lease termination fee income

(959)



(59)


Gain on extinguishment of debt

(79)




Acquisition costs

471



645


Non-cash adjustment for interest rate swap

248




Realignment expenses



2,174


Recurring funds from operations

$

39,353



$

37,787






Funds available for distribution




Funds from operations

$

39,672



$

35,027


Add (deduct):




Straight-line rents

(8,296)



(5,141)


Amortization of below market leases, net

(4,615)



(2,935)


Amortization of share-based compensation

1,736



2,489


Acquisition costs

471



645


Amortization of loan costs

671



574


Non-cash adjustment for interest rate swap

248




Gain on extinguishment of debt

(79)




Amortization of mortgage interest premium (1)

(3,006)




Recurring capital expenditures: (2)




Building improvements

(823)



(2,124)


Tenant improvements - new leases

(144)



(1,133)


Tenant improvements - renewal leases

(908)



(1,069)


Leasing costs - new leases

(1,892)



(1,239)


Leasing costs - renewal leases

(1,090)



(1,308)


Total recurring capital expenditures

(4,857)



(6,873)


Funds available for distribution

$

21,945



$

23,786






Diluted per common share/unit information (**)




FFO per share

$

0.34



$

0.34


Recurring FFO per share

$

0.34



$

0.37


FAD per share

$

0.19



$

0.23


Dividends paid

$

0.1875



$

0.1875


Dividend payout ratio for FFO

55.1

%


54.9

%

Dividend payout ratio for recurring FFO

55.1

%


50.9

%

Dividend payout ratio for FAD

98.7

%


80.9

%





Other supplemental information




Recurring capital expenditures

$

4,857



$

6,873


Upgrades on acquisitions

11,165



4,155


Total real estate improvements and leasing costs (2)

$

16,022



$

11,028






**Information for diluted computations:




Basic common shares/units outstanding

116,330



102,556


Dilutive effect of other share equivalents

201



58


Diluted weighted average shares/units outstanding

116,531



102,614








(1)    Amortization of mortgage interest premium was immaterial for the three months ended March 31, 2014.

(2)    Development costs related to Hayden Ferry III are not included in these amounts. See Schedule of Development Activity 


PARKWAY PROPERTIES, INC.

EBITDA, COVERAGE RATIOS AND CAPITALIZATION INFORMATION

(In thousands, except per share, percentage and multiple data)














3/31/2015


12/31/2014


9/30/2014


6/30/2014


3/31/2014












Net income (loss) for Parkway Properties, Inc.


$

7,275



$

42,428



$

(485)



$

(9,845)



$

10,845













Adjustments at Parkway's share to net income (loss) for Parkway Properties, Inc.:











Interest expense


15,795



15,910



16,407



16,531



14,738


Amortization of financing costs


671



681



613



1,108



574


Non-cash adjustment for interest rate swap


248



(56)



(84)



121




Gain (loss) on early extinguishment of debt


(79)



2,066





339




Noncontrolling interest - unit holders


348



2,147








Acquisition costs


471



1,200



1,129



489



645


Depreciation and amortization


45,365



48,516



46,431



44,595



40,370


Amortization of share-based compensation


1,736



1,400



2,103



2,247



2,489


Gain on sale of real estate and other assets


(14,316)



(69,197)



(6,664)





(16,752)


Impairment loss on real estate


1,000



11,700








Impairment loss on management contracts, net of tax




2,905








Income tax expense


192



1,221



164



257



341


EBITDA


$

58,706



$

60,921



$

59,614



$

55,842



$

53,250













Interest coverage ratio


3.7



3.8



3.6



3.4



3.6













Fixed charge coverage ratio


3.1



3.2



3.2



2.9



3.1













Capitalization information











Mortgage notes payable at Parkway's share


$

1,109,338



$

1,124,860



$

1,157,129



$

1,159,252



$

1,141,546


Notes payable to banks


593,000



481,500



350,000



377,000



245,000


Parkway's share of total debt


1,702,338



1,606,360



1,507,129



1,536,252



1,386,546


Less:  Parkway's share of cash


(37,323)



(82,353)



(104,661)



(57,444)



(128,711)


Parkway's share of net debt


1,665,015



1,524,007



1,402,468



1,478,808



1,257,835













Shares of common stock and operating units outstanding


116,372



116,327



114,777



104,469



104,275


Stock price per share at period end


$

17.35



$

18.39



$

18.78



$

20.65



$

18.25


Market value of common equity


$

2,019,054



$

2,139,254



$

2,155,512



$

2,157,285



$

1,903,019


Total market capitalization (including net debt)


$

3,684,069



$

3,663,261



$

3,557,980



$

3,636,093



$

3,160,854


Net debt as a percentage of market capitalization


45.2

%


41.6

%


39.4

%


40.7

%


39.8

%












EBITDA - annualized


$

234,824



$

243,684



$

238,456



$

223,368



$

212,999


Adjustment to annualized investment activities (1)


606



8,194



1,015



787



1,813


EBITDA - adjusted annualized


$

235,430



$

251,878



$

239,471



$

224,155



$

214,812


Net debt to EBITDA multiple


7.1



6.1



5.9



6.6



5.9













(1)     Adjustment to annualized EBITDA represents the implied annualized impact of any acquisition or disposition activity for the period.


PARKWAY PROPERTIES, INC.

SAME-STORE NET OPERATING INCOME

THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(In thousands, except number of properties data)

















Net Operating Income

Average Occupancy


Square Feet


Number of

Properties


Percentage

of Portfolio (1)


2015


2014

2015


2014














Same-store properties:













Wholly owned

10,103



27



69.1

%


$

49,719



$

45,877


90.7

%


87.9

%

Fund II

2,087



6



14.6

%


10,509



10,203


96.5

%


97.2

%

Total same-store properties

12,190



33



83.7

%


$

60,228



$

56,080


91.7

%


89.4

%














Net operating
income from
consolidated office and
parking properties

16,486



48



100.0

%


$

71,921



$

63,319


















(1) Percentage of portfolio based on net operating income for the three months ended March 31, 2015.





















The following table is a reconciliation of net income to Same-Store net operating income (SSNOI) and Recurring SSNOI:





















Three Months Ended











March 31,











2015


2014

















Net income for Parkway Properties, Inc.




$

7,275



$

10,845





Add (deduct):













Interest expense







19,198



15,244





Gain on extinguishment of debt






(79)







Depreciation and amortization






49,136



40,280





Management company expenses






2,720



4,651





Income tax expense






192



341





General and administrative






8,884



9,412





Acquisition costs







471



645





Equity in (earnings) loss of unconsolidated joint ventures




(162)



478





Sale of condominium units




(4)



(2,834)





Cost of sales - condominium units




202



2,020





Net loss attributable to noncontrolling interests




339



121





Loss from discontinued operations






43





Gain on sale of real estate from discontinued operations






(10,463)





Gain on sale of real estate







(14,316)



(6,289)





Impairment loss on real estate






1,000







Management company income






(2,765)



(5,983)





Interest and other income







(170)



(368)





Net operating income from consolidated office and parking properties


71,921



58,143





Less:  Net operating income from non same-store properties




(11,693)



(7,239)





Add:  One Congress Plaza and San Jacinto Center (2)




5,176





Same-store net operating income (SSNOI)






60,228



56,080





Less: non-recurring lease termination fee income




(956)



(99)





Recurring SSNOI







$

59,272



$

55,981


















Parkway's share of SSNOI






$

53,695



$

49,844


















Parkway's share of recurring SSNOI






$

52,739



$

49,786


















(2) Same-store net operating income and recurring same-store net operating income for the three months ended March 31, 2014 includes the effect of amounts from our One Congress Plaza and San Jacinto Center properties in Austin, Texas as these properties are included as same-store properties for comparative purposes. Previously, the activity from these properties was included in equity in earnings.                                                                                                                                                                                                                                                                                                                                                                         



























PARKWAY PROPERTIES, INC.

SAME-STORE NET OPERATING INCOME (Continued)

THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(In thousands)






Consolidated


Parkway's Share


2015

2014

Dollar

Change

Percentage

Change


2015

2014

Dollar
Change

Percentage
Change

Same-store assets GAAP NOI:










Revenues










Wholly-owned properties

$

79,075


$

74,096


$

4,979


6.7

%


$

79,075


$

74,096


$

4,979


6.7

%

Fund II

16,454


15,972


482


3.0

%


4,315


4,176


139


3.3

%

Unconsolidated joint ventures




%


1,585


1,584


1


0.1

%

Total same-store GAAP revenue

95,529


90,068


5,461


6.1

%


84,975


79,856


5,119


6.4

%

Expenses










Wholly-owned properties

29,356


28,219


1,137


4.0

%


29,356


28,219


1,137


4.0

%

Fund II

5,945


5,769


176


3.1

%


1,501


1,448


53


3.7

%

Unconsolidated joint ventures




%


423


345


78


22.6

%

Total same-store GAAP expenses

35,301


33,988


1,313


3.9

%


31,280


30,012


1,268


4.2

%

NOI - GAAP

$

60,228


$

56,080


$

4,148


7.4

%


$

53,695


$

49,844


$

3,851


7.7

%

Net margin - GAAP

63.0

%

62.3

%

0.7

%



63.2

%

62.4

%

0.8

%












Acquisitions & Development Properties










Revenues










Wholly-owned properties

$

17,142


$

5,187


$

11,955




$

17,142


$

5,187


$

11,955



Fund II










Unconsolidated joint ventures










Total acquisitions GAAP revenue

17,142


5,187


11,955




17,142


5,187


11,955



Expenses










Wholly-owned properties

7,313


2,079


5,234




7,313


2,079


5,234



Fund II

25


53


(28)




18


16


2



Unconsolidated joint ventures










Total acquisitions GAAP expenses

7,338


2,132


5,206




7,331


2,095


5,236



NOI

$

9,804


$

3,055


$

6,749




$

9,811


$

3,092


$

6,719



Net margin

57.2

%

58.9

%

(1.7)

%



57.2

%

59.6

%

(2.4)

%












Office assets sold or held for sale










Revenues










Wholly-owned properties

$

2,301


$

6,780


$

(4,479)




$

2,301


$

6,780


$

(4,479)



Fund II

1,943


1,888


55




583


567


16



Unconsolidated joint ventures







6,059


(6,059)



Total sold properties GAAP revenue

4,244


8,668


(4,424)




2,884


13,406


(10,522)



Expenses










Wholly-owned properties

1,440


3,490


(2,050)




1,440


3,490


(2,050)



Fund II

915


994


(79)




275


298


(23)



Unconsolidated joint ventures







2,403


(2,403)



Total sold properties GAAP expenses

2,355


4,484


(2,129)




1,715


6,191


(4,476)



NOI

$

1,889


$

4,184


$

(2,295)




$

1,169


$

7,215


$

(6,046)













Total portfolio










Revenues










Wholly-owned properties

$

98,518


$

86,063


$

12,455




$

98,518


$

86,063


$

12,455



Fund II

18,397


17,860


537




4,898


4,743


155



Unconsolidated joint ventures






1,585


7,643


(6,058)



Total revenues

$

116,915


$

103,923


$

12,992




$

105,001


$

98,449


$

6,552













Expenses










Wholly-owned properties

38,109


33,788


4,321




38,109


33,788


4,321



Fund II

6,885


6,816


69




1,794


1,762


32



Unconsolidated joint ventures






423


2,748


(2,325)



Total expenses

$

44,994


$

40,604


$

4,390




$

40,326


$

38,298


$

2,028













NOI

$

71,921


$

63,319


$

8,602




$

64,675


$

60,151


$

4,524



Net margin

61.5

%

60.9

%




61.6

%

61.1

%













PARKWAY PROPERTIES, INC.

SAME-STORE NET OPERATING INCOME (Continued)

THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(In thousands)






Consolidated


Parkway's Share


2015

2014

Dollar

Change

Percentage

Change


2015

2014

Dollar
Change

Percentage

Change











Same-store assets recurring GAAP NOI:










Total same-store GAAP revenue

$

95,529


$

90,068


$

5,461


6.1

%


$

84,975


$

79,856


$

5,119


6.4

%

Non-recurring lease termination fee income

(956)


(31)


(925)


*N/M


(956)


(58)


(898)


*N/M

Recurring same-store revenue

94,573


90,037


4,536


5.0

%


84,019


79,798


4,221


5.3

%

Total same-store expenses

35,301


33,988


1,313


3.9

%


31,280


30,012


1,268


4.2

%

Recurring NOI - GAAP

$

59,272


$

56,049


$

3,223


5.8

%


$

52,739


$

49,786


$

2,953


5.9

%

Recurring net margin - GAAP

62.7

%

62.3

%

0.4

%



62.8

%

62.4

%

0.4

%












Same-store assets cash NOI:










Total same-store GAAP revenue

$

95,529


$

90,068


$

5,461


6.1

%


$

84,975


$

79,856


$

5,119


6.4

%

Amortization of below market leases, net

(4,159)


(1,614)


(2,545)


157.7

%


(4,442)


(1,912)


(2,530)


132.3

%

Straight-line rents

(5,439)


(5,176)


(263)


5.1

%


(5,765)


(4,860)


(905)


18.6

%

Total same-store cash revenue

85,931


83,278


2,653


3.2

%


74,768


73,084


1,684


2.3

%

Total same-store expenses

35,301


33,988


1,313


3.9

%


31,280


30,012


1,268


4.2

%

NOI - cash

$

50,630


$

49,290


$

1,340


2.7

%


$

43,488


$

43,072


$

416


1.0

%

Net margin - cash

58.9

%

59.2

%

(0.3)

%



58.2

%

58.9

%

(0.7)

%












Same-store assets recurring cash NOI:










Total same-store cash revenue

$

85,931


$

83,278


$

2,653


3.2

%


$

74,768


$

73,084


$

1,684


2.3

%

Non-recurring lease termination fee income

(956)


(31)


(925)


*N/M


(956)


(58)


(898)


*N/M

Recurring same-store cash revenue

84,975


83,247


1,728


2.1

%


73,812


73,026


786


1.1

%

Total same-store expenses

35,301


33,988


1,313


3.9

%


31,280


30,012


1,268


4.2

%

Recurring NOI - cash

$

49,674


$

49,259


$

415


0.8

%


$

42,532


$

43,014


$

(482)


(1.1)

%

Recurring net margin - cash

58.5

%

59.2

%

(0.7)

%



57.6

%

58.9

%

(1.3)

%


*N/M - Not Meaningful














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