UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended:
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:
(Exact name of registrant as specified in its charter)
|
||
(State or other jurisdiction of incorporation or organization) |
|
(IRS Employer Identification No.) |
|
|
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
|
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an 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.
☒ |
|
Accelerated Filer |
☐ |
|
Non-Accelerated Filer |
☐ |
|
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 July 15, 2024, there were
Table of Contents
Item |
|
|
|
Page Number |
Part I. |
|
Financial Information |
|
|
|
|
|
|
|
Item 1. |
|
|
3 |
|
|
|
|
|
|
|
|
Consolidated Balance Sheets (Unaudited) as of June 30, 2024 and December 31, 2023 |
|
3 |
|
|
|
|
|
|
|
Consolidated Statements of Income (Unaudited) for the three and six months |
|
4 |
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months |
|
5 |
|
|
|
|
|
|
|
Consolidated Statements of Changes in Equity (Unaudited) for the three and six months |
|
6 |
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows (Unaudited) for the six months |
|
8 |
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
28 |
|
|
|
|
|
Item 3. |
|
|
56 |
|
|
|
|
|
|
Item 4. |
|
|
58 |
|
|
|
|
|
|
Part II. |
|
Other Information |
|
|
|
|
|
|
|
Item 1. |
|
|
59 |
|
|
|
|
|
|
Item 1A. |
|
|
59 |
|
|
|
|
|
|
Item 2. |
|
|
59 |
|
|
|
|
|
|
Item 3. |
|
|
59 |
|
|
|
|
|
|
Item 4. |
|
|
59 |
|
|
|
|
|
|
Item 5. |
|
|
59 |
|
|
|
|
|
|
Item 6. |
|
|
60 |
|
|
|
|
|
|
|
61 |
|||
2
PART I – FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
PARAMOUNT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except share, unit and per share amounts) |
June 30, 2024 |
|
|
December 31, 2023 |
|
||
Assets |
|
|
|
|
|
||
Real estate, at cost |
|
|
|
|
|
||
Land |
$ |
|
|
$ |
|
||
Buildings and improvements |
|
|
|
|
|
||
|
|
|
|
|
|
||
Accumulated depreciation and amortization |
|
( |
) |
|
|
( |
) |
Real estate, net |
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
||
Accounts and other receivables |
|
|
|
|
|
||
Real estate related fund investments |
|
|
|
|
|
||
Investments in unconsolidated real estate related funds |
|
|
|
|
|
||
Investments in unconsolidated joint ventures |
|
|
|
|
|
||
Deferred rent receivable |
|
|
|
|
|
||
Deferred charges, net of accumulated amortization of $ |
|
|
|
|
|
||
Intangible assets, net of accumulated amortization of $ |
|
|
|
|
|
||
Other assets |
|
|
|
|
|
||
Total assets (1) |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Liabilities and Equity |
|
|
|
|
|
||
Notes and mortgages payable, net of unamortized deferred financing costs |
$ |
|
|
$ |
|
||
Revolving credit facility |
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
||
Dividends and distributions payable |
|
|
|
|
|
||
Intangible liabilities, net of accumulated amortization of $ |
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
||
Total liabilities (1) |
|
|
|
|
|
||
|
|
|
|
|
|||
Paramount Group, Inc. equity: |
|
|
|
|
|
||
Common stock $ |
|
|
|
|
|
||
Additional paid-in-capital |
|
|
|
|
|
||
Earnings less than distributions |
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive income |
|
|
|
|
|
||
Paramount Group, Inc. equity |
|
|
|
|
|
||
Noncontrolling interests in: |
|
|
|
|
|
||
Consolidated joint ventures |
|
|
|
|
|
||
Consolidated real estate related funds |
|
|
|
|
|
||
Operating Partnership ( |
|
|
|
|
|
||
Total equity |
|
|
|
|
|
||
Total liabilities and equity |
$ |
|
|
$ |
|
||
See notes to consolidated financial statements (unaudited).
3
PARAMOUNT GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
June 30, |
|
|
June 30, |
|
||||||||||
(Amounts in thousands, except share and per share amounts) |
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Fee and other income |
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
||||
Transaction related costs |
|
|
|
|
|
|
|
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from real estate related fund investments |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(Loss) income from unconsolidated real estate related funds |
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Loss from unconsolidated joint ventures |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest and other income, net |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and debt expense |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
(Loss) income before income taxes |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income tax expense |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net (loss) income |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Less net (income) loss attributable to noncontrolling interests in: |
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated joint ventures |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated real estate related funds |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Operating Partnership |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Net (loss) income attributable to common stockholders |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) Income per Common Share - Basic: |
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income per common share |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) Income per Common Share - Diluted: |
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income per common share |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
||||
See notes to consolidated financial statements (unaudited).
4
PARAMOUNT GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
June 30, |
|
|
June 30, |
|
||||||||||
(Amounts in thousands) |
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net (loss) income |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
||||
Change in value of interest rate swaps and interest rate caps |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Pro rata share of other comprehensive (loss) income |
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Comprehensive (loss) income |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Less comprehensive (income) loss attributable to noncontrolling |
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated joint ventures |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated real estate related funds |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Operating Partnership |
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive loss attributable to common stockholders |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See notes to consolidated financial statements (unaudited).
5
PARAMOUNT GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Noncontrolling Interests in |
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
Earnings |
|
|
Other |
|
|
Consolidated |
|
|
Consolidated |
|
|
|
|
|
|
|
|||||||||
(Amounts in thousands, except per share |
|
Common Shares |
|
|
Paid-in- |
|
|
Less than |
|
|
Comprehensive |
|
|
Joint |
|
|
Real Estate |
|
|
Operating |
|
|
Total |
|
||||||||||||
and unit amounts) |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Distributions |
|
|
Income |
|
|
Ventures |
|
|
Related Funds |
|
|
Partnership |
|
|
Equity |
|
|||||||||
Balance as of March 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Net (loss) income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Common shares issued upon redemption of |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
||
Common shares issued under Omnibus |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Dividends and distributions ($ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Distributions to noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Change in value of interest rate swaps and |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Pro rata share of other comprehensive loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Amortization of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||
Reallocation of noncontrolling interest |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Balance as of June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance as of March 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Net (loss) income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Common shares issued upon redemption of |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|||
Common shares issued under Omnibus |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Dividends and distributions ($ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Contributions from noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Distributions to noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Change in value of interest rate swaps and |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Pro rata share of other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||
Amortization of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||
Reallocation of noncontrolling interest |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Balance as of June 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
See notes to consolidated financial statements (unaudited).
6
PARAMOUNT GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Noncontrolling Interests in |
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
Earnings |
|
|
Other |
|
|
Consolidated |
|
|
Consolidated |
|
|
|
|
|
|
|
|||||||||
(Amounts in thousands, except per share |
|
Common Shares |
|
|
Paid-in- |
|
|
Less than |
|
|
Comprehensive |
|
|
Joint |
|
|
Real Estate |
|
|
Operating |
|
|
Total |
|
||||||||||||
and unit amounts) |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Distributions |
|
|
Income |
|
|
Ventures |
|
|
Related Funds |
|
|
Partnership |
|
|
Equity |
|
|||||||||
Balance as of December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common shares issued upon redemption of |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
||
Common shares issued under Omnibus |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Dividends and distributions ($ |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Contributions from noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Distributions to noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Change in value of interest rate swaps and |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Pro rata share of other comprehensive income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||
Amortization of equity awards |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||
Reallocation of noncontrolling interest |
|
|
- |
|
||||||||||||||||||||||||||||||||