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Exhibit 99.1 Thomas Properties Group, Inc. Supplemental Financial Information For the Quarters Ended March 31, 2005 and 2004 |
Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarters Ended March 31, 2005 and 2004
Nasdaq: TPGI
TABLE OF CONTENTS
| | |
Corporate | | |
Company Background | | 2 |
| |
Supplemental Financial Information | | |
Operating and Financial Information | | 3 |
Consolidated and Combined Statements of Operations | | 4 |
Consolidated Balance Sheets | | 5 |
Pro-Rata Consolidated and Combined Statements of Operations | | 6 |
Pro-Rata Consolidated Balance Sheet | | 8 |
Earnings Before Depreciation, Amortization and Deferred Taxes | | 9 |
After Tax Cash Flow | | 10 |
Debt Analysis | | 11 |
Portfolio Data | | 14 |
Investor Information | | 17 |
This supplemental financial information, together with other statements and information publicly disseminated by TPGI, contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ from the results discussed in the forward-looking statements. A discussion of some of the factors that may affect our future results is set forth under the captions “Risk Factors” in our Form 10-K for the year ended December 31, 2004, which has been filed with the Securities and Exchange Commission.
1
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Thomas Properties Group, Inc. Supplemental Financial Information |
COMPANY BACKGROUND
Thomas Properties Group, Inc. (TPGI) is a full-service real estate operating company that owns, acquires, develops and manages office, retail and multi-family properties on a nationwide basis. We are the successor company to Thomas Properties Group, LLC and its affiliates (TPGI Predecessor). TPGI Predecessor was founded in 1996 by our Chairman, President and Chief Executive Officer, Mr. James A. Thomas.
We are engaged in the business of owning, managing, leasing, acquiring and developing real estate, consisting primarily of office properties, located in Southern California and Sacramento, California; Philadelphia, Pennsylvania; Northern Virginia; and Austin, Texas. We own interests in and asset manage ten operating properties with 5.6 million rentable square feet (including the four suburban Philadelphia properties purchased in the first quarter 2005 as noted below) and provide asset and/or property management services on behalf of third parties for an additional five operating properties with 2.6 million rentable square feet.
On October 13, 2004, we completed our initial public offering (the “Offering”). In the Offering, we sold 14,285,714 shares of common stock at $12.00 per share, resulting in net proceeds to TPGI of $151.9 million, after underwriting discounts and expenses of the Offering.
On March 2, 2005, TPG/CalSTRS, our joint venture with CalSTRS, completed the acquisition of four properties located in the western suburbs of Philadelphia totaling 862,948 square feet of office space.
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Thomas Properties Group, Inc. Supplemental Financial Information |
OPERATING AND FINANCIAL INFORMATION
Financial Measures
This supplemental information includes certain financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) under the full consolidation accounting method, and certain financial measures prepared in accordance with the pro-rata consolidation method (non-GAAP). Along with net income, we use two additional measures, Earnings before Depreciation, Amortization and Deferred Taxes (“EBDT”) and After Tax Cash Flow (“ATCF”), to report operating results. EBDT and ATCF are non-GAAP financial measures and may not be directly comparable to similarly-titled measures reported by other companies. We believe the financial measures presented under the pro-rata consolidation method provide supplemental information helpful to an understanding of our results of operations. Although these financial measures are not presented in accordance with GAAP, we believe these measures assist investors in understanding our business and operating results, along with net income and other GAAP financial measures. Our investors can use these non-GAAP financial measures as supplementary information to evaluate operating performance. Our non-GAAP financial measures are not intended to be performance measures that should be regarded as alternatives to, or more meaningful than, our GAAP financial measures.
Pro-Rata Consolidated and Combined Statements of Operations and Pro-Rata Consolidated Balance Sheet
Included are pro-rata consolidated and combined statements of operations for the three months ended March 31, 2005 and 2004, as well as a pro-rata consolidated balance sheet as of March 31, 2005, because we believe this information is useful to investors as this method reflects the manner in which we operate our business. We have made investments in which our economic ownership is less than 100% as a means of procuring additional investment opportunities and sharing risk. Under GAAP, these investments are not consolidated in our financial statements. Under the pro-rata consolidation method, we present the results of our investments proportionate to our share of ownership. We provide reconciliations from the full consolidation method to the pro-rata consolidation method in this supplemental financial information.
Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) and After Tax Cash Flow (ATCF)
We believe that EBDT and ATCF, along with net income (loss), provides additional information about our operations and is helpful in understanding our operating results. (See page 9 for discussion of EBDT as well as a reconciliation of EBDT to net loss and page 10 for additional discussion of ATCF as well as a reconciliation of ATCF to net loss.)
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Thomas Properties Group, Inc. Supplemental Financial Information |
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
The following financial information for TPGI is presented for the three months ended March 31, 2005 (unaudited) and for TPGI Predecessor is presented for the three months ended March 31, 2004 (unaudited). TPGI Predecessor is not a legal entity but rather a combination of real estate entities and operations. The financial statements of TPGI Predecessor include combined results of operations for these entities, utilizing the equity method to account for investments in real estate entities over which TPGI Predecessor had significant influence, but not control over major decisions, including the decision to sell or refinance the properties.
| | | | | | | | |
| | TPGI
| | | TPGI Predecessor
| |
| | Three months ended March 31, 2005
| | | Three months ended March 31, 2004
| |
| | (unaudited) | | | (unaudited) | |
Revenues: | | | | | | | | |
| | |
Rental | | $ | 8,280 | | | $ | 5,051 | |
Tenant reimbursements | | | 4,914 | | | | 2,591 | |
Parking and other | | | 1,443 | | | | 496 | |
Investment advisory, management, leasing, and development services | | | 1,369 | | | | 1,465 | |
Investment advisory, management, leasing, and development services—unconsolidated/uncombined real estate entities | | | 1,627 | | | | 989 | |
| |
|
|
| |
|
|
|
Total revenues | | | 17,633 | | | | 10,592 | |
| |
|
|
| |
|
|
|
Expenses: | | | | | | | | |
Rental property operating and maintenance | | | 3,953 | | | | 1,879 | |
Real estate taxes | | | 1,581 | | | | 816 | |
Investment advisory, management, leasing, and development services | | | 2,104 | | | | 2,535 | |
Rent—unconsolidated/uncombined real estate entities | | | 58 | | | | 71 | |
Interest | | | 6,312 | | | | 5,288 | |
Depreciation and amortization | | | 3,317 | | | | 1,401 | |
General and administrative | | | 2,209 | | | | — | |
| |
|
|
| |
|
|
|
Total expenses | | | 19,534 | | | | 11,990 | |
| |
|
|
| |
|
|
|
Gain on sale of real estate | | | — | | | | 975 | |
Interest income | | | 417 | | | | — | |
Equity in net loss of unconsolidated/uncombined real estate entities | | | (1,328 | ) | | | (232 | ) |
Minority interests – unitholders in the Operating Partnership | | | 1,511 | | | | — | |
| |
|
|
| |
|
|
|
Loss before benefit for income taxes | | | (1,301 | ) | | | (655 | ) |
| | |
Benefit for income taxes | | | 525 | | | | — | |
| |
|
|
| |
|
|
|
Net loss | | $ | (776 | ) | | $ | (655 | ) |
| |
|
|
| |
|
|
|
Loss per share – basic and diluted | | $ | (0.05 | ) | | | | |
Weighted average common shares outstanding – basic and diluted | | | 14,295,236 | | | | | |
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Thomas Properties Group, Inc. Supplemental Financial Information |
CONSOLIDATED BALANCE SHEETS
(in thousands)
| | | | | | | | |
| | March 31, 2005
| | | December 31, 2004
| |
| | (unaudited) | | | | |
ASSETS | | | | | | | | |
Investments in real estate: | | | | | | | | |
Land and improvements | | $ | 61,029 | | | $ | 60,882 | |
Buildings and improvements | | | 252,688 | | | | 252,009 | |
Tenant improvements | | | 65,281 | | | | 64,638 | |
| |
|
|
| |
|
|
|
| | | 378,998 | | | | 377,529 | |
Less accumulated depreciation | | | (97,338 | ) | | | (95,044 | ) |
| |
|
|
| |
|
|
|
| | | 281,660 | | | | 282,485 | |
Investments in unconsolidated real estate entities | | | 43,247 | | | | 31,624 | |
Cash and cash equivalents | | | 54,547 | | | | 56,506 | |
Restricted cash | | | 9,442 | | | | 12,949 | |
Short-term investments | | | — | | | | 14,000 | |
Rents and other receivables, net | | | 2,749 | | | | 2,731 | |
Receivables—unconsolidated real estate entities | | | 2,388 | | | | 381 | |
Deferred rents | | | 27,277 | | | | 28,453 | |
Deferred leasing and loan costs, net | | | 16,286 | | | | 16,871 | |
Deferred tax asset | | | 40,663 | | | | 40,138 | |
Other assets | | | 9,779 | | | | 5,464 | |
| |
|
|
| |
|
|
|
Total assets | | $ | 488,038 | | | $ | 491,602 | |
| |
|
|
| |
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Liabilities: | | | | | | | | |
Mortgage loans | | $ | 204,718 | | | $ | 206,373 | |
Other secured loans | | | 89,560 | | | | 89,517 | |
Accounts payable and other liabilities | | | 8,960 | | | | 9,177 | |
Dividends and distributions payable | | | 1,904 | | | | — | |
Due to affiliate | | | 343 | | | | 1,852 | |
Prepaid rent | | | 2,773 | | | | 841 | |
| |
|
|
| |
|
|
|
Total liabilities | | | 308,258 | | | | 307,760 | |
| |
|
|
| |
|
|
|
Minority interests: | | | | | | | | |
Unitholders in the Operating Partnership | | | 73,972 | | | | 76,458 | |
Minority interests in consolidated real estate entities | | | 1,451 | | | | 1,451 | |
| |
|
|
| |
|
|
|
Total minority interests | | | 75,423 | | | | 77,909 | |
| |
|
|
| |
|
|
|
Stockholders’ equity: | | | | | | | | |
Common stock | | | 143 | | | | 143 | |
Limited voting stock | | | 167 | | | | 167 | |
Additional paid-in capital | | | 106,673 | | | | 106,673 | |
Deficit and dividends | | | (2,217 | ) | | | (581 | ) |
Unearned compensation, net | | | (409 | ) | | | (469 | ) |
| |
|
|
| |
|
|
|
Total stockholders’ equity | | | 104,357 | | | | 105,933 | |
| |
|
|
| |
|
|
|
Total liabilities and stockholders’ equity | | $ | 488,038 | | | $ | 491,602 | |
| |
|
|
| |
|
|
|
5
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Thomas Properties Group, Inc. Supplemental Financial Information |
PRO-RATA CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Non-GAAP)
The following are the unaudited pro-rata consolidated and combined statements of operations of TPGI and TPGI Predecessor for the three months March 31, 2005 and 2004, including a reconciliation from the consolidated and combined statements of operations to the pro-rata consolidated and combined statements of operations (in thousands).
| | | | | | | | | | | |
| | For the three months ended March 31, 2005
| |
| | Consolidated
| | | Plus Unconsolidated Investments at Pro-Rata
| | Pro-Rata
| |
Revenues: | | | | | | | | | | | |
Rental | | $ | 8,280 | | | $ | 2,736 | | $ | 11,016 | |
Tenant reimbursements | | | 4,914 | | | | 293 | | | 5,207 | |
Parking and other | | | 1,443 | | | | 410 | | | 1,853 | |
Investment advisory, management, leasing and development services | | | 1,369 | | | | — | | | 1,369 | |
Investment advisory, management, leasing, and development services—unconsolidated real estate entities | | | 1,627 | | | | — | | | 1,627 | |
| |
|
|
| |
|
| |
|
|
|
Total revenues | | | 17,633 | | | | 3,439 | | | 21,072 | |
| |
|
|
| |
|
| |
|
|
|
Expenses: | | | | | | | | | | | |
Rental property operating and maintenance | | | 3,953 | | | | 1,830 | | | 5,783 | |
Real estate taxes | | | 1,581 | | | | 318 | | | 1,899 | |
Investment advisory, management, leasing and development services | | | 2,104 | | | | 77 | | | 2,181 | |
Rent—unconsolidated real estate entities | | | 58 | | | | — | | | 58 | |
Interest | | | 6,312 | | | | 1,089 | | | 7,401 | |
Depreciation and amortization | | | 3,317 | | | | 1,453 | | | 4,770 | |
General and administrative | | | 2,209 | | | | — | | | 2,209 | |
| |
|
|
| |
|
| |
|
|
|
Total expenses | | | 19,534 | | | | 4,767 | | | 24,301 | |
| |
|
|
| |
|
| |
|
|
|
Interest income | | | 417 | | | | — | | | 417 | |
Equity in net loss of unconsolidated real estate entities | | | (1,328 | ) | | | 1,328 | | | — | |
Minority interests – unitholders in the Operating Partnership | | | 1,511 | | | | — | | | 1,511 | |
Minority interests in consolidated real estate entities | | | — | | | | — | | | — | |
| |
|
|
| |
|
| |
|
|
|
Loss before benefit for income taxes | | | (1,301 | ) | | | — | | | (1,301 | ) |
Benefit for income taxes | | | 525 | | | | — | | | 525 | |
| |
|
|
| |
|
| |
|
|
|
Net loss | | $ | (776 | ) | | $ | — | | $ | (776 | ) |
| |
|
|
| |
|
| |
|
|
|
6
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Thomas Properties Group, Inc. Supplemental Financial Information |
| | | | | | | | | | | |
| | For the three months ended March 31, 2004
| |
| | Combined
| | | Plus Uncombined Investments at Pro-Rata
| | Pro-Rata
| |
Revenues: | | | | | | | | | | | |
Rental | | $ | 5,051 | | | $ | 2,304 | | $ | 7,355 | |
Tenant reimbursements | | | 2,591 | | | | 1,071 | | | 3,662 | |
Parking and other | | | 496 | | | | 297 | | | 793 | |
Investment advisory, management, leasing and development services | | | 1,465 | | | | — | | | 1,465 | |
Investment advisory, management, leasing, and development services—uncombined real estate entities | | | 989 | | | | — | | | 989 | |
| |
|
|
| |
|
| |
|
|
|
Total revenues | | | 10,592 | | | | 3,672 | | | 14,264 | |
| |
|
|
| |
|
| |
|
|
|
Expenses: | | | | | | | | | | | |
Rental property operating and maintenance | | | 1,879 | | | | 1,131 | | | 3,010 | |
Real estate taxes | | | 816 | | | | 359 | | | 1,175 | |
Investment advisory, management, leasing and development services | | | 2,535 | | | | 175 | | | 2,710 | |
Rent—uncombined real estate entities | | | 71 | | | | — | | | 71 | |
Interest | | | 5,288 | | | | 1,094 | | | 6,382 | |
Depreciation and amortization | | | 1,401 | | | | 1,145 | | | 2,546 | |
| |
|
|
| |
|
| |
|
|
|
Total expenses | | | 11,990 | | | | 3,904 | | | 15,894 | |
| |
|
|
| |
|
| |
|
|
|
Gain on sale of real estate | | | 975 | | | | — | | | 975 | |
Equity in net loss of uncombined real estate entities | | | (232 | ) | | | 232 | | | — | |
| |
|
|
| |
|
| |
|
|
|
Net loss | | $ | (655 | ) | | $ | — | | $ | (655 | ) |
| |
|
|
| |
|
| |
|
|
|
7
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Thomas Properties Group, Inc. Supplemental Financial Information |
PRO-RATA CONSOLIDATED BALANCE SHEET (Non-GAAP)
The following is the unaudited pro-rata consolidated balance sheet of TPGI as of March 31, 2005, including a reconciliation from the consolidated balance sheet to the pro-rata consolidated balance sheet (in thousands).
| | | | | | | | | | |
| | Consolidated
| | Plus Unconsolidated Investments at Pro-Rata
| | | Pro-Rata
|
ASSETS | | | | | | | | | | |
Investments in real estate, net | | $ | 281,660 | | $ | 120,761 | | | $ | 402,421 |
Investments in unconsolidated real estate entities | | | 43,247 | | | (43,247 | ) | | | — |
Cash and cash equivalents and short-term investments | | | 54,547 | | | 9,504 | | | | 64,051 |
Restricted cash | | | 9,442 | | | 4,826 | | | | 14,268 |
Rents, deferred rents and other receivables, net | | | 32,414 | | | 3,441 | | | | 35,855 |
Deferred charges and other assets, net | | | 66,728 | | | 13,960 | | | | 80,688 |
| |
|
| |
|
|
| |
|
|
Total assets | | $ | 488,038 | | $ | 109,245 | | | $ | 597,283 |
| |
|
| |
|
|
| |
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | |
Liabilities: | | | | | | | | | | |
Mortgage and other secured loans | | $ | 294,278 | | $ | 101,841 | | | $ | 396,119 |
Accounts payable, dividends and distributions payable, and other liabilities | | | 13,980 | | | 7,404 | | | | 21,384 |
| |
|
| |
|
|
| |
|
|
Total liabilities | | | 308,258 | | | 109,245 | | | | 417,503 |
Minority interests | | | 75,423 | | | — | | | | 75,423 |
Total stockholders’ equity | | | 104,357 | | | — | | | | 104,357 |
| |
|
| |
|
|
| |
|
|
Total liabilities and stockholders’ equity | | $ | 488,038 | | $ | 109,245 | | | $ | 597,283 |
| |
|
| |
|
|
| |
|
|
8
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Thomas Properties Group, Inc. Supplemental Financial Information |
EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES (EBDT) (Non-GAAP)
Earnings before Depreciation, Amortization and Deferred Taxes (“EBDT”) is not a measure of operating results or cash flows from operations as defined by GAAP and may not be directly comparable to similarly-titled measures reported by other companies.
We define EBDT as net income (loss) excluding the following items: i) deferred income tax benefit; ii) minority interests; iii) non-cash charges for depreciation and amortization; and iv) amortization of loan costs;
Reconciliation of Net Loss to Earnings Before Depreciation, Amortization and Deferred Taxes (EBDT) (in thousands)
| | | | | | | | | | | |
| | Three months ended March 31, 2005
| |
| | Consolidated
| | | Plus Unconsolidated Investments at Pro-Rata
| | Pro Rata
| |
Net loss | | $ | (776 | ) | | $ | — | | $ | (776 | ) |
Income tax benefit | | | (525 | ) | | | — | | | (525 | ) |
Minority interests | | | (1,511 | ) | | | — | | | (1,511 | ) |
Depreciation and amortization | | | 3,317 | | | | 1,453 | | | 4,770 | |
Amortization of loan costs | | | 175 | | | | 147 | | | 322 | |
| |
|
|
| |
|
| |
|
|
|
EBDT | | $ | 680 | | | $ | 1,600 | | $ | 2,280 | |
| |
|
|
| |
|
| |
|
|
|
TPGI share of EBDT (1) | | $ | 315 | | | $ | 740 | | $ | 1,055 | |
| |
|
|
| |
|
| |
|
|
|
EBDT per share - basic | | $ | 0.02 | | | | | | $ | 0.07 | |
| |
|
|
| | | | |
|
|
|
EBDT per share - diluted | | $ | 0.02 | | | | | | $ | 0.07 | |
| |
|
|
| | | | |
|
|
|
Weighted average common shares outstanding - basic | | | 14,295,236 | | | | | | | 14,295,236 | |
| |
|
|
| | | | |
|
|
|
Weighted average common shares outstanding - diluted | | | 14,298,383 | | | | | | | 14,298,383 | |
| |
|
|
| | | | |
|
|
|
(1) | Based on an interest in our operating partnership of 46.3% as of March 31, 2005. |
| | | | | | | | | | | |
| | Three months ended March 31, 2004
| |
| | Combined
| | | Plus Uncombined Investments at Pro-Rata
| | Pro Rata
| |
Net loss | | $ | (655 | ) | | $ | — | | $ | (655 | ) |
Depreciation and amortization | | | 1,401 | | | | 1,145 | | | 2,546 | |
Amortization of loan costs | | | 59 | | | | 47 | | | 106 | |
| |
|
|
| |
|
| |
|
|
|
EBDT | | $ | 805 | | | $ | 1,192 | | $ | 1,997 | |
| |
|
|
| |
|
| |
|
|
|
9
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Thomas Properties Group, Inc. Supplemental Financial Information |
AFTER TAX CASH FLOW (ATCF) (Non-GAAP)
After Tax Cash Flow (“ATCF”) is not a measure of operating results or cash flows from operations as defined by GAAP and may not be directly comparable to similarly-titled measures reported by other companies.
We define ATCF as net income (loss) excluding the following items: i) deferred income tax benefit; ii) minority interests; iii) non-cash charges for depreciation and amortization; iv) amortization of loan costs; v) non-cash compensation expense; vi) the adjustment to recognize rental revenues using the straight-line method; and vii) the adjustment to rental revenue to reflect the fair-market value of rents.
Reconciliation of Net Loss to After Tax Cash Flow (in thousands)
| | | | | | | | | | | | |
| | Three months ended March 31, 2005
| |
| | Consolidated
| | | Plus Unconsolidated Investments at Pro-Rata
| | | Pro Rata
| |
Net loss | | $ | (776 | ) | | $ | — | | | $ | (776 | ) |
Income tax benefit | | | (525 | ) | | | — | | | | (525 | ) |
Minority interests | | | (1,511 | ) | | | — | | | | (1,511 | ) |
Depreciation and amortization | | | 3,317 | | | | 1,453 | | | | 4,770 | |
Amortization of loan costs | | | 175 | | | | 147 | | | | 322 | |
Non-cash compensation expense | | | 132 | | | | — | | | | 132 | |
Straight line rent adjustment | | | 1,176 | | | | (372 | ) | | | 804 | |
Fair market value of rents adjustments | | | (109 | ) | | | (84 | ) | | | (193 | ) |
| |
|
|
| |
|
|
| |
|
|
|
ATCF | | $ | 1,879 | | | $ | 1,144 | | | $ | 3,023 | |
| |
|
|
| |
|
|
| |
|
|
|
TPGI share of ATCF(1) | | $ | 869 | | | $ | 529 | | | $ | 1,398 | |
| |
|
|
| |
|
|
| |
|
|
|
ATCF per share - basic | | $ | 0.06 | | | | | | | $ | 0.10 | |
| |
|
|
| | | | | |
|
|
|
ATCF per share - diluted | | $ | 0.06 | | | | | | | $ | 0.10 | |
| |
|
|
| | | | | |
|
|
|
Weighted average common shares outstanding - basic | | | 14,295,236 | | | | | | | | 14,295,236 | |
| |
|
|
| | | | | |
|
|
|
Weighted average common shares outstanding - diluted | | | 14,298,383 | | | | | | | | 14,298,383 | |
| |
|
|
| | | | | |
|
|
|
(1) | Based on an interest in our operating partnership of 46.3% as of March 31, 2005. |
| | | | | | | | | | | | |
| | Three months ended March 31, 2004
| |
| | Combined
| | | Plus Uncombined Investments at Pro-Rata
| | | Pro Rata
| |
Net loss | | $ | (655 | ) | | $ | — | | | $ | (655 | ) |
Depreciation and amortization | | | 1,401 | | | | 1,145 | | | | 2,546 | |
Amortization of loan costs | | | 59 | | | | 47 | | | | 106 | |
Straight line rent adjustment | | | 1,444 | | | | (139 | ) | | | 1,305 | |
Fair market value of rents adjustments | | | — | | | | (32 | ) | | | (32 | ) |
| |
|
|
| |
|
|
| |
|
|
|
ATCF | | $ | 2,249 | | | $ | 1,021 | | | $ | 3,270 | |
| |
|
|
| |
|
|
| |
|
|
|
10
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Thomas Properties Group, Inc. Supplemental Financial Information |
DEBT ANALYSIS
A summary of the outstanding consolidated debt as of March 31, 2005 is as follows (in thousands):
| | | | | | | |
| | Interest rate
| | Outstanding debt
| | Maturity date
|
One Commerce Square: | | | | | | | |
Mortgage loan (1) | | 7.0 % | | $ | 73,161 | | 4/11/28 |
Mezzanine loan (2) | | 17.5 | | | 10,354 | | 3/16/11 |
Two Commerce Square: | | | | | | | |
Mortgage loan (3) | | 6.3 | | | 124,057 | | 5/09/13 |
Senior mezzanine loan (4) (5) | | 17.2 | | | 45,686 | | 1/09/10 |
Junior A mezzanine loan (4) (6) | | 15.0 | | | 3,796 | | 1/09/10 |
Junior B mezzanine loan (4) (7) | | 9.2 | | | 28,277 | | 1/09/10 |
Four Points Centre mortgage loan (8) | | Prime Rate | | | 4,000 | | 8/28/05 |
2101 Market Street mortgage loan (9) | | Prime Rate or LIBOR + 2.5% | | | 3,500 | | 9/6/05 |
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| | |
Total principal outstanding | | | | | 292,831 | | |
Loan premium (10) | | | | | 1,447 | | |
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| | |
Total debt | | | | $ | 294,278 | | |
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(1) | The mortgage loan is prepayable without penalty after March 11, 2008, at which date the outstanding principal amount of this debt will be approximately $68.9 million. The interest rate will increase by 2.0% on April 11, 2008, which additional amount may be deferred until maturity. Any deferred amounts are added to the principal balance of the loan and accrue interest at 9.0%. Provided there is no deferred interest, the loan balance will be fully amortized on April 11, 2028, the maturity date of the loan. |
(2) | Interest at a rate of 10% per annum is payable currently. Interest of 7.5% per annum may be deferred until cash is available for payment. Deferred amounts accrue interest at 17.5% per annum. The loan is subject to yield maintenance payments for any prepayments prior to March 16, 2005. The loan is secured by our ownership interest in the real estate entities that own One Commerce Square. |
On April 11, 2005, we repaid the outstanding principal due in the amount of $9,250,000 and the portion of accrued interest on the original principal balance for the period from March 11, 2005 to April 11, 2005.
(3) | The mortgage loan may be defeased after October 2005, and may be prepaid after February 2013. |
(4) | These loans are guaranteed by Mr. Thomas up to an aggregate maximum of $7,500,000. We have agreed to indemnify Mr. Thomas in the event his guarantees are called upon. |
(5) | The senior mezzanine loan bears interest at a rate such that the weighted average of the rate on this loan and the rate on the mortgage loan secured by Two Commerce Square equals 9.2% per annum. The effective interest rate on this loan as of March 31, 2005 was 17.2% per annum. The loan may not be prepaid prior to August 9, 2009, and thereafter is subject to yield maintenance payments unless the loan is prepaid within 60 days of maturity. The loan is secured by our ownership interest in the real estate entities that own Two Commerce Square. |
(6) | Interest at a rate of 10% per annum is payable currently, and additional interest of 5% per annum is deferred until maturity. The loan is subject to the greater of 3% of the principal amount or a yield maintenance premium for any prepayments. The loan is secured by our ownership interest in the real estate entities that own Two Commerce Square. |
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Thomas Properties Group, Inc. Supplemental Financial Information |
(7) | The repayment of the mezzanine loan is in the form of a minority participation in net equity according to a formula. To the extent the net equity in the property is below the thresholds of the formula, the $24.5 million in principal and accumulated deferred interest of $3.2 million will be forgiven by the lender. Under certain conditions, the lender has a right to extend the maturity date of this loan to July 2011, an additional 18 months. The loan may not be prepaid. The loan is secured by our ownership interest in the real estate entities that own Two Commerce Square. |
On April 1, 2005, TPGI purchased this Junior B mezzanine loan from the lender for $2.5 million, which will result in a gain.
(8) | The prime rate as of March 31, 2005 was 5.75% per annum. |
(9) | The loan agreement provides that the interest rate will be the lender’s prime rate or at our option, LIBOR plus 2.5% per annum. As of March 31, 2005, the interest rate was 5.75% per annum. |
(10) | In connection with the acquisition of a 50% third-party interest in One Commerce Square, a premium was recorded to mark 50% of the assumed mortgage loan to market value. |
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Thomas Properties Group, Inc. Supplemental Financial Information |
As of March 31, 2005, our company had investments in entities owning eight unconsolidated properties with stated ownership percentages ranging from 21.3% to 50.0%. We do not have control of these entities, and none of the entities are considered variable interest entities. Therefore, we account for them using the equity method of accounting. The table below summarizes the outstanding debt for the properties with outstanding debt as of March 31, 2005 (in thousands):
| | | | | | | | | | | |
| | Interest Rate
| | | Principal Amount
| | Maturity Date
| | TPGI Share of Principal Amount
|
City National Plaza (1) | | | | | | | | | | | |
Senior mortgage loan (2) | | LIBOR + 1.75 | % | | $ | 200,000 | | 7/11/06 | | | 42,684 |
Senior mezzanine loan (2) | | LIBOR + 4.50 | | | | 36,582 | | 7/11/06 | | | 7,807 |
Junior mezzanine loan | | LIBOR + 6.15 | | | | 25,000 | | 7/11/06 | | | 5,335 |
2121 Market Street (3) | | 6.10 | | | | 19,854 | | 8/1/33 | | | 9,927 |
Four Falls Corporate Center | | | | | | | | | | | |
Note A | | 5.31 | | | | 42,200 | | 3/6/10 | | | 10,550 |
Note B (4) | | LIBOR + 3.25 | (5) | | | 1,600 | | 3/6/10 | | | 400 |
Oak Hill Plaza/Walnut Hill Plaza | | | | | | | | | | | |
Note A | | 5.31 | | | | 35,300 | | 3/6/10 | | | 8,825 |
Note B (4) | | LIBOR + 3.25 | (5) | | | 2,200 | | 3/6/10 | | | 550 |
Valley Square Office Park | | | | | | | | | | | |
Note A (4) | | LIBOR + 1.75 | (5) | | | 27,500 | | 3/1/07 | | | 6,875 |
Note B (4) | | LIBOR + 3.25 | (5) | | | 2,400 | | 3/1/07 | | | 600 |
Reflections I | | 5.23 | | | | 23,400 | | 4/1/15 | | | 5,850 |
Reflections II | | 5.22 | | | | 9,750 | | 4/1/15 | | | 2,438 |
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| | | | | $ | 425,786 | | | | $ | 101,841 |
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(1) | We have purchased interest rate cap agreements for the outstanding City National Plaza loans. We are also required to purchase interest rate cap agreements for each future advance under the $125 million senior mezzanine loan. |
(2) | The mortgage and senior mezzanine loans are subject to exit fees equal to .25% and .5%, respectively, of the loan amounts, however, under certain circumstances the exit fees shall be waived. |
(3) | The 2121 Market Street mortgage loan is prepayable without penalty after May 1, 2013, at which date the outstanding principal amount of this debt will be approximately $17.2 million. The interest rate will increase to the greater of 8.1% or the treasury rate plus 2.0% on August 1, 2013. Any amounts over the initial interest rate may be deferred to the extent excess cash is not available to make such payments. Provided there is no deferred interest, the loan balance will be fully amortized on August 1, 2033, the maturity date of the loan. |
(4) | These loans are subject to exit fees equal to 1% of the loan amounts, however, under certain circumstances the exit fees shall be waived. |
(5) | The loan bears interest at the greater of the one month LIBOR or 2.25%, plus the applicable margin. As of March 31, 2005, the one month LIBOR exceeds 2.25%. |
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Thomas Properties Group, Inc. Supplemental Financial Information |
PORTFOLIO DATA (as of March 31, 2005)
Our Ownership Properties
| | | | | | | | | | | | | | | | | | |
Core Properties
| | Location
| | TPGI Percentage Interest
| | | Year Built/ Renovated
| | Rentable Square Feet (1)
| | Percent Leased
| | | Annualized Rent (2)
| | Annualized Net Rent Per Leased Square Foot (3)
|
One Commerce Square | | Philadelphia, PA | | 89.0 | % | | 1987 | | 942,866 | | 94.0 | % | | $ | 10,932,885 | | $ | 12.33 |
Two Commerce Square | | Philadelphia, PA | | 89.0 | | | 1992 | | 953,276 | | 98.7 | | | | 25,812,253 | | | 27.42 |
2121 Market Street (4) | | Philadelphia, PA | | 50.0 | | | 2001 | | 20,835 | | 100.0 | | | | 356,350 | | | 17.10 |
Reflections I | | Reston, VA | | 25.0 | | | 2000 | | 123,546 | | 100.0 | | | | 2,603,159 | | | 21.07 |
Reflections II | | Reston, VA | | 25.0 | | | 1984/2001 | | 64,253 | | 100.0 | | | | 1,476,690 | | | 22.98 |
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Total/Weighted Average: | | | | | | | | | 2,104,776 | | 96.8 | % | | $ | 41,181,337 | | $ | 20.22 |
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Value-Add Properties
| | Location
| | TPGI Percentage Interest
| | | Year Built
| | Rentable Square Feet (1)
| | Percent Leased
| | | Annualized Rent (2)
| | Annualized Net Rent Per Leased Square Foot (3)
|
City National Plaza (5) | | Los Angeles, CA | | 21.3 | % | | 1972-1973 | | 2,648,920 | | 53.0 | % | | $ | 13,535,629 | | $ | 9.95 |
Four Falls Corporate Center | | Conshohocken, PA | | 25.0 | | | 1987 | | 254,080 | | 81.0 | | | | 3,492,117 | | | 16.96 |
Oak Hill Plaza | | Wayne/King of Prussia, PA | | 25.0 | | | 1982 | | 164,360 | | 75.9 | | | | 2,186,887 | | | 17.54 |
Walnut Hill Plaza | | Wayne/King of Prussia, PA | | 25.0 | | | 1986 | | 150,572 | | 80.4 | | | | 1,441,786 | | | 11.90 |
Valley Square Office Park | | Blue Bell, PA | | 25.0 | | | 1982/1988 | | 293,936 | | 83.0 | | | | 2,457,058 | | | 10.07 |
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Total/Weighted Average: | | | | | | | | | 3,511,868 | | 58.5 | % | | $ | 23,113,477 | | $ | 11.24 |
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(1) | For purposes of the tables above, both on-site and off-site parking is excluded. Total portfolio square footage includes office properties and mixed-use space (including retail), but excludes 168 apartment units at 2121 Market Street. Rentable area is calculated consistent with leases in place on the property and local market conventions. |
(2) | Annualized rent represents the annualized monthly contractual rent under existing leases as of December 31, 2004 for 100% of the property. For leases with a remaining term of less than one year, annualized rent includes only the amounts through the expiration of the lease. Annualized rent reflects total base rent before any one-time or non-recurring rent abatements, but after annually recurring rent credits and is shown on a net basis. For any tenant under a partial gross lease (which requires the tenant to reimburse the landlord for its pro-rata share of operating expenses in excess of a stated expense stop) or under a full gross lease (which does not require the tenant to reimburse the landlord for any operating expenses) the unreimbursed portion of current year operating expenses (which may be estimates as of such date) are subtracted from gross rent. Total projected recurring rent credits for leases in effect as of March 31, 2005 for the twelve months ending March 31, 2006 are $752,999. There are no operating expense credits. |
(3) | Annualized net rent per leased square foot represents annualized rent as computed above, divided by the total square footage under lease as of the same date. |
(4) | The information presented for 2121 Market Street represents the information for two retail/office tenants only, and excludes the 168 residential units. |
(5) | The annualized rent information presented for City National Plaza does not include certain information for three leases. In November 2003, 310,055 square feet was leased to City National Bank. As of March 31, 2005, the tenant has taken possession of 228,474 square feet, which is included in the information above. The remaining space, or 81,581 square feet, is expected to be delivered by the second quarter of 2005. In July 2004, 163,680 square feet and 63,014, respectively, were leased to Jones Day and Fulbright & Jaworski. The space for Fulbright & Jaworski was delivered on October 1, 2004, and the tenant will begin paying operating expenses in September 2006 and rent in January 2007. The space for Jones Day was delivered on January 1, 2005, and the tenant will begin paying rent and operating expenses in November 2006. |
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Thomas Properties Group, Inc. Supplemental Financial Information |
Our Development Properties
| | | | | | | | | | | | | |
Development Properties
| | Location
| | TPGI Percentage Interest
| | | Number of Acres
| | | Potential Property Types
| | Potential Rentable Square Feet Upon Completion/ Development
| |
Four Points Centre | | Austin, TX | | 100 | % | | 230.4 | (1) | | Office/R&D/Hotel | | 1,430,000 | (2) |
The Square at Four Points Centre | | Austin, TX | | 100 | (3) | | 29.4 | | | Retail | | 230,000 | |
2101 Market Street | | Philadelphia, PA | | 100 | | | 1.7 | | | Residential/ Office/Retail | | 975,000 | (4) |
Campus El Segundo | | El Segundo, CA | | 71 | | | 46.5 | | | Office/Retail/R&D/Hotel | | 2,175,000 | (5) |
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Total | | | | | | | 308.0 | | | | | 4,810,000 | |
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(1) | Includes 182 acres designated as a habitat preserve. |
(2) | The property will support the development of 280,000 rentable square feet of office space, 900,000 rentable square feet of office and research and development space, and a 250,000 rentable square feet (approximately 250 rooms) hotel. |
(3) | We entered into a joint venture agreement with Weingarten Realty Investors to develop The Square at Four Points Centre. Our contribution of this property to the joint venture is subject to the satisfaction of certain conditions expected to occur in 2005. Following this contribution, we would hold a 50% interest in this property through this joint venture. |
(4) | Currently, the three parcels have a combined floor area ratio (“FAR”) of 975,000 square feet. If certain city approvals are obtained, the combined FAR will be 1,500,000 square feet. |
(5) | We own a majority interest in a joint venture that has an agreement to purchase this property. Entitlements have been granted for 1,905,000 square feet for office, research and development, and telecom space, and 270,000 square feet for retail, hotel, day care and restaurant space. |
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Thomas Properties Group, Inc. Supplemental Financial Information |
Our Managed Properties
| | | | | | | | | |
Managed Properties(1)
| | Location
| | Year Built/Renovated
| | Rentable Square Feet(2)
| | Percent Leased
| |
800 South Hope Street | | Los Angeles, CA | | 1985/2000 | | 242,176 | | 90.1 | % |
Valencia Town Center | | Valencia, CA | | 1996-2001 | | 393,632 | | 98.0 | |
Pacific Financial Plaza | | Newport Beach, CA | | 1982/1993 | | 279,474 | | 96.5 | |
1835 Market Street | | Philadelphia, PA | | 1986-1987 | | 685,853 | | 79.9 | |
CalEPA Headquarters | | Sacramento, CA | | 2000 | | 950,000 | | 100.0 | |
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Total/Weighted Average | | | | | | 2,551,135 | | 93.0 | % |
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(1) | 800 South Hope Street, Valencia Town Center, Pacific Financial Plaza and the CalEPA headquarters building are core properties. 1835 Market Street is a core plus property, which we are currently repositioning on behalf of CalSTRS. |
(2) | For purposes of the table above, both on-site and off-site parking is excluded. Total portfolio square footage includes office properties and mixed-use space (including retail). Rentable area is calculated consistent with leases in place on the property and local market conventions. |
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Thomas Properties Group, Inc. Supplemental Financial Information |
INVESTOR INFORMATION
Principal Corporate Office
Thomas Properties Group, Inc.
515 South Flower Street
Sixth Floor
Los Angeles, CA 90071
Phone: (213) 613-1900
Fax: (213) 633-4760
www.tpgre.com
The information contained on our website is not incorporated herein by reference and does not constitute a part of this supplemental financial information.
| | | | |
Investor Relations | | Transfer Agent and Registrar | | Stock Exchange Listing |
Diana M. Laing | | EquiServe Trust Company, N.A. | | Nasdaq: TPGI |
Chief Financial Officer | | P.O. Box 219045 | | |
515 South Flower Street | | Kansas City, MO 64121-9045 | | |
Sixth Floor | | Attn: Shareholder Relations | | |
Los Angeles, CA 90071 | | Phone: (816) 843-4299 | | |
Phone: (213) 613-1900 | | | | |
E-mail:dlaing@tpgre.com | | | | |
Board of Directors and Executive Officers
| | | | | | |
James A. Thomas | | Chairman, President and CEO | | Thomas S. Ricci | | Executive Vice President |
Randall L. Scott | | Executive Vice President, Director | | Diana M. Laing | | Chief Financial Officer and Secretary |
John R. Sischo | | Executive Vice President, Director | | Robert D. Morgan | | Vice President, Accounting and Administration |
R. Bruce Andrews | | Director | | | | |
Edward D. Fox | | Director | | | | |
Winston H. Hickox | | Director | | | | |
Daniel Neidich | | Director | | | | |
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