Exhibit 99.1
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Thomas Properties Group, Inc.
Supplemental Financial Information
For the Fourth Quarter 2006
(Amended)
Thomas Properties Group, Inc.1
Supplemental Financial Information
For the Fourth Quarter 2006
TABLE OF CONTENTS
| | |
Corporate | | |
Company Background | | 2 |
| |
Supplemental Financial Information | | |
Operating and Financial Information | | 3 |
Consolidated Statements of Operations | | 4 |
Consolidated Balance Sheets | | 5 |
Unconsolidated Real Estate Entities Statements of Operations | | 6 |
Unconsolidated Real Estate Entities Balance Sheets | | 7 |
Pro-Rata Consolidated Statements of Operations | | 8 |
Pro-Rata Consolidated Balance Sheet | | 10 |
Earnings Before Depreciation, Amortization and Deferred Taxes | | 11 |
After Tax Cash Flow | | 13 |
Investment Advisory, Management, Leasing, and Development Services | | 15 |
Portfolio Data | | 16 |
Debt Summary | | 19 |
Capital Structure | | 22 |
Other Information | | 23 |
1 | This supplemental financial information, together with other statements and information publicly disseminated by Thomas Properties Group, Inc., 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. Such statements are also 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. Management does not undertake any obligation to update information provided in forward-looking statements other than regularly scheduled releases of information. A discussion of some of the factors that may affect our future results is set forth under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our Form 10-K and Form 10-Qs that we file with the SEC. |
1
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, Chief Executive Officer and President, Mr. James A. Thomas.
Our properties are located in Southern California and Sacramento, California; Philadelphia, Pennsylvania; Northern Virginia; Houston, Texas; and Austin, Texas. As of December 31, 2006, we own interests in and asset manage 14 operating properties with 9.2 million rentable square feet 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. We also own, hold interests in or have the ability to develop land suitable for the development of up to approximately 6.6 million rentable square feet of space.
2
Thomas Properties Group, Inc.
Supplemental Financial Information
OPERATING AND FINANCIAL INFORMATION
Financial Measures
This supplemental financial 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. We believe this information provides useful supplemental data regarding the underlying economics of our business operations because operating results presented under GAAP may include items that are nonrecurring or not necessarily relevant to ongoing operations, or difficult to forecast for future periods. Management uses these non-GAAP financial measures to review our company’s operating results for comparative purposes with respect to previous periods or forecasts, and also to evaluate future prospects. Our investors can also 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. Non-GAAP financial measures have limitations as they do not include all items of income and expense that affect our operations, and accordingly should always be considered as supplemental to our financial results presented in accordance with GAAP.
Pro-Rata Consolidated Statements of Operations and Pro-Rata Consolidated Balance Sheet
Included are pro-rata consolidated statements of operations, as well as a pro-rata consolidated balance sheet, because we believe this information is useful to investors as this method reflects the manner in which we operate our business, and provides more detailed information regarding the operations of the unconsolidated investments. We have made investments in which our economic ownership is less than 100% as a means of procuring additional investment opportunities and sharing risk. A significant amount of our business activity has and will continue to be conducted through our unconsolidated investments. 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. Our management considers the performance of our unconsolidated investments both individually and as a contributing factor to our operating performance for purposes of financial planning and making operating decisions. We believe this presentation of the performance of our unconsolidated investments is helpful to investors in understanding and evaluating our current operating performance as well as for purposes of period-to-period comparisons. 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)
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. EBDT and ATCF reflect operating performance results for our company that assist management in evaluating trends for comparative and planning purposes. However our non-GAAP financial measures are not intended to be regarded as alternatives to, or more meaningful than, our GAAP financial measures.
See pages 11-12 for a discussion of EBDT and a reconciliation of EBDT to net income (loss) and pages 13-14 for a discussion of ATCF and a reconciliation of ATCF to net income (loss).
3
Thomas Properties Group, Inc.
Supplemental Financial Information
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Twelve months ended December 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 8,190 | | | $ | 8,389 | | | $ | 33,076 | | | $ | 32,618 | |
Tenant reimbursements | | | 5,080 | | | | 4,613 | | | | 19,399 | | | | 18,899 | |
Parking and other | | | 886 | | | | 958 | | | | 3,945 | | | | 4,224 | |
Investment advisory, management, leasing, and development services | | | 2,017 | | | | 1,032 | | | | 7,913 | | | | 4,633 | |
| | | | |
Investment advisory, management, leasing, and development services—unconsolidated real estate entities | | | 4,596 | | | | 2,752 | | | | 14,241 | | | | 8,876 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 20,769 | | | | 17,744 | | | | 78,574 | | | | 69,250 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Rental property operating and maintenance | | | 3,326 | | | | 3,696 | | | | 15,115 | | | | 14,605 | |
Real estate taxes | | | 1,473 | | | | 1,460 | | | | 5,904 | | | | 5,803 | |
Investment advisory, management, leasing, and development services | | | 2,865 | | | | 1,736 | | | | 9,759 | | | | 6,218 | |
Rent—unconsolidated real estate entities | | | 57 | | | | 58 | | | | 227 | | | | 233 | |
Interest | | | 4,692 | | | | 4,560 | | | | 20,570 | | | | 20,784 | |
Depreciation and amortization | | | 3,144 | | | | 3,024 | | | | 12,661 | | | | 12,408 | |
General and administrative | | | 5,447 | | | | 3,265 | | | | 17,202 | | | | 12,914 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 21,004 | | | | 17,799 | | | | 81,438 | | | | 72,965 | |
| | | | | | | | | | | | | | | | |
Gain on purchase of other secured loan | | | — | | | | — | | | | — | | | | 25,776 | |
Gain on sale of real estate | | | 1,041 | | | | — | | | | 10,640 | | | | — | |
Loss from early extinguishment of debt | | | — | | | | (4,497 | ) | | | (360 | ) | | | (4,497 | ) |
Interest income | | | 1,107 | | | | 184 | | | | 2,974 | | | | 1,268 | |
Equity in net loss of unconsolidated real estate entities | | | (3,409 | ) | | | (6,882 | ) | | | (12,909 | ) | | | (16,259 | ) |
Minority interests—unitholders in the Operating Partnership | | | 849 | | | | 5,827 | | | | 1,577 | | | | (1,559 | ) |
Minority interests in consolidated real estate entities | | | 18 | | | | 410 | | | | (472 | ) | | | 328 | |
| | | | | | | | | | | | | | | | |
(Loss) income before (provision) benefit for income taxes | | | (629 | ) | | | (5,013 | ) | | | (1,414 | ) | | | 1,342 | |
| | | | |
(Provision) benefit for income taxes | | | (938 | ) | | | 2,113 | | | | (635 | ) | | | (698 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (1,567 | ) | | $ | (2,900 | ) | | $ | (2,049 | ) | | $ | 644 | |
| | | | | | | | | | | | | | | | |
Basic (loss) earnings per share | | $ | (0.11 | ) | | $ | (0.20 | ) | | $ | (0.14 | ) | | $ | 0.05 | |
Diluted (loss) earnings per share | | | (0.11 | ) | | | (0.20 | ) | | �� | (0.14 | ) | | | 0.05 | |
| | | | |
Weighted average common shares—basic | | | 14,354,703 | | | | 14,310,367 | | | | 14,339,032 | | | | 14,301,932 | |
Weighted average common shares—diluted | | | 14,354,703 | | | | 14,310,367 | | | | 14,339,032 | | | | 14,308,087 | |
4
Thomas Properties Group, Inc.
Supplemental Financial Information
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
| | | | | | | | |
| | December 31, 2006 | | | December 31, 2005 | |
ASSETS | | | | | | | | |
Investments in real estate | | $ | 442,798 | | | $ | 405,422 | |
Less accumulated depreciation | | | (106,644 | ) | | | (104,325 | ) |
| | | | | | | | |
| | | 336,154 | | | | 301,097 | |
Investment in real estate—development property held for sale | | | — | | | | 12,064 | |
| | | | | | | | |
| | | 336,154 | | | | 313,161 | |
| | |
Investments in unconsolidated real estate entities | | | 52,364 | | | | 41,124 | |
Cash and cash equivalents | | | 64,343 | | | | 63,915 | |
Restricted cash | | | 21,500 | | | | 15,511 | |
Rents and other receivables, net | | | 2,195 | | | | 1,804 | |
Receivables—unconsolidated real estate entities | | | 4,074 | | | | 3,335 | |
Deferred rents | | | 17,610 | | | | 23,111 | |
Deferred leasing and loan costs, net | | | 14,707 | | | | 16,173 | |
Other assets | | | 5,133 | | | | 4,313 | |
| | | | | | | | |
Total assets | | $ | 518,080 | | | $ | 482,447 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 331,828 | | | $ | 325,179 | |
Accounts payable and other liabilities | | | 35,458 | | | | 13,545 | |
Dividends and distributions payable | | | 1,916 | | | | 1,905 | |
Prepaid rent | | | 3,558 | | | | 3,753 | |
Deferred tax asset | | | 2,392 | | | | 308 | |
| | | | | | | | |
Total liabilities | | | 375,152 | | | | 344,690 | |
| | |
Minority interests: | | | | | | | | |
Unitholders in the Operating Partnership | | | 76,390 | | | | 74,099 | |
Minority interests in consolidated real estate entities | | | 4,288 | | | | 26 | |
| | | | | | | | |
Total minority interests | | | 80,678 | | | | 74,125 | |
| | |
Common stock | | | 144 | | | | 143 | |
Limited voting stock | | | 167 | | | | 167 | |
Additional paid-in capital | | | 71,095 | | | | 66,965 | |
Retained earnings and dividends | | | (9,156 | ) | | | (3,379 | ) |
Unearned compensation, net | | | — | | | | (264 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 62,250 | | | | 63,632 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 518,080 | | | $ | 482,447 | |
| | | | | | | | |
5
Thomas Properties Group, Inc.
Supplemental Financial Information
UNCONSOLIDATED REAL ESTATE ENTITIES STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
The following are the statements of operations of our unconsolidated real estate entities for the three and twelve months ended December 31, 2006 and 2005. See list of our unconsolidated entities on page 16.
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Twelve months ended December 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 27,182 | | | $ | 21,349 | | | $ | 99,990 | | | $ | 59,929 | |
Tenant reimbursements | | | 10,039 | | | | 2,464 | | | | 20,103 | | | | 6,831 | |
Parking and other | | | 4,888 | | | | 2,783 | | | | 18,171 | | | | 9,085 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 42,109 | | | | 26,596 | | | | 138,264 | | | | 75,845 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Rental property operating and maintenance | | | 20,343 | | | | 14,847 | | | | 69,867 | | | | 42,845 | |
Real estate taxes | | | 5,140 | | | | 3,702 | | | | 16,797 | | | | 9,125 | |
Interest | | | 17,542 | | | | 10,447 | | | | 57,808 | | | | 29,730 | |
Depreciation and amortization | | | 14,973 | | | | 13,180 | | | | 56,820 | | | | 33,086 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 57,998 | | | | 42,176 | | | | 201,292 | | | | 114,786 | |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (15,889 | ) | | | (15,580 | ) | | | (63,028 | ) | | | (38,941 | ) |
Cumulative effect of change in accounting principle | | | — | | | | (1,279 | ) | | | — | | | | (1,279 | ) |
Minority interest | | | (26 | ) | | | (562 | ) | | | (1,650 | ) | | | 3,398 | |
Income (loss) from discontinued operations | | | — | | | | (234 | ) | | | 6,328 | | | | (1,566 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (15,915 | ) | | $ | (17,655 | ) | | $ | (58,350 | ) | | $ | (38,388 | ) |
| | | | | | | | | | | | | | | | |
6
Thomas Properties Group, Inc.
Supplemental Financial Information
UNCONSOLIDATED REAL ESTATE ENTITIES BALANCE SHEETS
(in thousands)
(unaudited)
The following are the balance sheets of our unconsolidated real estate entities as of December 31, 2006 and 2005. See list of our unconsolidated entities on page 16.
| | | | | | |
| | December 31, 2006 | | December 31, 2005 |
ASSETS | | | | | | |
Investments in real estate | | $ | 1,022,480 | | $ | 746,551 |
Cash and cash equivalents | | | 10,351 | | | 6,055 |
Restricted cash | | | 60,472 | | | 32,308 |
Rents, deferred rents and other receivables, net | | | 42,176 | | | 21,246 |
Deferred charges and other assets, net | | | 162,518 | | | 101,897 |
| | | | | | |
Total assets | | $ | 1,297,997 | | $ | 908,057 |
| | | | | | |
LIABILITIES AND OWNERS’ EQUITY | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 1,050,020 | | $ | 678,319 |
Accounts and interest payable and other liabilities | | | 73,811 | | | 60,566 |
| | | | | | |
Total liabilities | | | 1,123,831 | | | 738,885 |
| | |
Owners’ equity | | | 174,166 | | | 169,172 |
| | | | | | |
Total liabilities and owners’ equity | | $ | 1,297,997 | | $ | 908,057 |
| | | | | | |
7
Thomas Properties Group, Inc.
Supplemental Financial Information
PRO-RATA CONSOLIDATED STATEMENTS OF OPERATIONS (Non-GAAP)
(in thousands)
(unaudited)
The following are the pro-rata consolidated statements of operations of TPGI for the three and twelve months ended December 31, 2006 and 2005, including a reconciliation from the consolidated statements of operations to the pro-rata consolidated statements of operations.
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended December 31, 2006 | | | For the three months ended December 31, 2005 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 8,190 | | | $ | 6,524 | | $ | 14,714 | | | $ | 8,389 | | | $ | 6,655 | | | $ | 15,044 | |
Tenant reimbursements | | | 5,080 | | | | 2,433 | | | 7,513 | | | | 4,613 | | | | 737 | | | | 5,350 | |
Parking and other | | | 886 | | | | 1,161 | | | 2,047 | | | | 958 | | | | 1,016 | | | | 1,974 | |
Investment advisory, management, leasing, and development services | | | 2,017 | | | | — | | | 2,017 | | | | 1,032 | | | | — | | | | 1,032 | |
Investment advisory, management, leasing, and development services—unconsolidated real estate entities | | | 4,596 | | | | — | | | 4,596 | | | | 2,752 | | | | — | | | | 2,752 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 20,769 | | | | 10,118 | | | 30,887 | | | | 17,744 | | | | 8,408 | | | | 26,152 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | |
Rental property operating and maintenance | | | 3,326 | | | | 4,104 | | | 7,430 | | | | 3,696 | | | | 4,294 | | | | 7,990 | |
Real estate taxes | | | 1,473 | | | | 1,275 | | | 2,748 | | | | 1,460 | | | | 1,034 | | | | 2,494 | |
Investment advisory, management, leasing, and development services | | | 2,865 | | | | — | | | 2,865 | | | | 1,736 | | | | — | | | | 1,736 | |
Rent—unconsolidated real estate entities | | | 57 | | | | — | | | 57 | | | | 58 | | | | — | | | | 58 | |
Interest | | | 4,692 | | | | 4,520 | | | 9,212 | | | | 4,560 | | | | 3,354 | | | | 7,914 | |
Depreciation and amortization | | | 3,144 | | | | 3,628 | | | 6,772 | | | | 3,024 | | | | 6,179 | | | | 9,203 | |
General and administrative | | | 5,447 | | | | — | | | 5,447 | | | | 3,265 | | | | — | | | | 3,265 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 21,004 | | | | 13,527 | | | 34,531 | | | | 17,799 | | | | 14,861 | | | | 32,660 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Gain on sale of real estate | | | 1,041 | | | | — | | | 1,041 | | | | — | | | | — | | | | — | |
Loss from early extinguishment of debt | | | — | | | | — | | | — | | | | (4,497 | ) | | | — | | | | (4,497 | ) |
Interest income | | | 1,107 | | | | — | | | 1,107 | | | | 184 | | | | — | | | | 184 | |
Equity in net loss of unconsolidated real estate entities | | | (3,409 | ) | | | 3,409 | | | — | | | | (6,882 | ) | | | 6,882 | | | | — | |
Minority interests—unitholders in the Operating Partnership | | | 849 | | | | — | | | 849 | | | | 5,827 | | | | — | | | | 5,827 | |
Minority interests in consolidated real estate entities | | | 18 | | | | — | | | 18 | | | | 410 | | | | — | | | | 410 | |
| | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before loss from discontinued operations and (provision) benefit for income taxes | | | (629 | ) | | | — | | | (629 | ) | | | (5,013 | ) | | | 429 | | | | (4,584 | ) |
Loss from discontinued operations | | | — | | | | — | | | — | | | | — | | | | (110 | ) | | | (110 | ) |
Cumulative effect of change in accounting principle | | | — | | | | — | | | — | | | | — | | | | (319 | ) | | | (319 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
(Loss) before (provision) benefit for income taxes | | | (629 | ) | | | — | | | (629 | ) | | | (5,013 | ) | | | — | | | | (5,013 | ) |
(Provision) benefit for income taxes | | | (938 | ) | | | — | | | (938 | ) | | | 2,113 | | | | — | | | | 2,113 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) | | $ | (1,567 | ) | | $ | — | | $ | (1,567 | ) | | $ | (2,900 | ) | | $ | — | | | $ | (2,900 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
8
Thomas Properties Group, Inc.
Supplemental Financial Information
PRO-RATA CONSOLIDATED STATEMENTS OF OPERATIONS (Non-GAAP) – continued
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the twelve months ended December 31, 2006 | | | For the twelve months ended December 31, 2005 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 33,076 | | | $ | 26,219 | | | $ | 59,295 | | | $ | 32,618 | | | $ | 17,352 | | | $ | 49,970 | |
Tenant reimbursements | | | 19,399 | | | | 5,122 | | | | 24,521 | | | | 18,899 | | | | 1,830 | | | | 20,729 | |
Parking and other | | | 3,945 | | | | 4,669 | | | | 8,614 | | | | 4,224 | | | | 2,510 | | | | 6,734 | |
Investment advisory, management, leasing, and development services | | | 7,913 | | | | — | | | | 7,913 | | | | 4,633 | | | | — | | | | 4,633 | |
| | | | | | |
Investment advisory, management, leasing, and development services— unconsolidated real estate entities | | | 14,241 | | | | — | | | | 14,241 | | | | 8,876 | | | | — | | | | 8,876 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 78,574 | | | | 36,010 | | | | 114,584 | | | | 69,250 | | | | 21,692 | | | | 90,942 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Rental property operating and maintenance | | | 15,115 | | | | 16,327 | | | | 31,442 | | | | 14,605 | | | | 11,576 | | | | 26,181 | |
Real estate taxes | | | 5,904 | | | | 4,278 | | | | 10,182 | | | | 5,803 | | | | 2,435 | | | | 8,238 | |
Investment advisory, management, leasing, and development services | | | 9,759 | | | | — | | | | 9,759 | | | | 6,218 | | | | — | | | | 6,218 | |
Rent—unconsolidated real estate entities | | | 227 | | | | — | | | | 227 | | | | 233 | | | | — | | | | 233 | |
Interest | | | 20,570 | | | | 15,270 | | | | 35,840 | | | | 20,784 | | | | 8,353 | | | | 29,137 | |
Depreciation and amortization | | | 12,661 | | | | 14,766 | | | | 27,427 | | | | 12,408 | | | | 14,387 | | | | 26,795 | |
General and administrative | | | 17,202 | | | | — | | | | 17,202 | | | | 12,914 | | | | — | | | | 12,914 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 81,438 | | | | 50,641 | | | | 132,079 | | | | 72,965 | | | | 36,751 | | | | 109,716 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gain on purchase of other secured loan | | | — | | | | — | | | | — | | | | 25,776 | | | | | | | | 25,776 | |
Gain on sale of real estate | | | 10,640 | | | | — | | | | 10,640 | | | | — | | | | — | | | | — | |
Loss from early extinguishment of debt | | | (360 | ) | | | — | | | | (360 | ) | | | (4,497 | ) | | | — | | | | (4,497 | ) |
Interest income | | | 2,974 | | | | — | | | | 2,974 | | | | 1,268 | | | | — | | | | 1,268 | |
Equity in net loss of unconsolidated real estate entities | | | (12,909 | ) | | | 12,909 | | | | — | | | | (16,259 | ) | | | 16,259 | | | | — | |
Minority interests—unitholders in the Operating Partnership | | | 1,577 | | | | — | | | | 1,577 | | | | (1,559 | ) | | | — | | | | (1,559 | ) |
Minority interests in consolidated real estate entities | | | (472 | ) | | | — | | | | (472 | ) | | | 328 | | | | — | | | | 328 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before income from discontinued operations and (provision) for income taxes | | | (1,414 | ) | | | (1,722 | ) | | | (3,136 | ) | | | 1,342 | | | | 1,200 | | | | 2,542 | |
Income (loss) from discontinued operations | | | | | | | 1,722 | | | | 1,722 | | | | | | | | (881 | ) | | | (881 | ) |
Cumulative effect of change in accounting principle | | | — | | | | | | | | | | | | — | | | | (319 | ) | | | (319 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before (provision) for income taxes | | | (1,414 | ) | | | — | | | | (1,414 | ) | | | 1,342 | | | | — | | | | 1,342 | |
(Provision) for income taxes | | | (635 | ) | | | — | | | | (635 | ) | | | (698 | ) | | | — | | | | (698 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (2,049 | ) | | $ | — | | | $ | (2,049 | ) | | $ | 644 | | | $ | — | | | $ | 644 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
9
Thomas Properties Group, Inc.
Supplemental Financial Information
PRO-RATA CONSOLIDATED BALANCE SHEET (Non-GAAP)
(in thousands)
(unaudited)
The following is the pro-rata consolidated balance sheet of TPGI as of December 31, 2006 and 2005, including reconciliations from the consolidated balance sheets to the pro-rata consolidated balance sheets.
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2006 | | December 31, 2005 |
| | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Investments in real estate, net | | $ | 336,154 | | $ | 255,429 | | | $ | 591,583 | | $ | 313,161 | | $ | 178,749 | | | $ | 491,910 |
Investments in unconsolidated real estate entities | | | 52,364 | | | (52,364 | ) | | | — | | | 41,124 | | | (41,124 | ) | | | — |
Cash and cash equivalents | | | 64,343 | | | 2,667 | | | | 67,010 | | | 63,915 | | | 1,413 | | | | 65,328 |
Restricted cash | | | 21,500 | | | 13,977 | | | | 35,477 | | | 15,511 | | | 7,696 | | | | 23,207 |
Rents, deferred rents and other receivables, net | | | 23,879 | | | 10,417 | | | | 34,296 | | | 28,250 | | | 4,734 | | | | 32,984 |
Deferred charges and other assets, net | | | 19,840 | | | 38,472 | | | | 58,312 | | | 20,486 | | | 28,023 | | | | 48,509 |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 518,080 | | $ | 268,598 | | | $ | 786,678 | | $ | 482,447 | | $ | 179,491 | | | $ | 661,938 |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 331,828 | | $ | 249,887 | | | $ | 581,715 | | $ | 325,179 | | $ | 163,926 | | | $ | 489,105 |
Accounts payable, dividends and distributions payable, and other liabilities | | | 43,324 | | | 18,711 | | | | 62,035 | | | 19,511 | | | 15,565 | | | | 35,076 |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 375,152 | | | 268,598 | | | | 643,750 | | | 344,690 | | | 179,491 | | | | 524,181 |
| | | | | | |
Minority interests | | | 80,678 | | | — | | | | 80,678 | | | 74,125 | | | — | | | | 74,125 |
Total stockholders’ equity | | | 62,250 | | | — | | | | 62,250 | | | 63,632 | | | — | | | | 63,632 |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 518,080 | | $ | 268,598 | | | $ | 786,678 | | $ | 482,447 | | $ | 179,491 | | | $ | 661,938 |
| | | | | | | | | | | | | | | | | | | | |
10
Thomas Properties Group, Inc.
Supplemental Financial Information
EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES (EBDT) (Non-GAAP)
(in thousands, except share and per share data)
(unaudited)
We use EBDT as a supplemental performance measure. EBDT excludes the following items: i) deferred income tax expense (benefit); ii) minority interests; iii) non-cash charges for depreciation and amortization; and iv) amortization of loan costs. EBDT provides a performance measure that, when compared year over year, reflects the impact to operations from changes to occupancy rates, rental rates, operating costs, development and redevelopment activities, general and administrative expenses, and interest costs, and provides perspective on operating performance not immediately apparent from net income. EBDT should be considered only as a supplement to net income as a measure of our performance. EBDT also assists our management in identifying trends for purposes of financial planning and forecasting results. However, the usefulness of EBDT as a performance measure is limited and EBDT should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. EBDT also should not be used as a supplement to or substitute for cash flow from operating activities (computed in accordance with GAAP) or as an alternative to net income (loss) as an indicator of our operating performance.
Reconciliation of Net Income (Loss) to EBDT:
| | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended December 31, 2006 | | | For the three months ended December 31, 2005 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | |
Net (loss) | | $ | (1,567 | ) | | $ | — | | $ | (1,567 | ) | | $ | (2,900 | ) | | $ | — | | $ | (2,900 | ) |
Deferred income tax (benefit) | | | 938 | | | | — | | | 938 | | | | (2,113 | ) | | | — | | | (2,113 | ) |
Minority interests | | | (867 | ) | | | — | | | (867 | ) | | | (6,237 | ) | | | — | | | (6,237 | ) |
Depreciation and amortization | | | 3,144 | | | | 3,628 | | | 6,772 | | | | 3,024 | | | | 6,179 | | | 9,203 | |
Depreciation and amortization of discontinued operations | | | | | | | | | | | | | | | | | | 129 | | | 129 | |
Depreciation and amortization and accretion from cumulative effect of change in accounting principal | | | | | | | | | | | | | | | | | | 319 | | | 319 | |
Amortization of loan costs | | | 129 | | | | 555 | | | 684 | | | | 115 | | | | 170 | | | 285 | |
| | | | | | | | | | | | | | | | | | | | | | |
EBDT | | $ | 1,777 | | | $ | 4,183 | | $ | 5,960 | | | $ | (8,111 | ) | | $ | 6,797 | | $ | (1,314 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
TPGI share of EBDT (1) | | $ | 802 | | | $ | 1,889 | | $ | 2,691 | | | $ | (3,752 | ) | | $ | 3,144 | | $ | (608 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
EBDT per share—basic | | | | | | | | | $ | 0.19 | | | | | | | | | | $ | (0.04 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
EBDT per share—diluted | | | | | | | | | $ | 0.19 | | | | | | | | | | $ | (0.04 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding—basic | | | | | | | | | | 14,354,703 | | | | | | | | | | | 14,310,367 | |
| | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding—diluted | | | | | | | | | | 14,368,763 | | | | | | | | | | | 14,310,367 | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 45.2% and 46.3% for the three months ended December 31, 2006 and 2005, respectively. |
11
Thomas Properties Group, Inc.
Supplemental Financial Information
EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES (EBDT) (Non-GAAP) – continued
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | For the twelve months ended December 31, 2006 | | | For the twelve months ended December 31, 2005 |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata |
Net (loss) income | | $ | (2,049 | ) | | $ | — | | $ | (2,049 | ) | | $ | 644 | | $ | — | | $ | 644 |
Deferred income tax expense | | | 635 | | | | — | | | 635 | | | | 698 | | | — | | | 698 |
Minority interests | | | (1,105 | ) | | | — | | | (1,105 | ) | | | 1,231 | | | — | | | 1,231 |
Depreciation and amortization | | | 12,661 | | | | 14,766 | | | 27,427 | | | | 12,408 | | | 14,387 | | | 26,795 |
Depreciation and amortization of discontinued operations | | | | | | | | | | | | | | | | | 1,063 | | | 1,063 |
Depreciation and amortization and accretion from cumulative effect of change in accounting principal | | | | | | | | | | | | | | | | | 319 | | | 319 |
Amortization of loan costs | | | 487 | | | | 1,580 | | | 2,067 | | | | 563 | | | 798 | | | 1,361 |
| | | | | | | | | | | | | | | | | | | | |
EBDT | | $ | 10,629 | | | $ | 16,346 | | $ | 26,975 | | | $ | 15,544 | | $ | 16,567 | | $ | 32,111 |
| | | | | | | | | | | | | | | | | | | | |
TPGI share of EBDT (1) | | $ | 4,787 | | | $ | 7,429 | | $ | 12,216 | | | $ | 7,191 | | $ | 7,664 | | $ | 14,855 |
| | | | | | | | | | | | | | | | | | | | |
EBDT per share—basic | | | | | | | | | $ | 0.85 | | | | | | | | | $ | 1.04 |
| | | | | | | | | | | | | | | | | | | | |
EBDT per share—diluted | | | | | | | | | $ | 0.85 | | | | | | | | | $ | 1.04 |
| | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding—basic | | | | | | | | | | 14,339,032 | | | | | | | | | | 14,301,932 |
| | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding—diluted | | | | | | | | | | 14,352,913 | | | | | | | | | | 14,308,087 |
| | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 45.3% and 46.3% for the twelve months ended December 31, 2006 and 2005, respectively. |
12
Thomas Properties Group, Inc.
Supplemental Financial Information
AFTER TAX CASH FLOW (ATCF) (Non-GAAP)
(in thousands, except share and per share data)
(unaudited)
We define ATCF as net income (loss) excluding the following items: i) deferred income tax expense (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. Our management utilizes ATCF data in assessing performance of our business operations in period to period comparisons and for financial planning purposes. ATCF should be considered only as a supplement to net income as a measure of our performance. ATCF should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs. ATCF also should not be used as a supplement to or substitute for cash flow from operating activities (computed in accordance with GAAP).
Reconciliation of Net Income (Loss) to ATCF:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended December 31, 2006 | | | For the three months ended December 31, 2005 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net (loss) | | $ | (1,567 | ) | | $ | — | | | $ | (1,567 | ) | | $ | (2,900 | ) | | $ | — | | | $ | (2,900 | ) |
Deferred income tax (benefit) | | | 938 | | | | — | | | | 938 | | | | (2,113 | ) | | | — | | | | (2,113 | ) |
Minority interests | | | (867 | ) | | | — | | | | (867 | ) | | | (6,237 | ) | | | — | | | | (6,237 | ) |
Depreciation and amortization | | | 3,144 | | | | 3,628 | | | | 6,772 | | | | 3,024 | | | | 6,179 | | | | 9,203 | |
Depreciation and amortization of discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 129 | | | | 129 | |
Depreciation and amortization and accretion from cumulative effect of change in accounting principal | | | — | | | | — | | | | — | | | | — | | | | 319 | | | | 319 | |
Amortization of loan costs | | | 129 | | | | 555 | | | | 684 | | | | 115 | | | | 170 | | | | 285 | |
Non-cash compensation expense | | | 1,381 | | | | — | | | | 1,381 | | | | 116 | | | | — | | | | 116 | |
Straight-line rent adjustments | | | 1,478 | | | | (538 | ) | | | 940 | | | | 1,286 | | | | (771 | ) | | | 515 | |
Fair market value of rent adjustments | | | (1 | ) | | | 36 | | | | 35 | | | | (88 | ) | | | (63 | ) | | | (151 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF | | $ | 4,635 | | | $ | 3,681 | | | $ | 8,316 | | | $ | (6,797 | ) | | $ | 5,963 | | | $ | (834 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF (1) | | $ | 2,093 | | | $ | 1,662 | | | $ | 3,755 | | | $ | (3,144 | ) | | $ | 2,758 | | | $ | (386 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – basic | | | | | | | | | | $ | 0.26 | | | | | | | | | | | $ | (0.03 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – diluted | | | | | | | | | | $ | 0.26 | | | | | | | | | | | $ | (0.03 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding—basic | | | | | | | | | | | 14,354,703 | | | | | | | | | | | | 14,310,367 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding—diluted | | | | | | | | | | | 14,368,763 | | | | | | | | | | | | 14,310,367 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 45.2% and 46.3% for the three months ended December 31, 2006 and 2005, respectively. |
13
Thomas Properties Group, Inc.
Supplemental Financial Information
AFTER TAX CASH FLOW (ATCF) (Non-GAAP) – continued
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the twelve months ended December 31, 2006 | | | For the twelve months ended December 31, 2005 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net (loss) income | | $ | (2,049 | ) | | $ | — | | | $ | (2,049 | ) | | $ | 644 | | | $ | — | | | $ | 644 | |
Deferred income tax (benefit) expense | | | 635 | | | | — | | | | 635 | | | | 698 | | | | — | | | | 698 | |
Minority interests | | | (1,105 | ) | | | — | | | | (1,105 | ) | | | 1,231 | | | | — | | | | 1,231 | |
Depreciation and amortization | | | 12,661 | | | | 14,766 | | | | 27,427 | | | | 12,408 | | | | 14,387 | | | | 26,795 | |
Depreciation and amortization of discontinued operations | | | | | | | | | | | | | | | | | | | 1,063 | | | | 1,063 | |
Depreciation and amortization and accretion from cumulative effect of change in accounting principal | | | | | | | | | | | | | | | | | | | 319 | | | | 319 | |
Amortization of loan costs | | | 487 | | | | 1,580 | | | | 2,067 | | | | 563 | | | | 798 | | | | 1,361 | |
Non-cash compensation expense | | | 3,754 | | | | — | | | | 3,754 | | | | 505 | | | | — | | | | 505 | |
Straight-line rent adjustments | | | 5,543 | | | | (3,288 | ) | | | 2,255 | | | | 5,404 | | | | (1,731 | ) | | | 3,673 | |
Fair market value of rent adjustments | | | (259 | ) | | | 76 | | | | (183 | ) | | | (283 | ) | | | (217 | ) | | | (500 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF | | $ | 19,667 | | | $ | 13,134 | | | $ | 32,801 | | | $ | 21,170 | | | $ | 14,619 | | | $ | 35,789 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF (1) | | $ | 8,890 | | | $ | 5,970 | | | $ | 14,860 | | | $ | 9,793 | | | $ | 6,763 | | | $ | 16,556 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share—basic | | | | | | | | | | $ | 1.04 | | | | | | | | | | | $ | 1.16 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share—diluted | | | | | | | | | | $ | 1.04 | | | | | | | | | | | $ | 1.16 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding—basic | | | | | | | | | | | 14,339,032 | | | | | | | | | | | | 14,301,932 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding—diluted | | | | | | | | | | | 14,352,913 | | | | | | | | | | | | 14,308,087 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 45.3% and 46.3% for the twelve months ended December 31, 2006 and 2005, respectively. |
14
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Twelve months ended December 31, | |
| | 2006 | | | 2005 | | | 2006 | | | 2005 | |
Property management, leasing, and development services fees | | $ | 7,715 | | | $ | 4,579 | | | $ | 23,602 | | | $ | 15,138 | |
Investment advisory fee: | | | | | | | | | | | | | | | | |
Asset management fees | | | 1,574 | | | | 1,067 | | | | 5,372 | | | | 3,466 | |
Acquisition and disposition fees | | | — | | | | 44 | | | | 1,475 | | | | 2,384 | |
| | | | | | | | | | | | | | | | |
Total gross fee revenues | | | 9,289 | | | | 5,690 | | | | 30,449 | | | | 20,988 | |
| | | | |
Elimination of intercompany fee revenues | | | (2,676 | ) | | | (1,906 | ) | | | (8,295 | ) | | | (7,479 | ) |
| | | | | | | | | | | | | | | | |
Total net fee revenues | | $ | 6,613 | | | $ | 3,784 | | | $ | 22,154 | | | $ | 13,509 | |
| | | | | | | | | | | | | | | | |
15
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA (as of December 31, 2006)
Our Ownership Properties
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | TPGI Percentage Interest | | | Year Built/ Renovated | | Rentable Square Feet (1) | | Percent Leased (2) | | | Estimated Year Stabilized (3) | | Estimated Stabilized Net Operating Income (NOI) (4) | | | Expected Capital Expenditures to Complete Stabilization (5) | | Loan Balance at December 31, 2006 | |
Consolidated properties: | | | | | | | | | | | | | | | | | | | | | | | | | |
One Commerce Square | | Philadelphia, PA | | 89.0 | %(6) | | 1987 | | 942,866 | | 93.8 | % | | N/A | | $ | 12,827,000 | | | | N/A | | $ | 130,000,000 | |
Two Commerce Square | | Philadelphia, PA | | 89.0 | (6) | | 1992 | | 953,276 | | 99.3 | | | N/A | | | 14,523,000 | (7) | | | N/A | | | 159,235,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total/Weighted Average: | | | | | | | | | 1,896,142 | | 96.6 | % | | | | $ | 27,350,000 | | | | | | $ | 289,235,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Unconsolidated properties: | | | | | | | | | | | | | | | | | | | | | | | | | |
2121 Market Street (8) | | Philadelphia, PA | | 50.0 | % | | 2001 | | 20,835 | | 100.0 | % | | N/A | | $ | 2,183,000 | | | $ | N/A | | $ | 19,404,000 | |
Reflections I | | Reston, VA | | 25.0 | | | 2000 | | 123,546 | | 100.0 | | | N/A | | | 2,782,000 | | | | N/A | | | 22,870,000 | |
Reflections II | | Reston, VA | | 25.0 | | | 1984/2001 | | 64,253 | | 100.0 | | | N/A | | | 1,508,000 | | | | N/A | | | 9,529,000 | |
2500 City West | | Houston, TX | | 25.0 | | | 1982 | | 578,284 | | 93.2 | | | N/A | | | 7,124,000 | | | | N/A | | | 73,113,000 | |
City National Plaza | | Los Angeles, CA | | 21.3 | | | 1972-1973 | | 2,496,084 | | 71.9 | | | 2009 | | | 61,657,000 | | | | 134,179,000 | | | 472,333,000 | |
Four Falls Corporate Center | | Conshohocken, PA | | 25.0 | | | 1987 | | 253,985 | | 88.6 | | | 2008 | | | 4,928,000 | | | | 5,569,000 | | | 50,067,000 | |
Oak Hill Plaza | | Wayne/King of Prussia, PA | | 25.0 | | | 1982 | | 164,360 | | 90.3 | | | 2009 | | | 2,458,000 | | | | 1,071,000 | | | 40,700,000 | |
Walnut Hill Plaza | | Wayne/King of Prussia, PA | | 25.0 | | | 1986 | | 150,573 | | 65.1 | | | 2009 | | | 1,817,000 | | | | 2,018,000 | | | — | (9) |
San Felipe Plaza | | Houston, TX | | 25.0 | | | 1984 | | 980,472 | | 87.1 | | | 2007 | | | 11,577,000 | | | | 11,931,000 | | | 103,620,000 | |
Brookhollow Central I, II and III | | Houston, TX | | 25.0 | | | 1972/1979/1981 | | 804,181 | | 55.6 | | | 2009 | | | 8,228,000 | | | | 34,780,000 | | | 54,984,000 | |
Intercontinental Center | | Houston, TX | | 25.0 | | | 1983 | | 196,895 | | 75.1 | | | 2007 | | | 1,837,000 | | | | 1,696,000 | | | — | (10) |
CityWestPlace | | Houston, TX | | 25.0 | | | 1993/1998/2001 | | 1,473,020 | | 95.6 | | | 2007 | | | 21,476,000 | | | | 7,864,000 | | | 203,400,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total/Weighted Average: | | | | | | | | | 7,306,488 | | 80.3 | % | | | | $ | 127,575,000 | | | $ | 199,108,000 | | $ | 1,050,020,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Square footage for 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. Some of the properties have been re-measured in accordance with Building Owners and Managers Association (BOMA) 1996 standards, and the rentable area for these properties reflects the BOMA 1996 measurement guidelines. For the other properties, the rentable area is calculated consistent with leases in place on the property and local market conventions. |
(2) | Percent leased represents the sum of the square footage of the signed leases as a percentage of rentable area described in (1) above. |
(3) | For properties under renovation, represents the year in which stabilization, or 93% occupancy, is expected to occur. |
(4) | For properties stabilized as of December 31, 2006, estimated stabilized net operating income (NOI) represents the expected annualized NOI as of December 31, 2006. For properties expected to become stabilized in future years, estimated stabilized NOI represents the sum of i) the annualized straight-line rent under existing leases which will be in place in the year the properties are stabilized, calculated as if the leases began in the year of stabilization; ii) the annualized expected straight-line market rent for the remaining space (up to the stabilized occupancy percentage); and iii) estimated parking and other income, less estimated operating expenses. |
(5) | For properties under renovation, represents the capital expenditures, including tenant improvements and leasing commissions, expected to be spent to complete the stabilization of the property. |
(6) | TPGI has an option to purchase the remaining 11% interests in One Commerce Square and Two Commerce Square for a maximum price of $4 million that we expect to exercise following October 2007. |
(7) | A major lease at Two Commerce Square which expires in 2008 and 2009 is at rates that are above market rates. The estimated stabilized NOI above does not include the over-market rental amount. The estimated present value of the over-market rent as of December 31, 2006 is approximately $22,210,000. |
(8) | The square footage and occupancy information presented for 2121 Market Street represents the information for two retail/office tenants only, and excludes the 168 residential units comprising of 132,823 square feet. |
(9) | The loan balance for this property is included with Oak Hill Plaza. |
(10) | The loan balance for this property is included with Brookhollow Central I, II and III. |
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Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA (as of December 31, 2006)—continued
Our Development Properties
| | | | | | | | | | | | | | | | | | | |
Development Properties | | Location | | TPGI Percentage Interest | | | Number of Acres | | | Potential Property Types | | Potential Square Feet Upon Completion/ Development | | | Book Value | | Loan Balance |
Four Points Centre | | Austin, TX | | 100 | % | | 259.8 | (1) | | Office/Retail/R&D/Hotel | | 1,660,000 | (2) | | $ | 19,005,000 | | $ | 4,000,000 |
Murano | | Philadelphia, PA | | 73 | (3) | | 1.1 | | | Residential | | 576,000 | (4) | | | 36,511,000 | | | 17,434,000 |
2100 JFK Boulevard | | Philadelphia, PA | | 100 | | | 0.7 | | | Office/Retail/Residential | | 391,000 | | | | 4,867,000 | | | — |
Campus El Segundo | | El Segundo, CA | | 100 | | | 26.1 | | | Office/Retail/R&D/Hotel | | 1,925,000 | (5) | | | 36,389,000 | | | 17,259,000 |
2500 City West land | | Houston, TX | | 25 | | | 6.3 | | | Office/Retail/Hotel/Residential | | 500,000 | | | | 6,714,000 | | | — |
CityWestPlace land | | Houston, TX | | 25 | | | 24.0 | | | Office/Retail/Hotel/Residential | | 1,500,000 | | | | 20,333,000 | | | — |
| | | | | | | | | | | | | | | | | | | |
Total | | | | | | | 318.0 | | | | | 6,552,000 | | | $ | 123,819,000 | | $ | 38,693,000 |
| | | | | | | | | | | | | | | | | | | |
(1) | Includes 182 acres designated as a habitat preserve. |
(2) | The property will support the development of 280,000 square feet of office space, 230,000 square feet of retail space, 900,000 square feet of office and research and development space, and a 250,000 square foot (approximately 250 rooms) hotel. |
(3) | We have a $20.5 million preferred equity interest in Murano, and as of December 31, 2006, have contributed $11,662,000. Excluding the preferred equity interest, we own a 73.0% ownership interest in Murano. |
(4) | The construction of Murano, a 302-unit high-rise residential condominium project, commenced in the second quarter of 2006. |
(5) | The total Campus El Segundo development project is comprised of 46.5 acres and, as currently planned, will consist of up to 2.175 million square feet of mixed-use development. A 14.1 acre parcel, which may include up to approximately 250,000 square feet of development, was sold in September 2006. In addition, in September 2006, a 5.4 acre parcel was sold and a 1.0 acre parcel of the Campus El Segundo property was deeded to the City of El Segundo. The remaining 26.1 acre parcel will support up to 1.9 million square feet of development. |
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Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA (as of December 31, 2006) – continued
Our Managed Properties
| | | | | | | | | |
Managed Properties | | Location | | Year Built/Renovated | | Rentable Square Feet | | Percent Leased | |
800 South Hope Street | | Los Angeles, CA | | 1985/2000 | | 242,176 | | 90.1 | % |
Valencia Town Center | | Valencia, CA | | 1996-2001 | | 393,626 | | 98.4 | |
Pacific Financial Plaza | | Newport Beach, CA | | 1982/1993 | | 279,474 | | 99.0 | |
1835 Market Street | | Philadelphia, PA | | 1987 | | 686,503 | | 92.7 | |
CalEPA Headquarters | | Sacramento, CA | | 2000 | | 950,939 | | 100.0 | |
| | | | | | | | | |
Total/Weighted Average | | | | | | 2,552,718 | | 96.7 | % |
| | | | | | | | | |
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Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY
(in thousands)
A summary of our outstanding consolidated debt as of December 31, 2006 is as follows:
| | | | | | | | |
| | Interest rate | | | Outstanding debt | | Maturity date |
Secured debt | | | | | | | | |
One Commerce Square mortgage loan (1) | | 5.7 | % | | $ | 130,000 | | 1/6/16 |
Two Commerce Square: | | | | | | | | |
Mortgage loan (2) | | 6.3 | | | | 114,564 | | 5/09/13 |
Senior mezzanine loan (3) (4) | | 17.5 | | | | 40,564 | | 1/09/10 |
Junior mezzanine loan (3) (5) | | 15.0 | | | | 4,107 | | 1/09/10 |
Campus El Segundo mortgage loan (6) | | Prime Rate or LIBOR + 2.25 | | | | 17,259 | | 10/10/07 |
Four Points Centre mortgage loan (7) | | Prime Rate | | | | 4,000 | | 8/28/07 |
| | | | | | | | |
Total secured debt | | | | | $ | 310,494 | | |
| | | | | | | | |
Unsecured and other debt | | | | | | | | |
| | | |
Murano loan (8) | | LIBOR + 1.50 | % | | | 17,434 | | 9/26/07 |
Former minority partner (9) | | 5.0 | | | | 3,900 | | 10/12/09 |
| | | | | | | | |
| | | | | $ | 21,334 | | |
| | | | | | | | |
Weighted-average interest rate at December 31, 2006 | | 7.6 | % | | | | | |
(1) | The mortgage loan is subject to interest only payments for the first five years, and thereafter, principal and interest payments are due based on a thirty-year amortization schedule. The loan is subject to yield maintenance payments for any prepayments prior to October 2015, and beginning January 2009, may be defeased. |
(2) | The mortgage loan may be defeased, and beginning February 2012, may be prepaid. |
(3) | 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. |
(4) | 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 December 31, 2006 was 17.5% 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. |
(5) | 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 a prepayment penalty in the amount of the greater of 3% of the principal amount or a yield maintenance premium. The loan is secured by our ownership interest in the real estate entities that own Two Commerce Square. |
(6) | The weighted average interest rate as of December 31, 2006 was 7.8% per annum. |
(7) | The prime rate as of December 31, 2006 was 8.25% per annum. |
(8) | A subsidiary of our operating partnership pledged its preferred equity interest in Murano to a lender for $17,434,000. With the consent of the lender, the maturity date can be extended until September 2008. The operating partnership has guaranteed this loan. |
(9) | The loan is due to our former minority partner in TPG-El Segundo Partners, LLC. Principal and interest are due at maturity. |
19
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY – continued
(in thousands)
As of December 31, 2006, our company had investments in entities owning 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 unconsolidated properties as of December 31, 2006:
| | | | | | | | | | | |
| | Interest Rate | | | Principal Amount | | Maturity Date | | TPGI Share of Principal Amount |
City National Plaza (1) | | | | | | | | | | | |
Senior mortgage loan | | LIBOR + 1.07 | %(2) | | $ | 355,300 | | 7/17/08 | | $ | 75,827 |
Senior mezzanine loan (Note A) | | LIBOR + 2.59 | (2) | | | 12,026 | | 7/17/08 | | | 2,567 |
Senior mezzanine loan (Note B) | | LIBOR + 1.90 | (2) | | | 24,000 | | 7/17/08 | | | 5,122 |
Senior mezzanine loan (Note C) | | LIBOR + 2.25 | (2) | | | 24,000 | | 7/17/08 | | | 5,122 |
Senior mezzanine loan (Note D) | | LIBOR + 2.50 | (2) | | | 24,000 | | 7/17/08 | | | 5,122 |
Senior mezzanine loan (Note E) | | LIBOR + 3.05 | (2) | | | 22,700 | | 7/17/08 | | | 4,845 |
Junior mezzanine loan | | LIBOR + 5.00 | (2) | | | 10,307 | | 7/17/08 | | | 2,200 |
CityWestPlace | | | | | | | | | | | |
Senior mortgage loan | | 6.16 | | | | 121,000 | | 6/6/16 | | | 30,250 |
Senior mortgage loan | | LIBOR + 1.25 | (2) | | | 82,400 | | 6/1/08 | | | 20,600 |
San Felipe Plaza | | | | | | | | | | | |
Senior mortgage loan | | 5.28 | | | | 101,500 | | 8/11/10 | | | 25,375 |
Senior mortgage loan | | LIBOR + 3.00 | | | | 2,120 | | 8/11/10 | | | 530 |
2500 City West | | | | | | | | | | | |
Senior mortgage loan | | 5.28 | | | | 70,000 | | 8/11/10 | | | 17,500 |
Senior mortgage loan | | LIBOR + 3.00 | | | | 3,113 | | 8/11/10 | | | 778 |
Brookhollow Central I, II, and III / Intercontinental Center | | | | | | | | | | | |
Senior mortgage loan | | LIBOR + 2.25 | (2) | | | 53,000 | | 8/9/07 | | | 13,250 |
Senior mortgage loan | | LIBOR + 3.30 | (2) | | | 1,984 | | 8/9/07 | | | 496 |
Four Falls Corporate Center | | | | | | | | | | | |
Note A | | 5.31 | | | | 42,200 | | 3/6/10 | | | 10,550 |
Note B (3) | | LIBOR + 3.25 | (2)(4) | | | 7,867 | | 3/6/10 | | | 1,967 |
Oak Hill Plaza/Walnut Hill Plaza | | | | | | | | | | | |
Note A | | 5.31 | | | | 35,300 | | 3/6/10 | | | 8,825 |
Note B (3) | | LIBOR + 3.25 | (2)(4) | | | 5,400 | | 3/6/10 | | | 1,350 |
2121 Market Street (5) | | 6.05 | | | | 19,404 | | 8/1/33 | | | 9,702 |
Reflections I | | 5.23 | | | | 22,870 | | 4/1/15 | | | 5,718 |
Reflections II | | 5.22 | | | | 9,529 | | 4/1/15 | | | 2,382 |
| | | | | | | | | | | |
| | | | | $ | 1,050,020 | | | | $ | 250,078 |
| | | | | | | | | | | |
Weighted-average interest rate at December 31, 2006 | | 6.06 | % | | | | | | | | |
(1) | The senior mortgage loan and senior mezzanine loans B through E are subject to exit fees equal to .25% of the loan amounts. The senior mezzanine loan A and junior mezzanine loan, with maximum borrowings up to $70 million and $60 million, respectively, are subject to an exit fee equal to .5% of the outstanding loan amount. Under certain circumstances all of the exit fees will be waived. |
(2) | The joint venture that owns these properties has purchased interest rate cap agreements for the funded portion of these loans. |
(3) | These loans are subject to exit fees equal to 1% of the loan amounts, however, under certain circumstances the exit fees will be waived. |
(4) | These loans bear interest at the greater of the one month LIBOR or 2.25%, plus the applicable margin. As of December 31, 2006, one month LIBOR exceeded 2.25%. |
20
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY – continued
(5) | 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. |
21
Thomas Properties Group, Inc.
Supplemental Financial Information
CAPITAL STRUCTURE
(in thousands, except share data)
The following is the capital structure of TPGI as of December 31, 2006:
| | | | | |
Debt | | | | Aggregate Principal |
Mortgage loans | | | | $ | 265,823 |
Other loans | | | | | 66,005 |
| | | | | |
Total consolidated debt | | | | | 331,828 |
Company share of unconsolidated debt | | | | | 249,887 |
| | | | | |
Total combined debt | | | | $ | 581,715 |
| | | | | |
| | |
Equity | | Shares/Units Outstanding | | Market Value (1) |
Common stock | | 14,418,261 | | $ | 230,836 |
Operating partnership units | | 17,516,669 | | | 280,442 |
| | | | | |
Total common equity | | 31,934,930 | | $ | 511,278 |
| | | | | |
Total consolidated market capitalization | | | | $ | 843,106 |
| | | | | |
Total combined market capitalization (2) | | | | $ | 1,092,993 |
| | | | | |
(1) | Based on the closing price of $16.01 per share of TPGI common stock on December 31, 2006. |
(2) | Includes TPGI’s share of debt of unconsolidated real estate entities. |
22
Thomas Properties Group, Inc.
Supplemental Financial Information
OTHER 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 Market Listing |
Diana M. Laing | | Computershare Trust Company | | NASDAQ: TPGI |
Chief Financial Officer | | P.O. Box 43023 | | |
515 South Flower Street | | Providence, RI 02940-3023 | | |
Sixth Floor | | Phone: (781) 575-2879 | | |
Los Angeles, CA 90071 | | | | |
Phone: (213) 613-1900 | | | | |
E-mail: dlaing@tpgre.com | | | | |
| | | | |
Board of Directors and Executive Officers | | |
James A. Thomas | | Chairman, President and CEO | | |
Randall L. Scott | | Executive Vice President, Director | | |
John R. Sischo | | Executive Vice President, Director | | |
Thomas S. Ricci | | Executive Vice President | | |
Diana M. Laing | | Chief Financial Officer and Secretary | | |
Robert D. Morgan | | Senior Vice President, Accounting and Administration | | |
R. Bruce Andrews | | Director | | |
Edward D. Fox | | Director | | |
John L. Goolsby | | Director | | |
Winston H. Hickox | | Director | | |
23