Exhibit 99.1
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Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended December 31, 2008
Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended December 31, 2008
TABLEOF CONTENTS
| | |
Corporate | | |
Company Background | | 1 |
| |
Supplemental Financial Information | | |
Operating and Financial Information | | 2 |
Consolidated Statements of Operations | | 3 |
Consolidated Balance Sheets | | 4 |
Unconsolidated Real Estate Entities Statements of Operations | | 5 |
Unconsolidated Real Estate Entities Balance Sheets | | 6 |
Pro-Rata Consolidated Statements of Operations (Non-GAAP) | | 7 |
Pro-Rata Consolidated Balance Sheets (Non-GAAP) | | 9 |
Earnings Before Depreciation, Amortization and Taxes (Non-GAAP) | | 10 |
After Tax Cash Flow (Non-GAAP) | | 12 |
Investment Advisory, Management, Leasing and Development Services | | 14 |
Portfolio Data | | 15 |
Debt Summary | | 19 |
Capital Structure | | 21 |
Other Information | | 22 |
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 annual reports on Form 10-K and our quarterly reports on Form 10-Q, which are filed with the SEC.
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 primarily office, as well as mixed-use and residential properties on a nationwide basis. Our primary areas of focus are acquisition and ownership of premier properties (both on a consolidated basis and through strategic joint ventures), property development and redevelopment, and investment and property management activities.
Our properties are located in Southern California and Sacramento, California; Philadelphia, Pennsylvania; Northern Virginia; Houston, Texas; and Austin, Texas. As of December 31, 2008, we own interests in and asset manage 26 operating properties with 13.2 million rentable square feet and provide asset and/or property management services on behalf of third parties for an additional four operating properties with 2.2 million rentable square feet.
Our Investment Management Platform
Our sponsorship of partnerships and joint ventures provides us with additional institutional capital for investment and shared risk exposure. These entities provide us with the opportunity to earn fees for asset management, property management, leasing and other services, as well as possible carried interest or promote fees.
We have entered into an agreement with UBS Wealth Management – North American Property Fund Limited to acquire stabilized office properties in the United States. UBS has committed $250 million (all of which is unfunded), subject to certain conditions, and we expect to generally contribute 15% of the equity required for each acquisition. The objective of this joint venture program is to acquire Class A office properties in markets with attractive investment and demographic characteristics.
Our Thomas High Performance Green Fund is intended to invest in commercial properties to be developed or redeveloped into high performance, energy-efficient, high productivity buildings. The fund currently has total capital commitments of $180 million, of which we have committed $50 million, and all of which is unfunded. The Green Fund is expected to invest nationally, focusing on markets with green sensibility and attractive office fundamentals. Green Fund investments will potentially merit ratings from the U. S. Green Building Council’s LEED Green Building Rating System.
TPG/CalSTRS is a value-add/core-plus joint venture with total capital commitments of $378.3 million of which $21.5 million is unfunded. This joint venture, in which we own a 25% interest, currently owns twelve office properties. The joint venture also holds a
25% interest in a joint venture which owns an additional ten office properties in Austin, Texas.
Our Development Pipeline
We substantially completed construction and received certificates of occupancy for all of the condominium units at Murano, a 302-unit high rise residential condominium project in downtown Philadelphia, in the third quarter of 2008. We had closed the sale of 111 units and 107 parking spaces and had an additional 14 units and 12 parking spaces under contract of sale as of December 31, 2008. We recognize revenues and expenses related to the units and parking spaces sold and under contract under the percentage-of-completion method of accounting.
Our Campus El Segundo development project consists of 26.1 acres and is entitled for 1.9 million square feet of office, retail, research and development and hotel uses. All scheduled infrastructure improvements to the site, with the exception of the provision of permanent power, are complete.
We have been engaged by NBC Universal to entitle and master plan approximately 124 acres on their Universal Studios Hollywood backlot for housing and related retail and community-serving uses. We are pursuing environmental clearance and governmental approvals for approximately 2,937 residential units and 180,000 square feet of retail and community-serving space.
Separately, our entitlement efforts targeting approximately 1.5 million square feet proceed at MetroStudio@Lankershim in Los Angeles. The first phase of this transit-oriented development is planned to become television production facility and office space in conjunction with the space needs of NBC Universal. The project is located at the Metro Rail’s Universal City Station, and is being designed as a sustainable development targeting silver certification from the USGBC’s LEED Green Building Rating System.
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Thomas Properties Group, Inc.
Supplemental Financial Information
OPERATINGAND 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 present these financial measures under the pro-rata consolidation method to 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 10-11 for a discussion of EBDT and a reconciliation of EBDT to net income (loss) and pages 12-13 for a discussion of ATCF and a reconciliation of ATCF to net income (loss).
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Thomas Properties Group, Inc.
Supplemental Financial Information
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Twelve months ended December 31, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
| | (unaudited) | | | (unaudited) | | | (unaudited) | | | (audited) | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 7,206 | | | $ | 8,072 | | | $ | 30,523 | | | $ | 32,646 | |
Tenant reimbursements | | | 5,758 | | | | 6,474 | | | | 25,874 | | | | 26,371 | |
Parking and other | | | 1,122 | | | | 1,076 | | | | 3,869 | | | | 3,917 | |
Investments advisory, management, leasing and development services | | | 1,624 | | | | 1,841 | | | | 7,194 | | | | 12,750 | |
Investment advisory, management, leasing, and development services- unconsolidated real estate entities | | | 4,593 | | | | 4,830 | | | | 18,263 | | | | 17,921 | |
Reimbursement of property personnel costs | | | 1,004 | | | | 1,105 | | | | 6,079 | | | | 3,877 | |
Condominium sales | | | — | | | | — | | | | 79,758 | | | | — | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 21,307 | | | | 23,398 | | | | 171,560 | | | | 97,482 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Rental property operating and maintenance | | | 6,731 | | | | 5,862 | | | | 25,608 | | | | 22,690 | |
Real estate taxes | | | 1,720 | | | | 1,509 | | | | 6,482 | | | | 6,087 | |
Investment advisory, management, leasing, and development services | | | 2,280 | | | | 3,622 | | | | 14,800 | | | | 13,093 | |
Reimbursable property personnel costs | | | 1,004 | | | | 1,105 | | | | 6,079 | | | | 3,877 | |
Cost of condominium sales | | | 848 | | | | — | | | | 63,076 | | | | — | |
Rent-unconsolidated real estate entities | | | 93 | | | | 60 | | | | 284 | | | | 241 | |
Interest | | | 7,206 | | | | 5,316 | | | | 20,946 | | | | 17,721 | |
Depreciation and amortization | | | 3,268 | | | | 2,828 | | | | 11,766 | | | | 11,604 | |
General and administrative | | | 2,855 | | | | 4,334 | | | | 16,411 | | | | 17,326 | |
Impairment loss | | | 12,200 | | | | — | | | | 12,200 | | | | — | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 38,205 | | | | 24,636 | | | | 177,652 | | | | 92,639 | |
| | | | | | | | | | | | | | | | |
Gain on sale of real estate | | | — | | | | 1,151 | | | | 3,618 | | | | 4,441 | |
Gain from early extinguishment of debt | | | — | | | | — | | | | 255 | | | | — | |
Interest income | | | 454 | | | | 1,568 | | | | 2,795 | | | | 6,014 | |
Equity in net loss of unconsolidated real estate entities | | | (3,720 | ) | | | (5,487 | ) | | | (12,828 | ) | | | (14,853 | ) |
Minority interest – unitholders in the Operating Partnership | | | 7,809 | | | | 1,471 | | | | 4,683 | | | | (249 | ) |
Minority interests in consolidated real estate entities | | | 65 | | | | 35 | | | | 198 | | | | 122 | |
| | | | | | | | | | | | | | | | |
(Loss) income before benefit (provision) for income taxes | | | (12,290 | ) | | | (2,500 | ) | | | (7,371 | ) | | | 318 | |
Benefit (provision) for income taxes | | | 6,313 | | | | 931 | | | | 3,618 | | | | (1,221 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (5,977 | ) | | $ | (1,569 | ) | | $ | (3,753 | ) | | $ | (903 | ) |
| | | | | | | | | | | | | | | | |
Loss per share-basic and diluted | | $ | (0.25 | ) | | $ | (0.07 | ) | | $ | (0.16 | ) | | $ | (0.04 | ) |
Weighted average common shares-basic and diluted | | | 23,724,453 | | | | 23,643,502 | | | | 23,693,577 | | | | 20,739,371 | |
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Thomas Properties Group, Inc.
Supplemental Financial Information
CONSOLIDATED BALANCE SHEETS
(in thousands)
| | | | | | | | |
| | December 31, 2008 | | | December 31, 2007 | |
| | (unaudited) | | | (audited) | |
ASSETS | | | | | | | | |
Investments in real estate: | | | | | | | | |
Operating properties, net | | $ | 274,784 | | | $ | 237,250 | |
Land improvements – development properties | | | 101,495 | | | | 73,979 | |
Construction in progress | | | 1,274 | | | | 152,135 | |
Condominium units held for sale | | | 101,112 | | | | — | |
| | | | | | | | |
| | | 478,665 | | | | 463,364 | |
Investments in unconsolidated real estate entities | | | 33,791 | | | | 49,199 | |
Cash and cash equivalents | | | 69,023 | | | | 126,647 | |
Restricted cash | | | 16,665 | | | | 26,251 | |
Rents and other receivables, net | | | 4,452 | | | | 2,352 | |
Above market rents, net | | | 1,070 | | | | 1,148 | |
Receivables from condominium sales contracts, net | | | 10,485 | | | | — | |
Receivables from unconsolidated real estate entities | | | 4,701 | | | | 6,640 | |
Deferred rents | | | 10,604 | | | | 14,696 | |
Deferred leasing and loan costs, net | | | 15,018 | | | | 13,051 | |
Deferred tax asset | | | 17,267 | | | | 12,620 | |
Other assets, net | | | 5,120 | | | | 4,924 | |
| | | | | | | | |
Total assets | | $ | 666,861 | | | $ | 720,892 | |
| | | | | | | | |
| | |
| | December 31, 2008 | | | December 31, 2007 | |
| | (unaudited) | | | (audited) | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
Liabilities: | | | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 387,945 | | | $ | 396,007 | |
Accounts payable and other liabilities | | | 27,750 | | | | 53,531 | |
Unrecognized tax benefits | | | 17,078 | | | | 16,305 | |
Below market rents, net | | | 920 | | | | 946 | |
Deferred revenue | | | 819 | | | | 4,171 | |
Dividends and distributions payable | | | 2,377 | | | | 2,354 | |
Due to affiliate | | | — | | | | 2,000 | |
Prepaid rent | | | 2,819 | | | | 3,182 | |
| | | | | | | | |
Total liabilities | | | 439,708 | | | | 478,496 | |
| | | | | | | | |
Minority interests: | | | | | | | | |
Unitholders in the Operating Partnership | | | 87,039 | | | | 95,245 | |
Minority interests in consolidated real estate entities | | | 3,773 | | | | 4,581 | |
| | | | | | | | |
Total minority interests | | | 90,812 | | | | 99,826 | |
| | | | | | | | |
Stockholder’s equity: | | | | | | | | |
Common stock | | | 238 | | | | 237 | |
Limited voting stock | | | 145 | | | | 145 | |
Additional paid-in capital | | | 161,205 | | | | 157,799 | |
Retained deficit and dividends including $187 and $201 of other comprehensive loss as of December 31, 2008 and December 31, 2007, respectively | | | (25,247 | ) | | | (15,611 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 136,341 | | | | 142,570 | |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 666,861 | | | $ | 720,892 | |
| | | | | | | | |
4
Thomas Properties Group, Inc.
Supplemental Financial Information
UNCONSOLIDATED REAL ESTATE ENTITIES STATEMENTSOF OPERATIONS
(in thousands)
(unaudited)
The following are the combined statements of operations of our unconsolidated real estate entities for the three months and twelve months ended December 31, 2008 and 2007. See the list of our unconsolidated properties on page 15.
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Twelve months ended December 31, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 50,776 | | | $ | 51,101 | | | $ | 201,623 | | | $ | 171,169 | |
Tenant reimbursements | | | 23,277 | | | | 20,332 | | | | 87,622 | | | | 59,486 | |
Parking and other | | | 7,872 | | | | 8,639 | | | | 33,308 | | | | 29,870 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 81,925 | | | | 80,072 | | | | 322,553 | | | | 260,525 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Rental property operating and maintenance | | | 32,443 | | | | 34,151 | | | | 125,345 | | | | 109,180 | |
Real estate taxes | | | 11,260 | | | | 8,548 | | | | 44,674 | | | | 31,777 | |
Interest | | | 30,976 | | | | 36,905 | | | | 126,386 | | | | 118,183 | |
Depreciation and amortization | | | 30,575 | | | | 37,657 | | | | 125,565 | | | | 107,630 | |
Impairment loss | | | 4,840 | | | | — | | | | 4,840 | | | | — | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 110,094 | | | | 117,261 | | | | 426,810 | | | | 366,770 | |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (28,169 | ) | | | (37,189 | ) | | | (104,257 | ) | | | (106,245 | ) |
Gain on sale of real estate | | | — | | | | — | | | | — | | | | 7,932 | |
Minority interest | | | — | | | | (26 | ) | | | — | | | | (104 | ) |
Gain (loss) from discontinued operations | | | 1 | | | | (18 | ) | | | (104 | ) | | | (270 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (28,168 | ) | | $ | (37,233 | ) | | $ | (104,361 | ) | | $ | (98,687 | ) |
| | | | | | | | | | | | | | | | |
5
Thomas Properties Group, Inc.
Supplemental Financial Information
UNCONSOLIDATED REAL ESTATE ENTITIES BALANCE SHEETS
(in thousands)
(unaudited)
The following are the combined balance sheets of our unconsolidated real estate entities as of December 31, 2008 and December 31, 2007. See the list of our unconsolidated properties on page 15.
| | | | | | |
| | December 31, 2008 | | December 31, 2007 |
ASSETS | | | | | | |
Investments in real estate, net | | $ | 2,334,080 | | $ | 2,326,679 |
Land held for sale | | | 3,835 | | | 3,418 |
Cash and cash equivalents | | | 26,884 | | | 35,192 |
Restricted cash | | | 64,395 | | | 83,263 |
Rents and other receivables, net | | | 6,844 | | | 7,993 |
Above market rents, net | | | 2,988 | | | 5,562 |
Deferred rents | | | 65,534 | | | 54,963 |
Deferred leasing and loan costs, net | | | 168,980 | | | 201,229 |
Other assets | | | 5,705 | | | 5,289 |
Assets associated with discontinued operations | | | 86 | | | 28 |
| | | | | | |
Total assets | | $ | 2,679,331 | | $ | 2,723,616 |
| | | | | | |
LIABILITIES AND OWNERS’ EQUITY | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 2,237,717 | | $ | 2,162,556 |
Accounts and interest payable and other liabilities | | | 103,167 | | | 109,975 |
Below market rents, net | | | 80,467 | | | 99,002 |
Obligations associated with discontinued operations | | | 121 | | | 23 |
| | | | | | |
Total liabilities | | | 2,421,472 | | | 2,371,556 |
| | | | | | |
Owners’ equity | | | 257,859 | | | 352,060 |
| | | | | | |
Total liabilities and owners’ equity | | $ | 2,679,331 | | $ | 2,723,616 |
| | | | | | |
6
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 months ended December 31, 2008 and 2007, including reconciliation from the consolidated statements of operations to the pro-rata consolidated statements of operations.
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended December 31, 2008 | | | For the three months ended December 31, 2007 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 7,206 | | | $ | 9,579 | | $ | 16,785 | | | $ | 8,072 | | | $ | 9,484 | | | $ | 17,556 | |
Tenant reimbursements | | | 5,758 | | | | 3,961 | | | 9,719 | | | | 6,474 | | | | 3,062 | | | | 9,536 | |
Parking and other | | | 1,122 | | | | 1,368 | | | 2,490 | | | | 1,076 | | | | 1,433 | | | | 2,509 | |
Investment advisory, management, leasing and development services | | | 1,624 | | | | — | | | 1,624 | | | | 1,841 | | | | — | | | | 1,841 | |
Investment advisory, management, leasing, and development services-unconsolidated real estate entities | | | 4,593 | | | | 46 | | | 4,639 | | | | 4,830 | | | | 91 | | | | 4,921 | |
Reimbursement of property personnel costs | | | 1,004 | | | | — | | | 1,004 | | | | 1,105 | | | | — | | | | 1,105 | |
Condominium sales-percentage of completion | | | — | | | | — | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 21,307 | | | | 14,954 | | | 36,261 | | | | 23,398 | | | | 14,070 | | | | 37,468 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | |
Rental property operating and maintenance | | | 6,731 | | | | 5,651 | | | 12,382 | | | | 5,862 | | | | 5,710 | | | | 11,572 | |
Real estate taxes | | | 1,720 | | | | 1,825 | | | 3,545 | | | | 1,509 | | | | 1,311 | | | | 2,820 | |
Investment advisory, management, leasing, and development services | | | 2,280 | | | | — | | | 2,280 | | | | 3,622 | | | | — | | | | 3,622 | |
Reimbursable property personnel costs | | | 1,004 | | | | — | | | 1,004 | | | | 1,105 | | | | — | | | | 1,105 | |
Cost of condominium sales – percentage of completion | | | 848 | | | | — | | | 848 | | | | — | | | | — | | | | — | |
Rent-unconsolidated real estate entities | | | 93 | | | | — | | | 93 | | | | 60 | | | | — | | | | 60 | |
Interest | | | 7,206 | | | | 5,138 | | | 12,344 | | | | 5,316 | | | | 6,437 | | | | 11,753 | |
Depreciation and amortization | | | 3,268 | | | | 4,904 | | | 8,172 | | | | 2,828 | | | | 6,285 | | | | 9,113 | |
General and administrative | | | 2,855 | | | | — | | | 2,855 | | | | 4,334 | | | | — | | | | 4,334 | |
Impairment loss | | | 12,200 | | | | 1,210 | | | 13,410 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 38,205 | | | | 18,728 | | | 56,933 | | | | 24,636 | | | | 19,743 | | | | 44,379 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Gain on sale of real estate | | | — | | | | — | | | — | | | | 1,151 | | | | — | | | | 1,151 | |
Interest income | | | 454 | | | | 54 | | | 508 | | | | 1,568 | | | | 188 | | | | 1,756 | |
Equity in net loss of unconsolidated real estate entities | | | (3,720 | ) | | | 3,720 | | | — | | | | (5,487 | ) | | | 5,487 | | | | — | |
Minority interests – unitholders in the Operating Partnership | | | 7,809 | | | | — | | | 7,809 | | | | 1,471 | | | | — | | | | 1,471 | |
Minority interests in consolidated real estate entities | | | 65 | | | | — | | | 65 | | | | 35 | | | | — | | | | 35 | |
| | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before loss from discontinued operations | | | (12,290 | ) | | | — | | | (12,290 | ) | | | (2,500 | ) | | | 2 | | | | (2,498 | ) |
Loss from discontinued operations | | | — | | | | — | | | — | | | | — | | | | (2 | ) | | | (2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
Loss before benefit for income taxes | | | (12,290 | ) | | | — | | | (12,290 | ) | | | (2,500 | ) | | | — | | | | (2,500 | ) |
Benefit for income taxes | | | 6,313 | | | | — | | | 6,313 | | | | 931 | | | | — | | | | 931 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (5,977 | ) | | $ | — | | $ | (5,977 | ) | | $ | (1,569 | ) | | $ | — | | | $ | (1,569 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
7
Thomas Properties Group, Inc.
Supplemental Financial Information
PRO-RATA CONSOLIDATED STATEMENTSOF OPERATIONS (NON-GAAP)
(in thousands)
(unaudited)
The following are the pro-rata consolidated statements of operations of TPGI for the twelve months ended December 31, 2008 and 2007, including reconciliation from the consolidated statements of operations to the pro-rata consolidated statements of operations.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the twelve months ended December 31, 2008 | | | For the twelve months ended December 31, 2007 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 30,523 | | | $ | 38,600 | | | $ | 69,123 | | | $ | 32,646 | | | $ | 35,322 | | | $ | 67,968 | |
Tenant reimbursements | | | 25,874 | | | | 14,893 | | | | 40,767 | | | | 26,371 | | | | 10,647 | | | | 37,018 | |
Parking and other | | | 3,869 | | | | 5,551 | | | | 9,420 | | | | 3,917 | | | | 5,177 | | | | 9,094 | |
Investment advisory, management, leasing and development services | | | 7,194 | | | | — | | | | 7,194 | | | | 12,750 | | | | — | | | | 12,750 | |
Investment advisory, management, leasing, and development services-unconsolidated real estate entities | | | 18,263 | | | | 185 | | | | 18,448 | | | | 17,921 | | | | 91 | | | | 18,012 | |
Reimbursement of property personnel costs | | | 6,079 | | | | — | | | | 6,079 | | | | 3,877 | | | | — | | | | 3,877 | |
Condominium sales-percentage of completion | | | 79,758 | | | | — | | | | 79,758 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 171,560 | | | | 59,229 | | | | 230,789 | | | | 97,482 | | | | 51,237 | | | | 148,719 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Rental property operating and maintenance | | | 25,608 | | | | 22,176 | | | | 47,784 | | | | 22,690 | | | | 20,095 | | | | 42,785 | |
Real estate taxes | | | 6,482 | | | | 7,443 | | | | 13,925 | | | | 6,087 | | | | 5,893 | | | | 11,980 | |
Investment advisory, management, leasing, and development services | | | 14,800 | | | | — | | | | 14,800 | | | | 13,093 | | | | — | | | | 13,093 | |
Reimbursable property personnel costs | | | 6,079 | | | | — | | | | 6,079 | | | | 3,877 | | | | — | | | | 3,877 | |
Cost of condominium sales – percentage of completion | | | 63,076 | | | | — | | | | 63,076 | | | | — | | | | — | | | | — | |
Rent-unconsolidated real estate entities | | | 284 | | | | — | | | | 284 | | | | 241 | | | | — | | | | 241 | |
Interest | | | 20,946 | | | | 21,011 | | | | 41,957 | | | | 17,721 | | | | 23,140 | | | | 40,861 | |
Depreciation and amortization | | | 11,766 | | | | 20,508 | | | | 32,274 | | | | 11,604 | | | | 19,712 | | | | 31,316 | |
General and administrative | | | 16,411 | | | | — | | | | 16,411 | | | | 17,326 | | | | — | | | | 17,326 | |
Impairment loss | | | 12,200 | | | | 1,210 | | | | 13,410 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 177,652 | | | | 72,348 | | | | 250,000 | | | | 92,639 | | | | 68,840 | | | | 161,479 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gain on sale of real estate | | | 3,618 | | | | — | | | | 3,618 | | | | 4,441 | | | | 1,983 | | | | 6,424 | |
Gain from early extinguishment of debt | | | 255 | | | | — | | | | 255 | | | | — | | | | — | | | | — | |
Interest income | | | 2,795 | | | | 317 | | | | 3,112 | | | | 6,014 | | | | 757 | | | | 6,771 | |
Equity in net loss of unconsolidated real estate entities | | | (12,828 | ) | | | 12,828 | | | | — | | | | (14,853 | ) | | | 14,853 | | | | — | |
Minority interests – unitholders in the Operating Partnership | | | 4,683 | | | | — | | | | 4,683 | | | | (249 | ) | | | — | | | | (249 | ) |
Minority interests in consolidated real estate entities | | | 198 | | | | — | | | | 198 | | | | 122 | | | | — | | | | 122 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before (loss) income from discontinued operations | | | (7,371 | ) | | | 26 | | | | (7,345 | ) | | | 318 | | | | (10 | ) | | | 308 | |
(Loss) income from discontinued operations | | | — | | | | (26 | ) | | | (26 | ) | | | — | | | | 10 | | | | 10 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income before provision for income taxes | | | (7,371 | ) | | | — | | | | (7,371 | ) | | | 318 | | | | — | | | | 318 | |
Provision for income taxes | | | 3,618 | | | | — | | | | 3,618 | | | | (1,221 | ) | | | — | | | | (1,221 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (3,753 | ) | | $ | — | | | $ | (3,753 | ) | | $ | (903 | ) | | $ | — | | | $ | (903 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
8
Thomas Properties Group, Inc.
Supplemental Financial Information
PRO-RATA CONSOLIDATED BALANCE SHEETS (NON-GAAP)
(in thousands)
(unaudited)
The following are the pro-rata consolidated balance sheets of TPGI as of December 31, 2008 and December 31, 2007, including reconciliation from the consolidated balance sheets to the pro-rata consolidated balance sheets.
| | | | | | | | | | | | | | | | | | | | |
| | December 31, 2008 | | December 31, 2007 |
| | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Investments in real estate, net | | $ | 478,665 | | $ | 368,966 | | | $ | 847,631 | | $ | 463,364 | | $ | 366,874 | | | $ | 830,238 |
Investments in unconsolidated real estate entities | | | 33,791 | | | (33,791 | ) | | | — | | | 49,199 | | | (49,199 | ) | | | — |
Land held for sale | | | — | | | 959 | | | | 959 | | | — | | | 855 | | | | 855 |
Cash and cash equivalents | | | 69,023 | | | 4,021 | | | | 73,044 | | | 126,647 | | | 3,421 | | | | 130,068 |
Restricted cash | | | 16,665 | | | 13,095 | | | | 29,760 | | | 26,251 | | | 15,354 | | | | 41,605 |
Receivables from condominium sales contracts | | | 10,485 | | | — | | | | 10,485 | | | — | | | — | | | | — |
Rents and other receivables, net | | | 9,153 | | | 1,564 | | | | 10,717 | | | 8,992 | | | 1,450 | | | | 10,442 |
Above market rents, net | | | 1,070 | | | 643 | | | | 1,713 | | | 1,148 | | | 1,010 | | | | 2,158 |
Deferred rents | | | 10,604 | | | 14,221 | | | | 24,825 | | | 14,696 | | | 13,038 | | | | 27,734 |
Deferred leasing and loan costs, net | | | 15,018 | | | 26,826 | | | | 41,844 | | | 13,051 | | | 31,133 | | | | 44,184 |
Deferred tax asset | | | 17,267 | | | — | | | | 17,267 | | | 12,620 | | | — | | | | 12,620 |
Assets associated with discontinued operations | | | — | | | 22 | | | | 22 | | | — | | | 7 | | | | 7 |
Other assets | | | 5,120 | | | 1,047 | | | | 6,167 | | | 4,924 | | | 787 | | | | 5,711 |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 666,861 | | $ | 397,573 | | | $ | 1,064,434 | | $ | 720,892 | | $ | 384,730 | | | $ | 1,105,622 |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 387,945 | | $ | 372,999 | | | $ | 760,944 | | $ | 396,007 | | $ | 355,897 | | | $ | 751,904 |
Accounts payable and other liabilities | | | 27,750 | | | 15,959 | | | | 43,709 | | | 53,531 | | | 18,406 | | | | 71,937 |
Unrecognized tax benefits | | | 17,078 | | | — | | | | 17,078 | | | 16,305 | | | — | | | | 16,305 |
Below market rents, net | | | 920 | | | 7,209 | | | | 8,129 | | | 946 | | | 8,839 | | | | 9,785 |
Deferred revenue | | | 819 | | | — | | | | 819 | | | 4,171 | | | — | | | | 4,171 |
Dividends and distributions payable | | | 2,377 | | | — | | | | 2,377 | | | 2,354 | | | — | | | | 2,354 |
Due to affiliate | | | — | | | — | | | | — | | | 2,000 | | | — | | | | 2,000 |
Prepaid rent | | | 2,819 | | | 1,376 | | | | 4,195 | | | 3,182 | | | 1,582 | | | | 4,764 |
Obligations associated with discontinued operations | | | — | | | 30 | | | | 30 | | | — | | | 6 | | | | 6 |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 439,708 | | | 397,573 | | | | 837,281 | | | 478,496 | | | 384,730 | | | | 863,226 |
| | | | | | | | | | | | | | | | | | | | |
Minority interests | | | 90,812 | | | — | | | | 90,812 | | | 99,826 | | | — | | | | 99,826 |
Total stockholders’ equity | | | 136,341 | | | — | | | | 136,341 | | | 142,570 | | | — | | | | 142,570 |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 666,861 | | $ | 397,573 | | | $ | 1,064,434 | | $ | 720,892 | | $ | 384,730 | | | $ | 1,105,622 |
| | | | | | | | | | | | | | | | | | | | |
9
Thomas Properties Group, Inc.
Supplemental Financial Information
EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND 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) 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 in occupancy, rental rates, operating costs, development and redevelopment activities, general and administrative expenses, and interest costs; and EBDT 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, 2008 | | | For the three months ended December 31, 2007 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | |
Net loss | | $ | (5,977 | ) | | $ | — | | $ | (5,977 | ) | | $ | (1,569 | ) | | $ | — | | $ | (1,569 | ) |
Income tax benefit | | | (6,313 | ) | | | — | | | (6,313 | ) | | | (931 | ) | | | — | | | (931 | ) |
Minority interests – unitholders in the Operating Partnership | | | (7,809 | ) | | | — | | | (7,809 | ) | | | (1,506 | ) | | | — | | | (1,506 | ) |
Depreciation and amortization | | | 3,268 | | | | 4,904 | | | 8,172 | | | | 2,828 | | | | 6,285 | | | 9,113 | |
Amortization of loan costs | | | 212 | | | | 194 | | | 406 | | | | 82 | | | | 437 | | | 519 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | (16,619 | ) | | $ | 5,098 | | $ | (11,521 | ) | | | (1,096 | ) | | | 6,722 | | | 5,626 | |
| | | | | | | | | | | | | | | | | | | | | | |
TPGI share of EBDT (1) | | $ | (10,163 | ) | | $ | 3,118 | | $ | (7,045 | ) | | $ | (663 | ) | | $ | 4,068 | | $ | 3,405 | |
| | | | | | | | | | | | | | | | | | | | | | |
EBDT per share – basic | | | | | | | | | $ | (0.30 | ) | | | | | | | | | $ | 0.14 | |
| | | | | | | | | | | | | | | | | | | | | | |
EBDT per share – diluted | | | | | | | | | $ | (0.30 | ) | | | | | | | | | $ | 0.14 | |
| | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic | | | | | | | | | | 23,724,453 | | | | | | | | | | | 23,643,502 | |
| | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - diluted | | | | | | | | | | 23,724,453 | | | | | | | | | | | 23,643,502 | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 61.15% and 60.53% for the three months ended December 31, 2008 and 2007, respectively. |
10
Thomas Properties Group, Inc.
Supplemental Financial Information
EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND TAXES (EBDT) (NON-GAAP)
(in thousands, except share and per share data)
(unaudited)
Reconciliation of Net Income (Loss) to EBDT:
| | | | | | | | | | | | | | | | | | | | | | |
| | For the twelve months ended December 31, 2008 | | | For the twelve months ended December 31, 2007 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | |
Net loss | | $ | (3,753 | ) | | $ | — | | $ | (3,753 | ) | | $ | (903 | ) | | $ | — | | $ | (903 | ) |
Income tax expense | | | (3,618 | ) | | | — | | | (3,618 | ) | | | 1,221 | | | | — | | | 1,221 | |
Minority interests – unitholders in the Operating Partnership | | | (4,683 | ) | | | — | | | (4,683 | ) | | | 127 | | | | — | | | 127 | |
Depreciation and amortization | | | 11,766 | | | | 20,508 | | | 32,274 | | | | 11,604 | | | | 19,712 | | | 31,316 | |
Depreciation and amortization from discontinued operations | | | — | | | | — | | | — | | | | — | | | | 12 | | | 12 | |
Amortization of loan costs | | | 449 | | | | 1,284 | | | 1,733 | | | | 327 | | | | 1,681 | | | 2,008 | |
| | | | | | | | | | | | | | | | | | | | | | |
| | $ | 161 | | | $ | 21,792 | | $ | 21,953 | | | | 12,376 | | | | 21,405 | | | 33,781 | |
| | | | | | | | | | | | | | | | | | | | | | |
TPGI share of EBDT (1) | | $ | 98 | | | $ | 13,326 | | $ | 13,424 | | | $ | 6,943 | | | $ | 12,008 | | $ | 18,951 | |
| | | | | | | | | | | | | | | | | | | | | | |
EBDT per share – basic | | | | | | | | | $ | 0.57 | | | | | | | | | | $ | 0.91 | |
| | | | | | | | | | | | | | | | | | | | | | |
EBDT per share – diluted | | | | | | | | | $ | 0.57 | | | | | | | | | | $ | 0.91 | |
| | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic | | | | | | | | | | 23,693,577 | | | | | | | | | | | 20,739,371 | |
| | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - diluted | | | | | | | | | | 23,693,577 | | | | | | | | | | | 20,766,182 | |
| | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 61.15% and 56.1% for the twelve months ended December 31, 2008 and 2007, respectively. |
11
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) income tax expense (benefit); ii) minority interests; iii) non-cash charges for depreciation, amortization and asset impairment; 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, 2008 | | | For the three months ended December 31, 2007 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net loss | | $ | (5,977 | ) | | $ | — | | | $ | (5,977 | ) | | $ | (1,569 | ) | | $ | — | | | $ | (1,569 | ) |
Income tax benefit | | | (6,313 | ) | | | — | | | | (6,313 | ) | | | (931 | ) | | | — | | | | (931 | ) |
Minority interests – unitholders in the Operating Partnership | | | (7,809 | ) | | | — | | | | (7,809 | ) | | | (1,506 | ) | | | — | | | | (1,506 | ) |
Depreciation and amortization | | | 3,268 | | | | 4,904 | | | | 8,172 | | | | 2,828 | | | | 6,285 | | | | 9,113 | |
Amortization of loan costs | | | 212 | | | | 194 | | | | 406 | | | | 82 | | | | 437 | | | | 519 | |
Non-cash compensation expense | | | 1,038 | | | | — | | | | 1,038 | | | | 849 | | | | — | | | | 849 | |
Straight-line rent adjustments | | | 320 | | | | (454 | ) | | | (134 | ) | | | 1,473 | | | | (669 | ) | | | 804 | |
Fair market value of rent adjustments | | | 20 | | | | (338 | ) | | | (318 | ) | | | (12 | ) | | | (613 | ) | | | (625 | ) |
Impairment loss | | | 12,200 | | | | 1,210 | | | | 13,410 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF before income taxes | | $ | (3,041 | ) | | $ | 5,516 | | | $ | 2,475 | | | $ | 1,214 | | | $ | 5,440 | | | $ | 6,654 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF before income taxes (1) | | $ | (1,860 | ) | | $ | 3,374 | | | $ | 1,514 | | | $ | 735 | | | $ | 3,293 | | | $ | 4,028 | |
TPGI income tax expense-current | | | (294 | ) | | | — | | | | (294 | ) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF | | $ | (2,154 | ) | | $ | 3,374 | | | $ | 1,220 | | | $ | 735 | | | $ | 3,293 | | | $ | 4,028 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – basic | | | | | | | | | | $ | 0.05 | | | | | | | | | | | $ | 0.17 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – diluted | | | | | | | | | | $ | 0.05 | | | | | | | | | | | $ | 0.17 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding- basic | | | | | | | | | | | 23,724,453 | | | | | | | | | | | | 23,643,502 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding -diluted | | | | | | | | | | | 23,724,453 | | | | | | | | | | | | 23,643,502 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 61.15% and 60.53% for the three months ended December 31, 2008 and 2007, 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)
Reconciliation of Net Income (Loss) to ATCF:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the twelve months ended December 31, 2008 | | | For the twelve months ended December 31, 2007 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net loss | | $ | (3,753 | ) | | $ | — | | | $ | (3,753 | ) | | $ | (903 | ) | | $ | — | | | $ | (903 | ) |
Income tax expense | | | (3,618 | ) | | | — | | | | (3,618 | ) | | | 1,221 | | | | — | | | | 1,221 | |
Minority interests – unitholders in the Operating Partnership | | | (4,683 | ) | | | — | | | | (4,683 | ) | | | 127 | | | | — | | | | 127 | |
Depreciation and amortization | | | 11,766 | | | | 20,508 | | | | 32,274 | | | | 11,604 | | | | 19,712 | | | | 31,316 | |
Depreciation and amortization from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 12 | | | | 12 | |
Amortization of loan costs | | | 449 | | | | 1,284 | | | | 1,733 | | | | 327 | | | | 1,681 | | | | 2,008 | |
Non-cash compensation expense | | | 3,495 | | | | — | | | | 3,495 | | | | 3,765 | | | | — | | | | 3,765 | |
Straight-line rent adjustments | | | 3,433 | | | | (2,332 | ) | | | 1,101 | | | | 5,857 | | | | (3,410 | ) | | | 2,447 | |
Fair market value of rent adjustments | | | (80 | ) | | | (1,357 | ) | | | (1,437 | ) | | | (16 | ) | | | (1,428 | ) | | | (1,444 | ) |
Impairment loss | | | 12,200 | | | | 1,210 | | | | 13,410 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF before income taxes | | $ | 19,209 | | | $ | 19,313 | | | $ | 38,522 | | | $ | 21,982 | | | $ | 16,567 | | | $ | 38,549 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF before income taxes (1) | | $ | 11,746 | | | $ | 11,810 | | | $ | 23,556 | | | $ | 12,332 | | | $ | 9,294 | | | $ | 21,626 | |
TPGI income tax expense-current | | | (294 | ) | | | — | | | | (294 | ) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF | | $ | 11,452 | | | $ | 11,810 | | | $ | 23,262 | | | $ | 12,332 | | | $ | 9,294 | | | $ | 21,626 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – basic | | | | | | | | | | $ | 0.98 | | | | | | | | | | | $ | 1.04 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – diluted | | | | | | | | | | $ | 0.98 | | | | | | | | | | | $ | 1.04 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - basic | | | | | | | | | | | 23,693,577 | | | | | | | | | | | | 20,739,371 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - diluted | | | | | | | | | | | 23,693,577 | | | | | | | | | | | | 20,766,182 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 61.15% and 56.1% for the twelve months ended December 31, 2008 and 2007, respectively. |
13
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | | Twelve months ended December 31, | |
| | 2008 | | | 2007 | | | 2008 | | | 2007 | |
Property management, leasing, and development service fees | | $ | 6,480 | | | $ | 6,795 | | | $ | 29,297 | | | $ | 24,934 | |
Investment advisory fees: | | | | | | | | | | | | | | | | |
Asset management fees | | | 2,037 | | | | 2,045 | | | | 7,102 | | | | 7,536 | |
Acquisition and disposition fees | | | — | | | | 150 | | | | — | | | | 7,833 | |
| | | | | | | | | | | | | | | | |
Total fees | | | 8,517 | | | | 8,990 | | | | 36,399 | | | | 40,303 | |
Investment advisory, management, leasing and development services expenses | | | (2,280 | ) | | | (3,622 | ) | | | (14,800 | ) | | | (13,093 | ) |
| | | | | | | | | | | | | | | | |
Net investment advisory, management, leasing and development services income | | $ | 6,237 | | | $ | 5,368 | | | $ | 21,599 | | | $ | 27,210 | |
| | | | | | | | | | | | | | | | |
Reconciliation to GAAP Presentation: | | | | | | | | | | | | | | | | |
Total fees | | $ | 8,517 | | | $ | 8,990 | | | $ | 36,399 | | | $ | 40,303 | |
Elimination of intercompany fee revenues | | | (2,300 | ) | | | (2,319 | ) | | | (10,942 | ) | | | (9,632 | ) |
| | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services revenues | | $ | 6,217 | | | $ | 6,671 | | | $ | 25,457 | | | $ | 30,671 | |
| | | | | | | | | | | | | | | | |
14
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA AS OF DECEMBER 31, 2008
Our Ownership Properties
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | TPGI Percentage Interest | | | Rentable Square Feet (1) | | Percent Leased | | | Estimated Year Stabilized (2) | | Estimated Stabilized Net Operating Income (NOI) (3) | | | Expected Capital Expenditures to Complete Stabilization (4) | | Loan Balance at December 31, 2008 | |
Consolidated properties: | | | | | | | | | | | | | | | | | | | | | | | |
One Commerce Square | | Philadelphia, PA | | 100.0 | % | | 942,866 | | 92.9 | % | | | | $ | 13,569,000 | | | $ | — | | $ | 130,000,000 | |
Two Commerce Square | | Philadelphia, PA | | 100.0 | | | 953,276 | | 86.1 | | | 2012 | | | 16,307,000 | | | | 12,225,000 | | | 144,614,000 | |
Four Points Centre (B2) | | Austin, TX | | 100.0 | | | 192,000 | | — | | | 2010 | | | 3,185,000 | | | | 8,239,000 | | | 28,527,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total/Weighted Average | | | | | | | 2,088,142 | | 81.3 | % | | | | $ | 33,061,000 | | | $ | 20,464,000 | | $ | 303,141,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Unconsolidated properties: | | | | | | | | | | | | | | | | | | | | | | | |
2121 Market Street | | Philadelphia, PA | | 50.0 | % | | 22,136 | | 100.0 | % | | | | $ | 2,214,000 | (5) | | | | | $ | 18,826,000 | |
Reflections I | | Reston, VA | | 25.0 | | | 123,546 | | 100.0 | | | | | | 2,856,000 | | | | | | | 22,169,000 | |
Reflections II | | Reston, VA | | 25.0 | | | 64,253 | | 100.0 | | | | | | 1,296,000 | | | | | | | 9,236,000 | |
Oak Hill Plaza | | King of Prussia, PA | | 25.0 | | | 164,360 | | 98.4 | | | | | | 2,815,000 | | | | | | | 44,452,000 | |
2500 City West | | Houston, TX | | 25.0 | | | 578,284 | | 98.9 | | | | | | 7,547,000 | | | | | | | 81,378,000 | |
San Felipe Plaza | | Houston, TX | | 25.0 | | | 980,472 | | 96.4 | | | | | | 13,060,000 | | | | | | | 117,700,000 | |
City West Place | | Houston, TX | | 25.0 | | | 1,473,020 | | 99.0 | | | | | | 23,473,000 | | | | | | | 213,400,000 | |
Fair Oaks Plaza | | Fairfax, VA | | 25.0 | | | 179,688 | | 83.5 | | | | | | 2,725,000 | | | | | | | 44,300,000 | |
San Jacinto Center | | Austin, TX | | 6.3 | | | 410,248 | | 99.2 | | | | | | 6,081,000 | | | | | | | 101,000,000 | |
Research Park Plaza I & II | | Austin, TX | | 6.3 | | | 271,882 | | 99.6 | | | | | | 3,779,000 | | | | | | | 51,500,000 | |
Stonebridge Plaza II | | Austin, TX | | 6.3 | | | 193,131 | | 98.4 | | | | | | 2,932,000 | | | | | | | 37,500,000 | |
Frost Bank Tower | | Austin, TX | | 6.3 | | | 535,078 | | 89.0 | | | 2010 | | | 12,642,000 | | | | 7,592,000 | | | 150,000,000 | |
300 West 6th Street | | Austin, TX | | 6.3 | | | 454,225 | | 89.0 | | | 2010 | | | 10,616,000 | | | | 3,312,000 | | | 127,000,000 | |
Walnut Hill Plaza | | King of Prussia, PA | | 25.0 | | | 150,573 | | 55.3 | | | 2010 | | | 1,548,000 | | | | 5,078,000 | | | - | (6) |
One Congress Plaza | | Austin, TX | | 6.3 | | | 518,385 | | 89.4 | | | 2011 | | | 10,571,000 | | | | 7,629,000 | | | 128,000,000 | |
Park 22 I-III | | Austin, TX | | 6.3 | | | 203,716 | | 87.8 | | | 2011 | | | 2,488,000 | | | | 2,996,000 | | | - | (7) |
City National Plaza | | Los Angeles, CA | | 21.3 | | | 2,496,084 | | 81.6 | | | 2011 | | | 59,372,000 | | | | 38,157,000 | | | 573,400,000 | |
Four Falls Corporate Center | | Conshohocken, PA | | 25.0 | | | 253,985 | | 77.6 | | | 2011 | | | 4,046,000 | | | | 6,041,000 | | | 52,067,000 | |
Brookhollow Central I, II and III | | Houston, TX | | 25.0 | | | 805,967 | | 64.0 | | | 2011 | | | 9,786,000 | | | | 38,039,000 | | | 58,394,000 | |
Centerpointe I, II | | Fairfax, VA | | 25.0 | | | 421,651 | | 52.9 | | | 2011 | | | 8,854,000 | | | | 23,119,000 | | | 94,895,000 | |
One American Center | | Austin, TX | | 6.3 | | | 503,951 | | 85.0 | | | 2011 | | | 9,420,000 | | | | 10,671,000 | | | 120,000,000 | |
Westech 360 I-IV | | Austin, TX | | 6.3 | | | 178,777 | | 56.7 | | | 2011 | | | 2,789,000 | | | | 4,840,000 | | | - | (7) |
Great Hills Plaza | | Austin, TX | | 6.3 | | | 135,333 | | 73.9 | | | 2012 | | | 1,894,000 | | | | 1,997,000 | | | - | (7) |
| | | | | | | | | | | | | | | | | | | | | | | |
Total/Weighted Average | | | | | | | 11,118,745 | | 86.1 | % | | | | $ | 202,804,000 | | | $ | 149,471,000 | | $ | 2,045,217,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total/Weighted Average All Properties | | | | | 13,206,887 | | 85.3 | % | | | | $ | 235,865,000 | | | $ | 169,935,000 | | $ | 2,348,358,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
TPGI Share | | | | | | | 4,143,619 | | 83.4 | % | | | | $ | 70,268,000 | | | $ | 49,102,000 | | $ | 664,109,000 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Footnotes on following page.
15
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA AS OF DECEMBER 31, 2008 - CONTINUED
Footnotes to Portfolio Data on previous page:
(1) | For purposes of the tables on the previous page, 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. |
(2) | For properties under renovation, represents the year in which stabilization, or approximately 93% occupancy, is expected to occur. |
(3) | For properties currently stabilized, the estimated stabilized net operating income (NOI) represents the sum of i) the annualized straight-line rent under existing leases which were in place as of December 31, 2008, calculated as if the leases began as of December 31, 2008; and ii) estimated parking and other income, less estimated operating expenses. 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. |
(4) | 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. |
(5) | The square footage and occupancy information presented for 2121 Market Street represents the information for two retail/office tenants only; the NOI includes 168 residential units comprising 132,823 square feet. |
(6) | Oak Hill Plaza and Walnut Hill Plaza are co-borrowers under a loan agreement. The loan balance of this property is included with the Oak Hill Plaza loan balance. |
(7) | Three of our Austin, Texas properties carry first mortgage liens and our seven remaining Austin properties provide secondary equity pledges to secure a bank term loan in the aggregate amount of $192.5 million. |
Lease Expirations
In the tables below, for properties where existing leases have been renewed or replaced, the later expiration date is used.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated Properties Lease Expiration | | Unconsolidated Properties Lease Expirations | | TPGI Percentage Interest Unconsolidated Properties Lease Expirations |
Year | | Expiring Rentable Square Feet | | Annualized Rent Per Leased Square Foot | | Annualized Rent Per Leased Square Foot at Expiration | | Year | | Expiring Rentable Square Feet | | Annualized Rent Per Leased Square Foot | | Annualized Rent Per Leased Square Foot at Expiration | | Year | | Expiring Rentable Square Feet | | Annualized Rent Per Leased Square Foot | | Annualized Rent Per Leased Square Foot at Expiration |
Vacant | | 414,741 | | $ | — | | $ | — | | Vacant | | 1,575,847 | | $ | — | | $ | — | | Vacant | | 303,060 | | $ | — | | $ | — |
2009 | | 122,332 | | | 19.13 | | | 14.60 | | 2009 | | 627,966 | | | 15.73 | | | 16.10 | | 2009 | | 95,751 | | | 13.50 | | | 13.96 |
2010 | | 102,522 | | | 20.48 | | | 17.45 | | 2010 | | 891,203 | | | 16.24 | | | 16.48 | | 2010 | | 151,282 | | | 17.15 | | | 17.45 |
2011 | | 68,097 | | | 14.78 | | | 16.04 | | 2011 | | 712,373 | | | 16.11 | | | 17.99 | | 2011 | | 110,709 | | | 16.05 | | | 17.52 |
2012 | | 129,539 | | | 14.63 | | | 15.63 | | 2012 | | 893,119 | | | 16.94 | | | 19.87 | | 2012 | | 150,299 | | | 15.38 | | | 18.66 |
2013 | | 322,047 | | | 18.26 | | | 20.46 | | 2013 | | 788,555 | | | 25.26 | | | 32.96 | | 2013 | | 128,751 | | | 28.32 | | | 39.53 |
Thereafter | | 928,864 | | | 17.83 | | | 23.71 | | Thereafter | | 5,629,682 | | | 13.36 | | | 21.00 | | Thereafter | | 1,115,625 | | | 12.96 | | | 20.56 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | 2,088,142 | | | | | | | | Total | | 11,118,745 | | | | | | | | Total | | 2,055,477 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
16
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA AS OF DECEMBER 31, 2008 - CONTINUED
Our Development Properties
| | | | | | | | | | | | | | | | | |
Currently Under Construction: | | | | | | | | | | | | | | | | | |
| | Location | | TPGI Percentage Interest | | | Description | | Construction Start Date/ Expected Completion Date | | Projected Total Cost (in thousands) | | Costs Incurred to Date (in thousands) | | Loan Balance (in thousands) |
Four Points Centre –retail out parcel | | Austin, TX | | 100.0 | % | | One retail building totaling 4,800 rentable square feet | | Third quarter 2008/Second quarter 2009 | | $ | 1,390 | | $ | 1,274 | | — |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Pre-Development: | | | | | | | | | | | | | | | | | | |
| | Location | | TPGI Percentage Interest | | | Number of Acres | | Potential Property Types | | Potential Square Feet Upon Completion | | Potential Number of Units Upon Completion | | Costs Incurred to Date (in thousands) | | | Loan Balance (in thousands) |
Campus El Segundo (1) | | El Segundo, CA | | 100.0 | % | | 26.1 | | Office/Retail/R&D/Hotel | | 1,800,000 | | | | $ | 59,812 | | | $ | 17,000 |
Universal Village (2) | | Los Angeles, CA | | NA | | | 124.0 | | Residential/Retail | | 180,000 | | 2,937 | | | | | | | |
MetroStudio@Lankershim (3) | | Los Angeles, CA | | NA | | | 14.4 | | Office/Production Facility | | 1,500,000 | | | | | 16,643 | | | | |
Four Points Centre | | Austin, TX | | 100.0 | % | | 252.5 | | Office/Retail/R&D/Hotel | | 1,680,000 | | | | | 18,512 | (4) | | | |
2100 JFK Boulevard | | Philadelphia, PA | | 100.0 | % | | 0.7 | | Office/Retail/R&D/Hotel | | 366,000 | | | | | 5,051 | | | | |
2500 City West land | | Houston, TX | | 25.0 | % | | 6.3 | | Office/Retail/Residential/ Hotel | | 500,000 | | | | | 3,648 | | | | |
CityWestPlace land | | Houston, TX | | 25.0 | % | | 25.0 | | Office/Retail/Residential | | 1,500,000 | | | | | 21,351 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 7,526,000 | | 2,937 | | $ | 125,017 | | | $ | 17,000 |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
Condominium Units Held for Sale: | | | | | | | | | | | | |
| | Location | | TPGI Percentage Interest | | Description | | Construction Completion Date | | Book Carrying Value (in thousands) | | Loan Balance (in thousands) |
Murano (5) | | Philadelphia, PA | | 73.0%(6) | | 43-story for-sale condominium project containing 302 units; 177 remaining for sale | | Third quarter 2008 | | $101,112 | | $63,904 |
| | | | | | | | | | | | |
(1) | We completed infrastructure improvements to the Campus El Segundo development site, including installing underground utilities, rough grading, and streetscape improvements. The first phase of development is anticipated to include a 225,000 square foot, six-story Class A office building and parking structure to be constructed on 2.7 acres, which we are currently marketing to prospective tenants. |
(2) | We have been engaged by NBC Universal to entitle, master plan and have a right of first offer (ROFO) to develop approximately 124 acres on their Universal Studios Hollywood backlot for residential and related retail and community-serving uses. We are pursuing environmental clearance and governmental approvals for approximately 2,937 residential units and 180,000 square feet of retail and community-serving space. Upon successful completion of the entitlement process, and our exercise of the ROFO, it is anticipated this project will be developed in phases over several years, subject to market conditions. |
(3) | We are currently entitling this property, targeting approximately 1.5 million square feet. The first phase of this transit-oriented development is planned to become a state-of-the-art digital television production facility and office space, and to serve as NBC Universal’s West Coast News and Content Center. We expect to enter into a long-term ground lease with the Los Angeles Metropolitan Transportation Authority (which owns the land) upon completion of entitlements. |
(4) | Costs do not include approximately 1.9 acres of land with carrying value of $0.6 million related to a ground lease we have with a retail tenant. |
(5) | We have substantially completed construction and received certificates of occupancy for 100% of the condominium units at Murano. As of December 31, 2008, we had closed the sale of 111 units and 107 parking spaces and had an additional 14 units and 12 parking spaces under contract of sale. We recognize revenues and expenses related to the units and parking spaces sold and under contract under the percentage of completion method of accounting. |
(6) | We have a $20.5 million preferred equity interest in Murano. Excluding the preferred equity interest, we hold a 73% interest in the property. |
17
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATAASOF DECEMBER 31, 2008 - 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 | | 97.3 | % |
Pacific Financial Plaza | | Newport Beach, CA | | 1982/1993 | | 279,474 | | 96.8 | |
1835 Market Street | | Philadelphia, PA | | 1987 | | 686,503 | | 86.2 | |
CalEPA Headquarters | | Sacramento, CA | | 2000 | | 950,939 | | 100.0 | |
| | | | | | | | | |
Total/Weighted Average | | | | | | 2,159,092 | | 94.9 | % |
| | | | | | | | | |
18
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY
(in thousands)
The table below summarizes our outstanding consolidated debt as of December 31, 2008. None of these loans are recourse to us except for our Campus El Segundo mortgage loan, a partial guarantee on our Four Points Centre construction loan of $13.3 million, and our former minority partner loan.
| | | | | | | | | | | |
Secured debt | | Interest Rate at December 31, 2008 | | | Outstanding Debt | | Maturity Date | | | Maturity Date at end of Extension Options |
One Commerce Square mortgage loan | | 5.7 | % | | $ | 130,000 | | 1/6/2016 | | | 1/6/2016 |
Two Commerce Square: | | | | | | | | | | | |
Mortgage loan | | 6.3 | | | | 108,579 | | 5/9/2013 | | | 5/9/2013 |
Senior mezzanine loan | | 19.3 | | | | 31,573 | | 1/9/2010 | | | 1/9/2010 |
Junior mezzanine loan | | 15.0 | | | | 4,462 | | 1/9/2010 | | | 1/9/2010 |
Campus El Segundo mortgage loan | | 3.3 | | | | 17,000 | | 10/10/2009 | (1) | | 10/10/2010 |
Four Points Centre construction loan | | 3.3 | | | | 28,527 | | 6/11/2010 | (2) | | 6/11/2012 |
Murano construction loan | | 7.3 | | | | 63,904 | | 7/31/2009 | (3) | | 7/31/2010 |
| | | | | | | | | | | |
Total secured debt | | | | | $ | 384,045 | | | | | |
| | | | | | | | | | | |
| | | | |
Unsecured debt | | | | | | | | | | |
Former minority partner | | 5.0 | | | $ | 3,900 | | 10/12/2009 | (4) | | 10/12/2009 |
| | | | | | | | | | | |
Total secured and unsecured debt | | | | | $ | 387,945 | | | | | |
| | | | | | | | | | | |
Weighted average interest rate at December 31, 2008 | | 7.0 | % | | | | | | | | |
(1) | The loan has a one-year extension option at our election, subject to an extension fee of 0.25% of the total commitment amount of the loan and at the lenders option, a written appraisal may be required. In the event the loan to value exceeds 65%, we must pay down the outstanding principal to meet the 65% loan to value. In addition, the lender may require a $5 million pay down on the loan. |
(2) | The loan has two one-year extension options at our election subject to certain conditions. The first extension option and the second extension option are subject to achievement of 75% and 90% occupancy, respectively, an extension fee of 0.125% of the loan commitment, and at the lenders option, a written appraisal and a loan to value not to exceed 75%. The second extension is also subject to a minimum debt to yield ratio of 8.65%. |
(3) | The loan has two six-month extension options. The first and second extensions are each conditioned on the closing of 100 residential units, which has occurred. Each extension fee is 0.5% of the outstanding principal balance and unfunded commitments and may be reduced to 0.25% if certain conditions are met. |
(4) | Payment of interest is deferred until the maturity date, at which time the total principal and accrued interest balance will be $4,740,000. |
19
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY – CONTINUED
(in thousands)
The table below summarizes the outstanding debt for the unconsolidated properties as of December 31, 2008. None of these loans are recourse to us other than as noted in footnote 8 below.
| | | | | | | | | | | | | | | |
| | Interest Rate at December 31, 2008 | | | Principal Amount | | | TPGI Share of Principal Amount | | Maturity Date | | | Maturity Date at end of Extension Options |
City National Plaza | | 2.3 | % | | $ | 573,400 | | | $ | 122,365 | | 7/9/2009 | (1) | | 7/9/2010 |
CityWestPlace | | | | | | | | | | | | | | | |
Senior mortgage loan (Buildings I & II) | | 6.2 | | | | 121,000 | | | | 30,250 | | 7/6/2016 | | | 7/6/2016 |
Senior mortgage loan (Buildings III & IV) | | 1.6 | | | | 92,400 | | | | 23,100 | | 7/1/2009 | (2) | | 7/1/2011 |
San Felipe | | 5.0 | | | | 117,700 | | | | 29,425 | | 8/11/2010 | | | 8/11/2010 |
2500 City West | | 5.0 | | | | 81,378 | | | | 20,345 | | 8/11/2010 | | | 8/11/2010 |
Brookhollow Central I, II, and III | | 3.3 | | | | 58,394 | | | | 14,600 | | 8/9/2009 | (3) | | 8/9/2010 |
Four Falls Corporate Center | | 5.0 | | | | 52,067 | (6) | | | 13,017 | | 3/6/2010 | | | 3/6/2010 |
Oak Hill Plaza/Walnut Hill Plaza | | 5.0 | | | | 44,452 | (7) | | | 11,113 | | 3/6/2010 | | | 3/6/2010 |
2121 Market Street | | 6.1 | | | | 18,826 | (8) | | | 9,413 | | 8/1/2033 | | | 8/1/2033 |
Reflections I | | 5.2 | | | | 22,169 | | | | 5,542 | | 4/1/2015 | | | 4/1/2015 |
Reflections II | | 5.2 | | | | 9,236 | | | | 2,309 | | 4/1/2015 | | | 4/1/2015 |
Centerpointe I and II | | 2.0 | | | | 94,895 | | | | 23,724 | | 2/9/2010 | (4) | | 2/9/2012 |
Fair Oaks Plaza | | 5.5 | | | | 44,300 | | | | 11,075 | | 2/9/2017 | | | 2/9/2017 |
San Jacinto | | 6.1 | | | | 101,000 | | | | 6,313 | | 6/11/2017 | | | 6/11/2017 |
Frost Bank Tower | | 6.1 | | | | 150,000 | | | | 9,375 | | 6/11/2017 | | | 6/11/2017 |
One Congress Plaza | | 6.1 | | | | 128,000 | | | | 8,001 | | 6/11/2017 | | | 6/11/2017 |
One American Center | | 6.0 | | | | 120,000 | | | | 7,500 | | 6/11/2017 | | | 6/11/2017 |
300 W. 6th St. | | 6.0 | | | | 127,000 | | | | 7,938 | | 6/11/2017 | | | 6/11/2017 |
Research Park Plaza I & II | | 1.8 | | | | 51,500 | | | | 3,219 | | 6/9/2009 | (5) | | 6/9/2012 |
Stonebridge Plaza II | | 1.6 | | | | 37,500 | | | | 2,344 | | 6/9/2009 | (5) | | 6/9/2012 |
Austin bank term loan | | 5.8 | | | | 192,500 | | | | 12,031 | | 6/1/2013 | | | 6/1/2013 |
| | | | | | | | | | | | | | | |
| | | | | $ | 2,237,717 | | | $ | 372,999 | | | | | |
| | | | | | | | | | | | | | | |
Weighted average interest rate at December 31, 2008 | | 4.3 | % | | | | | | | | | | | | |
(1) | The loan has a remaining one-year extension option remaining at our election subject to a 75% loan to value ratio for all senior debt combined and 80% loan to value ratio for senior debt and junior mezzanine debt combined. |
(2) | The loan has two one-year extension options at our election. |
(3) | The loan has a one-year extension option at our election. |
(4) | The loan has two one-year extension options at our election, subject to a debt service coverage ratio of 1:1. |
(5) | The loan has three one-year extension options at our election. |
(6) | $9.9 million of this loan is secured by both a subordinate lien on the property and a payment guaranty issued by the partnership, which owns Oak Hill Plaza/Walnut Hill Plaza. |
(7) | $9.2 million of this loan is secured by both a subordinate lien on the property and a payment guaranty issued by the partnership, which owns Four Falls Corporate Center. |
(8) | The loan is guaranteed by our operating partnership and our co-general partner in the partnership that owns 2121 Market Street, up to a maximum amount of $3.3 million. |
20
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, 2008:
| | | | | |
Debt | | | | Aggregate Principal |
Mortgage loans | | | | $ | 255,579 |
Other loans | | | | | 132,366 |
| | | | | |
Total consolidated debt | | | | | 387,945 |
Company share of unconsolidated debt | | | | | 372,999 |
| | | | | |
Total combined debt | | | | $ | 760,944 |
| | | | | |
| | |
Equity | | Shares/Units Outstanding | | Market Value (1) |
| | | | | |
Common stock | | 23,853,904 | | $ | 61,782 |
Operating partnership units (2) | | 15,242,781 | | | 39,479 |
| | | | | |
Total common equity | | 39,096,685 | | $ | 101,261 |
| | | | | |
Total consolidated market capitalization | | | | $ | 489,206 |
| | | | | |
Total combined market capitalization (3) | | | | $ | 862,205 |
| | | | | |
(1) | Based on the closing price of $2.59 per share of TPGI common stock on December 31, 2008. |
(2) | Includes operating partnership units outstanding and vested incentive units as of December 31, 2008. |
(3) | Includes TPGI’s share of debt of unconsolidated real estate entities. |
21
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 |
| |
Paul S. Rutter | | Executive Vice President and General Counsel |
| |
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 |
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