Exhibit 99.1
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Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended March 31, 2009
Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended March 31, 2009
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) | | 8 |
Earnings Before Depreciation, Amortization and Taxes (Non-GAAP) | | 9 |
After Tax Cash Flow (Non-GAAP) | | 10 |
Investment Advisory, Management, Leasing and Development Services | | 11 |
Portfolio Data | | 12 |
Debt Summary | | 16 |
Capital Structure | | 18 |
Other Information | | 19 |
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 company’s primary areas of focus are the 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 March 31, 2009, we own interests in and asset manage 27 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 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 $16.5 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 Activities
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.
Significant Recent Events
On March 26, 2009, we reached an agreement with our partners in the Austin Portfolio partnership, including Lehman Brothers and California State Teachers’ Retirement System (CalSTRS), which restructured a portion of the financing on the partnership’s 3.5 million square foot, 10-property commercial office portfolio in Austin, Texas. Under this arrangement, we and our partners in the Austin Portfolio replaced the unfunded $100 million commitment under a $292.5 million credit facility with $60 million of new senior secured priority financing contributed by the partners. Approximately $14 million of this new financing was used to acquire at a discount and immediately retire third party term loan debt with an $80 million face value. We recognized $4.2 million as our share of gain from early extinguishment of this debt. The remaining commitment will provide an ongoing source of capital for leasing costs and capital improvements. This financing was approved by the Lehman Brothers Bankruptcy Court judge, and also resolved the motion filed in the Lehman bankruptcy proceedings by us in November 2008.
In March and April 2009, we repaid at a discount the unsecured loan from our former minority partner in our Campus El Segundo development project. We recognized a gain on extinguishment of debt of $0.5 million from this transaction.
On April 3, 2009, we announced that Korean Air has retained us to act as the developer for a mixed-use redevelopment plan for its Wilshire Grand Hotel and office site in downtown Los Angeles. We have been engaged as fee developer to plan and entitle a nearly two million square foot signature development on a 2.7 acre full city block in the heart of the city’s urban core. The project proposes to develop a sixty story, 1.1 million square foot class A office tower, together with a forty story, four-plus star hotel with up to 700 rooms. The hotel may also include luxury residential condominiums. Together with new restaurants and retail amenities, the hotel and office towers would open onto a new public plaza to be created at the corner of Wilshire Boulevard and Figueroa Street. The site enjoys an excellent location immediately across the street from an existing metro transit station, several blocks north of the Staples Arena and the Los Angeles Convention Center.
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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 page 9 for a discussion of EBDT and a reconciliation of EBDT to net income and page 10 for a discussion of ATCF and a reconciliation of ATCF to net income.
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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 March 31, | |
| | 2009 | | | 2008 | |
| | (unaudited) | | | (unaudited) | |
Revenues: | | | | | | | | |
Rental | | $ | 7,407 | | | $ | 7,833 | |
Tenant reimbursements | | | 5,951 | | | | 6,855 | |
Parking and other | | | 775 | | | | 960 | |
Investments advisory, management, leasing and development services | | | 1,624 | | | | 1,708 | |
Investment advisory, management, leasing, and development services-unconsolidated real estate entities | | | 3,901 | | | | 4,319 | |
Reimbursement of property personnel costs | | | 1,613 | | | | 1,956 | |
| | | | | | | | |
Total revenues | | | 21,271 | | | | 23,631 | |
| | | | | | | | |
Expenses: | | | | | | | | |
Property operating and maintenance | | | 6,132 | | | | 6,008 | |
Real estate taxes | | | 1,774 | | | | 1,600 | |
Investment advisory, management, leasing, and development services | | | 2,909 | | | | 3,227 | |
Reimbursable property personnel costs | | | 1,613 | | | | 1,956 | |
Cost of condominium sales | | | 26 | | | | — | |
Rent-unconsolidated real estate entities | | | 73 | | | | 65 | |
Interest | | | 6,801 | | | | 4,077 | |
Depreciation and amortization | | | 3,193 | | | | 2,771 | |
General and administrative | | | 4,363 | | | | 4,097 | |
| | | | | | | | |
Total expenses | | | 26,884 | | | | 23,801 | |
| | | | | | | | |
Gain on sale of real estate | | | — | | | | 2,519 | |
Gain from early extinguishment of debt | | | 509 | | | | — | |
Interest income | | | 140 | | | | 1,063 | |
Equity in net income (loss) of unconsolidated real estate entities | | | 3,088 | | | | (2,565 | ) |
| | | | | | | | |
(Loss) income before benefit (provision) for income taxes and noncontrolling interests | | | (1,876 | ) | | | 847 | |
Benefit (provision) for income taxes | | | 215 | | | | (322 | ) |
| | | | | | | | |
Net (loss) income | | | (1,661 | ) | | | 525 | |
Net (loss) income attributable to noncontrolling interests of: | | | | | | | | |
Unitholders in the Operating Partnership | | | 218 | | | | (347 | ) |
Partners in consolidated real estate entities | | | 1,269 | | | | 41 | |
| | | | | | | | |
| | | 1,487 | | | | (306 | ) |
| | | | | | | | |
Net (loss) income attributable to TPGI | | $ | (174 | ) | | $ | 219 | |
| | | | | | | | |
(Loss) income per share-basic and diluted | | $ | (0.01 | ) | | $ | 0.01 | |
Weighted average common shares-basic and diluted | | | 24,542,990 | | | | 23,658,963 | |
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Thomas Properties Group, Inc.
Supplemental Financial Information
CONSOLIDATED BALANCE SHEETS
(in thousands)
| | | | | | | | |
| | March 31, 2009 | | | December 31, 2008 | |
| | (unaudited) | | | (unaudited) | |
ASSETS | | | | | | | | |
Investments in real estate: | | | | | | | | |
Operating properties, net | | $ | 277,712 | | | $ | 274,784 | |
Land improvements – development properties | | | 97,760 | | | | 101,495 | |
Construction in progress | | | — | | | | 1,274 | |
Condominium units held for sale | | | 101,275 | | | | 101,112 | |
| | | | | | | | |
| | | 476,747 | | | | 478,665 | |
| | | | | | | | |
Investment in real estate development property held for sale | | | 609 | | | | — | |
Investments in unconsolidated real estate entities | | | 31,860 | | | | 29,098 | |
Cash and cash equivalents, unrestricted | | | 61,020 | | | | 69,023 | |
Restricted cash | | | 11,503 | | | | 16,665 | |
Rents and other receivables, net | | | 4,078 | | | | 4,452 | |
Above market rents, net | | | 1,012 | | | | 1,070 | |
Receivables from condominium sales contracts, net | | | 9,545 | | | | 10,485 | |
Receivables from unconsolidated real estate entities | | | 2,610 | | | | 4,701 | |
Deferred rents | | | 10,350 | | | | 10,604 | |
Deferred leasing and loan costs, net | | | 14,578 | | | | 15,018 | |
Deferred tax asset | | | 15,942 | | | | 15,534 | |
Other assets, net | | | 9,188 | | | | 5,120 | |
| | | | | | | | |
Total assets | | $ | 649,042 | | | $ | 660,435 | |
| | | | | | | | |
| | |
| | March 31, 2009 | | | December 31, 2008 | |
| | (unaudited) | | | (unaudited) | |
LIABILITIES AND EQUITY | | | | | | | | |
Liabilities: | | | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 392,484 | | | $ | 387,945 | |
Accounts payable and other liabilities | | | 15,107 | | | | 27,750 | |
Unrecognized tax benefits | | | 17,254 | | | | 17,078 | |
Below market rents, net | | | 871 | | | | 920 | |
Deferred revenue | | | 819 | | | | 819 | |
Dividends and distributions payable | | | 500 | | | | 2,377 | |
Prepaid rent | | | 2,454 | | | | 2,819 | |
| | | | | | | | |
Total liabilities | | | 429,489 | | | | 439,708 | |
| | | | | | | | |
Equity: | | | | | | | | |
Stockholder’s equity: | | | | | | | | |
Common stock | | | 243 | | | | 238 | |
Limited voting stock | | | 138 | | | | 145 | |
Additional paid-in capital | | | 167,678 | | | | 158,341 | |
Retained deficit and dividends including $176 and $186 of other comprehensive loss as of March 31, 2009 and December 31, 2008, respectively | | | (27,457 | ) | | | (26,980 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 140,602 | | | | 131,744 | |
| | | | | | | | |
Noncontrolling interests: | | | | | | | | |
Unitholders in the Operating Partnership | | | 76,447 | | | | 85,210 | |
Partners in consolidated real estate entities | | | 2,504 | | | | 3,773 | |
| | | | | | | | |
Total noncontrolling interests | | | 78,951 | | | | 88,983 | |
| | | | | | | | |
Total equity | | | 219,553 | | | | 220,727 | |
| | | | | | | | |
Total liabilities and equity | | $ | 649,042 | | | $ | 660,435 | |
| | | | | | | | |
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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 ended March 31, 2009 and 2008.
| | | | | | | | |
| | Three months ended March 31, | |
| | 2009 | | | 2008 | |
Revenues: | | | | | | | | |
Rental | | $ | 52,352 | | | $ | 50,327 | |
Tenant reimbursements | | | 22,264 | | | | 21,481 | |
Parking and other | | | 6,945 | | | | 7,852 | |
| | | | | | | | |
Total revenues | | | 81,561 | | | | 79,660 | |
| | | | | | | | |
Expenses: | | | | | | | | |
Property operating and maintenance | | | 29,168 | | | | 29,729 | |
Real estate taxes | | | 11,101 | | | | 10,123 | |
Interest | | | 27,526 | | | | 32,580 | |
Depreciation and amortization | | | 31,030 | | | | 31,653 | |
| | | | | | | | |
Total expenses | | | 98,825 | | | | 104,085 | |
| | | | | | | | |
Loss from continuing operations | | | (17,264 | ) | | | (24,425 | ) |
Gain on extinguishment of debt | | | 67,017 | | | | — | |
Loss from discontinued operations | | | — | | | | (8 | ) |
| | | | | | | | |
Net income (loss) | | $ | 49,753 | | | $ | (24,433 | ) |
| | | | | | | | |
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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 March 31, 2009 and December 31, 2008.
| | | | | | |
| | March 31, 2009 | | December 31, 2008 |
ASSETS | | | | | | |
Investments in real estate, net | | $ | 2,321,471 | | $ | 2,335,067 |
Land held for sale | | | 3,843 | | | 3,835 |
Cash and cash equivalents, unrestricted | | | 19,345 | | | 26,884 |
Restricted cash | | | 79,345 | | | 64,395 |
Rents and other receivables, net | | | 4,726 | | | 5,386 |
Above market rents, net | | | 2,753 | | | 2,988 |
Deferred rents | | | 69,827 | | | 67,378 |
Deferred leasing and loan costs, net | | | 164,483 | | | 168,980 |
Other assets | | | 8,603 | | | 7,163 |
Assets associated with discontinued operations | | | 86 | | | 86 |
| | | | | | |
Total assets | | $ | 2,674,482 | | $ | 2,682,162 |
| | | | | | |
LIABILITIES AND EQUITY | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 2,208,493 | | $ | 2,237,717 |
Accounts and interest payable and other liabilities | | | 81,839 | | | 105,998 |
Below market rents, net | | | 75,357 | | | 80,467 |
Obligations associated with discontinued operations | | | 121 | | | 121 |
| | | | | | |
Total liabilities | | | 2,365,810 | | | 2,424,303 |
| | | | | | |
Redeemable noncontrolling interests | | | 18,647 | | | 18,771 |
Owners’ equity | | | 290,025 | | | 239,088 |
| | | | | | |
Total liabilities and equity | | $ | 2,674,482 | | $ | 2,682,162 |
| | | | | | |
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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 March 31, 2009 and 2008, including reconciliation from the consolidated statements of operations to the pro-rata consolidated statements of operations.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended March 31, 2009 | | | For the three months ended March 31, 2008 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 7,407 | | | $ | 9,953 | | | $ | 17,360 | | | $ | 7,833 | | | $ | 9,680 | | | $ | 17,513 | |
Tenant reimbursements | | | 5,951 | | | | 3,736 | | | | 9,687 | | | | 6,855 | | | | 3,525 | | | | 10,380 | |
Parking and other | | | 775 | | | | 1,277 | | | | 2,052 | | | | 960 | | | | 1,524 | | | | 2,484 | |
Investment advisory, management, leasing and development services | | | 1,624 | | | | — | | | | 1,624 | | | | 1,708 | | | | — | | | | 1,708 | |
Investment advisory, management, leasing, and development services unconsolidated real estate entities | | | 3,901 | | | | 50 | | | | 3,951 | | | | 4,319 | | | | 47 | | | | 4,366 | |
Reimbursement of property personnel costs | | | 1,613 | | | | — | | | | 1,613 | | | | 1,956 | | | | — | | | | 1,956 | |
Condominium sales | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 21,271 | | | | 15,016 | | | | 36,287 | | | | 23,631 | | | | 14,776 | | | | 38,407 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Property operating and maintenance | | | 6,132 | | | | 5,120 | | | | 11,252 | | | | 6,008 | | | | 5,184 | | | | 11,192 | |
Real estate taxes | | | 1,774 | | | | 1,833 | | | | 3,607 | | | | 1,600 | | | | 1,676 | | | | 3,276 | |
Investment advisory, management, leasing, and development services | | | 2,909 | | | | — | | | | 2,909 | | | | 3,227 | | | | — | | | | 3,227 | |
Reimbursable property personnel costs | | | 1,613 | | | | — | | | | 1,613 | | | | 1,956 | | | | — | | | | 1,956 | |
Cost of condominium sales | | | 26 | | | | — | | | | 26 | | | | — | | | | — | | | | — | |
Rent-unconsolidated real estate entities | | | 73 | | | | — | | | | 73 | | | | 65 | | | | — | | | | 65 | |
Interest | | | 6,801 | | | | 4,119 | | | | 10,920 | | | | 4,077 | | | | 5,361 | | | | 9,438 | |
Depreciation and amortization | | | 3,193 | | | | 5,072 | | | | 8,265 | | | | 2,771 | | | | 5,118 | | | | 7,889 | |
General and administrative | | | 4,363 | | | | — | | | | 4,363 | | | | 4,097 | | | | — | | | | 4,097 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 26,884 | | | | 16,144 | | | | 43,028 | | | | 23,801 | | | | 17,339 | | | | 41,140 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gain on sale of real estate | | | — | | | | — | | | | — | | | | 2,519 | | | | — | | | | 2,519 | |
Gain from early extinguishment of debt | | | 509 | | | | 4,189 | | | | 4,698 | | | | — | | | | — | | | | — | |
Interest income | | | 140 | | | | 27 | | | | 167 | | | | 1,063 | | | | — | | | | 1,063 | |
Equity in net income (loss) of unconsolidated real estate entities | | | 3,088 | | | | (3,088 | ) | | | — | | | | (2,565 | ) | | | 2,565 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before noncontrolling interests and (provision) benefit for income taxes | | | (1,876 | ) | | | — | | | | (1,876 | ) | | | 847 | | | | 2 | | | | 849 | |
Benefit (provision) for income taxes | | | 215 | | | | — | | | | 215 | | | | (322 | ) | | | — | | | | (322 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (1,661 | ) | | | — | | | | (1,661 | ) | | | 525 | | | | — | | | | 527 | |
Net (loss) income attributable to noncontrolling interests of: | | | | | | | | | | | | | | | | | | | | | | | | |
Unitholders in the Operating Partnership | | | 218 | | | | — | | | | 218 | | | | (347 | ) | | | — | | | | (347 | ) |
Partners in consolidated real estate entities | | | 1,269 | | | | — | | | | 1,269 | | | | 41 | | | | — | | | | 41 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1,487 | | | | — | | | | 1,487 | | | | (306 | ) | | | — | | | | (306 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before loss from discontinued operations | | | (174 | ) | | | — | | | | (174 | ) | | | 219 | | | | 2 | | | | 221 | |
Loss from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | (2 | ) | | | (2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income attributable to TPGI | | $ | (174 | ) | | | — | | | $ | (174 | ) | | $ | 219 | | | | — | | | $ | 219 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
7
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 March 31, 2009 and December 31, 2008, including reconciliation from the consolidated balance sheets to the pro-rata consolidated balance sheets.
| | | | | | | | | | | | | | | | | | | | |
| | March 31, 2009 | | December 31, 2008 |
| | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Investments in real estate, net | | $ | 476,747 | | $ | 366,335 | | | $ | 843,082 | | $ | 478,665 | | $ | 369,177 | | | $ | 847,842 |
Investments in unconsolidated real estate entities | | | 31,860 | | | (31,860 | ) | | | — | | | 29,098 | | | (29,098 | ) | | | — |
Land held for sale | | | 609 | | | 961 | | | | 1,570 | | | — | | | 959 | | | | 959 |
Cash and cash equivalents, unrestricted | | | 61,020 | | | 3,412 | | | | 64,432 | | | 69,023 | | | 4,021 | | | | 73,044 |
Restricted cash | | | 11,503 | | | 17,921 | | | | 29,424 | | | 16,665 | | | 13,095 | | | | 29,760 |
Receivables from condominium sales contracts, net | | | 9,545 | | | — | | | | 9,545 | | | 10,485 | | | — | | | | 10,485 |
Rents and other receivables, net | | | 6,688 | | | 2,165 | | | | 8,853 | | | 9,153 | | | 1,252 | | | | 10,405 |
Above market rents, net | | | 1,012 | | | 597 | | | | 1,609 | | | 1,070 | | | 643 | | | | 1,713 |
Deferred rents | | | 10,350 | | | 15,046 | | | | 25,396 | | | 10,604 | | | 14,682 | | | | 25,286 |
Deferred leasing and loan costs, net | | | 14,578 | | | 26,095 | | | | 40,673 | | | 15,018 | | | 26,826 | | | | 41,844 |
Deferred tax asset | | | 15,942 | | | — | | | | 15,942 | | | 15,534 | | | — | | | | 15,534 |
Assets associated with discontinued operations | | | — | | | 22 | | | | 22 | | | — | | | 22 | | | | 22 |
Other assets | | | 9,188 | | | 15 | | | | 9,203 | | | 5,120 | | | 1,359 | | | | 6,479 |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 649,042 | | $ | 400,709 | | | $ | 1,049,751 | | $ | 660,435 | | $ | 402,938 | | | $ | 1,063,373 |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 392,484 | | $ | 375,556 | | | $ | 768,040 | | $ | 387,945 | | $ | 372,999 | | | $ | 760,944 |
Accounts payable and other liabilities | | | 15,107 | | | 11,642 | | | | 26,749 | | | 27,750 | | | 16,170 | | | | 43,920 |
Unrecognized tax benefits | | | 17,254 | | | — | | | | 17,254 | | | 17,078 | | | — | | | | 17,078 |
Below market rents, net | | | 871 | | | 6,780 | | | | 7,651 | | | 920 | | | 7,209 | | | | 8,129 |
Deferred revenue | | | 819 | | | — | | | | 819 | | | 819 | | | — | | | | 819 |
Dividends and distributions payable | | | 500 | | | — | | | | 500 | | | 2,377 | | | — | | | | 2,377 |
Due to affiliate | | | — | | | — | | | | — | | | — | | | — | | | | — |
Prepaid rent | | | 2,454 | | | 2,039 | | | | 4,493 | | | 2,819 | | | 1,837 | | | | 4,656 |
Obligations associated with discontinued operations | | | — | | | 30 | | | | 30 | | | — | | | 30 | | | | 30 |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 429,489 | | | 396,047 | | | | 825,536 | | | 439,708 | | | 398,245 | | | | 837,953 |
| | | | | | | | | | | | | | | | | | | | |
Redeemable noncontrolling interest | | | — | | | 4,662 | | | | 4,662 | | | — | | | 4,693 | | | | 4,693 |
Noncontrolling interests - equity | | | 78,951 | | | — | | | | 78,951 | | | 88,983 | | | — | | | | 88,983 |
Total stockholders’ equity | | | 140,602 | | | — | | | | 140,602 | | | 131,744 | | | — | | | | 131,744 |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 649,042 | | $ | 400,709 | | | $ | 1,049,751 | | $ | 660,435 | | $ | 402,938 | | | $ | 1,063,373 |
| | | | | | | | | | | | | | | | | | | | |
8
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 to EBDT:
| | | | | | | | | | | | | | | | | | | | |
| | For the three months ended March 31, 2009 | | | For the three months ended March 31, 2008 |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata |
Net (loss) income | | $ | (174 | ) | | $ | — | | $ | (174 | ) | | $ | 219 | | $ | — | | $ | 219 |
Income tax (benefit) provision | | | (215 | ) | | | — | | | (215 | ) | | | 322 | | | — | | | 322 |
Noncontrolling interests – unitholders in the Operating Partnership | | | (218 | ) | | | — | | | (218 | ) | | | 306 | | | — | | | 306 |
Depreciation and amortization | | | 3,193 | | | | 5,072 | | | 8,265 | | | | 2,771 | | | 5,118 | | | 7,889 |
Amortization of loan costs | | | 85 | | | | 314 | | | 399 | | | | 81 | | | 296 | | | 377 |
| | | | | | | | | | | | | | | | | | | | |
EBDT | | | 2,671 | | | | 5,386 | | | 8,057 | | | | 3,699 | | | 5,414 | | | 9,113 |
| | | | | | | | | | | | | | | | | | | | |
TPGI share of EBDT (1) | | $ | 1,710 | | | $ | 3,448 | | $ | 5,158 | | | $ | 2,253 | | $ | 3,298 | | $ | 5,551 |
| | | | | | | | | | | | | | | | | | | | |
EBDT per share – basic | | | | | | | | | $ | 0.21 | | | | | | | | | $ | 0.23 |
| | | | | | | | | | | | | | | | | | | | |
EBDT per share – diluted | | | | | | | | | $ | 0.21 | | | | | | | | | $ | 0.23 |
| | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic | | | | | | | | | | 24,542,990 | | | | | | | | | | 23,658,963 |
| | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – diluted | | | | | | | | | | 24,542,990 | | | | | | | | | | 23,658,963 |
| | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 64.01% and 60.91% for the three months ended March 31, 2009 and 2008, respectively. |
9
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 to ATCF:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended March 31, 2009 | | | For the three months ended March 31, 2008 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net (loss) income | | $ | (174 | ) | | $ | — | | | $ | (174 | ) | | $ | 219 | | | $ | — | | | $ | 219 | |
Income tax (benefit) provision | | | (215 | ) | | | — | | | | (215 | ) | | | 322 | | | | — | | | | 322 | |
Noncontrolling interests – unitholders in the Operating Partnership | | | (218 | ) | | | — | | | | (218 | ) | | | 306 | | | | — | | | | 306 | |
Depreciation and amortization | | | 3,193 | | | | 5,072 | | | | 8,265 | | | | 2,771 | | | | 5,118 | | | | 7,889 | |
Amortization of loan costs | | | 85 | | | | 314 | | | | 399 | | | | 81 | | | | 296 | | | | 377 | |
Non-cash compensation expense | | | 938 | | | | — | | | | 938 | | | | 747 | | | | — | | | | 747 | |
Straight-line rent adjustments | | | 254 | | | | (457 | ) | | | (203 | ) | | | 1,765 | | | | (862 | ) | | | 903 | |
Fair market value of rent adjustments | | | 8 | | | | (367 | ) | | | (359 | ) | | | (10 | ) | | | (269 | ) | | | (279 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF before income taxes | | $ | 3,871 | | | $ | 4,562 | | | $ | 8,433 | | | $ | 6,201 | | | $ | 4,283 | | | $ | 10,484 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF before income taxes (1) | | $ | 2,478 | | | $ | 2,920 | | | $ | 5,398 | | | $ | 3,777 | | | $ | 2,609 | | | $ | 6,386 | |
TPGI income tax expense-current | | | (17 | ) | | | — | | | | (17 | ) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF | | $ | 2,461 | | | $ | 2,920 | | | $ | 5,381 | | | $ | 3,777 | | | $ | 2,609 | | | $ | 6,386 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – basic | | | | | | | | | | $ | 0.22 | | | | | | | | | | | $ | 0.27 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – diluted | | | | | | | | | | $ | 0.22 | | | | | | | | | | | $ | 0.27 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic | | | | | | | | | | | 24,542,990 | | | | | | | | | | | | 23,658,963 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – diluted | | | | | | | | | | | 24,542,990 | | | | | | | | | | | | 23,658,963 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 64.01% and 60.91% for the three months ended March 31, 2009 and 2008, respectively. |
10
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)
| | | | | | | | |
| | Three months ended March 31, | |
| | 2009 | | | 2008 | |
Property management, leasing, and development service fees | | $ | 5,258 | | | $ | 7,808 | |
Investment advisory fees: | | | | | | | | |
Asset management fees | | | 1,840 | | | | 1,710 | |
Acquisition and disposition fees | | | — | | | | — | |
| | | | | | | | |
Total fees | | | 7,098 | | | | 9,518 | |
Investment advisory, management, leasing and development services expenses | | | (2,909 | ) | | | (3,227 | ) |
| | | | | | | | |
Net investment advisory, management, leasing and development services income | | $ | 4,189 | | | $ | 6,291 | |
| | | | | | | | |
Reconciliation to GAAP Presentation: | | | | | | | | |
Total fees | | $ | 7,098 | | | $ | 9,518 | |
Elimination of intercompany fee revenues | | | (1,573 | ) | | | (3,491 | ) |
| | | | | | | | |
Investment advisory, management, leasing and development services revenues | | $ | 5,525 | | | $ | 6,027 | |
| | | | | | | | |
11
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA AS OF MARCH 31, 2009
Our Ownership Properties
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | TPGI Share (1) | |
| | Location | | Rentable Square Feet (2) | | Percent Leased (3) | | | TPGI Percentage Interest | | | Rentable Square Feet | | Estimated Stabilized Net Operating Income (4) | | Estimated Stabilized Net Operating Income Cash Basis (5) | | Expected Capital Expenditures to Complete Stabilization (6) | | | Loan Balance at March 31, 2009 | | | Remaining Loan Capacity | |
Stabilized Properties
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
City West Place | | Houston, TX | | 1,473,020 | | 99.4 | % | | 25.0 | % | | 368,255 | | $ | 5,727,000 | | $ | 5,115,000 | | | | | | $ | 53,350,000 | | | $ | — | |
San Felipe Plaza | | Houston, TX | | 980,472 | | 93.4 | | | 25.0 | | | 245,118 | | | 3,576,000 | | | 3,271,000 | | | | | | | 29,425,000 | | | | — | |
2500 City West | | Houston, TX | | 578,284 | | 96.5 | | | 25.0 | | | 144,571 | | | 1,926,000 | | | 1,806,000 | | | | | | | 20,533,000 | | | | 842,000 | |
Research Park Plaza I and II | | Austin, TX | | 271,882 | | 99.6 | | | 6.3 | | | 16,993 | | | 311,000 | | | 293,000 | | | | | | | 3,219,000 | | | | — | |
Stonebridge Plaza II | | Austin, TX | | 193,131 | | 98.4 | | | 6.3 | | | 12,071 | | | 193,000 | | | 187,000 | | | | | | | 2,344,000 | | | | — | |
One Commerce Square | | Philadelphia, PA | | 942,866 | | 91.9 | | | 100.0 | | | 942,866 | | | 14,637,000 | | | 12,619,000 | | | | | | | 130,000,000 | | | | — | |
2121 Market Street (7) | | Philadelphia, PA | | 22,136 | | 100.0 | | | 50.0 | | | 11,068 | | | 1,205,000 | | | 1,205,000 | | | | | | | 9,372,000 | | | | — | |
Oak Hill Plaza | | King of Prussia, PA | | 164,360 | | 97.3 | | | 25.0 | | | 41,090 | | | 731,000 | | | 697,000 | | | | | | | 11,113,000 | (8) | | | — | |
Reflections II | | Reston, VA | | 64,253 | | 100.0 | | | 25.0 | | | 16,063 | | | 347,000 | | | 347,000 | | | | | | | 2,299,000 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total / Average | | | | 4,690,404 | | 96.2 | | | | | | 1,798,095 | | | 28,653,000 | | | 25,540,000 | | | | | | | 261,655,000 | | | | 842,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Properties Projected to Stabilize in 2010 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Frost Bank Tower | | Austin, TX | | 535,078 | | 89.0 | | | 6.3 | | | 33,442 | | | 856,000 | | | 819,000 | | $ | 362,000 | | | | 9,375,000 | | | | | |
300 West 6th Street | | Austin, TX | | 454,225 | | 89.0 | | | 6.3 | | | 28,389 | | | 700,000 | | | 680,000 | | | 276,000 | | | | 7,938,000 | | | | | |
Four Points Centre (Retail) | | Austin, TX | | 4,800 | | 0.0 | | | 100.0 | | | 4,800 | | | 124,000 | | | 124,000 | | | 237,000 | | | | — | | | | | |
Walnut Hill Plaza | | King of Prussia, PA | | 150,573 | | 47.7 | | | 25.0 | | | 37,643 | | | 513,000 | | | 511,000 | | | 860,000 | | | | — | (8) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total / Average | | | | 1,144,676 | | 83.2 | | | | | | 104,274 | | | 2,193,000 | | | 2,134,000 | | | 1,735,000 | | | | 17,313,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Properties Projected to Stabilize in 2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
City National Plaza | | Los Angeles, CA | | 2,496,084 | | 82.3 | | | 21.3 | | | 532,663 | | | 13,148,000 | | | 12,186,000 | | | 7,576,000 | | | | 122,915,000 | | | | 857,000 | |
Brookhollow Central I, II, and III | | Houston, TX | | 805,967 | | 64.0 | | | 25.0 | | | 201,492 | | | 2,672,000 | | | 2,484,000 | | | 9,283,000 | | | | 14,284,000 | | | | — | |
One Congress Plaza | | Austin, TX | | 518,385 | | 89.4 | | | 6.3 | | | 32,399 | | | 664,000 | | | 661,000 | | | 582,000 | | | | 8,001,000 | | | | — | |
One American Center | | Austin, TX | | 503,951 | | 85.5 | | | 6.3 | | | 31,497 | | | 649,000 | | | 642,000 | | | 609,000 | | | | 7,500,000 | | | | — | |
San Jacinto Center | | Austin, TX | | 410,248 | | 94.9 | | | 6.3 | | | 25,641 | | | 576,000 | | | 553,000 | | | 611,000 | | | | 6,313,000 | | | | — | |
Westech 360 I-IV | | Austin, TX | | 178,777 | | 56.7 | | | 6.3 | | | 11,174 | | | 186,000 | | | 185,000 | | | 350,000 | | | | 7,036,000 | (9) | | | — | |
Park 22 I-III | | Austin, TX | | 203,716 | | 87.8 | | | 6.3 | | | 12,732 | | | 202,000 | | | 202,000 | | | 281,000 | | | | — | (9) | | | — | |
Great Hills Plaza | | Austin, TX | | 135,333 | | 72.0 | | | 6.3 | | | 8,458 | | | 129,000 | | | 128,000 | | | 159,000 | | | | — | (9) | | | — | |
Four Points Centre (Office) | | Austin, TX | | 192,000 | | 0.0 | | | 100.0 | | | 192,000 | | | 3,695,000 | | | 3,695,000 | | | 9,782,000 | | | | 29,401,000 | | | | 13,268,000 | |
Two Commerce Square | | Philadelphia, PA | | 953,276 | | 86.1 | | | 100.0 | | | 953,276 | | | 16,167,000 | | | 15,854,000 | | | 21,623,000 | (10) | | | 144,533,000 | | | | — | (10) |
Four Falls Corporate Center | | Conshohocken, PA | | 253,985 | | 80.7 | | | 25.0 | | | 63,496 | | | 1,271,000 | | | 1,253,000 | | | 1,416,000 | | | | 13,017,000 | | | | — | |
Centerpointe I and II | | Fairfax, VA | | 421,651 | | 53.0 | | | 25.0 | | | 105,413 | | | 2,362,000 | | | 2,260,000 | | | 5,076,000 | | | | 30,946,000 | | | | — | |
Fair Oaks Plaza | | Fairfax, VA | | 179,688 | | 84.1 | | | 25.0 | | | 44,922 | | | 898,000 | | | 856,000 | | | 922,000 | | | | 11,075,000 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total / Average | | | | 7,253,061 | | 77.6 | | | | | | 2,215,163 | | | 42,619,000 | | | 40,959,000 | | | 58,270,000 | | | | 395,021,000 | | | | 14,125,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Properties Projected to Stabilize in 2012 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reflections I | | Reston, VA | | 123,546 | | 100.0 | | | 25.0 | | | 30,887 | | | 706,000 | | | 706,000 | | | 1,955,000 | | | | 5,518,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total / Average | | | | 123,546 | | 100.0 | | | | | | 30,887 | | | 706,000 | | | 706,000 | | | 1,955,000 | | | | 5,518,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total / Average All Properties | | 13,211,687 | | 84.9 | % | | | | | 4,148,419 | | $ | 74,171,000 | | $ | 69,339,000 | | $ | 61,960,000 | | | $ | 679,507,000 | | | $ | 14,967,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Footnotes on following page.
12
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA AS OF MARCH 31, 2009 - CONTINUED
Footnotes to Portfolio Data on previous page:
(1) | TPGI share information set forth in the table is calculated by multiplying the applicable data for our property by the TPGI percentage interest of each such property. |
(2) | 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. |
(3) | Occupancy at stabilization is expected to be approximately 93%. Certain properties that have occupancy greater than 93% are considered unstabilized due to upcoming significant tenant vacancies not yet reflected. |
(4) | For properties currently stabilized, the estimated stabilized net operating income (NOI) represents the sum of i) the annual straight-line rent under existing leases which were in place as of March 31, 2009, calculated as if the leases began as of March 31, 2009, and ii) estimated parking and other income, less estimated operating expenses less non-recurring items. For properties expected to become stabilized in future years, estimated stabilized NOI represents the sum of i) the annual 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 annual expected market rent for the remaining space (up to the stabilized occupancy percentage), and iii) estimated parking and other income, less estimated operating expenses less non-recurring items. |
(5) | For properties currently stabilized, the estimated stabilized NOI – cash basis represents the sum of i) the annual cash rent under existing leases which were in place as of March 31, 2009, and ii) estimated parking and other income, less estimated operating expenses less non-recurring items. For properties expected to become stabilized in future years, estimated stabilized NOI cash basis represents the sum of i) the annual cash rent under existing leases which will be in place in the year the properties are stabilized, ii) the annual expected market rent for the remaining space (up to the stabilized occupancy percentage), and iii) estimated parking and other income, less estimated operating expenses less non-recurring items. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | Three of our Austin, Texas properties carry first mortgage liens and our seven remaining Austin properties provide secondary equity pledges to secure the Austin Portfolio bank term loan in the pro rata amount of $7,036,000. |
(10) | The Company intends to procure financing for the expected capital expenditures to complete stabilization of Two Commerce Square through a refinancing of the Two Commerce Square senior and mezzanine debt. |
Lease Expirations
The table below reflects the square footage expiring in TPGI’s 100% owned properties and TPGI’s share of the square footage expiring in TPGI’s joint venture properties. For properties where existing leases have been renewed or replaced, the later expiration date is used.
| | | | | | | | |
TPGI Percentage Interest in Consolidated and Unconsolidated Properties Lease Expirations |
Year | | Expiring Rentable Square Feet | | Annualized Rent Per Leased Square Foot | | Annualized Rent Per Leased Square Foot at Expiration |
Vacant | | 720,070 | | $ | — | | $ | — |
2009 | | 194,119 | | | 19.62 | | | 15.69 |
2010 | | 255,914 | | | 18.45 | | | 17.42 |
2011 | | 169,250 | | | 14.94 | | | 16.06 |
2012 | | 282,352 | | | 14.40 | | | 17.11 |
2013 | | 441,796 | | | 15.58 | | | 19.11 |
Thereafter | | 2,084,918 | | | 13.31 | | | 20.66 |
| | | | | | | | |
Total | | 4,148,419 | | | | | | |
| | | | | | | | |
13
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA AS OF MARCH 31, 2009 - CONTINUED
Our Development Properties
| | | | | | | | | | | | | | | | | | | | | | |
Pre-Development: | | | | | | | | | | | | | | | |
| | | | | | | | | | | Actual / Projected Entitlements | | | | TPGI Share |
| | Location | | TPGI Percentage Interest | | | Number of Acres | | Potential Property Types | | Square Feet | | Units | | Status of Entitlements | | Costs Incurred to Date | | | Loan Balance |
Campus El Segundo (1) | | El Segundo, CA | | 100.0 | % | | 26.1 | | Office/Retail/R&D/Hotel | | 1,800,000 | | | | Entitled | | $ | 60,155 | | | $ | 17,000 |
Universal Village (2) | | Los Angeles, CA | | NA | | | 124.0 | | Residential/Retail | | 180,000 | | 2,937 | | Pending | | | — | | | | |
MetroStudio@Lankershim (3) | | Los Angeles, CA | | NA | | | 14.4 | | Office/Production Facility | | 1,500,000 | | | | Pending | | | 14,514 | | | | |
Wilshire Grand (4) | | Los Angeles, CA | | NA | | | 2.7 | | Office/ Retail/ Residential/ Hotel | | 2,000,000 | | 50 | | Pending | | | — | | | | |
Four Points Centre | | Austin, TX | | 100.0 | | | 252.5 | | Office/ Retail/R&D/Hotel | | 1,680,000 | | | | Entitled | | | 18,060 | (5) | | | |
2100 JFK Boulevard | | Philadelphia, PA | | 100.0 | | | 0.7 | | Office/ Retail/R&D/Hotel | | 366,000 | | | | Entitled | | | 5,031 | | | | |
2500 City West land | | Houston, TX | | 25.0 | | | 3.3 | | Office/Retail/Residential/
Hotel | | 500,000 | | | | Entitled | | | 901 | | | | |
CityWestPlace land | | Houston, TX | | 25.0 | | | 25.0 | | Office/ Retail/ Residential | | 1,500,000 | | | | Entitled | | | 5,345 | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 9,526,000 | | 2,987 | | | | $ | 104,006 | | | $ | 17,000 |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Condominium Units Held for Sale: | | | | | | | | | | | | | | |
| | Location | | TPGI Percentage Interest | | Description | | Average Sales Price Per Square Foot To Date | | Units Sold To Date | | Book Carrying Value | | Loan Balance | | Remaining Loan Capacity |
Murano (6) | | Philadelphia, PA | | 73.0%(7) | | 43-story for-sale condominium project containing 302 units (average unit SF = 1,158); 177 remaining for sale (average unit SF = 1,185). Certificates of occupancy received for 100% of units | | $ | 496 | | 125 | | $ | 101,275 | | $ | 69,600 | | $ | 3,863 |
| | | | | | | | | | | | | | | | | | | | |
(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 television production facility and office space, in conjunction with the space needs of NBC Universal. 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) | We have been engaged by Korean Air to entitle and master plan a 2.7 acre site in the Los Angeles CBD for 2,000,000 square feet of development that consists of office, hotel, residential and retail uses. |
(5) | 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. We have classified this land as held for sale. |
(6) | We have substantially completed construction and received certificates of occupancy for 100% of the condominium units at Murano. As of March 31, 2009, we had closed the sale of 112 units and 108 parking spaces and had an additional 13 units and 11 parking spaces under contract of sale. |
(7) | We have a $20.5 million preferred equity interest in Murano. Excluding the preferred equity interest, we hold a 73% interest in the property. |
14
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATAASOF MARCH 31, 2009 - 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 | | 97.6 | % |
Pacific Financial Plaza | | Newport Beach, CA | | 1982/1993 | | 279,474 | | 96.8 | |
1835 Market Street | | Philadelphia, PA | | 1987 | | 686,503 | | 86.9 | |
CalEPA Headquarters | | Sacramento, CA | | 2000 | | 950,939 | | 100.0 | |
| | | | | | | | | |
Total/Weighted Average | | | | | | 2,159,092 | | 95.2 | % |
| | | | | | | | | |
15
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY
(in thousands)
| | | | | | | | | | | | | | | |
Mortgages and Other Loans | | Interest Rate at March 31, 2009 | | | Principal Amount | | | TPGI Share of Principal Amount | | Maturity Date | | | Maturity Date at End of Extension Options |
Former minority partner loan – Campus El Segundo | | N/A | | | $ | 1,950 | | | $ | 1,950 | | 4/3/2009 | (4) | | 4/3/2009 |
| | | | | | | | | | | | | | | |
Subtotal 2009 maturities | | | | | | 1,950 | | | | 1,950 | | | | | |
| | | | | | | | | | | | | | | |
Two Commerce Square – senior mezzanine loan | | 19.3 | % | | | 31,567 | | | | 31,567 | | 1/9/2010 | | | 1/9/2010 |
Two Commerce Square – junior mezzanine loan | | 15.0 | | | | 4,506 | | | | 4,506 | | 1/9/2010 | | | 1/9/2010 |
Four Falls Corporate Center | | 5.3 | | | | 52,067 | (9) | | | 13,017 | | 3/6/2010 | | | 3/6/2010 |
Oak Hill Plaza/ Walnut Hill Plaza | | 5.3 | | | | 44,452 | (10) | | | 11,113 | | 3/6/2010 | | | 3/6/2010 |
City National Plaza | | 2.4 | | | | 575,981 | | | | 122,915 | | 7/9/2009 | (5) | | 7/9/2010 |
Murano construction loan | | 7.0 | | | | 69,600 | (11) | | | 69,600 | | 7/31/2009 | (3) | | 7/31/2010 |
Brookhollow Central I, II, and III | | 3.3 | | | | 57,065 | | | | 14,267 | | 8/9/2009 | (7) | | 8/9/2010 |
San Felipe Plaza | | 5.0 | | | | 117,700 | | | | 29,425 | | 8/11/2010 | | | 8/11/2010 |
2500 City West | | 5.0 | | | | 82,132 | | | | 20,533 | | 8/11/2010 | | | 8/11/2010 |
Campus El Segundo mortgage loan | | 2.8 | | | | 17,000 | | | | 17,000 | | 10/10/2009 | (1) | | 10/10/2010 |
| | | | | | | | | | | | | | | |
Subtotal 2010 maturities | | | | | | 1,052,070 | | | | 333,943 | | | | | |
| | | | | | | | | | | | | | | |
City West Place – mortgage loan (Buildings III & IV) | | 1.6 | | | | 92,400 | | | | 23,100 | | 7/1/2009 | (6) | | 7/1/2011 |
| | | | | | | | | | | | | | | |
Subtotal 2011 maturities | | | | | | 92,400 | | | | 23,100 | | | | | |
| | | | | | | | | | | | | | | |
Centerpointe I and II | | 2.1 | | | | 123,780 | | | | 30,946 | | 2/9/2010 | (8) | | 2/9/2012 |
Austin Portfolio senior secured priority financing | | 10.0 | | | | 20,033 | (14) | | | — | | 6/1/2012 | | | 6/1/2012 |
Research Park Plaza I and II | | 1.8 | | | | 51,500 | | | | 3,219 | | 6/9/2009 | (13) | | 6/9/2012 |
Stonebridge Plaza II | | 1.7 | | | | 37,500 | | | | 2,344 | | 6/9/2009 | (13) | | 6/9/2012 |
Four Points Centre construction loan | | 2.0 | | | | 29,401 | | | | 29,401 | | 6/11/2010 | (2) | | 6/11/2012 |
| | | | | | | | | | | | | | | |
Subtotal 2012 maturities | | | | | | 262,214 | | | | 65,910 | | | | | |
| | | | | | | | | | | | | | | |
Two Commerce Square – mortgage loan | | 6.3 | | | | 108,460 | | | | 108,460 | | 5/9/2013 | | | 5/9/2013 |
| | | | | | | | | | | | | | | |
Subtotal 2013 maturities | | | | | | 108,460 | | | | 108,460 | | | | | |
| | | | | | | | | | | | | | | |
Austin Portfolio bank term loan | | 4.4 | | | | 112,570 | (15) | | | 7,036 | | 6/1/2013 | | | 6/1/2014 |
Reflections I | | 5.2 | | | | 22,072 | | | | 5,518 | | 4/1/2015 | | | 4/1/2015 |
Reflections II | | 5.2 | | | | 9,196 | | | | 2,299 | | 4/1/2015 | | | 4/1/2015 |
One Commerce Square – mortgage loan | | 5.7 | | | | 130,000 | | | | 130,000 | | 1/6/2016 | | | 1/6/2016 |
CityWestPlace – mortgage loan (Buildings I & II) | | 6.2 | | | | 121,000 | | | | 30,250 | | 7/6/2016 | | | 7/6/2016 |
Fair Oaks Plaza | | 5.5 | | | | 44,300 | | | | 11,075 | | 2/9/2017 | | | 2/9/2017 |
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 |
300 West 6th Street | | 6.0 | | | | 127,000 | | | | 7,938 | | 6/11/2017 | | | 6/11/2017 |
One American Center | | 6.0 | | | | 120,000 | | | | 7,500 | | 6/11/2017 | | | 6/11/2017 |
San Jacinto Center | | 6.1 | | | | 101,000 | | | | 6,313 | | 6/11/2017 | | | 6/11/2017 |
2121 Market Street | | 6.1 | | | | 18,744 | (12) | | | 9,372 | | 8/1/2033 | | | 8/1/2033 |
| | | | | | | | | | | | | | | |
Subtotal 2014 and thereafter maturities | | | | | | 1,083,882 | | | | 234,677 | | | | | |
| | | | | | | | | | | | | | | |
| | | | | $ | 2,600,976 | | | $ | 768,040 | | | | | |
| | | | | | | | | | | | | | | |
Weighted average interest rate at March 31, 2009 | | 4.7 | % | | | | | | | | | | | | |
Footnotes on following page
16
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY – CONTINUED
(in thousands)
Footnotes to Debt Summary on previous page
(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 lender’s option, a written appraisal may be required. We expect to exercise our option to extend this loan. In the event the loan to value ratio exceeds 65%, we must pay down the outstanding principal to meet the 65% loan to value ratio. In addition, the lender may require a $2.5 million additional principal paydown. |
(2) | We may borrow an additional $13.3 million under this construction loan. 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 levels, respectively, an extension fee of 0.125% of the loan commitments, and at the lender’s option, a written appraisal and a loan to value ratio 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 extension options are each conditioned on the closing of 100 residential units, which has occurred. The extension options are subject to exit fees equal to 0.5% of the outstanding principal balance and unfunded commitments and may be reduced to 0.25% if certain conditions are met. The principal paydowns are also subject to an exit fee. |
(4) | The interest rate prior to payoff was 5%. An early payoff was negotiated and an amount of $4.1 million, including interest, was agreed upon. The first installment payment was made in the first quarter of 2009 and the second and final installment of $2.05 million, including interest, was paid on April 3, 2009. The Company recognized a $0.5 million gain on early extinguishment of debt in the first quarter of 2009. |
(5) | The loan has a 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. We have notified the lender of our intent to exercise the remaining one year extension. |
(6) | The loan has two one-year extension options at our election. We have notified the lender of our intent to exercise the first of the two remaining one year extensions. |
(7) | The loan has a one-year extension option at our election. We have notified the lender of our intent to exercise the remaining one year extension. |
(8) | The loan has two one-year extension options at our election, subject to a debt service coverage ratio of 1:1. |
(9) | $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. |
(10) | $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. |
(11) | We may borrow an additional $3.9 million under this construction loan. The loan has two six-month extension options at our election. The first and second extension options are each conditional on the closing of 100 residential units, which has occurred. The extension options are subject to exit fees equal to 0.5% of the outstanding principal balance and unfunded commitments and may be reduced to 0.25% if certain conditions are met. We expect to exercise these options. The principal paydowns are also subject to an exit fee. The Company has a completion guaranty for the Murano construction loan, which includes a guaranty of interest. |
(12) | 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. |
(13) | The loan has three one-year extension options at our election. We have notified the lender of our intent to exercise the first of the three remaining one year extensions. |
(14) | We and our partners in the Austin Portfolio replaced the unfunded $100 million commitment under a $292.5 million credit facility with $60 million of new senior secured priority financing contributed by the partners. Approximately $14 million of this new financing was used to acquire at a discount and immediately retire third party term loan debt with an $80 million face value. $20 million of the $60 million commitment has been funded by the partners as of March 31, 2009. The remaining commitment will provide an ongoing source of capital for leasing costs and capital improvements. See also Note 15 below. |
(15) | The Austin Portfolio bank term loan represents the modified balance under the amended credit agreement after third party term loan debt with a face value of $80 million was acquired at a discount for approximately $14 million and immediately retired. As a result, the previously funded loan of $192.5 million was reduced to $112.5 million. See also Note 14 above. |
17
Thomas Properties Group, Inc.
Supplemental Financial Information
CAPITAL STRUCTURE
(in thousands, except share data)
The following is the capital structure of TPGI as of March 31, 2009:
| | | | | |
Debt | | | | Aggregate Principal |
Mortgage, other secured, and unsecured loans | | | | $ | 392,484 |
Company share of unconsolidated debt | | | | | 375,556 |
| | | | | |
Total combined debt | | | | $ | 768,040 |
| | | | | |
| | |
Equity | | Shares/Units Outstanding | | Market Value (1) |
Common stock | | 25,693,354 | | $ | 30,318 |
Operating partnership units (2) | | 13,813,331 | | | 16,300 |
| | | | | |
Total common equity | | 39,506,685 | | $ | 46,618 |
| | | | | |
Total consolidated market capitalization | | | | $ | 439,102 |
| | | | | |
Total combined market capitalization (3) | | | | $ | 814,658 |
| | | | | |
(1) | Based on the closing price of $1.18 per share of TPGI common stock on March 31, 2009. |
(2) | Includes outstanding operating partnership units not owned by TPGI and vested incentive units as of March 31, 2009. |
(3) | Includes TPGI’s share of debt of unconsolidated real estate entities. |
18
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 |
19