EXHIBIT 99.1
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Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended September 30, 2010
Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended September 30, 2010
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 (EBDT) (Non-GAAP) | | | 10 | |
After Tax Cash Flow (ATCF) (Non-GAAP) | | | 12 | |
Investment Advisory, Management, Leasing and Development Services | | | 14 | |
Portfolio Data | | | 16 | |
Debt Summary | | | 21 | |
Capital Structure | | | 23 | |
Other Information | | | 24 | |
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 Securities and Exchange Commission.
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 interests in premier properties, 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 September 30, 2010, we own interests in and asset manage 27 operating properties with 13.2 million rentable square feet and provide leasing, asset and/or property management services on behalf of third parties for an additional five operating properties with 2.6 million rentable square feet.
Our Investment Management Platform
Our sponsorship of partnerships and joint ventures provides us with additional institutional capital for investment as well as the opportunity to earn fees for asset management, property management, leasing and other services, as well as possible carried interest or promote fees.
TPG/CalSTRS, LLC (“TPG/CalSTRS”) is a value-add/core-plus joint venture with the California State Teachers’ Retirement System (“CalSTRS”), which has total capital commitments of $511.7 million of which $24.8 million and $19.0 million is currently unfunded by CalSTRS and us, respectively. This joint venture, in which our operating partnership, Thomas Properties Group, L.P. (“TPG”), is the managing member, currently owns 12 office properties. The joint venture also holds a 25.0% interest in a separate joint venture which owns an additional ten office properties in Austin, Texas.
Significant Recent Events
During the third quarter, TPG and Brandywine Realty Trust (“BDN”) entered into contribution agreements whereby BDN has agreed to invest in partnerships with TPG that own Commerce Square in Philadelphia, Pennsylvania, which are currently wholly-owned by TPG. BDN will contribute a total of $25 million of preferred equity to the partnerships, and will become a 25% limited partner. BDN’s preferred equity will be contributed $5 million at closing with the balance to be contributed by December 31, 2012. The transaction is subject to customary closing conditions and expected to close in the fourth quarter of 2010. The preferred equity will be invested in a value-enhancement program designed to increase rental rates and occupancy at Commerce Square.
During the third quarter, we continued to sell condominium residences at Murano, and closed the sales of 9 units at an average price of $467 per square foot, resulting in a reduction of approximately $4.8 million in our construction loan balance. Since September 30, 2010, we have sold one additional unit. Once this sale is closed, our inventory of condominium residences will be 82 units, 74 of which are on high-rise floors with superior views.
During the third quarter and subsequent to quarter end, TPG/CalSTRS completed several leases at our Centerpointe project in Fairfax, Virginia, increasing the occupancy from 62.7% at June 30, 2010 to the current level of 91.1%. As a result of the improved leasing performance of this project, on October 19, 2010, TPG/CalSTRS restructured the debt and equity capital in our Centerpointe partnership by acquiring the mezzanine A and B notes for approximately $40 million, at a discount to par of approximately $6.6 million or 14%. In addition, the mezzanine C loan was modified to provide us with the right to prepay the loan equal to a 50% discount on the principal plus a participation feature for the lender. The mezzanine C loan was also extended through February 9, 2012 with one additional year of extension available up to February 9, 2013. CalSTRS contributed 95% and TPG contributed 5% of the $40 million, which will be treated as preferred equity.
Subsequent to September 30, 2010, TPG/CalSTRS closed a new non-recourse first mortgage loan for CityWestPlace Buildings III and IV, two buildings located in Houston, Texas. The new mortgage loan in the amount of $95 million was provided by The Northwestern Mutual Life Insurance Company. The loan bears interest at a fixed rate of 5.03% and will mature in March 2020. It replaces a floating rate loan in the amount of $92.4 million, which was scheduled to mature in July 2011. With the completion of this financing, and considering the extension options available to us, there are no debt maturities in our portfolio until 2012.
1
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 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 are 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 Sheets
Included are pro-rata consolidated statements of operations, as well as pro-rata consolidated balance sheets, 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 been 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 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 measurements 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 and 11 for a discussion of EBDT and a reconciliation of EBDT to net income (loss) and pages 12 and 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)
(unaudited)
| | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 7,330 | | | $ | 7,385 | | | $ | 21,818 | | | $ | 22,499 | |
Tenant reimbursements | | | 4,976 | | | | 4,566 | | | | 15,476 | | | | 16,151 | |
Parking and other | | | 853 | | | | 571 | | | | 2,651 | | | | 2,156 | |
Investment advisory, management, leasing and development services | | | 1,645 | | | | 2,622 | | | | 5,594 | | | | 7,158 | |
Investment advisory, management, leasing and development services- unconsolidated real estate entities | | | 3,673 | | | | 3,388 | | | | 11,126 | | | | 11,229 | |
Reimbursement of property personnel costs | | | 1,403 | | | | 1,425 | | | | 4,213 | | | | 4,213 | |
Condominium sales | | | 5,237 | | | | 22,927 | | | | 14,559 | | | | 22,927 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 25,117 | | | | 42,884 | | | | 75,437 | | | | 86,333 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Property operating and maintenance | | | 5,948 | | | | 5,936 | | | | 18,659 | | | | 18,439 | |
Real estate taxes | | | 1,745 | | | | 1,943 | | | | 5,221 | | | | 5,427 | |
Investment advisory, management, leasing and development services | | | 2,953 | | | | 2,799 | | | | 7,987 | | | | 8,638 | |
Reimbursable property personnel costs | | | 1,403 | | | | 1,425 | | | | 4,213 | | | | 4,213 | |
Cost of condominium sales | | | 3,858 | | | | 20,892 | | | | 10,655 | | | | 20,892 | |
Interest | | | 4,820 | | | | 6,787 | | | | 14,368 | | | | 20,415 | |
Depreciation and amortization | | | 3,432 | | | | 3,008 | | | | 10,405 | | | | 9,373 | |
General and administrative | | | 3,365 | | | | 3,907 | | | | 9,861 | | | | 12,280 | |
Impairment loss | | | — | | | | 8,600 | | | | — | | | | 8,600 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 27,524 | | | | 55,297 | | | | 81,369 | | | | 108,277 | |
| | | | | | | | | | | | | | | | |
Gain from extinguishment of debt | | | — | | | | — | | | | — | | | | 509 | |
Interest income | | | 17 | | | | 34 | | | | 55 | | | | 287 | |
Equity in net income (loss) of unconsolidated real estate entities | | | 538 | | | | (3,103 | ) | | | (938 | ) | | | (595 | ) |
| | | | | | | | | | | | | | | | |
Loss before income taxes and noncontrolling interests | | | (1,852 | ) | | | (15,482 | ) | | | (6,815 | ) | | | (21,743 | ) |
Provision for income taxes | | | (62 | ) | | | (242 | ) | | | (417 | ) | | | (480 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | | (1,914 | ) | | | (15,724 | ) | | | (7,232 | ) | | | (22,223 | ) |
Noncontrolling interests’ share of net loss: | | | | | | | | | | | | | | | | |
Unitholders in the Operating Partnership | | | 530 | | | | 6,007 | | | | 2,039 | | | | 7,456 | |
Partners in consolidated real estate entities | | | (51 | ) | | | (1,195 | ) | | | (128 | ) | | | 934 | |
| | | | | | | | | | | | | | | | |
| | | 479 | | | | 4,812 | | | | 1,911 | | | | 8,390 | |
| | | | | | | | | | | | | | | | |
TPGI share of net loss | | $ | (1,435 | ) | | $ | (10,912 | ) | | $ | (5,321 | ) | | $ | (13,833 | ) |
| | | | | | | | | | | | | | | | |
Loss per share-basic and diluted | | $ | (0.04 | ) | | $ | (0.43 | ) | | $ | (0.16 | ) | | $ | (0.56 | ) |
Weighted average common shares-basic and diluted | | | 34,910,415 | | | | 25,212,319 | | | | 33,218,238 | | | | 24,978,388 | |
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Thomas Properties Group, Inc.
Supplemental Financial Information
CONSOLIDATED BALANCE SHEETS
(in thousands)
| | | | | | | | |
| | September 30, 2010 | | | December 31, 2009 | |
| | (unaudited) | | | (audited) | |
ASSETS | | | | | | | | |
Investments in real estate: | | | | | | | | |
Operating properties, net | | $ | 269,217 | | | $ | 276,603 | |
Land improvements – development properties | | | 94,906 | | | | 95,558 | |
| | | | | | | | |
| | | 364,123 | | | | 372,161 | |
| | | | | | | | |
Condominium units held for sale | | | 54,600 | | | | 64,101 | |
Improved land held for sale | | | 4,571 | | | | 4,508 | |
Investments in unconsolidated real estate entities | | | 17,124 | | | | 14,458 | |
Cash and cash equivalents, unrestricted | | | 43,167 | | | | 35,935 | |
Restricted cash | | | 9,006 | | | | 12,071 | |
Rents and other receivables, net | | | 1,794 | | | | 2,073 | |
Receivables from unconsolidated real estate entities | | | 2,068 | | | | 2,010 | |
Deferred rents | | | 14,167 | | | | 12,954 | |
Deferred leasing and loan costs, net | | | 13,343 | | | | 15,375 | |
Above market rents, net | | | 671 | | | | 838 | |
Deferred tax asset, net of valuation allowance | | | 14,064 | | | | 17,644 | |
Other assets, net | | | 4,995 | | | | 5,275 | |
| | | | | | | | |
Total assets | | $ | 543,693 | | | $ | 559,403 | |
| | | | | | | | |
| | |
| | September 30, 2010 | | | December 31, 2009 | |
| | (unaudited) | | | (audited) | |
LIABILITIES AND EQUITY | | | | | | | | |
Liabilities: | | | | | | | | |
Mortgage and other secured loans | | $ | 301,957 | | | $ | 318,236 | |
Accounts payable and other liabilities | | | 10,658 | | | | 15,260 | |
Unrecognized tax benefits | | | 16,389 | | | | 19,639 | |
Prepaid rent and deferred revenue | | | 3,125 | | | | 3,249 | |
Below market rents, net | | | 509 | | | | 674 | |
| | | | | | | | |
Total liabilities | | | 332,638 | | | | 357,058 | |
| | | | | | | | |
Equity: | | | | | | | | |
Stockholders’ equity: | | | | | | | | |
Common stock | | | 354 | | | | 308 | |
Limited voting stock | | | 138 | | | | 138 | |
Additional paid-in capital | | | 200,833 | | | | 185,344 | |
Retained deficit and dividends including $35 and $74 of other comprehensive loss as of September 30, 2010 and December 31, 2009, respectively | | | (54,676 | ) | | | (49,394 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 146,649 | | | | 136,396 | |
Noncontrolling interests: | | | | | | | | |
Unitholders in the Operating Partnership | | | 61,033 | | | | 63,042 | |
Partners in consolidated real estate entities | | | 3,373 | | | | 2,907 | |
| | | | | | | | |
Total noncontrolling interests | | | 64,406 | | | | 65,949 | |
| | | | | | | | |
Total equity | | | 211,055 | | | | 202,345 | |
| | | | | | | | |
Total liabilities and equity | | $ | 543,693 | | | $ | 559,403 | |
| | | | | | | | |
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 and nine months ended September 30, 2010 and 2009.
| | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | | Nine months ended September 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
Revenues: | | | | | | | | | | | | | | | | |
Rental | | $ | 50,998 | | | $ | 52,102 | | | $ | 152,154 | | | $ | 157,133 | |
Tenant reimbursements | | | 21,746 | | | | 20,296 | | | | 65,041 | | | | 65,266 | |
Parking and other | | | 7,052 | | | | 6,918 | | | | 20,851 | | | | 20,998 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 79,796 | | | | 79,316 | | | | 238,046 | | | | 243,397 | |
| | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | |
Property operating and maintenance | | | 31,392 | | | | 31,069 | | | | 91,704 | | | | 90,426 | |
Real estate and other taxes | | | 10,635 | | | | 9,777 | | | | 31,537 | | | | 32,067 | |
Interest | | | 28,222 | | | | 24,959 | | | | 79,937 | | | | 77,925 | |
Depreciation and amortization | | | 27,956 | | | | 29,251 | | | | 85,769 | | | | 90,749 | |
Impairment loss | | | — | | | | 8,049 | | | | — | | | | 8,049 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 98,205 | | | | 103,105 | | | | 288,947 | | | | 299,216 | |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (18,409 | ) | | | (23,789 | ) | | | (50,901 | ) | | | (55,819 | ) |
Gain on extinguishment of debt | | | 7,077 | | | | — | | | | 7,077 | | | | 67,017 | |
Interest income | | | 30 | | | | 57 | | | | 67 | | | | 240 | |
Income (loss) from discontinued operations | | | — | | | | (86 | ) | | | — | | | | (83 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (11,302 | ) | | $ | (23,818 | ) | | $ | (43,757 | ) | | $ | 11,355 | |
| | | | | | | | | | | | | | | | |
TPGI share of equity in net income (loss) of unconsolidated real estate entities | | $ | 538 | | | $ | (3,103 | ) | | $ | (938 | ) | | $ | (595 | ) |
| | | | | | | | | | | | | | | | |
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 September 30, 2010 and December 31, 2009.
| | | | | | | | |
| | September 30, 2010 | | | December 31, 2009 | |
ASSETS | | | | | | | | |
Investments in real estate, net | | $ | 2,175,052 | | | $ | 2,224,709 | |
Land held for sale | | | 3,888 | | | | 3,853 | |
Cash and cash equivalents, unrestricted | | | 36,554 | | | | 24,918 | |
Restricted cash | | | 54,138 | | | | 93,434 | |
Rents and other receivables, net | | | 3,365 | | | | 3,546 | |
Above market rents, net | | | 1,593 | | | | 2,117 | |
Deferred rents | | | 88,251 | | | | 79,960 | |
Deferred leasing and loan costs, net | | | 133,366 | | | | 144,287 | |
Other assets | | | 9,929 | | | | 7,258 | |
| | | | | | | | |
Total assets | | $ | 2,506,136 | | | $ | 2,584,082 | |
| | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 1,967,544 | | | $ | 2,217,118 | |
Accounts and interest payable and other liabilities | | | 90,435 | | | | 98,401 | |
Below market rents, net | | | 51,652 | | | | 62,527 | |
| | | | | | | | |
Total liabilities | | | 2,109,631 | | | | 2,378,046 | |
| | | | | | | | |
Equity | | | 396,505 | | | | 206,036 | |
| | | | | | | | |
Total liabilities and equity | | $ | 2,506,136 | | | $ | 2,584,082 | |
| | | | | | | | |
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 September 30, 2010 and 2009, including reconciliation from the consolidated statements of operations to the pro-rata consolidated statements of operations.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended September 30, 2010 | | | For the three months ended September 30, 2009 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 7,330 | | | $ | 8,205 | | | $ | 15,535 | | | $ | 7,385 | | | $ | 10,023 | | | $ | 17,408 | |
Tenant reimbursements | | | 4,976 | | | | 2,728 | | | | 7,704 | | | | 4,566 | | | | 3,360 | | | | 7,926 | |
Parking and other | | | 853 | | | | 842 | | | | 1,695 | | | | 571 | | | | 1,224 | | | | 1,795 | |
Investment advisory, management, leasing and development services | | | 1,645 | | | | — | | | | 1,645 | | | | 2,622 | | | | — | | | | 2,622 | |
Investment advisory, management, leasing and development services- unconsolidated real estate entities | | | 3,673 | | | | 102 | | | | 3,775 | | | | 3,388 | | | | 74 | | | | 3,462 | |
Reimbursement of property personnel costs | | | 1,403 | | | | — | | | | 1,403 | | | | 1,425 | | | | — | | | | 1,425 | |
Condominium sales | | | 5,237 | | | | — | | | | 5,237 | | | | 22,927 | | | | — | | | | 22,927 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 25,117 | | | | 11,877 | | | | 36,994 | | | | 42,884 | | | | 14,681 | | | | 57,565 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Property operating and maintenance | | | 5,948 | | | | 3,988 | | | | 9,936 | | | | 5,936 | | | | 5,535 | | | | 11,471 | |
Real estate and other taxes | | | 1,745 | | | | 1,546 | | | | 3,291 | | | | 1,943 | | | | 1,568 | | | | 3,511 | |
Investment advisory, management, leasing and development services | | | 2,953 | | | | — | | | | 2,953 | | | | 2,799 | | | | — | | | | 2,799 | |
Reimbursable property personnel costs | | | 1,403 | | | | — | | | | 1,403 | | | | 1,425 | | | | — | | | | 1,425 | |
Cost of condominium sales | | | 3,858 | | | | — | | | | 3,858 | | | | 20,892 | | | | — | | | | 20,892 | |
Interest | | | 4,820 | | | | 3,739 | | | | 8,559 | | | | 6,787 | | | | 3,964 | | | | 10,751 | |
Depreciation and amortization | | | 3,432 | | | | 3,751 | | | | 7,183 | | | | 3,008 | | | | 4,773 | | | | 7,781 | |
General and administrative | | | 3,365 | | | | — | | | | 3,365 | | | | 3,907 | | | | — | | | | 3,907 | |
Impairment loss | | | — | | | | — | | | | — | | | | 8,600 | | | | 2,012 | | | | 10,612 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 27,524 | | | | 13,024 | | | | 40,548 | | | | 55,297 | | | | 17,852 | | | | 73,149 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gain on extinguishment of debt | | | — | | | | 1,622 | | | | 1,622 | | | | — | | | | — | | | | — | |
Interest income | | | 17 | | | | 63 | | | | 80 | | | | 34 | | | | 90 | | | | 124 | |
Equity in net income (loss) of unconsolidated real estate entities | | | 538 | | | | (538 | ) | | | — | | | | (3,103 | ) | | | 3,103 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes and noncontrolling interests | | | (1,852 | ) | | | — | | | | (1,852 | ) | | | (15,482 | ) | | | 22 | | | | (15,460 | ) |
Provision for income taxes | | | (62 | ) | | | — | | | | (62 | ) | | | (242 | ) | | | — | | | | (242 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (1,914 | ) | | | — | | | | (1,914 | ) | | | (15,724 | ) | | | 22 | | | | (15,702 | ) |
Noncontrolling interests’ share of net (loss) income: | | | | | | | | | | | | | | | | | | | | | | | | |
Unitholders in the Operating Partnership | | | 530 | | | | — | | | | 530 | | | | 6,007 | | | | — | | | | 6,007 | |
Partners in consolidated real estate entities | | | (51 | ) | | | — | | | | (51 | ) | | | (1,195 | ) | | | — | | | | (1,195 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 479 | | | | — | | | | 479 | | | | 4,812 | | | | — | | | | 4,812 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before loss from discontinued operations | | | (1,435 | ) | | | — | | | | (1,435 | ) | | | (10,912 | ) | | | 22 | | | | (10,890 | ) |
Loss from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | (22 | ) | | | (22 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of net loss | | $ | (1,435 | ) | | $ | — | | | $ | (1,435 | ) | | $ | (10,912 | ) | | $ | — | | | $ | (10,912 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
7
Thomas Properties Group, Inc.
Supplemental Financial Information
PRO-RATA CONSOLIDATED STATEMENTS OF OPERATIONS (NON-GAAP) – CONTINUED
(in thousands)
(unaudited)
The following are the pro-rata consolidated statements of operations of TPGI for the nine months ended September 30, 2010 and 2009, including reconciliation from the consolidated statements of operations to the pro-rata consolidated statements of operations.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the nine months ended September 30, 2010 | | | For the nine months ended September 30, 2009 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Rental | | $ | 21,818 | | | $ | 27,749 | | | $ | 49,567 | | | $ | 22,499 | | | $ | 30,028 | | | $ | 52,527 | |
Tenant reimbursements | | | 15,476 | | | | 10,184 | | | | 25,660 | | | | 16,151 | | | | 10,944 | | | | 27,095 | |
Parking and other | | | 2,651 | | | | 3,422 | | | | 6,073 | | | | 2,156 | | | | 3,827 | | | | 5,983 | |
Investment advisory, management, leasing and development services | | | 5,594 | | | | — | | | | 5,594 | | | | 7,158 | | | | — | | | | 7,158 | |
Investment advisory, management, leasing and development services- unconsolidated real estate entities | | | 11,126 | | | | 307 | | | | 11,433 | | | | 11,229 | | | | 185 | | | | 11,414 | |
Reimbursement of property personnel costs | | | 4,213 | | | | — | | | | 4,213 | | | | 4,213 | | | | — | | | | 4,213 | |
Condominium sales | | | 14,559 | | | | — | | | | 14,559 | | | | 22,927 | | | | — | | | | 22,927 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 75,437 | | | | 41,662 | | | �� | 117,099 | | | | 86,333 | | | | 44,984 | | | | 131,317 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Property operating and maintenance | | | 18,659 | | | | 14,519 | | | | 33,178 | | | | 18,439 | | | | 15,948 | | | | 34,387 | |
Real estate and other taxes | | | 5,221 | | | | 4,966 | | | | 10,187 | | | | 5,427 | | | | 5,246 | | | | 10,673 | |
Investment advisory, management, leasing and development services | | | 7,987 | | | | — | | | | 7,987 | | | | 8,638 | | | | — | | | | 8,638 | |
Reimbursable property personnel costs | | | 4,213 | | | | — | | | | 4,213 | | | | 4,213 | | | | — | | | | 4,213 | |
Cost of condominium sales | | | 10,655 | | | | — | | | | 10,655 | | | | 20,892 | | | | — | | | | 20,892 | |
Interest | | | 14,368 | | | | 12,070 | | | | 26,438 | | | | 20,415 | | | | 12,117 | | | | 32,532 | |
Depreciation and amortization | | | 10,405 | | | | 12,885 | | | | 23,290 | | | | 9,373 | | | | 14,601 | | | | 23,974 | |
General and administrative | | | 9,861 | | | | — | | | | 9,861 | | | | 12,280 | | | | — | | | | 12,280 | |
Impairment loss | | | — | | | | — | | | | — | | | | 8,600 | | | | 2,012 | | | | 10,612 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 81,369 | | | | 44,440 | | | | 125,809 | | | | 108,277 | | | | 49,924 | | | | 158,201 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gain on extinguishment of debt | | | — | | | | 1,622 | | | | 1,622 | | | | 509 | | | | 4,189 | | | | 4,698 | |
Interest income | | | 55 | | | | 218 | | | | 273 | | | | 287 | | | | 177 | | | | 464 | |
Equity in net (loss) income of unconsolidated real estate entities | | | (938 | ) | | | 938 | | | | — | | | | (595 | ) | | | 595 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before income taxes and noncontrolling interests | | | (6,815 | ) | | | — | | | | (6,815 | ) | | | (21,743 | ) | | | 21 | | | | (21,722 | ) |
Provision for income taxes | | | (417 | ) | | | — | | | | (417 | ) | | | (480 | ) | | | — | | | | (480 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (7,232 | ) | | | — | | | | (7,232 | ) | | | (22,223 | ) | | | 21 | | | | (22,202 | ) |
Noncontrolling interests’ share of net loss: | | | | | | | | | | | | | | | | | | | | | | | | |
Unitholders in the Operating Partnership | | | 2,039 | | | | — | | | | 2,039 | | | | 7,456 | | | | — | | | | 7,456 | |
Partners in consolidated real estate entities | | | (128 | ) | | | — | | | | (128 | ) | | | 934 | | | | — | | | | 934 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1,911 | | | | — | | | | 1,911 | | | | 8,390 | | | | — | | | | 8,390 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income before loss from discontinued operations | | | (5,321 | ) | | | — | | | | (5,321 | ) | | | (13,833 | ) | | | 21 | | | | (13,812 | ) |
Loss from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | (21 | ) | | | (21 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of net loss | | $ | (5,321 | ) | | $ | — | | | $ | (5,321 | ) | | $ | (13,833 | ) | | $ | — | | | $ | (13,833 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 September 30, 2010 and December 31, 2009, including reconciliation from the consolidated balance sheets to the pro-rata consolidated balance sheets.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2010 | | | December 31, 2009 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
Investments in real estate, net | | $ | 364,123 | | | $ | 249,914 | | | $ | 614,037 | | | $ | 372,161 | | | $ | 363,206 | | | $ | 735,367 | |
Investments in unconsolidated real estate entities | | | 17,124 | | | | (17,124 | ) | | | — | | | | 14,458 | | | | (14,458 | ) | | | — | |
Condominium units held for sale | | | 54,600 | | | | — | | | | 54,600 | | | | 64,101 | | | | — | | | | 64,101 | |
Land held for sale | | | 4,571 | | | | 972 | | | | 5,543 | | | | 4,508 | | | | 963 | | | | 5,471 | |
Cash and cash equivalents, unrestricted | | | 43,167 | | | | 5,736 | | | | 48,903 | | | | 35,935 | | | | 2,966 | | | | 38,901 | |
Restricted cash | | | 9,006 | | | | 11,576 | | | | 20,582 | | | | 12,071 | | | | 22,341 | | | | 34,412 | |
Rents and other receivables, net | | | 3,862 | | | | 648 | | | | 4,510 | | | | 4,083 | | | | 790 | | | | 4,873 | |
Above market rents, net | | | 671 | | | | 373 | | | | 1,044 | | | | 838 | | | | 474 | | | | 1,312 | |
Deferred rents | | | 14,167 | | | | 13,311 | | | | 27,478 | | | | 12,954 | | | | 17,814 | | | | 30,768 | |
Deferred leasing and loan costs, net | | | 13,343 | | | | 19,105 | | | | 32,448 | | | | 15,375 | | | | 24,025 | | | | 39,400 | |
Deferred tax asset, net of valuation allowance | | | 14,064 | | | | — | | | | 14,064 | | | | 17,644 | | | | — | | | | 17,644 | |
Other assets | | | 4,995 | | | | 1,656 | | | | 6,651 | | | | 5,275 | | | | 1,458 | | | | 6,733 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 543,693 | | | $ | 286,167 | | | $ | 829,860 | | | $ | 559,403 | | | $ | 419,579 | | | $ | 978,982 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage, other secured, and unsecured loans | | $ | 301,957 | | | $ | 270,470 | | | $ | 572,427 | | | $ | 318,236 | | | $ | 397,754 | | | $ | 715,990 | |
Accounts payable and other liabilities | | | 10,658 | | | | 9,784 | | | | 20,442 | | | | 15,260 | | | | 13,946 | | | | 29,206 | |
Unrecognized tax benefits | | | 16,389 | | | | — | | | | 16,389 | | | | 19,639 | | | | — | | | | 19,639 | |
Below market rents, net | | | 509 | | | | 4,205 | | | | 4,714 | | | | 674 | | | | 5,817 | | | | 6,491 | |
Prepaid rent and deferred revenue | | | 3,125 | | | | 1,708 | | | | 4,833 | | | | 3,249 | | | | 2,062 | | | | 5,311 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 332,638 | | | | 286,167 | | | | 618,805 | | | | 357,058 | | | | 419,579 | | | | 776,637 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Noncontrolling interests | | | 64,406 | | | | — | | | | 64,406 | | | | 65,949 | | | | — | | | | 65,949 | |
Total stockholders’ equity | | | 146,649 | | | | — | | | | 146,649 | | | | 136,396 | | | | — | | | | 136,396 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 543,693 | | | $ | 286,167 | | | $ | 829,860 | | | $ | 559,403 | | | $ | 419,579 | | | $ | 978,982 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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) noncontrolling 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 Loss to EBDT:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended September 30, 2010 | | | For the three months ended September 30, 2009 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net loss | | $ | (1,435 | ) | | $ | — | | | $ | (1,435 | ) | | $ | (10,912 | ) | | $ | — | | | $ | (10,912 | ) |
Income tax provision | | | 62 | | | | — | | | | 62 | | | | 242 | | | | — | | | | 242 | |
Noncontrolling interests – unitholders in the Operating Partnership | | | (530 | ) | | | — | | | | (530 | ) | | | (6,007 | ) | | | — | | | | (6,007 | ) |
Depreciation and amortization | | | 3,432 | | | | 3,751 | | | | 7,183 | | | | 3,008 | | | | 4,773 | | | | 7,781 | |
Amortization of loan costs | | | 211 | | | | 101 | | | | 312 | | | | 202 | | | | 191 | | | | 393 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
EBDT | | $ | 1,740 | | | $ | 3,852 | | | $ | 5,592 | | | $ | (13,467 | ) | | $ | 4,964 | | | $ | (8,503 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of EBDT (1) | | $ | 1,243 | | | $ | 2,775 | | | $ | 4,018 | | | $ | (8,660 | ) | | $ | 3,110 | | | $ | (5,550 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
EBDT per share – basic | | | | | | | | | | $ | 0.12 | | | | | | | | | | | $ | (0.22 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
EBDT per share – diluted | | | | | | | | | | $ | 0.11 | | | | | | | | | | | $ | (0.22 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic | | | | | | | | | | | 34,910,415 | | | | | | | | | | | | 25,212,319 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – diluted | | | | | | | | | | | 35,149,733 | | | | | | | | | | | | 25,212,319 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 71.71% and 64.65% for the three months ended September 30, 2010 and 2009, respectively. |
10
Thomas Properties Group, Inc.
Supplemental Financial Information
EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND TAXES (EBDT) (NON-GAAP) – CONTINUED
(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) noncontrolling 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 Loss to EBDT:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the nine months ended September 30, 2010 | | | For the nine months ended September 30, 2009 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net loss | | $ | (5,321 | ) | | $ | — | | | $ | (5,321 | ) | | $ | (13,833 | ) | | $ | — | | | $ | (13,833 | ) |
Income tax provision | | | 417 | | | | — | | | | 417 | | | | 480 | | | | — | | | | 480 | |
Noncontrolling interests – unitholders in the Operating Partnership | | | (2,039 | ) | | | — | | | | (2,039 | ) | | | (7,456 | ) | | | — | | | | (7,456 | ) |
Depreciation and amortization | | | 10,405 | | | | 12,885 | | | | 23,290 | | | | 9,373 | | | | 14,601 | | | | 23,974 | |
Amortization of loan costs | | | 694 | | | | 437 | | | | 1,131 | | | | 372 | | | | 683 | | | | 1,055 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
EBDT | | $ | 4,156 | | | $ | 13,322 | | | $ | 17,478 | | | $ | (11,064 | ) | | $ | 15,284 | | | $ | 4,220 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of EBDT (1) | | $ | 2,936 | | | $ | 9,410 | | | $ | 12,346 | | | $ | (7,100 | ) | | $ | 9,808 | | | $ | 2,708 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
EBDT per share – basic | | | | | | | | | | $ | 0.37 | | | | | | | | | | | $ | 0.11 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
EBDT per share – diluted | | | | | | | | | | $ | 0.37 | | | | | | | | | | | $ | 0.11 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic | | | | | | | | | | | 33,218,238 | | | | | | | | | | | | 24,978,388 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – diluted | | | | | | | | | | | 33,462,470 | | | | | | | | | | | | 24,978,388 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 70.64% and 64.17% for the nine months ended September 30, 2010 and 2009, 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) deferred income tax expense (benefit); ii) noncontrolling 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; vii) the adjustments to rental revenue to reflect the fair market value of rent; and viii) gain from extinguishment of debt. 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 Loss to ATCF:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended September 30, 2010 | | | For the three months ended September 30, 2009 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net loss | | $ | (1,435 | ) | | $ | — | | | $ | (1,435 | ) | | $ | (10,912 | ) | | $ | — | | | $ | (10,912 | ) |
Income tax provision | | | 62 | | | | — | | | | 62 | | | | 242 | | | | — | | | | 242 | |
Noncontrolling interests – unitholders in the Operating Partnership | | | (530 | ) | | | — | | | | (530 | ) | | | (6,007 | ) | | | — | | | | (6,007 | ) |
Depreciation and amortization | | | 3,432 | | | | 3,751 | | | | 7,183 | | | | 3,008 | | | | 4,773 | | | | 7,781 | |
Amortization of loan costs | | | 211 | | | | 101 | | | | 312 | | | | 202 | | | | 191 | | | | 393 | |
Non-cash compensation expense | | | 288 | | | | — | | | | 288 | | | | 654 | | | | — | | | | 654 | |
Straight-line rent adjustments | | | (275 | ) | | | (403 | ) | | | (678 | ) | | | (843 | ) | | | (489 | ) | | | (1,332 | ) |
Adjustments to reflect the fair market value of rent | | | — | | | | (264 | ) | | | (264 | ) | | | (5 | ) | | | (316 | ) | | | (321 | ) |
Impairment loss | | | — | | | | — | | | | — | | | | 8,600 | | | | 2,012 | | | | 10,612 | |
Gain on extinguishment of debt | | | — | | | | (1,622 | ) | | | (1,622 | ) | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF before income taxes | | $ | 1,753 | | | $ | 1,563 | | | $ | 3,316 | | | $ | (5,061 | ) | | $ | 6,171 | | | $ | 1,110 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF before income taxes (1) | | $ | 1,257 | | | $ | 1,121 | | | $ | 2,378 | | | $ | (3,278 | ) | | $ | 3,896 | | | $ | 618 | |
TPGI income tax expense-current | | | (60 | ) | | | — | | | | (60 | ) | | | (72 | ) | | | — | | | | (72 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF | | $ | 1,197 | | | $ | 1,121 | | | $ | 2,318 | | | $ | (3,350 | ) | | $ | 3,896 | | | $ | 546 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – basic | | | | | | | | | | $ | 0.07 | | | | | | | | | | | $ | 0.02 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – diluted | | | | | | | | | | $ | 0.07 | | | | | | | | | | | $ | 0.02 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic | | | | | | | | | | | 34,910,415 | | | | | | | | | | | | 25,212,319 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – diluted | | | | | | | | | | | 35,149,733 | | | | | | | | | | | | 25,212,319 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 71.71% and 64.65% for the three months ended September 30, 2010 and 2009, respectively. |
12
Thomas Properties Group, Inc.
Supplemental Financial Information
AFTER TAX CASH FLOW (ATCF) (NON-GAAP) – CONTINUED
(in thousands, except share and per share data)
(unaudited)
We define ATCF as net income (loss) excluding the following items: i) deferred income tax expense (benefit); ii) noncontrolling 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; vii) the adjustments to rental revenue to reflect the fair market value of rent; and viii) gain from extinguishment of debt. 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 Loss to ATCF:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | For the nine months ended September 30, 2010 | | | For the nine months ended September 30, 2009 | |
| | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | | | Consolidated | | | Plus Unconsolidated Investments at Pro-Rata | | | Pro-Rata | |
Net loss | | $ | (5,321 | ) | | $ | — | | | $ | (5,321 | ) | | $ | (13,833 | ) | | $ | — | | | $ | (13,833 | ) |
Income tax provision | | | 417 | | | | — | | | | 417 | | | | 480 | | | | — | | | | 480 | |
Noncontrolling interests – unitholders in the Operating Partnership | | | (2,039 | ) | | | — | | | | (2,039 | ) | | | (7,456 | ) | | | — | | | | (7,456 | ) |
Depreciation and amortization | | | 10,405 | | | | 12,885 | | | | 23,290 | | | | 9,373 | | | | 14,601 | | | | 23,974 | |
Amortization of loan costs | | | 694 | | | | 437 | | | | 1,131 | | | | 372 | | | | 683 | | | | 1,055 | |
Non-cash compensation expense | | | 467 | | | | — | | | | 467 | | | | 2,257 | | | | — | | | | 2,257 | |
Straight-line rent adjustments | | | (1,067 | ) | | | (897 | ) | | | (1,964 | ) | | | (762 | ) | | | (1,474 | ) | | | (2,236 | ) |
Adjustments to reflect the fair market value of rent | | | 1 | | | | (867 | ) | | | (866 | ) | | | 23 | | | | (1,026 | ) | | | (1,003 | ) |
Impairment loss | | | — | | | | — | | | | — | | | | 8,600 | | | | 2,012 | | | | 10,612 | |
Gain on extinguishment of debt | | | — | | | | (1,622 | ) | | | (1,622 | ) | | | (509 | ) | | | (4,189 | ) | | | (4,698 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF before income taxes | | $ | 3,557 | | | $ | 9,936 | | | $ | 13,493 | | | $ | (1,455 | ) | | $ | 10,607 | | | $ | 9,152 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF before income taxes (1) | | $ | 2,513 | | | $ | 7,018 | | | $ | 9,531 | | | $ | (934 | ) | | $ | 6,806 | | | $ | 5,872 | |
TPGI income tax expense-current | | | (144 | ) | | | — | | | | (144 | ) | | | (132 | ) | | | — | | | | (132 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPGI share of ATCF | | $ | 2,369 | | | $ | 7,018 | | | $ | 9,387 | | | $ | (1,066 | ) | | $ | 6,806 | | | $ | 5,740 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – basic | | | | | | | | | | $ | 0.28 | | | | | | | | | | | $ | 0.23 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
ATCF per share – diluted | | | | | | | | | | $ | 0.28 | | | | | | | | | | | $ | 0.23 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic | | | | | | | | | | | 33,218,238 | | | | | | | | | | | | 24,978,388 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding – diluted | | | | | | | | | | | 33,462,470 | | | | | | | | | | | | 24,978,388 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Based on an interest in our operating partnership of 70.64% and 64.17% for the nine months ended September 30, 2010 and 2009, respectively. |
13
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
Three months ended September 30, 2010 | | Property Management Fees | | | Development Services Fees | | | Leasing Fees | | | Investment Advisory Fees | | | Total Fees | |
Source of revenues: | | | | | | | | | | | | | | | | | | | | |
Wholly-owned properties | | $ | 385 | | | $ | 5 | | | $ | 28 | | | $ | — | | | $ | 418 | |
Unconsolidated real estate entities | | | 2,355 | | | | 135 | | | | 443 | | | | 1,374 | | | | 4,307 | |
Consolidated real estate entities | | | — | | | | — | | | | — | | | | 113 | | | | 113 | |
Managed properties | | | 409 | | | | 1,073 | | | | 41 | | | | 123 | | | | 1,646 | |
| | | | | | | | | | | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | $ | 3,149 | | | $ | 1,213 | | | $ | 512 | | | $ | 1,610 | | | | 6,484 | |
| | | | | | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services expenses | | | | | | | | | | | | | | | | | | | (2,953 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net investment advisory, management, leasing and development services income | | | | | | | | | | | | | | | | | | $ | 3,531 | |
| | | | | | | | | | | | | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | | | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | | | | | | | | | | | | | | | | | $ | 6,484 | |
Elimination of intercompany fee revenues | | | | | | | | | | | | | | | | | | | (1,166 | ) |
| | | | | | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services revenue, as reported | | | | | | | | | | | | | | | | | | $ | 5,318 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Three months ended September 30, 2009 | | | | | | | | | | | | | | | |
Source of revenues: | | | | | | | | | | | | | | | | | | | | |
Wholly-owned properties | | $ | 356 | | | $ | 20 | | | $ | 48 | | | $ | — | | | $ | 424 | |
Unconsolidated real estate entities | | | 2,299 | | | | 176 | | | | 360 | | | | 1,412 | | | | 4,247 | |
Consolidated real estate entities | | | — | | | | — | | | | — | | | | 111 | | | | 111 | |
Managed properties | | | 391 | | | | 1,371 | | | | 736 | | | | 124 | | | | 2,622 | |
| | | | | | | | | | | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | $ | 3,046 | | | $ | 1,567 | | | $ | 1,144 | | | $ | 1,647 | | | | 7,404 | |
| | | | | | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services expenses | | | | | | | | | | | | | | | | | | | (2,799 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net investment advisory, management, leasing and development services income | | | | | | | | | | | | | | | | | | $ | 4,605 | |
| | | | | | | | | | | | | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | | | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | | | | | | | | | | | | | | | | | $ | 7,404 | |
Elimination of intercompany fee revenues | | | | | | | | | | | | | | | | | | | (1,394 | ) |
| | | | | | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services revenue, as reported | | | | | | | | | | | | | | | | | | $ | 6,010 | |
| | | | | | | | | | | | | | | | | | | | |
14
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES – CONTINUED
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | |
Nine months ended September 30, 2010 | | Property Management Fees | | | Development Services Fees | | | Leasing Fees | | | Investment Advisory Fees | | | Total Fees | |
Source of revenues: | | | | | | | | | | | | | | | | |
Wholly-owned properties | | $ | 1,162 | | | $ | 277 | | | $ | 189 | | | $ | — | | | $ | 1,628 | |
Unconsolidated real estate entities | | | 7,267 | | | | 384 | | | | 1,827 | | | | 4,126 | | | | 13,604 | |
Consolidated real estate entities | | | — | | | | — | | | | — | | | | 338 | | | | 338 | |
Managed properties | | | 1,255 | | | | 3,663 | | | | 329 | | | | 347 | | | | 5,594 | |
| | | | | | | | | | | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | $ | 9,684 | | | $ | 4,324 | | | $ | 2,345 | | | $ | 4,811 | | | | 21,164 | |
| | | | | | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services expenses | | | | | | | | | | | | | | | | | | | (7,987 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net investment advisory, management, leasing and development services income | | | | | | | | | | | | | | | | | | $ | 13,177 | |
| | | | | | | | | | | | | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | | | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | | | | | | | | | | | | | | | | | $ | 21,164 | |
Elimination of intercompany fee revenues | | | | | | | | | | | | | | | | | | | (4,444 | ) |
| | | | | | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services revenue, as reported | | | | | | | | | | | | | | | | | | $ | 16,720 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Nine months ended September 30, 2009 | | | | | | | | | | | | | | | |
Source of revenues: | | | | | | | | | | | | | | | | | | | | |
Wholly-owned properties | | $ | 1,205 | | | $ | 57 | | | $ | 503 | | | $ | — | | | $ | 1,765 | |
Unconsolidated real estate entities | | | 7,051 | | �� | | 743 | | | | 1,670 | | | | 4,547 | | | | 14,011 | |
Consolidated real estate entities | | | — | | | | — | | | | — | | | | 336 | | | | 336 | |
Managed properties | | | 1,174 | | | | 3,803 | | | | 1,790 | | | | 391 | | | | 7,158 | |
| | | | | | | | | | | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | $ | 9,430 | | | $ | 4,603 | | | $ | 3,963 | | | $ | 5,274 | | | | 23,270 | |
| | | | | | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services expenses | | | | | | | | | | | | | | | | | | | (8,638 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net investment advisory, management, leasing and development services income | | | | | | | | | | | | | | | | | | $ | 14,632 | |
| | | | | | | | | | | | | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | | | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | | | | | | | | | | | | | | | | | $ | 23,270 | |
Elimination of intercompany fee revenues | | | | | | | | | | | | | | | | | | | (4,883 | ) |
| | | | | | | | | | | | | | | | | | | | |
Investment advisory, management, leasing and development services revenue, as reported | | | | | | | | | | | | | | | | | | $ | 18,387 | |
| | | | | | | | | | | | | | | | | | | | |
15
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA
Our Ownership Properties
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | As of September 30, 2010 | | | TPGI Share (1) (in thousands except square footage) | |
| | 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 September 30, 2010 | | | Remaining Loan Capacity at September 30, 2010 | |
Stabilized Properties | |
CityWestPlace | | | Houston, TX | | | | 1,473,020 | | | | 99.0 | % | | | 25.0 | % | | | 368,255 | | | $ | 5,716 | | | $ | 5,300 | | | $ | — | | | $ | 53,350 | | | $ | — | |
San Felipe Plaza | | | Houston, TX | | | | 980,472 | | | | 87.3 | | | | 25.0 | | | | 245,118 | | | | 3,216 | | | | 2,982 | | | | — | | | | 27,500 | | | | — | |
2500 City West | | | Houston, TX | | | | 578,284 | | | | 91.4 | | | | 25.0 | | | | 144,571 | | | | 2,017 | | | | 1,842 | | | | — | | | | 16,250 | | | | — | |
Research Park Plaza I and II | | | Austin, TX | | | | 271,882 | | | | 90.6 | | | | 6.3 | | | | 16,993 | | | | 318 | | | | 295 | | | | — | | | | 3,219 | | | | — | |
Stonebridge Plaza II | | | Austin, TX | | | | 192,864 | | | | 96.0 | | | | 6.3 | | | | 12,054 | | | | 182 | | | | 178 | | | | — | | | | 2,344 | | | | — | |
One Commerce Square (7) | | | Philadelphia, PA | | | | 942,866 | | | | 93.3 | | | | 100.0 | | | | 942,866 | | | | 13,894 | | | | 12,398 | | | | — | | | | 130,000 | | | | — | |
2121 Market Street (8) | | | Philadelphia, PA | | | | 22,136 | | | | 100.0 | | | | 50.0 | | | | 11,068 | | | | 1,143 | | | | 1,143 | | | | — | | | | 9,127 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 4,461,524 | | | | 93.6 | | | | | | | | 1,740,925 | | | | 26,486 | | | | 24,138 | | | | — | | | | 241,790 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Properties Projected to Stabilize in 2011 | |
Four Points Centre (Retail) | | | Austin, TX | | | | 6,600 | | | | — | | | | 100.0 | | | | 6,600 | | | | 80 | | | | 80 | | | | 168 | | | | — | | | | — | |
Centerpointe I and II (9) | | | Fairfax, VA | | | | 421,651 | | | | 88.8 | | | | 25.0 | | | | 105,413 | | | | 2,518 | | | | 2,283 | | | | 4,198 | (9) | | | 30,945 | (9) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 428,251 | | | | 87.4 | | | | | | | | 112,013 | | | | 2,598 | | | | 2,363 | | | | 4,366 | | | | 30,945 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Properties Projected to Stabilize in 2012 | |
City National Plaza (10) | | | Los Angeles, CA | | | | 2,496,084 | | | | 82.8 | | | | 7.9 | | | | 198,127 | | | | 4,697 | | | | 4,486 | | | | 2,922 | | | | 27,781 | | | | — | |
Westech 360 I-IV | | | Austin, TX | | | | 175,529 | | | | 53.7 | | | | 6.3 | | | | 10,971 | | | | 155 | | | | 154 | | | | 326 | | | | 7,426 | (11) | | | — | |
Frost Bank Tower | | | Austin, TX | | | | 535,078 | | | | 88.8 | | | | 6.3 | | | | 33,442 | | | | 893 | | | | 865 | | | | 267 | | | | 9,375 | | | | — | |
300 West 6th Street | | | Austin, TX | | | | 454,225 | | | | 88.1 | | | | 6.3 | | | | 28,389 | | | | 720 | | | | 710 | | | | 484 | | | | 7,938 | | | | — | |
San Jacinto Center | | | Austin, TX | | | | 410,248 | | | | 73.5 | | | | 6.3 | | | | 25,641 | | | | 550 | | | | 537 | | | | 904 | | | | 6,313 | | | | — | |
Four Points Centre (Office) | | | Austin, TX | | | | 192,062 | | | | 18.3 | | | | 100.0 | | | | 192,062 | | | | 2,863 | | | | 2,838 | | | | 8,146 | | | | 24,591 | | | | 9,400 | |
Great Hills Plaza | | | Austin, TX | | | | 139,252 | | | | 71.5 | | | | 6.3 | | | | 8,703 | | | | 107 | | | | 106 | | | | 188 | | | | — | (11) | | | — | |
One Congress Plaza | | | Austin, TX | | | | 518,385 | | | | 87.6 | | | | 6.3 | | | | 32,399 | | | | 670 | | | | 649 | | | | 661 | | | | 8,000 | | | | — | |
Fair Oaks Plaza | | | Fairfax, VA | | | | 179,688 | | | | 85.8 | | | | 25.0 | | | | 44,922 | | | | 971 | | | | 888 | | | | 1,170 | | | | 11,075 | | | | — | |
Reflections I | | | Reston, VA | | | | 123,546 | | | | 100.0 | | | | 25.0 | | | | 30,887 | | | | 748 | | | | 748 | | | | 2,308 | | | | 5,373 | | | | — | |
Reflections II | | | Reston, VA | | | | 64,253 | | | | 100.0 | | | | 25.0 | | | | 16,063 | | | | 233 | | | | 233 | | | | 1,141 | | | | 2,238 | | | | — | |
Two Commerce Square (7) | | | Philadelphia, PA | | | | 953,276 | | | | 84.1 | | | | 100.0 | | | | 953,276 | | | | 17,489 | | | | 17,045 | | | | 19,357 | (7) | | | 107,737 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 6,241,626 | | | | 81.2 | | | | | | | | 1,574,882 | | | | 30,096 | | | | 29,259 | | | | 37,874 | | | | 217,847 | | | | 9,400 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Properties Projected to Stabilize in 2013 | |
Brookhollow Central I, II, and III | | | Houston, TX | | | | 806,004 | | | | 66.3 | | | | 25.0 | | | | 201,501 | | | | 2,631 | | | | 2,460 | | | | 8,750 | | | | 9,250 | | | | 4,500 | |
Park Centre | | | Austin, TX | | | | 203,193 | | | | 84.3 | | | | 6.3 | | | | 12,700 | | | | 179 | | | | 178 | | | | 326 | | | | — | (11) | | | — | |
One American Center | | | Austin, TX | | | | 503,951 | | | | 77.8 | | | | 6.3 | | | | 31,497 | | | | 637 | | | | 632 | | | | 1,316 | | | | 7,500 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 1,513,148 | | | | 72.6 | | | | | | | | 245,698 | | | | 3,447 | | | | 3,270 | | | | 10,392 | | | | 16,750 | | | | 4,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total / Average | | | | | | | 12,644,549 | | | | 84.8 | % | | | | | | | 3,673,518 | | | $ | 62,627 | | | $ | 59,030 | | | $ | 52,632 | | | $ | 507,332 | | | $ | 13,900 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Properties Controlled by Special Servicer | |
Oak Hill Plaza | | | King of Prussia, PA | | | | 164,360 | | | | 96.1 | % | | | 25.0 | % | | | 41,090 | | | | | | | | | | | | | | | $ | 11,113 | (12) | | | | |
Walnut Hill Plaza | | | King of Prussia, PA | | | | 150,573 | | | | 51.3 | | | | 25.0 | | | | 37,643 | | | | | | | | | | | | | | | | — | (12) | | | | |
Four Falls Corporate Center | | | Conshohocken, PA | | | | 253,985 | | | | 82.5 | | | | 25.0 | | | | 63,496 | | | | | | | | | | | | | | | | 13,017 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 568,918 | | | | | | | | | | | | 142,229 | | | | | | | | | | | | | | | $ | 24,130 | (13) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Footnotes on following page.
16
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA – CONTINUED
Footnotes to Portfolio Data on previous page:
(1) | TPGI share information set forth in the table on the previous page is calculated by multiplying the applicable data for each property by our percentage ownership of each property. |
(2) | For purposes of the table 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 95%. Certain properties that have occupancy greater than 95% as of September 30, 2010, are not considered stabilized due to upcoming tenant vacancies not yet reflected. Certain properties that have occupancy less than 95% as of September 30, 2010, are considered stabilized as they were previously stabilized, and their return to stabilization is expected in the near term and/or we do not expect to incur significant capital expenditures to re-stabilize. |
(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 September 30, 2010, calculated as if the leases began on September 30, 2010, and ii) estimated annual parking and other income for 2010, less estimated annual operating expenses for 2010 and adjusted for 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 at the point of stabilization, ii) the annual expected market rent for the remaining space (up to the stabilized occupancy percentage), and iii) estimated annual parking and other income, less estimated annual operating expenses and adjusted for 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 September 30, 2010, and ii) estimated annual parking and other income for 2010, less estimated annual operating expenses for 2010 and adjusted for 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 95% occupancy), and iii) estimated annual parking and other income, less estimated annual operating expenses and adjusted for non-recurring items. |
(6) | Expected capital expenditures to complete stabilization represent capital expenditures, including tenant improvements and leasing commissions, expected to be spent to complete the stabilization of the property. |
(7) | During the third quarter, TPG and Brandywine Realty Trust (“BDN”) entered into contribution agreements whereby BDN has agreed to invest in partnerships with TPG that own Commerce Square, which are currently wholly-owned by TPG. BDN will contribute a total of $25 million of preferred equity to the partnerships, and will become a 25% limited partner. BDN’s preferred equity will be contributed $5 million at closing with the balance to be contributed by December 31, 2012. The transaction is subject to customary closing conditions and expected to close in the fourth quarter of 2010. The preferred equity will be invested in a value-enhancement program designed to increase rental rates and occupancy at Commerce Square. |
(8) | The square footage and occupancy information presented for 2121 Market Street represents the information for two retail/office tenants only; the estimated NOI for 2010 includes 168 residential units comprising 132,823 square feet. |
(9) | On October 19, 2010, TPG/CalSTRS restructured the debt and equity capital in our Centerpointe partnership by acquiring the mezzanine A and B notes for approximately $40 million, at a discount to par of approximately $6.6 million or 14%. In addition, the mezzanine C loan was modified to provide us with the right to prepay the loan equal to a 50% discount on the principal plus a participation feature for the lender. The mezzanine C loan was also extended through February 9, 2012 with one additional year of extension available up to February 9, 2013. CalSTRS contributed 95% and TPG contributed 5% of the $40 million, which will be treated as preferred equity. As a result of these transactions, TPGI’s share of the outstanding loan balance decreased from $30.9 million at September 30, 2010 (as reflected on the previous page) to $19.3 million at present. Additionally, monies previously funded by the loans are held in a reserve account at the Centerpointe partnership, and will be used to fund the expected capital expenditures to complete stabilization, of which our share is $4.2 million. |
(10) | During the first quarter of 2010, CalSTRS, our partner in CNP, acquired all of the property’s mezzanine debt. On July 6, 2010, CalSTRS contributed this debt to the equity in TPG/CalSTRS, reducing the leverage on CNP by the full $219.1 million balance on the mezzanine loans. Solely with respect to the ownership interest of TPG/CalSTRS in CNP, CalSTRS’ percentage interest increased from 75.0% to 92.1% and TPG’s percentage interest decreased from 25.0% to 7.9%. We are in discussions with CalSTRS to obtain an option to participate in up to an additional 17.1% interest in CNP through TPG/CalSTRS. |
(11) | Our Austin Portfolio bank term loan is secured by three of our Austin, Texas properties on a first mortgage basis and seven of our remaining Austin properties provide secondary equity pledges. Our pro-rata share of the obligation is $7.4 million, which is reflected entirely on the Westech 360 I-IV line. See footnote 5 on page 22 for discussions of the senior priority financing, which is senior to this term loan. |
(12) | Oak Hill Plaza and Walnut Hill Plaza are co-borrowers under a loan agreement. The entire loan balance is included on the Oak Hill Plaza line. |
(13) | Due to uncertainty regarding these matured loans currently in default, the stabilized net operating income and expected capital expenditures to complete stabilization data has been omitted. See footnote 13 on page 22 for further discussion regarding these loans. |
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Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA – CONTINUED
Lease Expirations
The following table presents a summary of lease expirations for our portfolio for leases in place at September 30, 2010, plus available space. This table assumes that none of the tenants exercise renewal options or early termination rights, if any, at or prior to the scheduled expirations. Annualized net rent is based on the current net rent per leased square foot and excludes the effect of GAAP deferred rent adjustments and parking and other revenues.
| | | | | | | | | | | | | | | | | | | | |
TPGI Share of Consolidated and Unconsolidated Properties’ Lease Expirations | |
Year | | Rentable Square Feet of Expiring Leases | | | Percentage of Aggregate Square Feet | | | Current Annualized Net Rent Per Leased Square Foot | | | Annualized Net Rent Per Leased Square Foot at Expiration | | | 2010 Market Net Rent (1) | |
Vacant | | | 613,311 | | | | 16.1 | % | | $ | — | | | $ | — | | | $ | 23.31 | |
2010 | | | 129,425 | | | | 3.4 | | | | 14.66 | | | | 14.72 | | | | 21.49 | |
2011 | | | 121,822 | | | | 3.2 | | | | 15.65 | | | | 15.89 | | | | 20.71 | |
2012 | | | 265,466 | | | | 7.0 | | | | 15.93 | | | | 16.51 | | | | 22.56 | |
2013 | | | 511,672 | | | | 13.4 | | | | 17.65 | | | | 19.32 | | | | 23.57 | |
2014 | | | 326,057 | | | | 8.5 | | | | 16.72 | | | | 17.35 | | | | 20.61 | |
2015 | | | 530,147 | | | | 13.9 | | | | 14.16 | | | | 17.83 | | | | 23.05 | |
2016 | | | 142,131 | | | | 3.7 | | | | 13.63 | | | | 17.61 | | | | 21.57 | |
2017 | | | 263,713 | | | | 6.9 | | | | 15.44 | | | | 21.85 | | | | 21.69 | |
2018 | | | 153,574 | | | | 4.0 | | | | 12.75 | | | | 21.84 | | | | 19.77 | |
2019 | | | 63,833 | | | | 1.7 | | | | 17.71 | | | | 23.95 | | | | 22.12 | |
Thereafter | | | 694,596 | | | | 18.2 | | | | 10.15 | | | | 21.26 | | | | 22.19 | |
| | | | | | | | | | | | | | | | | | | | |
Total/Weighted Average | | | 3,815,747 | | | | 100.0 | % | | $ | 14.42 | | | $ | 19.09 | | | $ | 22.34 | |
| | | | | | | | | | | | | | | | | | | | |
(1) | The source of the 2010 Market Net Rent is Torto Wheaton data as of September 30, 2010. We have made no assumptions of increases in rental rates for years subsequent to 2010. |
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Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA – CONTINUED
($ in thousands except for average amounts)
Our Development Properties
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Actual / Projected Entitlements | | | | | | TPGI Share as of September 30, 2010 | |
| | Location | | TPGI Percentage Interest | | | Number of Acres | | | Potential Property Types | | Square Feet | | | Units | | | Status of Entitlements | | | Costs Incurred to Date | | | Average Cost Per Square Foot | | | Loan Balance | |
Pre-Development: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Campus El Segundo (1) | | El Segundo, CA | | | 100.0 | % | | | 23.9 | | | Office/ Retail/R&D/ Hotel | | | 1,675,000 | | | | | | | | Entitled | | | $ | 55,521 | | | $ | 33.15 | | | $ | 17,000 | |
MetroStudio@Lankershim (2) | | Los Angeles, CA | | | NA | | | | 14.4 | | | Office/ Production Facility | | | 1,500,000 | | | | | | | | Pending | | | | 16,465 | | | | 10.98 | | | | — | |
Four Points Centre | | Austin, TX | | | 100.0 | | | | 252.5 | | | Office/ Retail/ R&D/ Hotel | | | 1,680,000 | | | | | | | | Entitled | | | | 18,038 | | | | 10.74 | | | | — | |
2100 JFK Boulevard | | Philadelphia, PA | | | 100.0 | | | | 0.7 | | | Office/ Retail/ R&D/ Hotel | | | 366,000 | | | | | | | | Entitled | | | | 4,882 | | | | 13.34 | | | | — | |
2500 City West land | | Houston, TX | | | 25.0 | | | | 3.3 | (3) | | Office/ Retail/Residential/ Hotel | | | 500,000 | | | | | | | | Entitled | | | | 900 | | | | 7.20 | | | | — | |
CityWestPlace land | | Houston, TX | | | 25.0 | | | | 25.0 | | | Office/ Retail/ Residential | | | 1,500,000 | | | | | | | | Entitled | | | | 5,336 | | | | 14.23 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 7,221,000 | | | | | | | | | | | | 101,142 | | | $ | 16.60 | | | | 17,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fee Services: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Universal Village (4) | | Los Angeles, CA | | | NA | | | | 124.0 | | | Residential/ Retail | | | 180,000 | | | | 2,937 | | | | Pending | | | | — | | | | | | | | — | |
Wilshire Grand (5) | | Los Angeles, CA | | | NA | | | | 2.7 | | | Office/ Retail/ Residential/ Hotel | | | 2,500,000 | | | | 100 | | | | Pending | | | | — | | | | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 9,901,000 | | | | 3,037 | | | | | | | $ | 101,142 | | | | | | | $ | 17,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Condominium Units Held for Sale:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of September 30, 2010 | |
| | Location | | TPGI Percentage Interest | | | Description | | Number of Units Sold To Date | | | Total Square Feet Sold To Date | | | Average Sales Price Per Square Foot Sold To Date | | | Number of Units Remaining To Be Sold (7) | | | Total Square Feet Remaining To Be Sold | | | Average List Price Per Square Foot To Be Sold | | | Book Carrying Value | | | Loan Balance | |
Murano | | Philadelphia, PA | | | 73.0 | %(6) | | 43-story for-sale condominium project containing 302 units. Certificates of occupancy received for 100% of units. | | | 219 | | | | 246,622 | | | $ | 516 | | | | 83 | | | | 105,218 | | | $ | 795 | (8) | | $ | 54,600 | | | $ | 22,629 | |
(1) | We have completed infrastructure improvements to our 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. The number of acres and the costs incurred to date exclude approximately 2.2 acres currently held for sale. TPGI’s carrying value of the 2.2 acres is approximately $4.6 million. |
(2) | 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 accordance 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. |
(3) | The number of acres excludes approximately 3.0 acres currently under contract for sale with a third party. This parcel is not encumbered by any debt and has a carrying value of approximately $3.9 million, of which TPGI’s share is approximately $1.0 million. |
(4) | We have been engaged by NBC Universal to entitle and master plan their Universal Studios Hollywood backlot on which we have a right of first offer (ROFO) to develop approximately 124 acres 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. |
(5) | We have been engaged by Korean Air to entitle and master plan a 2.7 acre site in downtown Los Angeles for 2.5 million square feet of development that consists of office, hotel, residential and retail uses. |
(6) | We have a $29.1 million preferred equity interest in Murano. Excluding the preferred equity interest, we hold a 73% interest in the property. |
(7) | Of the 83 units remaining to sell as of September 30, 2010, 75 units are on high-rise floors with superior views. Subsequent to September 30, 2010, we sold one additional unit. |
(8) | The list price per square foot ranges from $369 to $1,724. |
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Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA – 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 | | | | 98.5 | % |
Pacific Financial Plaza | | Newport Beach, CA | | | 1982/1993 | | | | 279,474 | | | | 98.0 | |
CalEPA Headquarters | | Sacramento, CA | | | 2000 | | | | 950,939 | | | | 100.0 | |
1835 Market Street | | Philadelphia, PA | | | 1987 | | | | 686,503 | | | | 88.7 | |
816 Congress (leasing only) | | Austin, TX | | | 1984 | | | | 433,024 | | | | 70.8 | |
| | | | | | | | | | | | | | |
Total/Weighted Average | | | | | | | | | 2,592,116 | | | | 91.8 | % |
| | | | | | | | | | | | | | |
20
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of September 30, 2010 | | | Loans Refinanced, Paid Off or Extended Subsequent to September 30, 2010 | |
Mortgages and Other Loans | | Interest Rate | | | Principal Amount | | | TPGI Share of Principal Amount | | | Maturity Date | | | Maturity Date at End of Extension Options | | | Interest Rate | | | Principal Amount | | | TPGI Share of Principal Amount | | | Maturity Date | | | Maturity Date at End of Extension Options | |
2011 Maturity Date at End of Extension Options | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CityWestPlace - mortgage loan (Buildings III & IV) (1) | | | 1.5 | % | | $ | 92,400 | | | $ | 23,100 | | | | 7/1/2011 | | | | 7/1/2011 | | | | 5.0 | % | | $ | 95,000 | | | $ | 23,750 | | | | 3/5/2020 | | | | 3/5/2020 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subtotal - 2011 maturities | | | | | | | 92,400 | | | | 23,100 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2012 Maturity Date at End of Extension Options | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Centerpointe I and II (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Senior mortgage loan (3) | | | 0.9 | | | | 55,000 | | | | 13,750 | | | | 2/9/2011 | | | | 2/9/2012 | | | | | | | | | | | | | | | | | | | | | |
Mezzanine loans (3) | | | 2.6 | | | | 68,780 | | | | 17,195 | | | | 2/9/2011 | | | | 2/9/2012 | | | | LIBOR+3.3 | | | $ | 22,162 | | | $ | 5,541 | | | | 2/9/2012 | | | | 2/9/2013 | |
Research Park Plaza I and II (3) | | | 1.6 | | | | 51,500 | | | | 3,219 | | | | 6/9/2011 | | | | 6/9/2012 | | | | | | | | | | | | | | | | | | | | | |
Stonebridge Plaza II (3) | | | 1.4 | | | | 37,500 | | | | 2,344 | | | | 6/9/2011 | | | | 6/9/2012 | | | | | | | | | | | | | | | | | | | | | |
Murano construction loan (4) | | | 9.5 | | | | 22,629 | | | | 22,629 | | | | 7/31/2011 | | | | 7/31/2012 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subtotal - 2012 maturities | | | | | | | 235,409 | | | | 59,137 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2013 Maturity Date at End of Extension Options | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Two Commerce Square – mortgage loan | | | 6.3 | | | | 107,737 | | | | 107,737 | | | | 5/9/2013 | | | | 5/9/2013 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subtotal - 2013 maturities | | | | | | | 107,737 | | | | 107,737 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2014 Maturity Date at End of Extension Options | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Austin Portfolio bank term loan (5) | | | 3.5 | | | | 118,808 | | | | 7,426 | | | | 6/1/2013 | | | | 6/1/2014 | | | | | | | | | | | | | | | | | | | | | |
Campus El Segundo mortgage loan (6) | | | 4.1 | | | | 17,000 | | | | 17,000 | | | | 7/31/2011 | | | | 7/31/2014 | | | | | | | | | | | | | | | | | | | | | |
Four Points Centre construction loan (7) | | | 3.8 | | | | 24,591 | | | | 24,591 | | | | 7/31/2012 | | | | 7/31/2014 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subtotal - 2014 maturities | | | | | | | 160,399 | | | | 49,017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2015 and Thereafter- Maturity Date at End of Extension Options | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reflections I | | | 5.2 | | | | 21,490 | | | | 5,373 | | | | 4/1/2015 | | | | 4/1/2015 | | | | | | | | | | | | | | | | | | | | | |
Reflections II | | | 5.2 | | | | 8,953 | | | | 2,238 | | | | 4/1/2015 | | | | 4/1/2015 | | | | | | | | | | | | | | | | | | | | | |
Brookhollow Central I, II, and III (8) | | | 2.9 | | | | 37,000 | | | | 9,250 | | | | 7/21/2013 | | | | 7/21/2015 | | | | | | | | | | | | | | | | | | | | | |
City National Plaza - note payable to former partner | | | 5.8 | | | | 19,758 | | | | 1,568 | | | | 7/1/2012 | | | | 1/4/2016 | | | | | | | | | | | | | | | | | | | | | |
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 | | | | 8,000 | | | | 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 | | | 6.0 | | | | 101,000 | | | | 6,313 | | | | 6/11/2017 | | | | 6/11/2017 | | | | | | | | | | | | | | | | | | | | | |
San Felipe Plaza (9) | | | 4.8 | | | | 110,000 | | | | 27,500 | | | | 12/1/2018 | | | | 12/1/2018 | | | | | | | | | | | | | | | | | | | | | |
2500 City West (10) | | | 5.5 | | | | 65,000 | | | | 16,250 | | | | 12/5/2019 | | | | 12/5/2019 | | | | | | | | | | | | | | | | | | | | | |
City National Plaza - senior mortgage loan (11) | | | 5.9 | | | | 350,000 | | | | 27,781 | | | | 7/1/2020 | | | | 7/1/2020 | | | | | | | | | | | | | | | | | | | | | |
2121 Market Street (12) | | | 6.1 | | | | 18,253 | | | | 9,127 | | | | 8/1/2033 | | | | 8/1/2033 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subtotal - 2015 and thereafter maturities | | | | | | | 1,551,754 | | | | 309,538 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | | | | $ | 2,147,699 | | | $ | 548,529 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average interest rate at September 30, 2010 | | | 5.2 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans on Properties Controlled by a Special Servicer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Four Falls Corporate Center (13) | | | 5.3 | % | | $ | 52,067 | | | $ | 13,017 | | | | 3/6/2010 | | | | 3/6/2010 | | | | | | | | | | | | | | | | | | | | | |
Oak Hill Plaza/ Walnut Hill Plaza (13) | | | 5.3 | | | | 44,452 | | | | 11,113 | | | | 3/6/2010 | | | | 3/6/2010 | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total - properties controlled by a special servicer | | | | | | $ | 96,519 | | | $ | 24,130 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Footnotes on following page.
21
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY – CONTINUED
Footnotes to Debt Summary on previous page:
In connection with some of the loans listed in the Debt Summary, our operating partnership is subject to customary non-recourse carve out obligations, in the case of consolidated assets; and TPG/CalSTRS is subject to customary non-recourse carve out obligations in the case of certain joint venture assets.
(1) | On October 12, 2010, TPG/CalSTRS closed a new non-recourse first mortgage loan for CityWestPlace Buildings III and IV, two buildings located in Houston, Texas. The new mortgage loan in the amount of $95 million was provided by The Northwestern Mutual Life Insurance Company. The loan bears interest at a fixed rate of 5.03% and will mature in March 2020. It replaces a floating rate loan in the amount of $92.4 million, which was scheduled to mature in July 2011. |
(2) | On October 19, 2010, TPG/CalSTRS restructured the debt and equity capital in our Centerpointe partnership by acquiring the mezzanine A and B notes for approximately $40 million, at a discount to par of approximately $6.6 million or 14%. In addition, the mezzanine C loan was modified to provide us with the right to prepay the loan equal to a 50% discount on the principal plus a participation feature for the lender. The mezzanine C loan was also extended through February 9, 2012 with one additional year of extension available up to February 9, 2013. CalSTRS contributed 95% and TPG contributed 5% of the $40 million, which will be treated as preferred equity. As a result of these transactions, TPGI’s post - September 30, 2010 share of the loan balances on the senior mortgage loan and the mezzanine C loan is $19.3 million. |
(3) | The loan has a one-year extension option at our election. |
(4) | This loan is nonrecourse to the Company, but the Company and its development partners jointly and severally guarantee the payment of interest on the loan during the term of the loan. On July 26, 2010, the loan agreement was modified and the loan maturity was extended to July 31, 2011 with two six-month extension options at our election subject to certain conditions. During the extension period, the interest rate was increased to the greater of 9.5% per annum or LIBOR plus 3.3%. |
(5) | We and our partners in the Austin Portfolio have committed to fund $60.0 million of senior priority financing, which is senior to the Austin Portfolio bank loan. $33.0 million of the $60.0 million commitment has been funded as of September 30, 2010, of which our share is $2.1 million, and is accounted for as equity. |
(6) | The loan has three one-year extension options, subject to our compliance with certain covenants, with a final maturity date of July 31, 2014 if all extension options are exercised. The lender has the right to require payment of $2.5 million at the time of each extension. We have guaranteed this loan. |
(7) | The loan has two one-year extension options at our election subject to certain conditions. We have provided a completion guaranty and have guaranteed a portion of the principal and interest payable. We have also provided collateral of approximately 62.4 acres of fully entitled unimproved land, which is adjacent to our Four Points Centre office buildings. We have committed to reduce the principal amount of the loan with a payment of $1.3 million due in December 2010. As of September 30, 2010, $9.4 million remains unfunded and available to be drawn to fund any remaining project costs. |
(8) | On July 21, 2010, we entered into a new mortgage loan in the amount of $55.0 million. At closing, $37.0 million of the loan was funded, with an additional $3.0 million to be funded over three years and $15.0 million available for future funding of construction costs related to the redevelopment of Brookhollow Central I. The loan bears interest at LIBOR plus 2.6% and is for a three-year term plus two one-year extensions, subject to certain conditions, to mature upon final extension in July 2015. |
(9) | On July 21, 2010, we entered into a new mortgage loan in the amount of $110.0 million. The loan bears interest at a fixed rate of 4.8% and is for a term of 8.3 years, maturing in December 2018. |
(10) | On July 21, 2010, we entered into a new mortgage loan in the amount of $65.0 million. The loan bears interest at a fixed rate of 5.5% and is for a term of 9.3 years, maturing in December 2019. |
(11) | On July 6, 2010, a new non-recourse first mortgage loan in the amount of $350.0 million was made jointly by Metropolitan Life Insurance Company and the New York State Teachers’ Retirement System with a subsidiary of TPG/CalSTRS that owns CNP. The loan bears interest at a fixed rate of 5.9% and is for a term of ten years, to mature on July 1, 2020. |
(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) | On March 6, 2010, an aggregate of $96.5 million in mortgage loans owed by subsidiaries of TPG/CalSTRS on unconsolidated properties at Four Falls Corporate Center, Oak Hill Plaza and Walnut Hill Plaza matured. The borrowers under these loans have not repaid these loans which are currently in default. These loans are non-recourse to the Company, and we do not anticipate making any equity contributions to support the repayment or refinancing of these loans. The borrowers are accruing interest on these loans at a default rate, which ranges from 10.3% to 10.5% per annum beginning on the maturity date of March 6, 2010. We are currently in discussions with the lenders to restructure the debt or facilitate a sale or other liquidation of these properties. |
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Thomas Properties Group, Inc.
Supplemental Financial Information
CAPITAL STRUCTURE
(in thousands, except share data)
The following is the capital structure of TPGI as of September 30, 2010:
| | | | | | | | |
Debt | | | | | Aggregate Principal | |
Mortgage and other secured loans | | | | | | $ | 301,957 | |
Company share of unconsolidated debt | | | | | | | 246,340 | |
Company share of unconsolidated debt controlled by special servicer | | | | 24,130 | |
| | | | | | | | |
Total combined debt | | | | | | $ | 572,427 | |
| | | | | | | | |
| | |
Equity | | Shares/Units Outstanding | | | Market Value (1) | |
Common stock | | | 35,394,894 | | | $ | 126,360 | |
Operating partnership units (2) | | | 14,098,887 | | | | 50,333 | |
| | | | | | | | |
Total common equity | | | 49,493,781 | | | $ | 176,693 | |
| | | | | | | | |
Total consolidated market capitalization | | | | | | $ | 478,650 | |
| | | | | | | | |
Total combined market capitalization (3) | | | | | | $ | 749,120 | |
| | | | | | | | |
(1) | Based on the closing price of $3.57 per share of TPGI common stock on September 30, 2010. |
(2) | Includes operating partnership units and incentive units as of September 30, 2010. |
(3) | Includes TPGI’s share of debt of unconsolidated real estate entities. |
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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 |
John R. Sischo Paul S. Rutter | | Co-Chief Operating Officer and Director Co-Chief Operating Officer and General Counsel |
Randall L. Scott | | Executive Vice President and Director |
Thomas S. Ricci | | Executive Vice President |
Diana M. Laing | | Chief Financial Officer and Secretary |
Todd L. Merkle | | Chief Investment Officer |
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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