Exhibit 99.1
Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended June 30, 2012
Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended June 30, 2012
TABLE OF CONTENTS
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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 properties on a nationwide basis. Our company’s primary areas of focus are the acquisition and ownership of interests in premier office properties, property development and redevelopment, and investment and property management activities.
Our Property Portfolio
Our properties are located in Southern California and Sacramento, California; Philadelphia, Pennsylvania; Northern Virginia; Houston, Texas; and Austin, Texas. As of June 30, 2012, we owned interests in and asset managed 20 operating properties with 11.0 million rentable square feet and provided leasing, asset and/or property management services on behalf of third parties for an additional five operating properties with 2.7 million rentable square feet.
Our Investment Management Platform
Our sponsorship of partnerships and joint ventures provides us with 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 $21.7 million and $13.4 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 six office properties. As of June 30, 2012, the joint venture also holds a 25% interest in a separate joint venture which owns an additional ten office properties in Austin Texas. Subsequent to June 30, 2012, two of these ten office properties were sold by the Austin joint venture.
Estimated Net Asset Value Workbook (NAV Workbook)
Along with this Supplemental Financial Information, we are making available an NAV Workbook to facilitate a calculation of an estimated Net Asset Value (NAV) per share for TPGI. The NAV Workbook (in the form of a Microsoft Excel file) can be found on our website, www.tpgre.com, in the Supplemental Financial Information section of the Investor Relations tab. The NAV Workbook presents information from this Supplemental Financial Information, and allows the insertion of capitalization rates and multiples which are used to calculate an estimated NAV for specific portions of our business. The resulting values and a calculation of NAV per share are then summarized in the NAV Workbook.
Current Events
New Capital:
On June 12, 2012, TPGI and affiliates of Madison International Realty completed a private placement of 8,695,653 shares of TPGI common stock at a purchase price of $5.75 per share, for gross proceeds of approximately $50.0 million before payment of transaction costs.
Austin Portfolio Joint Venture:
In June 2012, Lehman Brothers ("Lehman") exercised its right under the Syndication Agreement between Lehman and the Austin Joint Venture to initiate a process for the sale of the Austin portfolio. The Company, together with our partners, is actively negotiating to acquire the remaining eight buildings owned by the Austin Joint Venture pursuant to this process. While the outcome of this process is not yet certain, if the properties are acquired by the Company and our partners, then the Austin Joint Venture would liquidate and distribute out to the three existing partners/lenders the proceeds of such sale, after customary closing costs, in repayment of the remaining debt owed to the partner/lenders and then to the partners in proportion to their equity interests. Separately, as part of the strategic plan of the Austin Joint Venture, we completed the sale of both Research Park Plaza and Stonebridge Plaza II in the suburbs of Austin, Texas, which sales closed in July. These transactions resulted in the repayment of $89.0 million of mortgage debt and generated approximately $18 million of net proceeds to the Austin Joint Venture, after costs, including a disposition fee of $0.6 million to the Company. The net proceeds have been distributed to the Company and the other partners/lenders in partial satisfaction of the Austin Priority Credit Facility.
Thomas Properties Group, Inc.
Supplemental Financial Information
COMPANY BACKGROUND - CONTINUED
City National Plaza:
On July 16, 2012, a subsidiary of TPG/CalSTRS made a principal payment of $19.3 million, of which our share was $1.5 million, to a former partner in the City National Plaza partnership, which reduced the outstanding promissory note to $0.5 million, which is due in January 2016.
Four Points Centre:
On July 3, 2012, we signed 5.5 year lease for approximately 38,000 square feet at our Four Point Centre office project in Austin, Texas, which increases the occupancy of the project to 51.3%.
Thomas Properties Group, Inc.
Supplemental Financial Information
OPERATING AND FINANCIAL INFORMATION
Financial Measures
This supplemental financial information includes certain financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) under the full consolidation accounting method, and certain financial measures prepared in accordance with the pro-rata consolidation method (non-GAAP). We believe the financial measures presented under the pro-rata consolidation method provide supplemental information helpful to an understanding of our results of operations and financial condition. Along with net income, we use three additional measures; Earnings before Depreciation, Amortization and Taxes (“EBDT”), After Tax Cash Flow (“ATCF”) and Same Property Net Operating Income ("NOI"), to report operating results. EBDT, ATCF and NOI are non-GAAP financial measures and may not be directly comparable to similarly-titled measures reported by other companies. Although these financial measures are not presented in accordance with GAAP, we believe these measures assist investors in understanding our business and operating results by providing 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 on pages 8 - 10 of this supplemental financial information.
Earnings Before Depreciation, Amortization and Taxes (EBDT) and After Tax Cash Flow (ATCF) and Same Property Net Operating Income (NOI)
EBDT, ATCF and Same Property NOI 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. Same Property NOI is considered to be an indicator of the performance of our operating properties and is not a performance measurement of the operations of the Company. Our non-GAAP financial measures are not intended to be regarded as alternatives to, or more meaningful than, our GAAP financial measures.
See pages 11 and 12 for a discussion of EBDT and a reconciliation of EBDT to net income (loss), pages 13 and 14 for a discussion of ATCF and a reconciliation of ATCF to net income (loss) and pages 20 and 21 for a discussion of Same Property NOI and a reconciliation of Same Property NOI to Pro-Rata NOI.
Thomas Properties Group, Inc. Supplemental Financial Information CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) (unaudited) |
| | | | | | | | | | | | | | | |
| Three months ended | | Six months ended |
| June 30, | | June 30, |
| 2012 | | 2011 | | 2012 | | 2011 |
Revenues: | | | | | | | |
Rental | $ | 7,684 |
| | $ | 7,475 |
| | $ | 15,530 |
| | $ | 14,787 |
|
Tenant reimbursements | 4,981 |
| | 5,056 |
| | 10,402 |
| | 11,385 |
|
Parking and other | 745 |
| | 715 |
| | 1,485 |
| | 1,517 |
|
Investment advisory, management, leasing and development services | 733 |
| | 1,313 |
| | 1,664 |
| | 2,124 |
|
Investment advisory, management, leasing and development services- unconsolidated real estate entities | 4,219 |
| | 4,705 |
| | 8,321 |
| | 9,366 |
|
Reimbursement of property personnel costs | 1,356 |
| | 1,492 |
| | 2,867 |
| | 3,024 |
|
Condominium sales | 1,045 |
| | 2,558 |
| | 1,964 |
| | 3,038 |
|
Total revenues | 20,763 |
| | 23,314 |
| | 42,233 |
| | 45,241 |
|
Expenses: | | | | | | | |
Property operating and maintenance | 5,751 |
| | 5,586 |
| | 12,015 |
| | 12,173 |
|
Real estate and other taxes | 1,965 |
| | 1,875 |
| | 3,885 |
| | 3,762 |
|
Investment advisory, management, leasing and development services | 3,000 |
| | 3,610 |
| | 5,994 |
| | 6,639 |
|
Reimbursable property personnel costs | 1,356 |
| | 1,492 |
| | 2,867 |
| | 3,024 |
|
Cost of condominium sales | 721 |
| | 1,653 |
| | 1,393 |
| | 1,987 |
|
Interest | 4,216 |
| | 4,634 |
| | 8,454 |
| | 9,298 |
|
Depreciation and amortization | 4,152 |
| | 3,348 |
| | 7,662 |
| | 6,741 |
|
General and administrative | 4,892 |
| | 3,947 |
| | 9,131 |
| | 7,877 |
|
Total expenses | 26,053 |
| | 26,145 |
| | 51,401 |
| | 51,501 |
|
Interest income | 8 |
| | 7 |
| | 13 |
| | 20 |
|
Equity in net income (loss) of unconsolidated real estate entities | (794 | ) | | (891 | ) | | (816 | ) | | (1,585 | ) |
Income (loss) before income taxes and noncontrolling interests | (6,076 | ) | | (3,715 | ) | | (9,971 | ) | | (7,825 | ) |
Benefit (provision) for income taxes | (31 | ) | | (109 | ) | | (74 | ) | | (205 | ) |
Net income (loss) | (6,107 | ) | | (3,824 | ) | | (10,045 | ) | | (8,030 | ) |
Noncontrolling interests' share of net (income) loss: | | | | | | | |
Unitholders in the Operating Partnership | 1,550 |
| | 982 |
| | 2,591 |
| | 2,058 |
|
Partners in consolidated real estate entities | (247 | ) | | (164 | ) | | (470 | ) | | (319 | ) |
| 1,303 |
| | 818 |
| | 2,121 |
| | 1,739 |
|
TPGI share of net income (loss) | $ | (4,804 | ) | | $ | (3,006 | ) | | $ | (7,924 | ) | | $ | (6,291 | ) |
Income (loss) per share-basic and diluted | $ | (0.12 | ) | | $ | (0.08 | ) | | $ | (0.21 | ) | | $ | (0.17 | ) |
Weighted average common shares-basic and diluted | 38,591,868 |
| | 36,647,394 |
| | 37,664,573 |
| | 36,591,261 |
|
Thomas Properties Group, Inc. Supplemental Financial Information CONSOLIDATED BALANCE SHEETS (in thousands) |
| | | | | | | | | | | | | | | | |
| June 30, 2012 | | December 31, 2011 | | | June 30, 2012 | | December 31, 2011 |
| (unaudited) | | (audited) | | | (unaudited) | | (audited) |
ASSETS | | | | | LIABILITIES AND EQUITY | | | |
Investments in real estate: | | | | | Liabilities: | | | |
Operating properties, net | $ | 267,534 |
| | $ | 265,202 |
| | Mortgage and other secured loans | $ | 287,250 |
| | $ | 289,523 |
|
Land improvements—development properties | 80,395 |
| | 80,254 |
| | Accounts payable and other liabilities, net | 22,671 |
| | 20,710 |
|
| 347,929 |
| | 345,456 |
| | Unrecognized tax benefits | 12,397 |
| | 14,012 |
|
Condominium units held for sale | 44,011 |
| | 45,217 |
| | Prepaid rent and deferred revenue | 3,452 |
| | 3,019 |
|
Investments in unconsolidated real estate entities | 2,102 |
| | 11,372 |
| | Below market rents, net | 173 |
| | 259 |
|
Cash and cash equivalents, unrestricted | 129,871 |
| | 79,320 |
| | Obligations associated with land held for sale | — |
| | 27 |
|
Restricted cash | 7,721 |
| | 10,616 |
| | Total liabilities | 325,943 |
| | 327,550 |
|
Rents and other receivables, net | 1,369 |
| | 1,903 |
| | | | | |
Receivables from unconsolidated real estate entities | 3,388 |
| | 2,918 |
| | Equity: | | | |
Deferred rents | 18,696 |
| | 17,866 |
| | Stockholders’ equity: | | | |
Deferred leasing and loan costs, net | 10,836 |
| | 12,283 |
| | Common stock | 460 |
| | 371 |
|
Above market rents, net | 294 |
| | 399 |
| | Limited voting stock | 123 |
| | 123 |
|
Deferred tax asset, net of valuation allowance | 12,099 |
| | 13,737 |
| | Additional paid-in capital | 258,205 |
| | 208,473 |
|
Other assets, net | 6,611 |
| | 3,329 |
| | Retained deficit and dividends, including $21 and $20 of | | | |
Assets associated with land held for sale | — |
| | 1,107 |
| | other comprehensive income as of June 30, 2012 and | | | |
Total assets | $ | 584,927 |
| | $ | 545,523 |
| | December 31, 2011, respectively | (64,522 | ) | | (55,472 | ) |
| | | | | Total stockholders’ equity | 194,266 |
| | 153,495 |
|
| | | | | Noncontrolling interests: | | | |
|
|
| |
|
| | Unitholders in the Operating Partnership | 50,153 |
| | 52,983 |
|
| | | | | Partners in consolidated real estate entities | 14,565 |
| | 11,495 |
|
| | | | | Total noncontrolling interests | 64,718 |
| | 64,478 |
|
| | | | | Total equity | 258,984 |
| | 217,973 |
|
| | | | | Total liabilities and equity | $ | 584,927 |
| | $ | 545,523 |
|
Thomas Properties Group, Inc.
Supplemental Financial Information
UNCONSOLIDATED REAL ESTATE ENTITIES STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
The following are the combined statements of operations of our unconsolidated real estate entities for the three and six months ended June 30, 2012 and 2011.
|
| | | | | | | | | | | | | | | |
| Three months ended | | Six months ended |
| June 30, | | June 30, |
| 2012 | | 2011 | | 2012 | | 2011 |
Revenues: | | | | | | | |
Rental | $ | 38,724 |
| | $ | 37,835 |
| | $ | 77,455 |
| | $ | 76,517 |
|
Tenant reimbursements | 19,368 |
| | 18,150 |
| | 39,354 |
| | 36,818 |
|
Parking and other | 7,583 |
| | 7,048 |
| | 14,964 |
| | 13,883 |
|
Total revenues | 65,675 |
| | 63,033 |
| | 131,773 |
| | 127,218 |
|
Expenses: | | | | | | | |
Property operating and maintenance | 27,889 |
| | 24,266 |
| | 53,869 |
| | 48,151 |
|
Real estate and other taxes | 9,209 |
| | 7,861 |
| | 17,343 |
| | 15,500 |
|
Interest | 26,222 |
| | 24,176 |
| | 51,743 |
| | 47,999 |
|
Depreciation and amortization | 21,452 |
| | 21,913 |
| | 43,551 |
| | 43,896 |
|
Total expenses | 84,772 |
| | 78,216 |
| | 166,506 |
| | 155,546 |
|
Income (loss) from continuing operations | (19,097 | ) | | (15,183 | ) | | (34,733 | ) | | (28,328 | ) |
Interest income | 11 |
| | 13 |
| | 21 |
| | 29 |
|
Income (loss) from real estate held for disposition | (7,541 | ) | | (5,631 | ) | | (6,849 | ) | | (7,315 | ) |
Net income (loss) | $ | (26,627 | ) | | $ | (20,801 | ) | | $ | (41,561 | ) | | $ | (35,614 | ) |
TPGI share of equity in net income (loss) of unconsolidated real estate entities | $ | (794 | ) | | $ | (891 | ) | | $ | (816 | ) | | $ | (1,585 | ) |
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 June 30, 2012 and December 31, 2011.
|
| | | | | | | |
| June 30, 2012 | | December 31, 2011 |
ASSETS | | | |
Investments in real estate, net | $ | 1,696,544 |
| | $ | 1,723,107 |
|
Cash and cash equivalents, unrestricted | 22,285 |
| | 24,583 |
|
Restricted cash | 14,576 |
| | 22,415 |
|
Rents and other receivables, net | 3,462 |
| | 3,592 |
|
Deferred rents | 80,949 |
| | 79,490 |
|
Deferred leasing and loan costs, net | 90,192 |
| | 92,562 |
|
Other assets | 9,743 |
| | 5,534 |
|
Assets associated with real estate held for disposition | 110,343 |
| | 190,110 |
|
Total assets | $ | 2,028,094 |
| | $ | 2,141,393 |
|
| | | |
LIABILITIES AND EQUITY | | | |
Mortgage, other secured, and unsecured loans | $ | 1,606,552 |
| | $ | 1,591,881 |
|
Accounts and interest payable and other liabilities | 62,554 |
| | 72,668 |
|
Below market rents, net | 28,711 |
| | 34,019 |
|
Liabilities associated with real estate held for disposition | 92,696 |
| | 135,506 |
|
Total liabilities | 1,790,513 |
| | 1,834,074 |
|
Equity | 237,581 |
| | 307,319 |
|
Total liabilities and equity | $ | 2,028,094 |
| | $ | 2,141,393 |
|
| | | |
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 June 30, 2012 and 2011, including reconciliation from the consolidated statements of operations to the pro-rata consolidated statements of operations.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, 2012 | | | For the three months ended June 30, 2011 |
| Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata |
Revenues: | | | | | | | | | | | |
Rental | $ | 7,684 |
| | $ | 5,440 |
| | $ | 13,124 |
| | $ | 7,475 |
| | $ | 5,399 |
| | $ | 12,874 |
|
Tenant reimbursements | 4,981 |
| | 2,386 |
| | 7,367 |
| | 5,056 |
| | 2,224 |
| | 7,280 |
|
Parking and other | 745 |
| | 874 |
| | 1,619 |
| | 715 |
| | 847 |
| | 1,562 |
|
Investment advisory, management, leasing and development services | 733 |
| | — |
| | 733 |
| | 1,313 |
| | — |
| | 1,313 |
|
Investment advisory, management, leasing and development services- unconsolidated real estate entities | 4,219 |
| | — |
| | 4,219 |
| | 4,705 |
| | 108 |
| | 4,813 |
|
Reimbursement of property personnel costs | 1,356 |
| | — |
| | 1,356 |
| | 1,492 |
| | — |
| | 1,492 |
|
Condominium sales | 1,045 |
| | — |
| | 1,045 |
| | 2,558 |
| | — |
| | 2,558 |
|
Total revenues | 20,763 |
| | 8,700 |
| | 29,463 |
| | 23,314 |
| | 8,578 |
| | 31,892 |
|
Expenses: | | | | | | | | | | | |
Property operating and maintenance | 5,751 |
| | 3,145 |
| | 8,896 |
| | 5,586 |
| | 2,992 |
| | 8,578 |
|
Real estate and other taxes | 1,965 |
| | 1,240 |
| | 3,205 |
| | 1,875 |
| | 1,029 |
| | 2,904 |
|
Investment advisory, management, leasing and development services | 3,000 |
| | — |
| | 3,000 |
| | 3,610 |
| | — |
| | 3,610 |
|
Reimbursable property personnel costs | 1,356 |
| | — |
| | 1,356 |
| | 1,492 |
| | — |
| | 1,492 |
|
Cost of condominium sales | 721 |
| | — |
| | 721 |
| | 1,653 |
| | — |
| | 1,653 |
|
Interest | 4,216 |
| | 2,741 |
| | 6,957 |
| | 4,634 |
| | 2,672 |
| | 7,306 |
|
Depreciation and amortization | 4,152 |
| | 2,352 |
| | 6,504 |
| | 3,348 |
| | 2,546 |
| | 5,894 |
|
General and administrative | 4,892 |
| | — |
| | 4,892 |
| | 3,947 |
| | — |
| | 3,947 |
|
Total expenses | 26,053 |
| | 9,478 |
| | 35,531 |
| | 26,145 |
| | 9,239 |
| | 35,384 |
|
Interest income | 8 |
| | 1 |
| | 9 |
| | 7 |
| | 2 |
| | 9 |
|
Equity in net income (loss) of unconsolidated real estate entities | (794 | ) | | 794 |
| | — |
| | (891 | ) | | 891 |
| | — |
|
Income (loss) associated with real estate held for disposition | — |
| | (17 | ) | | (17 | ) | | — |
| | (232 | ) | | (232 | ) |
Income (loss) before income taxes and noncontrolling interests | (6,076 | ) | | — |
| | (6,076 | ) | | (3,715 | ) | | — |
| | (3,715 | ) |
Benefit (provision) for income taxes | (31 | ) | | — |
| | (31 | ) | | (109 | ) | | — |
| | (109 | ) |
Net income (loss) | (6,107 | ) | | — |
| | (6,107 | ) | | (3,824 | ) | | — |
| | (3,824 | ) |
Noncontrolling interests' share of net (income) loss: | | | | | | | | | | | |
Unitholders in the Operating Partnership | 1,550 |
| | — |
| | 1,550 |
| | 982 |
| | — |
| | 982 |
|
Partners in consolidated real estate entities | (247 | ) | | — |
| | (247 | ) | | (164 | ) | | — |
| | (164 | ) |
| 1,303 |
| | — |
| | 1,303 |
| | 818 |
| | — |
| | 818 |
|
TPGI share of net income (loss) | $ | (4,804 | ) | | $ | — |
| | $ | (4,804 | ) | | $ | (3,006 | ) | | $ | — |
| | $ | (3,006 | ) |
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 six months ended June 30, 2012 and 2011, including reconciliation from the consolidated statements of operations to the pro-rata consolidated statements of operations.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| For the six months ended June 30, 2012 | | For the six months ended June 30, 2011 |
| Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata |
Revenues: | | | | | | | | | | | |
Rental | $ | 15,530 |
| | $ | 10,972 |
| | $ | 26,502 |
| | $ | 14,787 |
| | $ | 10,909 |
| | $ | 25,696 |
|
Tenant reimbursements | 10,402 |
| | 4,774 |
| | 15,176 |
| | 11,385 |
| | 4,350 |
| | 15,735 |
|
Parking and other | 1,485 |
| | 1,714 |
| | 3,199 |
| | 1,517 |
| | 1,648 |
| | 3,165 |
|
Investment advisory, management, leasing and development services | 1,664 |
| | — |
| | 1,664 |
| | 2,124 |
| | — |
| | 2,124 |
|
Investment advisory, management, leasing and development services- unconsolidated real estate entities | 8,321 |
| | — |
| | 8,321 |
| | 9,366 |
| | 216 |
| | 9,582 |
|
Reimbursement of property personnel costs | 2,867 |
| | — |
| | 2,867 |
| | 3,024 |
| | — |
| | 3,024 |
|
Condominium sales | 1,964 |
| | — |
| | 1,964 |
| | 3,038 |
| | — |
| | 3,038 |
|
Total revenues | 42,233 |
| | 17,460 |
| | 59,693 |
| | 45,241 |
| | 17,123 |
| | 62,364 |
|
Expenses: | | | | | | | | | | | |
Property operating and maintenance | 12,015 |
| | 6,371 |
| | 18,386 |
| | 12,173 |
| | 5,763 |
| | 17,936 |
|
Real estate and other taxes | 3,885 |
| | 2,369 |
| | 6,254 |
| | 3,762 |
| | 2,048 |
| | 5,810 |
|
Investment advisory, management, leasing and development services | 5,994 |
| | — |
| | 5,994 |
| | 6,639 |
| | — |
| | 6,639 |
|
Reimbursable property personnel costs | 2,867 |
| | — |
| | 2,867 |
| | 3,024 |
| | — |
| | 3,024 |
|
Cost of condominium sales | 1,393 |
| | — |
| | 1,393 |
| | 1,987 |
| | — |
| | 1,987 |
|
Interest | 8,454 |
| | 5,456 |
| | 13,910 |
| | 9,298 |
| | 5,326 |
| | 14,624 |
|
Depreciation and amortization | 7,662 |
| | 4,823 |
| | 12,485 |
| | 6,741 |
| | 4,988 |
| | 11,729 |
|
General and administrative | 9,131 |
| | — |
| | 9,131 |
| | 7,877 |
| | — |
| | 7,877 |
|
Total expenses | 51,401 |
| | 19,019 |
| | 70,420 |
| | 51,501 |
| | 18,125 |
| | 69,626 |
|
Interest income | 13 |
| | 2 |
| | 15 |
| | 20 |
| | 3 |
| | 23 |
|
Equity in net income (loss) of unconsolidated real estate entities | (816 | ) | | 816 |
| | — |
| | (1,585 | ) | | 1,585 |
| | — |
|
Income (loss) associated with real estate held for disposition | — |
| | 741 |
| | 741 |
| | — |
| | (586 | ) | | (586 | ) |
Income (loss) before income taxes and noncontrolling interests | (9,971 | ) | | — |
| | (9,971 | ) | | (7,825 | ) | | — |
| | (7,825 | ) |
Benefit (provision) for income taxes | (74 | ) | | — |
| | (74 | ) | | (205 | ) | | — |
| | (205 | ) |
Net income (loss) | (10,045 | ) | | — |
| | (10,045 | ) | | (8,030 | ) | | — |
| | (8,030 | ) |
Noncontrolling interests' share of net (income) loss: | | | | | | | | | | | |
Unitholders in the Operating Partnership | 2,591 |
| | — |
| | 2,591 |
| | 2,058 |
| | — |
| | 2,058 |
|
Partners in consolidated real estate entities | (470 | ) | | — |
| | (470 | ) | | (319 | ) | | — |
| | (319 | ) |
| 2,121 |
| | — |
| | 2,121 |
| | 1,739 |
| | — |
| | 1,739 |
|
TPGI share of net income (loss) | $ | (7,924 | ) | | $ | — |
| | $ | (7,924 | ) | | $ | (6,291 | ) | | $ | — |
| | $ | (6,291 | ) |
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 June 30, 2012 and December 31, 2011, including reconciliation from the consolidated balance sheets to the pro-rata consolidated balance sheets.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2012 | | December 31, 2011 |
| Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata | | Consolidated | | Plus Unconsolidated Investments at Pro-Rata | | Pro-Rata |
ASSETS | | | | | | | | | | | |
Investments in real estate, net | $ | 347,929 |
| | $ | 165,287 |
| | $ | 513,216 |
| | $ | 345,456 |
| | $ | 168,016 |
| | $ | 513,472 |
|
Investments in unconsolidated real estate entities | 2,102 |
| | (2,102 | ) | | — |
| | 11,372 |
| | (11,372 | ) | | — |
|
Condominium units held for sale | 44,011 |
| | — |
| | 44,011 |
| | 45,217 |
| | — |
| | 45,217 |
|
Cash and cash equivalents, unrestricted | 129,871 |
| | 2,957 |
| | 132,828 |
| | 79,320 |
| | 3,640 |
| | 82,960 |
|
Restricted cash | 7,721 |
| | 2,343 |
| | 10,064 |
| | 10,616 |
| | 2,388 |
| | 13,004 |
|
Rents and other receivables, net | 4,757 |
| | 408 |
| | 5,165 |
| | 4,821 |
| | 883 |
| | 5,704 |
|
Above market rents, net | 294 |
| | — |
| | 294 |
| | 399 |
| | — |
| | 399 |
|
Deferred rents | 18,696 |
| | 9,587 |
| | 28,283 |
| | 17,866 |
| | 9,424 |
| | 27,290 |
|
Deferred leasing and loan costs, net | 10,836 |
| | 9,862 |
| | 20,698 |
| | 12,283 |
| | 10,366 |
| | 22,649 |
|
Deferred tax asset, net of valuation allowance | 12,099 |
| | — |
| | 12,099 |
| | 13,737 |
| | — |
| | 13,737 |
|
Other assets | 6,611 |
| | 1,375 |
| | 7,986 |
| | 3,329 |
| | 689 |
| | 4,018 |
|
Assets associated with real estate held for disposition | — |
| | 6,867 |
| | 6,867 |
| | 1,107 |
| | 24,761 |
| | 25,868 |
|
Total assets | $ | 584,927 |
| | $ | 196,584 |
| | $ | 781,511 |
| | $ | 545,523 |
| | $ | 208,795 |
| | $ | 754,318 |
|
| | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | |
Mortgage, other secured, and unsecured loans | $ | 287,250 |
| | $ | 185,318 |
| | $ | 472,568 |
| | $ | 289,523 |
| | $ | 184,925 |
| | $ | 474,448 |
|
Accounts payable and other liabilities | 22,671 |
| | 1,320 |
| | 23,991 |
| | 20,710 |
| | 2,152 |
| | 22,862 |
|
Unrecognized tax benefits | 12,397 |
| | — |
| | 12,397 |
| | 14,012 |
| | — |
| | 14,012 |
|
Below market rents, net | 173 |
| | 2,530 |
| | 2,703 |
| | 259 |
| | 2,972 |
| | 3,231 |
|
Prepaid rent and deferred revenue | 3,452 |
| | 1,541 |
| | 4,993 |
| | 3,019 |
| | 2,421 |
| | 5,440 |
|
Liabilities associated with real estate held for disposition | — |
| | 5,875 |
| | 5,875 |
| | 27 |
| | 16,325 |
| | 16,352 |
|
Total liabilities | 325,943 |
| | 196,584 |
| | 522,527 |
| | 327,550 |
| | 208,795 |
| | 536,345 |
|
Noncontrolling interests | 64,718 |
| | — |
| | 64,718 |
| | 64,478 |
| | — |
| | 64,478 |
|
Total stockholders' equity | 194,266 |
| | — |
| | 194,266 |
| | 153,495 |
| | — |
| | 153,495 |
|
Total liabilities and equity | $ | 584,927 |
| | $ | 196,584 |
| | $ | 781,511 |
| | $ | 545,523 |
| | $ | 208,795 |
| | $ | 754,318 |
|
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 Income (Loss) to EBDT:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, 2012 | | For the three months ended June 30, 2011 |
| | | Plus Unconsolidated Investments at Pro-Rata | | | | | | Plus Unconsolidated Investments at Pro-Rata | | |
| Consolidated | | Continuing Operations | | Discontinued Operations | | Pro-Rata | | Consolidated | | Continuing Operations | | Discontinued Operations | | Pro-Rata |
Net income (loss) | $ | (4,804 | ) | | $ | — |
| | $ | — |
| | $ | (4,804 | ) | | $ | (3,006 | ) | | $ | — |
| | $ | — |
| | $ | (3,006 | ) |
Income tax (benefit) provision | 31 |
| | — |
| | — |
| | 31 |
| | 109 |
| | — |
| | — |
| | 109 |
|
Noncontrolling interests - unitholders in the Operating Partnership | (1,550 | ) | | — |
| | — |
| | (1,550 | ) | | (982 | ) | | — |
| | — |
| | (982 | ) |
Depreciation and amortization | 4,152 |
| | 2,352 |
| | 94 |
| | 6,598 |
| | 3,348 |
| | 2,546 |
| | 601 |
| | 6,495 |
|
Amortization of loan costs | 160 |
| | 74 |
| | 9 |
| | 243 |
| | 225 |
| | 62 |
| | 27 |
| | 314 |
|
EBDT | $ | (2,011 | ) | | $ | 2,426 |
| | $ | 103 |
| | $ | 518 |
| | $ | (306 | ) | | $ | 2,608 |
| | $ | 628 |
| | $ | 2,930 |
|
TPGI share of EBDT (1) | $ | (1,521 | ) | | $ | 1,835 |
| | $ | 78 |
| | $ | 392 |
| | $ | (229 | ) | | $ | 1,948 |
| | $ | 469 |
| | $ | 2,188 |
|
| | | | | | | | | | | | | | | |
EBDT per share - basic | | | $ | 0.01 |
| | | | | | | | $ | 0.06 |
|
EBDT per share - diluted | | | $ | 0.01 |
| | | | | | | | $ | 0.06 |
|
| | | | | | | | | | | | | | | |
Weighted average common shares outstanding - basic | | | 38,591,868 |
| | | | | | | | 36,647,394 |
|
Weighted average common shares outstanding - diluted | | | 38,961,852 |
| | | | | | | | 36,901,635 |
|
(1) Based on an interest in our operating partnership of 75.63% and 74.70% for the three months ended June 30, 2012 and 2011, respectively.
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 Income (Loss) to EBDT:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the six months ended June 30, 2012 | | For the six months ended June 30, 2011 |
| | | Plus Unconsolidated Investments at Pro-Rata | | | | | | Plus Unconsolidated Investments at Pro-Rata | | |
| Consolidated | | Continuing Operations | | Discontinued Operations | | Pro-Rata | | Consolidated | | Continuing Operations | | Discontinued Operations | | Pro-Rata |
Net income (loss) | $ | (7,924 | ) | | $ | — |
| | $ | — |
| | $ | (7,924 | ) | | $ | (6,291 | ) | | $ | — |
| | $ | — |
| | $ | (6,291 | ) |
Income tax (benefit) provision | 74 |
| | — |
| | — |
| | 74 |
| | 205 |
| | — |
| | — |
| | 205 |
|
Noncontrolling interests - unitholders in the Operating Partnership | (2,591 | ) | | — |
| | — |
| | (2,591 | ) | | (2,058 | ) | | — |
| | — |
| | (2,058 | ) |
Depreciation and amortization | 7,662 |
| | 4,823 |
| | 153 |
| | 12,638 |
| | 6,741 |
| | 4,988 |
| | 1,362 |
| | 13,091 |
|
Amortization of loan costs | 320 |
| | 154 |
| | 10 |
| | 484 |
| | 427 |
| | 93 |
| | 57 |
| | 577 |
|
EBDT | $ | (2,459 | ) | | $ | 4,977 |
| | $ | 163 |
| | $ | 2,681 |
| | $ | (976 | ) | | $ | 5,081 |
| | $ | 1,419 |
| | $ | 5,524 |
|
TPGI share of EBDT (1) | $ | (1,849 | ) | | $ | 3,742 |
| | $ | 123 |
| | $ | 2,016 |
| | $ | (729 | ) | | $ | 3,798 |
| | $ | 1,059 |
| | $ | 4,128 |
|
| | | | | | | | | | | | | | | |
EBDT per share - basic | | | $ | 0.05 |
| | | | | | | | $ | 0.11 |
|
EBDT per share - diluted | | | $ | 0.05 |
| | | | | | | | $ | 0.11 |
|
| | | | | | | | | | | | | | | |
Weighted average common shares outstanding - basic | | | 37,664,573 |
| | | | | | | | 36,591,261 |
|
Weighted average common shares outstanding - diluted | | | 38,020,891 |
| | | | | | | | 36,856,060 |
|
(1) Based on an interest in our operating partnership of 75.18% and 74.73% for the six months ended June 30, 2012 and 2011, respectively.
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 Income (Loss) to ATCF:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, 2012 | | For the three months ended June 30, 2011 |
| | | Plus Unconsolidated Investments at Pro-Rata | | | | | | Plus Unconsolidated Investments at Pro-Rata | | |
| Consolidated | | Continuing Operations | | Discontinued Operations | | Pro-Rata | | Consolidated | | Continuing Operations | | Discontinued Operations | | Pro-Rata |
Net income (loss) | $ | (4,804 | ) | | $ | — |
| | $ | — |
| | $ | (4,804 | ) | | $ | (3,006 | ) | | $ | — |
| | $ | — |
| | $ | (3,006 | ) |
Income tax (benefit) provision | 31 |
| | — |
| | — |
| | 31 |
| | 109 |
| | — |
| | — |
| | 109 |
|
Noncontrolling interests - unitholders in the Operating Partnership | (1,550 | ) | | — |
| | — |
| | (1,550 | ) | | (982 | ) | | — |
| | — |
| | (982 | ) |
Depreciation and amortization | 4,152 |
| | 2,352 |
| | 94 |
| | 6,598 |
| | 3,348 |
| | 2,546 |
| | 601 |
| | 6,495 |
|
Amortization of loan costs | 160 |
| | 74 |
| | 9 |
| | 243 |
| | 225 |
| | 62 |
| | 27 |
| | 314 |
|
Non-cash compensation expense | 263 |
| | — |
| | — |
| | 263 |
| | 164 |
| | — |
| | — |
| | 164 |
|
Straight-line rent adjustments | (88 | ) | | 6 |
| | (15 | ) | | (97 | ) | | (85 | ) | | 11 |
| | (102 | ) | | (176 | ) |
Adjustments to reflect the fair market value of rent | 11 |
| | (191 | ) | | (5 | ) | | (185 | ) | | 7 |
| | (221 | ) | | 4 |
| | (210 | ) |
ATCF before income taxes | $ | (1,825 | ) | | $ | 2,241 |
| | $ | 83 |
| | $ | 499 |
| | $ | (220 | ) | | $ | 2,398 |
| | $ | 530 |
| | $ | 2,708 |
|
| | | | | | | | | | | | | | | |
TPGI share of ATCF before income taxes (1) | $ | (1,380 | ) | | $ | 1,695 |
| | $ | 63 |
| | $ | 378 |
| | $ | (164 | ) | | $ | 1,791 |
| | $ | 396 |
| | $ | 2,023 |
|
TPGI income tax expense-current | (19 | ) | | — |
| | — |
| | (19 | ) | | (52 | ) | | — |
| | — |
| | (52 | ) |
TPGI share of ATCF | $ | (1,399 | ) | | $ | 1,695 |
| | $ | 63 |
| | $ | 359 |
| | $ | (216 | ) | | $ | 1,791 |
| | $ | 396 |
| | $ | 1,971 |
|
| | | | | | | | | | | | | | | |
ATCF per share - basic | | $ | 0.01 |
| | | | | | | | $ | 0.05 |
|
ATCF per share - diluted | | $ | 0.01 |
| | | | | | | | $ | 0.05 |
|
| | | | | | | | | | | | | | | |
Weighted average common shares outstanding - basic | | 38,591,868 |
| | | | | | | | 36,647,394 |
|
Weighted average common shares outstanding - diluted | | 38,961,852 |
| | | | | | | | 36,901,635 |
|
(1) Based on an interest in our operating partnership of 75.63% and 74.70% for the three months ended June 30, 2012 and 2011, respectively.
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 Income (Loss) to ATCF:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended June 30, 2012 | | For the six months ended June 30, 2011 |
| | | | Plus Unconsolidated Investments at Pro-Rata | | | | | | Plus Unconsolidated Investments at Pro-Rata | | |
| | Consolidated | | Continuing Operations | | Discontinued Operations | | Pro-Rata | | Consolidated | | Continuing Operations | | Discontinued Operations | | Pro-Rata |
Net income (loss) | | $ | (7,924 | ) | | $ | — |
| | $ | — |
| | $ | (7,924 | ) | | $ | (6,291 | ) | | $ | — |
| | $ | — |
| | $ | (6,291 | ) |
Income tax (benefit) provision | | 74 |
| | — |
| | — |
| | 74 |
| | 205 |
| | — |
| | — |
| | 205 |
|
Noncontrolling interests - unitholders in the Operating Partnership | | (2,591 | ) | | — |
| | — |
| | (2,591 | ) | | (2,058 | ) | | — |
| | — |
| | (2,058 | ) |
Depreciation and amortization | | 7,662 |
| | 4,823 |
| | 153 |
| | 12,638 |
| | 6,741 |
| | 4,988 |
| | 1,362 |
| | 13,091 |
|
Amortization of loan costs | | 320 |
| | 154 |
| | 10 |
| | 484 |
| | 427 |
| | 93 |
| | 57 |
| | 577 |
|
Non-cash compensation expense | | 911 |
| | — |
| | — |
| | 911 |
| | 533 |
| | — |
| | — |
| | 533 |
|
Straight-line rent adjustments | | (355 | ) | | (7 | ) | | (20 | ) | | (382 | ) | | (148 | ) | | (50 | ) | | (255 | ) | | (453 | ) |
Adjustments to reflect the fair market value of rent | | 19 |
| | (432 | ) | | (11 | ) | | (424 | ) | | 9 |
| | (448 | ) | | 11 |
| | (428 | ) |
ATCF before income taxes | | $ | (1,884 | ) | | $ | 4,538 |
| | $ | 132 |
| | $ | 2,786 |
| | $ | (582 | ) | | $ | 4,583 |
| | $ | 1,175 |
| | $ | 5,176 |
|
| | | | | | | | | | | | | | | | |
TPGI share of ATCF before income taxes (1) | | $ | (1,416 | ) | | $ | 3,412 |
| | $ | 99 |
| | $ | 2,095 |
| | $ | (435 | ) | | $ | 3,425 |
| | $ | 878 |
| | $ | 3,868 |
|
TPGI income tax expense-current | | (36 | ) | | — |
| | — |
| | (36 | ) | | (109 | ) | | — |
| | — |
| | (109 | ) |
TPGI share of ATCF | | $ | (1,452 | ) | | $ | 3,412 |
| | $ | 99 |
| | $ | 2,059 |
| | $ | (544 | ) | | $ | 3,425 |
| | $ | 878 |
| | $ | 3,759 |
|
| | | | | | | | | | | | | | | | |
ATCF per share - basic | | | | | | | | $ | 0.05 |
| | | | | | | | $ | 0.10 |
|
ATCF per share - diluted | | | | | | | | $ | 0.05 |
| | | | | | | | $ | 0.10 |
|
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - basic | | | | | | | | 37,664,573 |
| | | | | | | | 36,591,261 |
|
Weighted average common shares outstanding - diluted | | | | | | | | 38,020,891 |
| | | | | | | | 36,856,060 |
|
(1) Based on an interest in our operating partnership of 75.18% and 74.73% for the six months ended June 30, 2012 and 2011, respectively.
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | | | | | | |
Three months ended June 30, 2012 | | Property Management Fees | | Development Services Fees | | Leasing Fees | | Investment Advisory Fees | | Total Fees |
Source of revenues: | | | | | | | | | | |
Consolidated real estate entities | $ | 438 |
| | $ | 94 |
| | $ | 130 |
| | $ | 66 |
| | $ | 728 |
|
Unconsolidated real estate entities | 2,086 |
| | 117 |
| | 1,444 |
| | 1,138 |
| | 4,785 |
|
Managed properties | 475 |
| | 80 |
| | 99 |
| | 80 |
| | 734 |
|
Total investment advisory, management, leasing and development services revenue | $ | 2,999 |
| | $ | 291 |
| | $ | 1,673 |
| | $ | 1,284 |
| | 6,247 |
|
Investment advisory, management, leasing and development services expenses | (3,000 | ) |
Net investment advisory, management, leasing and development services income | $ | 3,247 |
|
| | | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | $ | 6,247 |
|
Elimination of intercompany fee revenues | (1,295 | ) |
Investment advisory, management, leasing and development services revenue, as reported | $ | 4,952 |
|
| | | | | | | | | | |
Three months ended June 30, 2011 | | | | | | | | | | |
Source of revenues: | | | | | | | | | | |
Consolidated real estate entities | $ | 411 |
| | $ | 25 |
| | $ | 168 |
| | $ | 65 |
| | $ | 669 |
|
Unconsolidated real estate entities | 2,376 |
| | 280 |
| | 1,531 |
| | 1,368 |
| | 5,555 |
|
Managed properties | 433 |
| | 117 |
| | 693 |
| | 69 |
| | 1,312 |
|
Total investment advisory, management, leasing and development services revenue | $ | 3,220 |
| | $ | 422 |
| | $ | 2,392 |
| | $ | 1,502 |
| | 7,536 |
|
Investment advisory, management, leasing and development services expenses | (3,610 | ) |
Net investment advisory, management, leasing and development services income | $ | 3,926 |
|
| | | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | $ | 7,536 |
|
Elimination of intercompany fee revenues | (1,518 | ) |
Investment advisory, management, leasing and development services revenue, as reported | $ | 6,018 |
|
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | | | | | | |
Six months ended June 30, 2012 | | Property Management Fees | | Development Services Fees | | Leasing Fees | | Investment Advisory Fees | | Total Fees |
Source of revenues: | | | | | | | | | | |
Consolidated real estate entities | $ | 874 |
| | $ | 172 |
| | $ | 195 |
| | $ | 134 |
| | $ | 1,375 |
|
Unconsolidated real estate entities | 4,205 |
| | 466 |
| | 2,490 |
| | 2,293 |
| | 9,454 |
|
Managed properties | 955 |
| | 140 |
| | 410 |
| | 160 |
| | 1,665 |
|
Total investment advisory, management, leasing and development services revenue | $ | 6,034 |
| | $ | 778 |
| | $ | 3,095 |
| | $ | 2,587 |
| | 12,494 |
|
Investment advisory, management, leasing and development services expenses | (5,994 | ) |
Net investment advisory, management, leasing and development services income | $ | 6,500 |
|
| | | | | | | | | �� | |
Reconciliation to GAAP presentation: | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | $ | 12,494 |
|
Elimination of intercompany fee revenues | (2,509 | ) |
Investment advisory, management, leasing and development services revenue, as reported | $ | 9,985 |
|
| | | | | | | | | | |
Six months ended June 30, 2011 | | | | | | | | | | |
Source of revenues: | | | | | | | | | | |
Consolidated real estate entities | $ | 829 |
| | $ | 77 |
| | $ | 313 |
| | $ | 133 |
| | $ | 1,352 |
|
Unconsolidated real estate entities | 4,761 |
| | 456 |
| | 2,921 |
| | 2,732 |
| | 10,870 |
|
Managed properties | 811 |
| | 480 |
| | 701 |
| | 131 |
| | 2,123 |
|
Total investment advisory, management, leasing and development services revenue | $ | 6,401 |
| | $ | 1,013 |
| | $ | 3,935 |
| | $ | 2,996 |
| | 14,345 |
|
Investment advisory, management, leasing and development services expenses | (6,639 | ) |
Net investment advisory, management, leasing and development services income | $ | 7,706 |
|
| | | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | $ | 14,345 |
|
Elimination of intercompany fee revenues | (2,855 | ) |
Investment advisory, management, leasing and development services revenue, as reported | $ | 11,490 |
|
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA
Our Operating Properties |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of June 30, 2012 | | TPGI Share (1) (in thousands except square footage) |
| Location | | Rentable Square Feet (2) | | Percent Leased | | TPGI Percentage Interest | | Rentable Square Feet | | Trailing Twelve Months Ended June 30, 2012 Adjusted Historical NOI - Cash Basis (3) | | Current Annualized NOI (4) | | Pro-Forma Annualized NOI at 95% Occupancy (5) | | Currently Committed Leasing Capital Costs (6) | | Estimated Incremental Leasing Capital Costs (6) | | Net Current Assets | | Encumbrances at June 30, 2012 | |
Consolidated Operating Properties: | | | | | | | | | | | | | | | | | | | | | | | | |
One Commerce Square (7) | Philadelphia, PA | | 942,866 |
| | 95.8 | % | | 100.0 | % | | 942,866 |
| | $ | 13,130 |
| | $ | 16,330 |
| | $ | 16,192 |
| | $ | (804 | ) | | $ | — |
| | $ | — |
| | $ | 134,819 |
| |
Two Commerce Square (7) | Philadelphia, PA | | 953,276 |
| | 77.3 |
| | 100.0 |
| | 953,276 |
| | 12,360 |
| | 9,817 |
| | 12,680 |
| | (941 | ) | | (9,262 | ) | | — |
| | 109,742 |
| |
Four Points Centre | Austin, TX | | 193,862 |
| | 31.5 |
| | 100.0 |
| | 193,862 |
| | (221 | ) | | (148 | ) | | 1,807 |
| | (4 | ) | | (5,882 | ) | | — |
| | 24,337 |
| (8 | ) |
Subtotal Consolidated Operating Properties | | 2,090,004 |
| | 81.4 |
| | | | 2,090,004 |
| | 25,269 |
| | 25,999 |
| | 30,679 |
| | (1,749 | ) | | (15,144 | ) | | — |
| | 268,898 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | |
Joint Venture Operating Properties: | | | | | | | | | | | | | | | | | | | | | | | |
2121 Market Street (9) | Philadelphia, PA | | 154,959 |
| | 96.8 |
| | 50.0 |
| | 77,480 |
| | 1,213 |
| | 1,073 |
| | 1,053 |
| | — |
| | — |
| | 78 |
| | 8,810 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPG/CalSTRS Joint Venture: | | | | | | | | | | | | | | | | | | | | | | | | |
City National Plaza | Los Angeles, CA | | 2,496,084 |
| | 86.7 |
| | 7.9 |
| | 198,127 |
| | 3,191 |
| | 3,890 |
| | 4,269 |
| | (562 | ) | | (1,153 | ) | | (132 | ) | | 29,350 |
| |
Reflections I | Reston, VA | | 123,546 |
| | — |
| | 25.0 |
| | 30,887 |
| | (172 | ) | | (107 | ) | | 655 |
| | — |
| | (1,978 | ) | | 17 |
| | 5,186 |
| |
Reflections II | Reston, VA | | 64,253 |
| | — |
| | 25.0 |
| | 16,063 |
| | 343 |
| | (73 | ) | | 252 |
| | — |
| | (504 | ) | | 200 |
| | 2,161 |
| |
San Felipe Plaza | Houston, TX | | 980,472 |
| | 85.2 |
| | 25.0 |
| | 245,118 |
| | 2,747 |
| | 3,448 |
| | 3,942 |
| | (246 | ) | | (964 | ) | | (324 | ) | | 27,500 |
| |
CityWestPlace | Houston, TX | | 1,473,020 |
| | 99.0 |
| | 25.0 |
| | 368,255 |
| | 5,517 |
| | 6,453 |
| | 6,192 |
| | (218 | ) | | — |
| | 753 |
| | 53,702 |
| |
Fair Oaks Plaza | Fairfax, VA | | 179,688 |
| | 84.8 |
| | 25.0 |
| | 44,922 |
| | 712 |
| | 630 |
| | 736 |
| | (3 | ) | | (207 | ) | | (112 | ) | | 11,075 |
| |
Subtotal TPG/CalSTRS Joint Venture | | 5,317,063 |
| | 86.7 |
| | | | 903,372 |
| | 12,338 |
| | 14,241 |
| | 16,046 |
| | (1,029 | ) | | (4,806 | ) | | 402 |
| | 128,974 |
| |
Austin Portfolio: | | | | | | | | | | | | | | | | | | | | | | | | |
Frost Bank Tower | Austin, TX | | 535,078 |
| | 92.4 |
| | 6.3 |
| | 33,442 |
| | 800 |
| | 893 |
| | 919 |
| | (49 | ) | | (55 | ) | | (174 | ) | | 9,375 |
| |
300 West 6th Street | Austin, TX | | 454,225 |
| | 85.2 |
| | 6.3 |
| | 28,389 |
| | 460 |
| | 779 |
| | 854 |
| | (292 | ) | | (167 | ) | | (14 | ) | | 7,938 |
| |
San Jacinto Center | Austin, TX | | 410,248 |
| | 78.3 |
| | 6.3 |
| | 25,641 |
| | 351 |
| | 448 |
| | 555 |
| | (6 | ) | | (257 | ) | | (88 | ) | | 6,313 |
| |
One Congress Plaza | Austin, TX | | 518,385 |
| | 90.8 |
| | 6.3 |
| | 32,399 |
| | 560 |
| | 623 |
| | 656 |
| | (97 | ) | | (82 | ) | | (188 | ) | | 8,001 |
| |
One American Center | Austin, TX | | 503,951 |
| | 65.5 |
| | 6.3 |
| | 31,497 |
| | 239 |
| | 290 |
| | 504 |
| | (59 | ) | | (558 | ) | | (152 | ) | | 7,500 |
| |
Stonebridge Plaza II (10) | Austin, TX | | 192,864 |
| | 96.0 |
| | 6.3 |
| | 12,054 |
| | 156 |
| | 203 |
| | 201 |
| | (81 | ) | | — |
| | (66 | ) | | 2,344 |
| |
Research Park Plaza I and II (11) | Austin, TX | | 271,882 |
| | 95.5 |
| | 6.3 |
| | 16,993 |
| | 324 |
| | 351 |
| | 349 |
| | — |
| | — |
| | 20 |
| | 3,219 |
| |
Westech 360 I-IV | Austin, TX | | 175,529 |
| | 71.2 |
| | 6.3 |
| | 10,971 |
| | 63 |
| | 94 |
| | 131 |
| | (17 | ) | | (73 | ) | | (22 | ) | | 8,423 |
| (12 | ) |
Park Centre | Austin, TX | | 203,193 |
| | 80.0 |
| | 6.3 |
| | 12,700 |
| | 74 |
| | 66 |
| | 93 |
| | (28 | ) | | (53 | ) | | (32 | ) | | — |
| (12 | ) |
Great Hills Plaza | Austin, TX | | 139,252 |
| | 79.2 |
| | 6.3 |
| | 8,703 |
| | 58 |
| | 76 |
| | 94 |
| | (2 | ) | | (37 | ) | | (24 | ) | | — |
| (12 | ) |
Subtotal Austin Portfolio | | 3,404,607 |
| | 83.6 |
| | | | 212,789 |
| | 3,085 |
| | 3,823 |
| | 4,356 |
| | (631 | ) | | (1,282 | ) | | (740 | ) | | 53,113 |
| |
Total / Average | | 10,966,633 |
| | 84.9 | % | | | | 3,283,645 |
| | $ | 41,905 |
| | $ | 45,136 |
| | $ | 52,134 |
| | $ | (3,409 | ) | | $ | (21,232 | ) | | $ | (260 | ) | | $ | 459,795 |
| |
Footnotes on following page.
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). |
| |
(3) | Adjusted historical net operating income - cash basis represents the sum of (in thousands): |
|
| | | | | | | | | | | | | | | |
| Twelve Months Ended December 31, 2011 | | Less Six Months Ended June 30, 2011 | | Plus Six Months Ended June 30, 2012 | | Trailing Twelve Months Ended June 30 2012 |
Rental, tenant reimbursements, and parking and other revenue | $ | 90,532 |
| | $ | (44,596 | ) | | $ | 44,877 |
| | $ | 90,813 |
|
Property operating and maintenance expenses and real estate taxes | (48,954 | ) | | 23,746 |
| | (24,640 | ) | | (49,848 | ) |
Pro-Rata Net Operating Income | 41,578 |
| | (20,850 | ) | | 20,237 |
| | 40,965 |
|
Adjustments: | | | | | | | |
Straight line and other GAAP rent adjustments | (1,386 | ) | | 666 |
| | (855 | ) | | (1,575 | ) |
Free rent granted and termination fees earned for the period | 1,171 |
| | (530 | ) | | 1,556 |
| | 2,197 |
|
Net operating loss from development properties | 1,887 |
| | (1,043 | ) | | 1,506 |
| | 2,350 |
|
Net operating income (loss) from discontinued operations | — |
| | (250 | ) | | 211 |
| | (39 | ) |
Elimination of intercompany revenues and expenses | (1,424 | ) | | 894 |
| | (1,463 | ) | | (1,993 | ) |
Adjusted Historical Net Operating Income - Cash Basis | $ | 41,826 |
| | $ | (21,113 | ) | | $ | 21,192 |
| | $ | 41,905 |
|
| | | | | | | |
Adjustments related to discontinued operations sold and no longer reported on portfolio data: | | | | | | | |
Straight line and other GAAP rent adjustments | $ | (186 | ) | | | | | | |
Elimination of intercompany revenues and expenses | (94 | ) | | | | | | |
Free rent granted and termination fees for the period | 113 |
| | | | | | |
Net operating income from discontinued operations | 1,036 |
| | | | | | |
Total adjustments | $ | 869 |
| | | | | | |
Adjusted Historical Net Operating Income - Cash Basis as Reported | $ | 42,695 |
| | | | | | |
| | | | | | | |
| |
(4) | Current annualized net operating income represents the sum of i) pro-rata net operating income for the month of July 2012, annualized; and ii) the annual straight-line rent adjustment for existing leases which were in place as of June 30, 2012, calculated as if the leases began on June 30, 2012. |
| |
(5) | For properties that are less than 95% leased, pro-forma annualized net operating income represents the sum of i) current annualized net operating income, and ii) an upward adjustment to net operating income based on current market rent to achieve 95% occupancy. For properties that are more than 95% leased, pro-forma annualized net operating income represents the sum of i) current annualized net operating income, and ii) a downward adjustment to net operating income based on average in place rent to achieve 95% occupancy. |
| |
(6) | Currently committed leasing capital costs represent existing contractual obligations for tenant improvement and leasing commission costs for leases in place as of June 30, 2012. Estimated incremental leasing capital costs represents capital expenditures, including tenant improvements and leasing commissions, expected to be spent to achieve 95% occupancy. |
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
| |
(7) | Brandywine Realty Trust ("BDN") has a preferred equity position in the partnerships that own Commerce Square. BDN will contribute a total of $25.0 million in the form of preferred equity to the partnerships, of which $9.1 million has been contributed as of June 30, 2012, with the balance to be contributed by December 31, 2012. The preferred equity, which earns a preferred return of 9.25%, will be invested in a value-enhancement program designed to increase rental rates and occupancy at Commerce Square. The preferred equity balances as of June 30, 2012, including accrued preferred return, of $7.1 million and $2.9 million have been added to the encumbrances of each of One Commerce Square and Two Commerce Square, respectively. |
| |
(8) | An additional $6.4 million may be borrowed under this loan. |
| |
(9) | As of June 30, 2012, we engaged a broker to list the property for sale. |
| |
(10) | On July 17, 2012, we completed the sale of Stonebridge Plaza II in Austin, Texas, an Austin joint venture property. The joint venture received proceeds from this transaction of $2.9 million, after closing costs and repayment of mortgage debt, of which TPG's share is $0.2 million. The mortgage debt was scheduled to mature on September 7, 2012. |
| |
(11) | On July 25, 2012, we completed the sale of Research Park Plaza in Austin, Texas, an Austin joint venture property. The joint venture received proceeds from this transaction of $14.8 million, after closing costs and repayment of the mortgage debt, of which TPG's share is $0.9 million. The mortgage debt was scheduled to mature on September 7, 2012. |
| |
(12) | 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. (See notes 10 and 11 above regarding the sales of two properties subsequent to June 30, 2012.) In April, 2012, the lender advanced an additional $9.0 million under the Tranche B portion of the term loan to fund certain capital obligations of the partnership. Our pro-rata share of the term loan obligation is $8.4 million, which is reflected entirely on the Westech 360 I-IV line. (See footnote 4 on page 27 for discussions of the senior priority financing, which is senior to Tranche B.) |
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
Same Property NOI is a non-GAAP financial measure and may not be directly comparable to similarly-titled measures reported by other companies. We present this financial measure under the pro-rata consolidation method to provide supplemental information helpful to an understanding of the results of operations of our operating properties. Same Property NOI does not reflect the consolidated operations of the company, nor is it indicative of funds available to fund our cash needs. Same Property NOI 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.
Same Property Net Operating Income (NOI) Comparison
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the three months ended June 30, |
| | | TPGI Share | | | | | | |
| | | (in thousands except square footage) | | | | | | |
| | | NOI - Cash | | NOI - GAAP | | Percent Leased |
| Number of Properties | | Rentable Square Feet | | 2012 | | 2011 | | Percentage Change | | 2012 | | 2011 | | Percentage Change | | 2012 | | 2011 | | Change |
Same Properties: | | | | | | | | | | | | | | | | | | | | | |
Consolidated Operating Properties | 3 |
| | 2,090,004 |
| | $ | 5,883 |
| | $ | 5,894 |
| | (0.2 | )% | | $ | 5,954 |
| | $ | 5,993 |
| | (0.7 | )% | | 81.4 | % | | 81.0 | % | | 0.4 | % |
Joint Venture Operating Properties | 17 |
| | 1,193,641 |
| | 4,011 |
| | 4,204 |
| | (4.6 | ) | | 4,221 |
| | 4,406 |
| | (4.2 | ) | | 85.7 |
| | 87.2 |
| | (1.5 | ) |
Total/Average | 20 |
| | 3,283,645 |
| | $ | 9,894 |
| | $ | 10,098 |
| | (2.0 | )% | | $ | 10,175 |
| | $ | 10,399 |
| | (2.2 | )% | | 84.9 | % | | 86.1 | % | | (1.2 | )% |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| As of and for the six months ended June 30, |
| | | TPGI Share | | | | | | |
| | | (in thousands except square footage) | | | | | | |
| | | | | NOI - Cash | | NOI - GAAP | | Percent Leased |
| Number of Properties | | Rentable Square Feet | | 2012 | | 2011 | | Percentage Change | | 2012 | | 2011 | | Percentage Change | | 2012 | | 2011 | | Change |
Same Properties: | | | | | | | | | | | | | | | | | | | | | |
Consolidated Operating Properties | 3 |
| | 2,090,004 |
| | $ | 11,663 |
| | $ | 12,134 |
| | (3.9 | )% | | $ | 11,991 |
| | $ | 12,264 |
| | (2.2 | )% | | 81.4 | % | | 81.0 | % | | 0.4 | % |
Joint Venture Operating Properties | 17 |
| | 1,193,641 |
| | 8,141 |
| | 8,448 |
| | (3.6 | ) | | 8,619 |
| | 8,985 |
| | (4.1 | ) | | 85.7 |
| | 87.2 |
| | (1.5 | ) |
Total/Average | 20 |
| | 3,283,645 |
| | $ | 19,804 |
| | $ | 20,582 |
| | (3.8 | )% | | $ | 20,610 |
| | $ | 21,249 |
| | (3.0 | )% | | 84.9 | % | | 86.1 | % | | (1.2 | )% |
| | | | | | | | | | | | | | | | | | | | | |
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
Reconciliation of Same Property NOI - Cash and NOI- GAAP to Pro-Rata NOI (in thousands):
|
| | | | | | | | | | | | | | | | |
| | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2012 | | 2011 | | 2012 | | 2011 |
Rental, tenant reimbursements, and parking and other revenue | | $ | 22,110 |
| | $ | 21,716 |
| | $ | 44,877 |
| | $ | 44,596 |
|
Property operating and maintenance expenses and real estate taxes | | (12,101 | ) | | (11,482 | ) | | (24,640 | ) | | (23,746 | ) |
Pro-Rata NOI | | 10,009 |
| | 10,234 |
| | 20,237 |
| | 20,850 |
|
| | | | | | | | |
Adjustments: | | | | | | | | |
Straight line and other GAAP rent adjustments | | (280 | ) | | (300 | ) | | (805 | ) | | (666 | ) |
Net operating loss from development properties and other properties | | 556 |
| | 466 |
| | 1,120 |
| | 1,043 |
|
Net operating income from discontinued operations | | 93 |
| | 135 |
| | 211 |
| | 250 |
|
Elimination of intercompany revenues and expenses | | (483 | ) | | (436 | ) | | (958 | ) | | (894 | ) |
Same Property NOI - Cash | | 9,895 |
| | 10,099 |
| | 19,805 |
| | 20,583 |
|
| | | | | | | | |
Straight line and other GAAP rent adjustments | | 280 |
| | 300 |
| | 805 |
| | 666 |
|
| | | | | | | | |
Same Property NOI - GAAP | | $ | 10,175 |
| | $ | 10,399 |
| | $ | 20,610 |
| | $ | 21,249 |
|
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 June 30, 2012, 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 |
Vacant | | 545,713 |
| | 16.7 | % | | $ | — |
| | $ | — |
|
2012 | | 123,951 |
| | 3.8 |
| | 17.97 |
| | 17.97 |
|
2013 | | 251,979 |
| | 7.7 |
| | 18.02 |
| | 18.43 |
|
2014 | | 288,718 |
| | 8.8 |
| | 15.98 |
| | 16.61 |
|
2015 | | 464,333 |
| | 14.1 |
| | 17.13 |
| | 18.15 |
|
2016 | | 141,931 |
| | 4.3 |
| | 16.14 |
| | 20.17 |
|
2017 | | 387,409 |
| | 11.8 |
| | 14.75 |
| | 17.74 |
|
2018 | | 135,984 |
| | 4.1 |
| | 16.39 |
| | 21.16 |
|
2019 | | 76,881 |
| | 2.3 |
| | 16.32 |
| | 20.56 |
|
2020 | | 375,460 |
| | 11.4 |
| | 13.36 |
| | 21.78 |
|
2021 | | 248,239 |
| | 7.6 |
| | 15.09 |
| | 19.56 |
|
Thereafter | | 243,047 |
| | 7.4 |
| | 12.67 |
| | 22.88 |
|
Total/Weighted Average | | 3,283,645 |
| | 100.0 | % | | $ | 15.58 |
| | $ | 19.31 |
|
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
Lease Activity
|
| | | | | | | | | | | | | | | | | | | |
| TPGI Share |
| For the Three Months Ended |
| June 30, 2012 | | March 31, 2012 | | December 31, 2011 | | September 30, 2011 | | June 30, 2011 |
Retention (square feet): | | | | | | | | | |
Retained tenants | 63,226 |
| | 10,401 |
| | 104,131 |
| | 13,842 |
| | 43,100 |
|
Leases expired | 106,563 |
| | 24,709 |
| | 148,700 |
| | 25,716 |
| | 63,141 |
|
Retention % | 59.3 | % | | 42.1 | % | | 70.0 | % | | 53.8 | % | | 68.3 | % |
| | | | | | | | | |
All Leases Signed (square feet) | 78,378 |
| | 39,258 |
| | 132,270 |
| | 50,414 |
| | 92,032 |
|
Weighted Average Lease Term (years): | 7.8 |
| | 6.4 |
| | 8.0 |
| | 6.1 |
| | 8.0 |
|
Weighted Average Free Rent Term (months): | 4.2 |
| | 3.8 |
| | 3.2 |
| | 2.8 |
| | 7.8 |
|
Total Capital Costs Committed (per square foot per lease year) (1): | | | | | | | | | |
New leases | $ | 5.16 |
| | $ | 6.69 |
| | $ | 7.12 |
| | $ | 7.01 |
| | $ | 4.55 |
|
Renewals | $ | 2.47 |
| | $ | 4.08 |
| | $ | 3.83 |
| | $ | 2.77 |
| | $ | 2.13 |
|
Combined | $ | 3.32 |
| | $ | 6.06 |
| | $ | 6.97 |
| | $ | 6.16 |
| | $ | 2.59 |
|
Quarterly Leasing Spread: | | | | | | | | | |
New leases | 17,333 |
| | 23,260 |
| | 76,757 |
| | 23,811 |
| | 22,937 |
|
Renewals | 56,866 |
| | 8,504 |
| | 8,681 |
| | 11,892 |
| | 63,771 |
|
Total Leases Subject to Comparison (square feet) | 74,199 |
| | 31,764 |
| | 85,438 |
| | 35,703 |
| | 86,708 |
|
| | | | | | | | | |
New Leases/Expansions: | | | | | | | | | |
Expiring Cash Rental Rate | $ | 17.73 |
| | $ | 16.97 |
| | $ | 10.54 |
| | $ | 14.32 |
| | $ | 18.26 |
|
Initial Cash Rental Rate | $ | 21.61 |
| | $ | 18.60 |
| | $ | 15.42 |
| | $ | 21.27 |
| | $ | 16.51 |
|
Increase (decrease) % | 21.9 | % | | 9.6 | % | | 46.3 | % | | 48.5 | % | | (9.6 | )% |
| | | | | | | | | |
Expiring GAAP Rental Rate | $ | 16.66 |
| | $ | 16.11 |
| | $ | 9.89 |
| | $ | 13.25 |
| | $ | 17.40 |
|
New GAAP Rental Rate | $ | 22.36 |
| | $ | 21.28 |
| | $ | 12.75 |
| | $ | 21.62 |
| | $ | 18.43 |
|
Increase (decrease) % | 34.2 | % | | 32.1 | % | | 28.9 | % | | 63.2 | % | | 5.9 | % |
| | | | | | | | | |
Renewals of Existing Leased Space: | | | | | | | | | |
Expiring Cash Rental Rate | $ | 14.91 |
| | $ | 15.71 |
| | $ | 25.46 |
| | $ | 16.74 |
| | $ | 15.00 |
|
Initial Cash Rental Rate | $ | 15.36 |
| | $ | 20.71 |
| | $ | 27.18 |
| | $ | 17.72 |
| | $ | 14.04 |
|
Increase (decrease) % | 3.0 | % | | 31.8 | % | | 6.8 | % | | 5.9 | % | | (6.4 | )% |
| | | | | | | | | |
Expiring GAAP Rental Rate | $ | 13.88 |
| | $ | 14.15 |
| | $ | 19.10 |
| | $ | 16.01 |
| | $ | 13.68 |
|
New GAAP Rental Rate | $ | 16.61 |
| | $ | 24.23 |
| | $ | 16.96 |
| | $ | 17.80 |
| | $ | 19.20 |
|
Increase (decrease) % | 19.7 | % | | 71.2 | % | | (11.2 | )% | | 11.2 | % | | 40.4 | % |
| | | | | | | | | |
Combined: | | | | | | | | | |
Expiring Cash Rental Rate | $ | 15.56 |
| | $ | 16.64 |
| | $ | 12.06 |
| | $ | 15.21 |
| | $ | 15.83 |
|
Initial Cash Rental Rate | $ | 16.82 |
| | $ | 19.17 |
| | $ | 16.61 |
| | $ | 20.09 |
| | $ | 14.70 |
|
Increase (decrease) % | 8.1 | % | | 15.2 | % | | 37.7 | % | | 32.1 | % | | (7.1 | )% |
| | | | | | | | | |
Expiring GAAP Rental Rate | $ | 14.52 |
| | $ | 15.59 |
| | $ | 10.82 |
| | $ | 14.27 |
| | $ | 14.63 |
|
New GAAP Rental Rate | $ | 17.95 |
| | $ | 22.07 |
| | $ | 13.18 |
| | $ | 20.35 |
| | $ | 19.00 |
|
Increase (decrease) % | 23.6 | % | | 41.6 | % | | 21.8 | % | | 42.6 | % | | 29.9 | % |
(1) Includes tenant improvements and leasing commissions.
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
($ in thousands except for average amounts)
Our Development Properties |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Entitlements | | TPGI Share as of June 30, 2012 |
| | Location | | TPGI Percentage Interest | | Number of Acres | | Potential Property Types | | Square Feet | | Status | | Costs Incurred to Date | | Average Cost Per Square Foot | | Loan Balance |
Pre-Development | | | | | | | | | | | | | | | | | | |
Campus El Segundo (1) | | El Segundo, CA | | 100 | % | | 23.9 |
| | Office/ Retail/ R&D/ Hotel | | 1,700,000 |
| | Entitled | | $ | 57,177 |
| | $ | 33.63 |
| | $ | 14,500 |
|
Four Points Centre (2) | | Austin, TX | | 100 |
| | 252.5 |
| | Office/ Retail/ R&D/ Hotel | | 1,680,000 |
| | Entitled | | 18,290 |
| | 10.89 |
| | — |
|
2100 JFK Boulevard (1) | | Philadelphia, PA | | 100 |
| | 0.7 |
| | Office/ Retail/ R&D/ Hotel | | 366,000 |
| | Entitled | | 4,928 |
| | 13.46 |
| | — |
|
CityWestPlace land | | Houston, TX | | 25 |
| | 25.0 |
| | Office/ Retail/ Residential | | 1,500,000 |
| | Entitled | | 5,348 |
| | 14.26 |
| (3) | — |
|
| | | | | | | | | | 5,246,000 |
| | | | $ | 85,743 |
| | $ | 19.40 |
| | $ | 14,500 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Condominium Units Held for Sale | | As of June 30, 2012 |
| | Location | | TPGI Percentage Interest (4) | | 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 (5) | | Total Square Feet Remaining To Be Sold | | List Price Per Square Foot to Be Sold (6) | | Book Carrying Value | | Loan Balance |
Murano | | Philadelphia, PA | | 73% | | 43-story for-sale condominium project containing 302 units. Certificates of occupancy received for 100% of units | | 239 |
| | 267,264 |
| | $ | 515 |
| | 63 |
| | 84,061 |
| | $510 to $1,747 | | $ | 44,011 |
| | $ | 13,840 |
|
| |
(1) | As of June 30, 2012, the 23.9 acres at Campus El Segundo and the 0.7 acres at 2100 JFK Boulevard have been listed with brokers and are on the market to be sold. |
| |
(2) | Certain parcels at Four Points Centre are being targeted for sale. |
| |
(3) | Average cost per square foot on City West Place land is based on total costs incurred to date of $21.4 million, including TPGI's share of $5.3 million. |
| |
(4) | After full repayment of the Murano construction loan, which has a balance of $13.8 million at June 30, 2012, net proceeds from the project will be distributed, to the extent available, as follows: |
| |
i. | First, to TPGI as repayment of our first priority capital and a return on such capital, which has a balance of $13.8 million as of June 30, 2012; |
| |
ii. | Second, to TPGI and our partner equally for repayment of second priority capital and a return on such capital. TPGI's share of this tranche is $1.6 million as of June 30, 2012; |
| |
iii. | Third, the next $3.0 million to be split equally between TPGI and our partner; |
| |
iv. | Fourth, to TPGI for repayment of our original preferred equity contribution and a return on such capital, which has a balance of $29.6 million as of June 30, 2012; |
| |
v. | Fifth, the next $3.0 million to be split equally between TPGI and our partner; and |
| |
vi. | Sixth, to TPGI for repayment of the final half of the original preferred equity contribution, which has a balance of $8.2 million as of June 30, 2012; and |
| |
vii. | Any residual amounts will be allocated to TPGI and our partner 73% and 27%, respectively. |
| |
(5) | Of the 63 units remaining to sell as of June 30, 2012, 59 units are on high-rise floors with superior views. Subsequent to June 30, 2012, we have three additional units under contract for sale. |
| |
(6) | The average list price per square foot is $754. |
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
Our Managed Properties
We provide leasing, asset and/or property management services on behalf of third parties for the following properties:
|
| | | | | | | | | | |
Managed Properties | | Location | | Rentable Square Feet | | Percent Leased | | Managed by TPG Since |
800 South Hope Street | | Los Angeles, CA | | 242,176 |
| | 98.5 | % | | 2000 |
CalEPA Headquarters | | Sacramento, CA | | 950,939 |
| | 100.0 |
| | 2000 |
1835 Market Street | | Philadelphia, PA | | 686,503 |
| | 87.7 |
| | 2002 |
816 Congress | | Austin, TX | | 433,024 |
| | 73.3 |
| | 2011 |
Austin Centre | | Austin, TX | | 360,058 |
| | 72.7 |
| | 2011 |
Total/Weighted Average | 2,672,700 |
| | 88.7 | % | | |
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY
(in thousands)
|
| | | | | | | | | | | | | | | |
| | As of June 30, 2012 |
Mortgages and Other Loans | | Interest Rate | | Principal Amount | | TPGI Share of Principal Amount | | Maturity Date | | Maturity Date at End of Extension Options |
2012 Maturity Date at End of Extension Options | | | | | | |
City National Plaza - note payable to former partner (1) | | 5.8 | % | | $ | 19,258 |
| | $ | 1,529 |
| | 7/16/2012 | | 7/16/2012 |
Research Park Plaza I and II (2) | | 6.3 |
| | 51,500 |
| | 3,219 |
| | 9/7/2012 | | 9/7/2012 |
Stonebridge Plaza II (3) | | 4.9 |
| | 37,500 |
| | 2,344 |
| | 9/7/2012 | | 9/7/2012 |
Subtotal - 2012 maturities | 108,258 |
| | 7,092 |
| | | | |
2013 Maturity Date at End of Extension Options | | | | | | |
Two Commerce Square | | 6.3 |
| | 106,862 |
| | 106,862 |
| | 5/9/2013 | | 5/9/2013 |
Austin Portfolio bank term loan - Tranche B (4) | | 8.0 - 22.0 |
| | 134,763 |
| | 8,423 |
| | 6/1/2013 | | 6/1/2013 |
Murano mortgage loan (5) | | 4.0 |
| | 13,840 |
| | 13,840 |
| | 12/15/2013 | | 12/15/2013 |
Subtotal - 2013 maturities | 255,465 |
| | 129,125 |
| | | | |
2014 Maturity Date at End of Extension Options | | | | | | |
Four Points Centre (6) | | 3.7 |
| | 24,337 |
| | 24,337 |
| | 7/31/2012 | | 7/31/2014 |
Campus El Segundo (7) | | 4.0 |
| | 14,500 |
| | 14,500 |
| | 10/31/2012 | | 10/31/2014 |
Subtotal - 2014 maturities | 38,837 |
| | 38,837 |
| | | | |
2015 and Thereafter- Maturity Date at End of Extension Options | | | | |
Reflections I | | 5.2 |
| | 20,745 |
| | 5,186 |
| | 4/1/2015 | | 4/1/2015 |
Reflections II | | 5.2 |
| | 8,642 |
| | 2,161 |
| | 4/1/2015 | | 4/1/2015 |
City National Plaza - note payable to former partner (1) | | 5.8 |
| | 500 |
| | 40 |
| | 7/16/2012 | | 1/4/2016 |
One Commerce Square | | 5.7 |
| | 127,711 |
| | 127,711 |
| | 1/6/2016 | | 1/6/2016 |
CityWestPlace (Buildings I & II) | | 6.2 |
| | 119,808 |
| | 29,952 |
| | 7/6/2016 | | 7/6/2016 |
Fair Oaks Plaza | | 5.5 |
| | 44,300 |
| | 11,075 |
| | 2/9/2017 | | 2/9/2017 |
Frost Bank Tower | | 6.1 |
| | 150,000 |
| | 9,375 |
| | 6/11/2017 | | 6/11/2017 |
One Congress Plaza | | 6.1 |
| | 128,000 |
| | 8,001 |
| | 6/11/2017 | | 6/11/2017 |
300 West 6th Street | | 6.0 |
| | 127,000 |
| | 7,938 |
| | 6/11/2017 | | 6/11/2017 |
One American Center | | 6.0 |
| | 120,000 |
| | 7,500 |
| | 6/11/2017 | | 6/11/2017 |
San Jacinto Center | | 6.0 |
| | 101,000 |
| | 6,313 |
| | 6/11/2017 | | 6/11/2017 |
San Felipe Plaza | | 4.8 |
| | 110,000 |
| | 27,500 |
| | 12/1/2018 | | 12/1/2018 |
CityWestPlace (Buildings III & IV) | | 5.0 |
| | 95,000 |
| | 23,750 |
| | 3/5/2020 | | 3/5/2020 |
City National Plaza - senior mortgage loan | | 5.9 |
| | 350,000 |
| | 27,781 |
| | 7/1/2020 | | 7/1/2020 |
2121 Market Street (8) | | 6.1 |
| | 17,620 |
| | 8,810 |
| | 8/1/2033 | | 8/1/2033 |
Subtotal - 2015 and thereafter maturities | 1,520,326 |
| | 303,093 |
| | | | |
Total | $ | 1,922,886 |
| | $ | 478,147 |
| | | | |
Weighted average interest rate at June 30, 2012 | | 6.0 | % | | | | | | | | |
Footnotes on following page
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) | Subsequent to June 30, 2012, a payment of 19.3 million, of which our share was $1.5 million, was made to a former unaffiliated partner in the City National Plaza partnership to reduce the outstanding promissory note to $0.5 million. The former partner elected to defer payment of $0.5 million to January 2016. |
| |
(2) | On July 25, 2012, we completed the sale of Research Park Plaza in Austin, Texas, an Austin joint venture property. The joint venture received proceeds from this transaction of $14.8 million, after closing costs and repayment of the mortgage debt, of which TPG's share is $0.9 million. TPG also received a disposition fee of $0.4 million. The mortgage debt was scheduled to mature on September 7, 2012. |
| |
(3) | On July 17, 2012, we completed the sale of Stonebridge Plaza II in Austin, Texas, an Austin joint venture property. The joint venture received proceeds from this transaction of $2.9 million, after closing costs and repayment of mortgage debt, of which TPG's share is $0.2 million. TPG also received a disposition fee of $0.2 million. The mortgage debt was scheduled to mature on September 7, 2012. |
| |
(4) | The Austin Portfolio bank term loan has two components, Tranche A and Tranche B. Tranche A, which is not reflected on the preceding debt summary table, was funded by us and our partners in an aggregate amount of $60.0 million, which together with accrued interest has a balance of $80.1 million as of June 30, 2012, and is senior in priority to Tranche B. Our share of Tranche A including accrued interest is $5.0 million, and is accounted for as equity. Subsequent to June 30, 2012, approximately $15.7 million of the net proceeds generated by the sales of Research Park Plaza and Stonebridge Plaza II (see notes 2 and 3 above) were used to pay down the Tranche A balance. Tranche B has a balance of $134.8 million as of June 30, 2012, of which $125.8 million bears interest at 8.0% and $9.0 million bears interest at 22.0%. In April 2012, the lender advanced $9.0 million under Tranche B to fund certain capital obligations of the partnership. The interest on this advance is paid current. An affiliate of Lehman Brothers, a partner in the Austin joint venture, is the lender under Tranche B. |
| |
(5) | The loan bears interest at the one-month LIBOR plus 3.75% and matures on December 15, 2013. On each June 30th and December 31st through and including June 30, 2013, the loan is subject to a maximum balance. On June 30, 2012, a rebalancing payment was not required. At the next amortization date, December 31, 2012, the maximum allowable outstanding principal amount is $8.6 million. TPG gave the lender a limited guaranty which (i) guarantees repayment of the loan in the event of certain bankruptcy events affecting the borrower, (ii) guarantees payment of the lender's damages from customary “bad boy” actions of the borrower or TPG (such as fraud, physical waste of the property, misappropriation of funds and similar bad acts); and (iii) guarantees payment of the amount, if any, by which the loan balance at the time exceeds 80% of the bulk sale value of the collateral upon an acceleration of the loan triggered by a borrower default. |
| |
(6) | We and the lender have agreed to terms to extend and modify the mortgage loan. While documentation of this extension and modification is in process, the lender has agreed to waive the maturity default associated with the loan through August 30, 2012. As of June 30, 2012, $6.4 million is available to be drawn to fund tenant improvement costs and certain other project costs related to two office buildings. We have guaranteed completion of the tenant improvements and 46.5% of the balance of the outstanding principal balance and interest payable on the loan, which results in a maximum guarantee amount of $11.3 million as of June 30, 2012. Upon the occurrence of certain events, our maximum liability as guarantor will be reduced to 31.5% of all sums payable under this loan, and upon the occurrence of further events, our maximum liability as guarantor will be reduced to 25% of all sums payable under the loan. We have agreed to certain financial covenants on this loan as the guarantor, which we were in compliance with as of June 30, 2012. We have also provided additional collateral of approximately 62.4 acres of fully entitled unimproved land which is immediately adjacent to the office buildings. |
| |
(7) | The loan has two one-year extension options remaining, subject to our compliance with certain covenants, with a final maturity date of October 31, 2014 if all extension options are exercised. A payment of up to $2.5 million is due at the time of each extension in order that the loan balance not exceed $12.0 million and $9.5 million at October 31, 2012 and October 31, 2013, respectively. We have guaranteed this loan. |
| |
(8) | The loan is guaranteed by our operating partnership and our co-general partner in the partnership that owns 2121 Market Street, up to a maximum amount of $3.3 million. |
Thomas Properties Group, Inc.
Supplemental Financial Information
CAPITAL STRUCTURE
(in thousands, except share data)
The following is the capital structure of TPGI as of June 30, 2012:
|
| | | | | | | |
Debt | | | | Aggregate Principal |
Mortgage and other secured loans | $ | 287,250 |
|
Company share of unconsolidated debt | 190,883 |
|
Total combined debt | $ | 478,133 |
|
| | | | |
Equity | | Shares/Units Outstanding | | Market Value (1) |
Common stock | 45,990,647 |
| | $ | 250,189 |
|
Operating partnership units (2) | 12,673,265 |
| | 68,943 |
|
Total common equity | 58,663,912 |
| | $ | 319,132 |
|
Total consolidated market capitalization | $ | 606,382 |
|
Total combined market capitalization (3) | $ | 797,265 |
|
| | | | |
| |
(1) | Based on the closing price of $5.44 per share of TPGI common stock on June 30, 2012. |
| |
(2) | Includes operating partnership units and both vested and unvested incentive units as of June 30, 2012. |
| |
(3) | Includes TPGI's share of debt of unconsolidated real estate entities. |
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 43078 | | |
515 South Flower Street | | Providence, RI 02940-3078 | | |
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 | | Co-Chief Operating Officer and Director |
Paul S. Rutter | | 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 |