Exhibit 99.1
Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended September 30, 2013
Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended September 30, 2013
TABLE OF CONTENTS
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Corporate | |
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Supplemental Financial Information | |
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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.
Additional Information about the Proposed Merger Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, TPG and Parkway have filed a preliminary joint proxy statement/prospectus with the SEC as part of Parkway’s registration statement on Form S-4. These materials are not yet final and may be amended. INVESTORS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors may obtain free copies of the registration statement, the preliminary joint proxy statement/prospectus, the definitive joint proxy statement/prospectus and other relevant documents filed by TPG and Parkway with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by TPG with the SEC are available free of charge on TPG’s website at www.tpgre.com, and copies of the documents filed by Parkway with the SEC are also available free of charge on Parkway’s website at www.PKY.com.
TPG, Parkway and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from TPG’s and Parkway’s stockholders in respect of the proposed transaction. Information regarding TPG’s directors and executive officers can be found in TPG’s definitive proxy statement filed with the SEC on April 30, 2013. Information regarding Parkway’s directors and executive officers can be found in Parkway’s definitive proxy statement filed with the SEC on April 4, 2013. Additional information regarding the interests of such potential participants is included in the preliminary joint proxy statement/prospectus and will be included in the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction if and when they become available. These documents are available free of charge on the SEC’s website and from TPG or Parkway, as applicable, using the sources indicated above.
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 Property Portfolio
Our properties are located in Southern California and Sacramento, California; Philadelphia, Pennsylvania; Houston, Texas; and Austin, Texas. As of September 30, 2013, we owned interests in and asset managed 10 operating properties with 7.0 million rentable square feet and provided leasing, asset and/or property management services on behalf of a third party for an additional three operating properties with 1.9 million rentable square feet.
TPG/CalSTRS Austin Joint Venture
TPG/CalSTRS Austin, LLC is a joint venture between TPG Austin Partner, LLC and the California State Teachers' Retirement System (“CalSTRS”), in which each partner owns 50.0%. TPG Austin Partner, LLC, the managing member, is a joint venture between our operating partnership, Thomas Properties Group, L.P. (“TPG”), and Madison International Realty (“Madison”), which have ownership interests of 66.7% and 33.3%, respectively. As of September 30, 2013, TPG/CalSTRS Austin, LLC owns five properties in Austin, Texas. TPG's effective ownership interest in the Austin properties is 33.3%. As of September 30, 2013, TPG/CalSTRS Austin, LLC has total capital commitments of $250.0 million, of which $10.4 million, $6.9 million and $3.5 million is unfunded by CalSTRS, TPG and Madison, respectively.
Recent Events
Parkway Properties, Inc. Merger
On September 4, 2013, TPGI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parkway Properties, Inc., (“Parkway”). Under the terms of the Merger Agreement, TPGI will merge with and into Parkway, with Parkway surviving the merger, and our Operating Partnership will merge with a wholly owned subsidiary of Parkway. Each outstanding share of common stock of TPGI will be canceled and converted into the right to receive 0.3822 shares (the “Exchange Ratio”) of common stock of Parkway, and each outstanding share of limited voting stock of TPGI will be canceled and converted into the right to receive limited voting stock of Parkway at the Exchange Ratio. Pursuant to the Merger Agreement, each outstanding limited partnership unit of TPGI's Operating Partnership will be converted into the right to receive common limited partnership units of Parkway Properties LP at the Exchange Ratio.
Special Meeting
TPGI will hold a Special Meeting of its Stockholders (the “Special Meeting”) on December 17, 2013. The record date for determination of stockholders entitled to vote at the Special Meeting has been set as the close of business on November 11, 2013. At the Special Meeting, TPGI’s stockholders will vote on the a proposal to approve the merger with Parkway and other proposals as described in the preliminary joint proxy statement/prospectus of TPGI and Parkway filed by Parkway with the Securities and Exchange Commission. Completion of the transaction is subject to the approval of shareholders of both companies and satisfaction of customary closing conditions.
Property Sale
On September 27, 2013, three properties in Northern Virginia (Fair Oaks Plaza and Reflections I and II), owned by TPG/CalSTRS, LLC (“TPG/CalSTRS”), a joint venture with CalSTRS, and subject to special servicer oversight as a result of mortgage loan defaults, were sold to an entity owned by three of TPG's executives (John Sischo, Randall Scott and Thomas Ricci), two of which are directors. TPG has no continuing involvement, commitments or obligations with respect to such properties. TPG/CalSTRS recognized a non-cash gain of approximately $14.3 million, of which TPG's share was approximately $2.2 million.
Thomas Properties Group, Inc.
Supplemental Financial Information
COMPANY BACKGROUND - CONTINUED
TPG/CalSTRS Liquidation
On September 30, 2013, pursuant to the Redemption and Liquidation Option Agreement ("Option Agreement"), TPG/CalSTRS was liquidated. Under the Option Agreement (a) TPG made a capital contribution to TPG/CalSTRS of approximately $166.3 million, (the "Contribution Amount"), (b) TPG/CalSTRS made a distribution to CalSTRS of all of the interests in the entities that owned City National Plaza, plus cash equal to the Contribution Amount, and (c) TPG/CalSTRS made a distribution to TPG of all of the interests in the entities that own San Felipe Plaza and CityWestPlace, which are now wholly-owned by TPG. TPG recognized a gain on the liquidation of the joint venture of approximately $118.2 million due to the transfer of our interest in City National Plaza to CalSTRS resulting in a gain of $62.7 million, and a remeasurement of our historical 25% interest in CityWestPlace and San Felipe Plaza upon the acquisition of the other 75% interest from CalSTRS, resulting in a gain of $55.5 million.
Parkway Loan
In connection with the execution of the Merger Agreement, TPG entered into an $80.0 million loan agreement with Parkway to fund a portion of TPG's obligations with respect to the TPG/CalSTRS liquidation. The loan with Parkway was funded on September 27, 2013, and bears interest at a rate of 6% per annum for the first six months, 8% per annum for the following six months, and 12% per annum thereafter, with interest payable monthly in arrears. If the merger with Parkway is not consummated, the loan will mature on January 15, 2015.
Litigation Relating to the Merger Transaction with Parkway
On October 24, 2013, a purported stockholder of TPGI filed a lawsuit entitled Osieczanek v. Thomas Properties Group, Inc., et. al. against TPGI and its directors, Parkway, and PKY Masters, LP in the Chancery Court of the State of Delaware. This action was brought as a putative class action, alleging that TPGI’s directors breached certain alleged duties to TPGI’s stockholders by failing to provide TPGI’s stockholders with material information in connection with the mergers and that Parkway aided and abetted those breaches. The lawsuit seeks various forms of relief, including that the court enjoin the merger and rescind the merger agreement. TPGI and its directors believe that this action is without merit.
Significant Leasing Activity
Subsequent to September 30, 2013, we entered into a long-term lease for 581,000 square feet with Statoil Gulf Services L.L.C., the U.S. upstream wholly-owned subsidiary of Norwegian energy company, Statoil ASA (Aa2/AA-), as their North American headquarters at CityWestPlace. Beginning with initial occupancy in mid-2015, Statoil will over time occupy the entirety of CityWestPlace Building 2, comprising 431,000 square feet, as well as extend their existing lease for 150,000 square feet in CityWestPlace Building 4. Statoil is significantly growing its presence at CityWestPlace from its current occupancy of 225,000 square feet.
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 non- GAAP financial measures. We believe the non-GAAP financial measures provide supplemental information helpful to an understanding of our results of operations and financial condition. Along with net income, we use After Tax Cash Flow (“ATCF”), to report operating results. ATCF is a non-GAAP financial measure and may not be directly comparable to similarly-titled measures reported by other companies. Although this financial measure is not presented in accordance with GAAP, we believe this measure assists 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 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 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. See pages 6 - 9 for a discussion of ATCF and a reconciliation of ATCF to net income (loss).
Thomas Properties Group, Inc. Supplemental Financial Information CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data, unaudited) |
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| Three months ended | | Nine months ended |
| September 30, | | September 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
Revenues: | | | | | | | |
Rental | $ | 8,165 |
| | $ | 7,813 |
| | $ | 23,464 |
| | $ | 23,343 |
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Tenant reimbursements | 5,423 |
| | 5,344 |
| | 16,392 |
| | 15,746 |
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Parking and other | 769 |
| | 786 |
| | 2,977 |
| | 2,271 |
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Investment advisory, management, leasing and development services | 998 |
| | 1,005 |
| | 2,526 |
| | 2,669 |
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Investment advisory, management, leasing and development services- unconsolidated real estate entities | 4,114 |
| | 3,588 |
| | 10,396 |
| | 11,909 |
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Reimbursement of property personnel costs | 846 |
| | 1,273 |
| | 2,879 |
| | 4,140 |
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Condominium sales | 3,630 |
| | 2,302 |
| | 11,423 |
| | 4,266 |
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Total revenues | 23,945 |
| | 22,111 |
| | 70,057 |
| | 64,344 |
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Expenses: | | | | | | | |
Property operating and maintenance | 6,421 |
| | 6,183 |
| | 19,544 |
| | 18,198 |
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Real estate and other taxes | 2,003 |
| | 1,742 |
| | 5,940 |
| | 5,627 |
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Investment advisory, management, leasing and development services | 2,968 |
| | 2,634 |
| | 7,176 |
| | 8,628 |
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Reimbursable property personnel costs | 846 |
| | 1,273 |
| | 2,879 |
| | 4,140 |
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Cost of condominium sales | 2,985 |
| | 1,858 |
| | 9,396 |
| | 3,251 |
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Interest | 3,350 |
| | 4,205 |
| | 10,594 |
| | 12,659 |
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Depreciation and amortization | 3,738 |
| | 4,120 |
| | 11,850 |
| | 11,782 |
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General and administrative | 7,603 |
| | 3,893 |
| | 20,083 |
| | 13,024 |
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Impairment loss | — |
| | — |
| | 753 |
| | — |
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Total expenses | 29,914 |
| | 25,908 |
| | 88,215 |
| | 77,309 |
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Interest income | 66 |
| | 39 |
| | 180 |
| | 52 |
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Equity in net income (loss) of unconsolidated real estate entities | (1,846 | ) | | (1,797 | ) | | (8,167 | ) | | (2,613 | ) |
Gain (loss) on sale of real estate | (7 | ) | | — |
| | (566 | ) | | — |
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Gain on liquidation of joint venture | 118,201 |
| | — |
| | 118,201 |
| | — |
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Income (loss) before income taxes and noncontrolling interests | 110,445 |
| | (5,555 | ) | | 91,490 |
| | (15,526 | ) |
Benefit (provision) for income taxes | (7,987 | ) | | 442 |
| | (8,027 | ) | | 368 |
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Net income (loss) | 102,458 |
| | (5,113 | ) | | 83,463 |
| | (15,158 | ) |
Noncontrolling interests' share of net (income) loss: | | | | | | | |
Unitholders in the Operating Partnership | (22,532 | ) | | 1,226 |
| | (18,821 | ) | | 3,817 |
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Partners in consolidated real estate entities | 355 |
| | (198 | ) | | 1,119 |
| | (668 | ) |
| (22,177 | ) | | 1,028 |
| | (17,702 | ) | | 3,149 |
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TPGI's share of net income (loss) | $ | 80,281 |
| | $ | (4,085 | ) | | $ | 65,761 |
| | $ | (12,009 | ) |
Income (loss) per share - basic | $ | 1.71 |
| | $ | (0.09 | ) | | $ | 1.40 |
| | $ | (0.30 | ) |
Income (loss) per share - diluted | 1.71 |
| | (0.09 | ) | | 1.40 |
| | (0.30 | ) |
Weighted average common shares-basic | 46,610,859 |
| | 45,517,207 |
| | 46,484,165 |
| | 40,301,224 |
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Weighted average common shares-diluted | 46,884,429 |
| | 45,517,207 |
| | 46,752,071 |
| | 40,301,224 |
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Thomas Properties Group, Inc. Supplemental Financial Information CONSOLIDATED BALANCE SHEETS (in thousands) |
| | | | | | | | | | | | | | | | |
| September 30, 2013 | | December 31, 2012 | | | September 30, 2013 | | December 31, 2012 |
| (unaudited) | | (audited) | | | (unaudited) | | (audited) |
ASSETS | | | | | LIABILITIES AND EQUITY | | | |
Investments in real estate: | | | | | Liabilities: | | | |
Operating properties, net | $ | 826,688 |
| | $ | 267,798 |
| | Mortgage loans including loan premiums | $ | 595,538 |
| | $ | 259,995 |
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Land improvements—development properties, net | 15,431 |
| | 6,403 |
| | Unsecured loan | 80,000 |
| | — |
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Investments in real estate, net | 842,119 |
| | 274,201 |
| | Accounts payable and other liabilities, net | 71,329 |
| | 20,195 |
|
| | | | | Unrecognized tax benefits | 8,027 |
| | 8,027 |
|
Condominium units held for sale | 29,388 |
| | 37,891 |
| | Losses and distributions in excess of investments in unconsolidated real estate entities | 276 |
| | 10,084 |
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Investments in unconsolidated real estate entities | 66,308 |
| | 106,210 |
| | Prepaid rent | 7,118 |
| | 1,784 |
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Cash and cash equivalents, unrestricted | 62,274 |
| | 76,837 |
| | Deferred revenue | 10,950 |
| | 10,566 |
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Restricted cash | 8,794 |
| | 11,463 |
| | Below market rents, net | 99 |
| | 124 |
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Marketable securities | 9,160 |
| | — |
| | Mortgage loans associated with land held for sale | — |
| | 21,380 |
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Rents and other receivables, net | 1,858 |
| | 1,825 |
| | Total liabilities | 773,337 |
| | 332,155 |
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Receivables from unconsolidated real estate entities | 1,373 |
| | 2,347 |
| | Equity: | | | |
Deferred rents | 22,013 |
| | 18,994 |
| | Stockholders’ equity: | | | |
Deferred leasing and loan costs, net | 60,211 |
| | 10,716 |
| | Common stock | 470 |
| | 461 |
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Above market rents, net | 50 |
| | 191 |
| | Limited voting stock | 116 |
| | 123 |
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Deferred tax asset, net of valuation allowance | 21,074 |
| | 8,027 |
| | Additional paid-in capital | 261,893 |
| | 258,780 |
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Other assets, net | 4,644 |
| | 2,004 |
| | Retained deficit and dividends | (20,798 | ) | | (83,635 | ) |
Assets associated with land held for sale | — |
| | 60,286 |
| | Total stockholders’ equity | 241,681 |
| | 175,729 |
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Total assets | $ | 1,129,266 |
| | $ | 610,992 |
| | Noncontrolling interests: |
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| | | | | Unitholders in the Operating Partnership | 60,096 |
| | 44,154 |
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| | | | | Partners in consolidated real estate entities | 54,152 |
| | 58,954 |
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| | | | | Total noncontrolling interests | 114,248 |
| | 103,108 |
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| | | | | Total equity | 355,929 |
| | 278,837 |
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| | | | | Total liabilities and equity | $ | 1,129,266 |
| | $ | 610,992 |
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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; viii) impairment loss; ix) gain on liquidation of joint venture; and x) gain (loss) on sale of real estate. 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 substitute for cash flow from operating activities (computed in accordance with GAAP).
Reconciliation of Net Income (Loss) to ATCF:
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| For the three months ended September 30, 2013 |
| | | Plus Unconsolidated Investments at TPGI's Share | | Less Non-Controlling Interests Share | | |
| Consolidated | | Continuing Operations | | Discontinued Operations | | Continuing Operations | | Discontinued Operations | | TPGI's Share |
Net income (loss) | $ | 80,281 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 80,281 |
|
Income tax (benefit) provision | 7,987 |
| | — |
| | — |
| | — |
| | — |
| | 7,987 |
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Noncontrolling interests - unitholders in the Operating Partnership | 22,532 |
| | — |
| | — |
| | — |
| | — |
| | 22,532 |
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Depreciation and amortization | 3,738 |
| | 5,223 |
| | 1,822 |
| | (1,754 | ) | | — |
| | 9,029 |
|
Amortization of loan costs | 143 |
| | (84 | ) | | 28 |
| | 28 |
| | — |
| | 115 |
|
Non-cash compensation expense | 558 |
| | — |
| | — |
| | — |
| | — |
| | 558 |
|
Straight-line rent adjustments | (1,078 | ) | | (531 | ) | | 133 |
| | 177 |
| | — |
| | (1,299 | ) |
Adjustments to reflect the fair market value of rent | 33 |
| | (819 | ) | | (65 | ) | | 273 |
| | — |
| | (578 | ) |
Gain on liquidation of joint venture | (118,201 | ) | | — |
| | — |
| | — |
| | — |
| | (118,201 | ) |
Loss (gain) on sale of real estate | 8 |
| | — |
| | (2,192 | ) | | — |
| | — |
| | (2,184 | ) |
ATCF before income taxes | $ | (3,999 | ) | | $ | 3,789 |
| | $ | (274 | ) | | $ | (1,276 | ) | | $ | — |
| | $ | (1,760 | ) |
| | | | | | | | | | | |
TPGI's share of ATCF before income taxes (1) | $ | (3,192 | ) | | $ | 3,025 |
| | $ | (219 | ) | | $ | (1,019 | ) | | $ | — |
| | $ | (1,405 | ) |
TPGI's income tax benefit (expense) - current | (23 | ) | | — |
| | — |
| | — |
| | — |
| | (23 | ) |
TPGI's share of ATCF | $ | (3,215 | ) | | $ | 3,025 |
| | $ | (219 | ) | | $ | (1,019 | ) | | $ | — |
| | $ | (1,428 | ) |
| | | | | | | | | | | |
ATCF per share - basic | | $ | (0.03 | ) |
ATCF per share - diluted | | $ | (0.03 | ) |
Dividends paid per share | | $ | 0.02 |
|
Weighted average common shares outstanding - basic | | 46,610,859 |
|
Weighted average common shares outstanding - diluted | | 46,884,429 |
|
(1) Based on an interest in our operating partnership of 79.83% for the three months ended September 30, 2013.
Thomas Properties Group, Inc.
Supplemental Financial Information
AFTER TAX CASH FLOW (ATCF) (NON-GAAP)
(in thousands, except share and per share data)
(unaudited)
Reconciliation of Net Income (Loss) to ATCF:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended September 30, 2012 |
| | | Plus Unconsolidated Investments at TPGI's Share | | Less Non-Controlling Interests Share | | |
| Consolidated | | Continuing Operations | | Discontinued Operations | | Continuing Operations | | Discontinued Operations | | TPGI's Share |
Net income (loss) | $ | (4,085 | ) | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | (4,085 | ) |
Income tax (benefit) provision | (442 | ) | | — |
| | — |
| | — |
| | — |
| | (442 | ) |
Noncontrolling interests - unitholders in the Operating Partnership | (1,226 | ) | | — |
| | — |
| | — |
| | — |
| | (1,226 | ) |
Depreciation and amortization | 4,120 |
| | 1,103 |
| | 1,914 |
| | (201 | ) | | (23 | ) | | 6,913 |
|
Amortization of loan costs | 120 |
| | 8 |
| | 54 |
| | — |
| | — |
| | 182 |
|
Non-cash compensation expense | 324 |
| | — |
| | — |
| | — |
| | — |
| | 324 |
|
Straight-line rent adjustments | 59 |
| | (141 | ) | | 30 |
| | 31 |
| | 3 |
| | (18 | ) |
Adjustments to reflect the fair market value of rent | 12 |
| | (100 | ) | | (77 | ) | | — |
| | — |
| | (165 | ) |
ATCF before income taxes | $ | (1,118 | ) | | $ | 870 |
| | $ | 1,921 |
| | $ | (170 | ) | | $ | (20 | ) | | $ | 1,483 |
|
| | | | | | | | | | | |
TPGI's share of ATCF before income taxes (1) | $ | (878 | ) | | $ | 683 |
| | $ | 1,509 |
| | $ | (135 | ) | | $ | (15 | ) | | $ | 1,164 |
|
TPGI's income tax benefit (expense) - current | 144 |
| | — |
| | — |
| | — |
| | — |
| | 144 |
|
TPGI's share of ATCF | $ | (734 | ) | | $ | 683 |
| | $ | 1,509 |
| | $ | (135 | ) | | $ | (15 | ) | | $ | 1,308 |
|
| | | | | | | | | | | |
ATCF per share - basic | | $ | 0.03 |
|
ATCF per share - diluted | | $ | 0.03 |
|
Dividends paid per share | | $ | 0.015 |
|
Weighted average common shares outstanding - basic | | 45,517,207 |
|
Weighted average common shares outstanding - diluted | | 45,902,063 |
|
(1) Based on an interest in our operating partnership of 78.56% for the three months ended September 30, 2012.
Thomas Properties Group, Inc.
Supplemental Financial Information
AFTER TAX CASH FLOW (ATCF) (NON-GAAP)
(in thousands, except share and per share data)
(unaudited)
Reconciliation of Net Income (Loss) to ATCF: |
| | | | | | | | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2013 |
| | | Plus Unconsolidated Investments at TPGI's Share | | Less Non-Controlling Interests Share | | |
| Consolidated | | Continuing Operations | | Discontinued Operations | | Continuing Operations | | Discontinued Operations | | TPGI's Share |
Net income (loss) | $ | 65,761 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | 65,761 |
|
Income tax (benefit) provision | 8,027 |
| | — |
| | — |
| | — |
| | — |
| | 8,027 |
|
Noncontrolling interests - unitholders in the Operating Partnership | 18,821 |
| | — |
| | — |
| | — |
| | — |
| | 18,821 |
|
Depreciation and amortization | 11,850 |
| | 16,442 |
| | 5,560 |
| | (5,582 | ) | | (86 | ) | | 28,184 |
|
Amortization of loan costs | 416 |
| | (251 | ) | | 85 |
| | 84 |
| | — |
| | 334 |
|
Non-cash compensation expense | 1,815 |
| | — |
| | — |
| | — |
| | — |
| | 1,815 |
|
Straight-line rent adjustments | (1,110 | ) | | (2,012 | ) | | 221 |
| | 671 |
| | 10 |
| | (2,220 | ) |
Adjustments to reflect the fair market value of rent | 115 |
| | (2,548 | ) | | (188 | ) | | 849 |
| | (4 | ) | | (1,776 | ) |
Impairment loss | 753 |
| | — |
| | — |
| | — |
| | — |
| | 753 |
|
Gain on liquidation of joint venture | (118,201 | ) | | — |
| | — |
| | — |
| | — |
| | (118,201 | ) |
Loss (gain) on sale of real estate | 566 |
| | — |
| | (2,192 | ) | | — |
| | — |
| | (1,626 | ) |
ATCF before income taxes | $ | (11,187 | ) | | $ | 11,631 |
| | $ | 3,486 |
| | $ | (3,978 | ) | | $ | (80 | ) | | $ | (128 | ) |
| | | | | | | | | | | |
TPGI's share of ATCF before income taxes (1) | $ | (8,914 | ) | | $ | 9,268 |
| | $ | 2,778 |
| | $ | (3,170 | ) | | $ | (64 | ) | | $ | (102 | ) |
TPGI's income tax benefit (expense) - current | (63 | ) | | — |
| | — |
| | — |
| | — |
| | (63 | ) |
TPGI's share of ATCF | $ | (8,977 | ) | | $ | 9,268 |
| | $ | 2,778 |
| | $ | (3,170 | ) | | $ | (64 | ) | | $ | (165 | ) |
ATCF per share - basic | | $ | — |
|
ATCF per share - diluted | | $ | — |
|
Dividends paid per share | | $ | 0.06 |
|
Weighted average common shares outstanding - basic | | 46,484,165 |
|
Weighted average common shares outstanding - diluted | | 46,752,071 |
|
(1) Based on an interest in our operating partnership of 79.68% for the nine months ended September 30, 2013.
Thomas Properties Group, Inc.
Supplemental Financial Information
AFTER TAX CASH FLOW (ATCF) (NON-GAAP)
(in thousands, except share and per share data)
(unaudited)
Reconciliation of Net Income (Loss) to ATCF:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| For the nine months ended September 30, 2012 |
| | | Plus Unconsolidated Investments at TPGI's Share | | Less Non-Controlling Interests Share | | |
| Consolidated | | Continuing Operations | | Discontinued Operations | | Continuing Operations | | Discontinued Operations | | TPGI's Share |
Net income (loss) | $ | (12,009 | ) | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | (12,009 | ) |
Income tax (benefit) provision | (368 | ) | | — |
| | — |
| | — |
| | — |
| | (368 | ) |
Noncontrolling interests - unitholders in the Operating Partnership | (3,817 | ) | | — |
| | — |
| | — |
| | — |
| | (3,817 | ) |
Depreciation and amortization | 11,782 |
| | 2,306 |
| | 5,687 |
| | (201 | ) | | (23 | ) | | 19,551 |
|
Amortization of loan costs | 440 |
| | 34 |
| | 195 |
| | — |
| | — |
| | 669 |
|
Non-cash compensation expense | 1,235 |
| | — |
| | — |
| | — |
| | — |
| | 1,235 |
|
Straight-line rent adjustments | (296 | ) | | (197 | ) | | 59 |
| | 31 |
| | 3 |
| | (400 | ) |
Adjustments to reflect the fair market value of rent | 31 |
| | (379 | ) | | (241 | ) | | — |
| | — |
| | (589 | ) |
ATCF before income taxes | $ | (3,002 | ) | | $ | 1,764 |
| | $ | 5,700 |
| | $ | (170 | ) | | $ | (20 | ) | | $ | 4,272 |
|
| | | | | | | | | | | |
TPGI's share of ATCF before income taxes (1) | $ | (2,294 | ) | | $ | 1,348 |
| | $ | 4,356 |
| | $ | (130 | ) | | $ | (15 | ) | | $ | 3,265 |
|
TPGI's income tax benefit (expense) - current | 108 |
| | — |
| | — |
| | — |
| | — |
| | 108 |
|
TPGI's share of ATCF | $ | (2,186 | ) | | $ | 1,348 |
| | $ | 4,356 |
| | $ | (130 | ) | | $ | (15 | ) | | $ | 3,373 |
|
| | | | | | | | | | | |
ATCF per share - basic | | $ | 0.08 |
|
ATCF per share - diluted | | $ | 0.08 |
|
Dividends paid per share | | $ | 0.045 |
|
Weighted average common shares outstanding - basic | | 40,301,224 |
|
Weighted average common shares outstanding - diluted | | 40,668,418 |
|
(1) Based on an interest in our operating partnership of 76.43% for the nine months ended September 30, 2012.
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | | | | | |
Three months ended September 30, 2013 | Property Management Fees | | Development Services Fees | | Leasing Fees | | Investment Advisory Fees | | Total Fees |
Source of revenues: | | | | | | | | | |
Consolidated real estate entities | $ | 464 |
| | $ | 49 |
| | $ | 500 |
| | $ | 61 |
| | $ | 1,074 |
|
Unconsolidated real estate entities | 2,095 |
| | 238 |
| | 793 |
| | 2,233 |
| | 5,359 |
|
Unaffiliated real estate entities | 358 |
| | 118 |
| | 381 |
| | 141 |
| | 998 |
|
Total investment advisory, management, leasing and development services revenue | $ | 2,917 |
| | $ | 405 |
| | $ | 1,674 |
| | $ | 2,435 |
| | 7,431 |
|
Investment advisory, management, leasing and development services expenses | | (2,968 | ) |
Net investment advisory, management, leasing and development services income | | $ | 4,463 |
|
| | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | $ | 7,431 |
|
Elimination of intercompany fee revenues | | (2,319 | ) |
Investment advisory, management, leasing and development services revenue, as reported | | $ | 5,112 |
|
| | | | | | | | | |
Three months ended September 30, 2012 | | | | | | | | | |
Source of revenues: | | | | | | | | | |
Consolidated real estate entities | $ | 440 |
| | $ | 129 |
| | $ | 240 |
| | $ | 67 |
| | $ | 876 |
|
Unconsolidated real estate entities | 2,103 |
| | 98 |
| | 845 |
| | 1,262 |
| | 4,308 |
|
Unaffiliated real estate entities | 501 |
| | 115 |
| | 298 |
| | 90 |
| | 1,004 |
|
Total investment advisory, management, leasing and development services revenue | $ | 3,044 |
| | $ | 342 |
| | $ | 1,383 |
| | $ | 1,419 |
| | 6,188 |
|
Investment advisory, management, leasing and development services expenses | | (2,634 | ) |
Net investment advisory, management, leasing and development services income | | $ | 3,554 |
|
| | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | $ | 6,188 |
|
Elimination of intercompany fee revenues | | (1,595 | ) |
Investment advisory, management, leasing and development services revenue, as reported | | $ | 4,593 |
|
Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)
|
| | | | | | | | | | | | | | | | | | | |
Nine months ended September 30, 2013 | Property Management Fees | | Development Services Fees | | Leasing Fees | | Investment Advisory Fees | | Total Fees |
Source of revenues: | | | | | | | | | |
Consolidated real estate entities | $ | 1,369 |
| | $ | 231 |
| | $ | 1,556 |
| | $ | 195 |
| | $ | 3,351 |
|
Unconsolidated real estate entities | 5,967 |
| | 574 |
| | 2,894 |
| | 4,759 |
| | 14,194 |
|
Unaffiliated real estate entities | 1,254 |
| | 325 |
| | 638 |
| | 309 |
| | 2,526 |
|
Total investment advisory, management, leasing and development services revenue | $ | 8,590 |
| | $ | 1,130 |
| | $ | 5,088 |
| | $ | 5,263 |
| | 20,071 |
|
Investment advisory, management, leasing and development services expenses | | (7,176 | ) |
Net investment advisory, management, leasing and development services income | | $ | 12,895 |
|
| | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | $ | 20,071 |
|
Elimination of intercompany fee revenues | | (7,149 | ) |
Investment advisory, management, leasing and development services revenue, as reported | | $ | 12,922 |
|
| | | | | | | | | |
Nine months ended September 30, 2012 | | | | | | | | | |
Source of revenues: | | | | | | | | | |
Consolidated real estate entities | $ | 1,314 |
| | $ | 301 |
| | $ | 435 |
| | $ | 201 |
| | $ | 2,251 |
|
Unconsolidated real estate entities | 6,308 |
| | 564 |
| | 3,335 |
| | 3,555 |
| | 13,762 |
|
Unaffiliated real estate entities | 1,456 |
| | 255 |
| | 708 |
| | 250 |
| | 2,669 |
|
Total investment advisory, management, leasing and development services revenue | $ | 9,078 |
| | $ | 1,120 |
| | $ | 4,478 |
| | $ | 4,006 |
| | 18,682 |
|
Investment advisory, management, leasing and development services expenses | | (8,628 | ) |
Net investment advisory, management, leasing and development services income | | $ | 10,054 |
|
| | | | | | | | | |
Reconciliation to GAAP presentation: | | | | | | | | | |
Total investment advisory, management, leasing and development services revenue | | $ | 18,682 |
|
Elimination of intercompany fee revenues | | (4,104 | ) |
Investment advisory, management, leasing and development services revenue, as reported | | $ | 14,578 |
|
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA
Our Operating Properties |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of September 30, 2013 | | TPGI's Share (1) (in thousands except square footage) | |
| Location | | Rentable Square Feet (2) | | Percent Leased | | TPGI's Percentage Interest | | Rentable Square Feet | | Trailing Twelve Months Ended September 30, 2013 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 September 30, 2013 | |
Consolidated Operating Properties: | | | | | | | | | | | | | | | | | | | | | | | |
One Commerce Square (7) | Philadelphia, PA | | 942,866 |
| | 82.8 | % | | 75.0 | % | | 707,150 |
| | $ | 12,450 |
| | $ | 12,254 |
| | $ | 14,324 |
| | $ | (1,063 | ) | | $ | (6,326 | ) | | $ | — |
| | $ | 143,282 |
| |
Two Commerce Square (7) | Philadelphia, PA | | 953,276 |
| | 88.1 |
| | 75.0 |
| | 714,957 |
| | 14,066 |
| | 13,396 |
| | 14,584 |
| | (3,431 | ) | | (3,630 | ) | | — |
| | 123,403 |
| |
Four Points Centre | Austin, TX | | 192,062 |
| | 100.0 |
| | 100.0 |
| | 192,062 |
| | 1,075 |
| | 3,123 |
| | 2,967 |
| | (1,026 | ) | | — |
| | (554 | ) | | 23,441 |
| (8) |
San Felipe Plaza | Houston, TX | | 980,472 |
| | 88.9 |
| | 100.0 |
| | 980,472 |
| | 12,998 |
| | 15,026 |
| | 15,340 |
| | (2 | ) | | (718 | ) | | (10,149 | ) | | 110,000 |
| |
CityWestPlace | Houston, TX | | 1,473,020 |
| | 97.6 |
| | 100.0 |
| | 1,473,020 |
| | 23,906 |
| | 25,486 |
| | 24,810 |
| | (764 | ) | | — |
| | 6,236 |
| | 211,766 |
| |
Subtotal Consolidated Operating Properties | | 4,541,696 |
| | 90.7 |
| | | | 4,067,661 |
| | 64,495 |
| | 69,285 |
| | 72,025 |
| | (6,286 | ) | | (10,674 | ) | | (4,467 | ) | | 611,892 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | |
TPG/CalSTRS Austin Joint Venture | | | | | | | | | | | | | | | | | | | | | | | |
Operating Properties: | | | | | | | | | | | | | | | | | | | | | | | | |
Frost Bank Tower | Austin, TX | | 535,078 |
| | 90.9 |
| | 33.3 |
| | 178,358 |
| | 4,816 |
| | 4,960 |
| | 5,188 |
| | (52 | ) | | (478 | ) | | (910 | ) | | 50,000 |
| |
300 West 6th Street | Austin, TX | | 454,225 |
| | 90.4 |
| | 33.3 |
| | 151,407 |
| | 2,820 |
| | 4,389 |
| | 4,593 |
| | (474 | ) | | (457 | ) | | (985 | ) | | 42,333 |
| |
San Jacinto Center | Austin, TX | | 410,248 |
| | 84.7 |
| | 33.3 |
| | 136,748 |
| | 2,327 |
| | 2,987 |
| | 3,346 |
| | — |
| | (846 | ) | | (710 | ) | | 33,666 |
| |
One Congress Plaza | Austin, TX | | 518,385 |
| | 78.9 |
| | 33.3 |
| | 172,793 |
| | 2,196 |
| | 3,027 |
| | 3,779 |
| | (225 | ) | | (1,754 | ) | | (1,133 | ) | | 42,666 |
| |
One American Center | Austin, TX | | 503,951 |
| | 77.4 |
| | 33.3 |
| | 167,982 |
| | 2,047 |
| | 2,649 |
| | 3,418 |
| | (442 | ) | | (1,773 | ) | | (1,054 | ) | | 40,000 |
| |
Subtotal TPG/CalSTRS Austin, Joint Venture | | 2,421,887 |
| | 84.4 |
| | | | 807,288 |
| | 14,206 |
| | 18,012 |
| | 20,324 |
| | (1,193 | ) | | (5,308 | ) | | (4,792 | ) | | 208,665 |
| |
Total / Average | | | 6,963,583 |
| | 88.5 | % | | | | 4,874,949 |
| | $ | 78,701 |
| | $ | 87,297 |
| | $ | 92,349 |
| | $ | (7,479 | ) | | $ | (15,982 | ) | | $ | (9,259 | ) | | $ | 820,557 |
| |
| | | | | | | | | | | | | | | | | | | |
Footnotes on following page.
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
Footnotes to Portfolio Data on previous page:
| |
(1) | TPGI's 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 with certain exceptions for Commerce Square (see footnote 7 below). |
| |
(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 (“NOI”) - cash basis represents the sum of (in thousands): |
|
| | | | | | | | | | | | | | | |
| | | Less | | Plus | | Trailing |
| Twelve | | Nine | | Nine | | Twelve |
| Months Ended | | Months Ended | | Months Ended | | Months Ended |
| December 31, 2012 | | September 30, 2012 | | September 30, 2013 | | September 30, 2013 |
Rental, tenant reimbursements, and parking and other revenue | $ | 54,922 |
| | $ | (41,360 | ) | | $ | 42,833 |
| | $ | 56,395 |
|
Property operating and maintenance expenses and real estate taxes | (31,860 | ) | | 23,825 |
| | (25,484 | ) | | (33,519 | ) |
Consolidated Net Operating Income | 23,062 |
| | (17,535 | ) | | 17,349 |
| | 22,876 |
|
| | | | | | | |
Rental, tenant reimbursements, and parking and other revenue | 41,424 |
| | (24,680 | ) | | 44,866 |
| | 61,610 |
|
Property operating and maintenance expenses and real estate taxes | (20,283 | ) | | 12,358 |
| | (21,712 | ) | | (29,637 | ) |
TPGI's Share of Unconsolidated Net Operating Income | 21,141 |
| | (12,322 | ) | | 23,154 |
| | 31,973 |
|
| | | | | | | |
Adjustments: | | | | | | | |
Straight line and other GAAP rent adjustments | (1,878 | ) | | (948 | ) | | 4,129 |
| | 1,303 |
|
Free rent granted and termination fees earned for the period | 3,896 |
| | (2,245 | ) | | 4,005 |
| | 5,656 |
|
Net operating (income) loss from development and other properties | 777 |
| | (501 | ) | | 244 |
| | 520 |
|
Net operating income from sold properties | (3,889 | ) | | 2,603 |
| | (1,533 | ) | | (2,819 | ) |
Elimination of intercompany revenues and expenses | (2,132 | ) | | (597 | ) | | 1,949 |
| | (780 | ) |
Adjustment to revenues and operating expenses for change in ownership interest in Austin (a) | 8,570 |
| | (16,277 | ) | | — |
| | (7,707 | ) |
Adjustment to revenues and operating expenses for change in ownership interest in Houston | 25,832 |
| | (19,819 | ) | | 21,666 |
| | 27,679 |
|
Adjusted Historical Net Operating Income - Cash Basis | $ | 75,379 |
| | $ | (67,641 | ) | | $ | 70,963 |
| | $ | 78,701 |
|
(a) Adjusted Historical NOI reflects the Austin portfolio at 33.33%. | | | | | | | |
| |
(4) | Current annualized net operating income represents the sum of i) TPGI's share of net operating income for the month of October 2013, annualized; and ii) the annual straight-line rent adjustment for existing leases which were in place as of September 30, 2013, calculated as if the leases began on September 30, 2013. |
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
| |
(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 September 30, 2013. Estimated incremental leasing capital costs represents capital expenditures, including tenant improvements and leasing commissions, expected to be spent to achieve 95% occupancy. |
| |
(7) | Brandywine Realty Trust ("BDN") has a 25% preferred equity position in the partnerships that own Commerce Square, for which it contributed $25.8 million. The preferred equity, which earns a preferred return of 9.25%, is being invested in a value-enhancement program designed to increase rental rates and occupancy at Commerce Square. Although TPGI's percentage interest has been reflected as 75%, the NOI amounts, leasing and capital cost amounts, and encumbrances are reflected at 100%, and the preferred equity balances and accrued preferred returns of $17.7 million and $11.4 million have been included in the encumbrances of One Commerce Square and Two Commerce Square, respectively. |
| |
(8) | An additional $0.4 million may be borrowed under this loan. |
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, 2013, 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's 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 | | 477,529 |
| | 9.8 | % | | $ | — |
| | $ | — |
|
2013 | | 80,414 |
| | 1.6 |
| | 19.60 |
| | 19.59 |
|
2014 | | 661,599 |
| | 13.6 |
| | 15.62 |
| | 22.96 |
|
2015 | | 389,777 |
| | 8.0 |
| | 17.70 |
| | 23.44 |
|
2016 | | 213,540 |
| | 4.4 |
| | 22.08 |
| | 23.97 |
|
2017 | | 576,220 |
| | 11.8 |
| | 17.01 |
| | 25.39 |
|
2018 | | 358,153 |
| | 7.3 |
| | 12.21 |
| | 20.81 |
|
2019 | | 104,339 |
| | 2.1 |
| | 19.10 |
| | 25.62 |
|
2020 | | 335,248 |
| | 6.9 |
| | 14.66 |
| | 22.44 |
|
2021 | | 899,261 |
| | 18.4 |
| | 13.50 |
| | 22.14 |
|
2022 | | 133,389 |
| | 2.7 |
| | 14.40 |
| | 24.98 |
|
Thereafter | | 645,480 |
| | 13.4 |
| | 14.49 |
| | 30.90 |
|
Total/Weighted Average | | 4,874,949 |
| | 100.0 | % | | $ | 15.47 |
| | $ | 24.22 |
|
| | | | | | | | |
Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
Lease Activity |
| | | | | | | | | | | | | | | | | | | |
| TPGI's Share |
| For the Three Months Ended |
| September 30, 2013 | | June 30, 2013 | | March 31, 2013 | | December 31, 2012 | | September 30, 2012 |
Retention (square feet): | | | | | | | | | |
Retained tenants | 83,087 |
| | 156,693 |
| | 12,743 |
| | 67,564 |
| | 59,147 |
|
Leases expired and terminated | 222,596 |
| | 210,757 |
| | 91,020 |
| | 108,250 |
| | 101,973 |
|
Retention % | 37.3 | % | | 74.3 | % | | 14.0 | % | | 62.4 | % | | 58.0 | % |
| | | | | | | | | |
All Leases Signed (square feet) | 112,222 |
| | 286,712 |
| | 45,356 |
| | 208,223 |
| | 182,528 |
|
Weighted Average Lease Term (years): | 8.4 |
| | 7.4 |
| | 5.6 |
| | 7.4 |
| | 7.6 |
|
Weighted Average Free Rent Term (months): | 5.5 |
| | 3.2 |
| | 3.5 |
| | 2.5 |
| | 4.7 |
|
Total Capital Costs Committed (per square foot per lease year) (1): | | | | | | | | | |
New leases | $ | 6.14 |
| | $ | 5.67 |
| | $ | 6.99 |
| | $ | 5.85 |
| | $ | 6.92 |
|
Renewals | $ | 4.11 |
| | $ | 2.69 |
| | $ | 4.37 |
| | $ | 3.42 |
| | $ | 1.73 |
|
Combined | $ | 5.30 |
| | $ | 3.93 |
| | $ | 6.34 |
| | $ | 4.79 |
| | $ | 6.20 |
|
| | | | | | | | | |
Quarterly Leasing Spread (square feet): | | | | | | | | | |
New leases | 17,864 |
| | 100,435 |
| | 25,543 |
| | 78,469 |
| | 61,488 |
|
Renewals | 50,825 |
| | 152,356 |
| | 12,405 |
| | 63,082 |
| | 32,637 |
|
Total Leases Subject to Comparison (square feet) | 68,689 |
| | 252,791 |
| | 37,948 |
| | 141,551 |
| | 94,125 |
|
| | | | | | | | | |
New Leases/Expansions: | | | | | | | | | |
Expiring Cash Rental Rate | $ | 16.24 |
| | $ | 22.03 |
| | $ | 20.31 |
| | $ | 18.52 |
| | $ | 21.38 |
|
Initial Cash Rental Rate | $ | 21.31 |
| | $ | 19.65 |
| | $ | 20.83 |
| | $ | 17.48 |
| | $ | 20.21 |
|
Increase (decrease) % | 31.2 | % | | (10.8 | )% | | 2.6 | % | | (5.6 | )% | | (5.5 | )% |
| | | | | | | | | |
Expiring GAAP Rental Rate | $ | 15.42 |
| | $ | 19.69 |
| | $ | 19.72 |
| | $ | 17.05 |
| | $ | 19.82 |
|
New GAAP Rental Rate | $ | 23.19 |
| | $ | 20.68 |
| | $ | 21.36 |
| | $ | 18.55 |
| | $ | 21.84 |
|
Increase (decrease) % | 50.4 | % | | 5.0 | % | | 8.3 | % | | 8.8 | % | | 10.2 | % |
| | | | | | | | | |
Renewals of Existing Leased Space: | | | | | | | | | |
Expiring Cash Rental Rate | $ | 17.36 |
| | $ | 17.54 |
| | $ | 15.92 |
| | $ | 15.64 |
| | $ | 16.63 |
|
Initial Cash Rental Rate | $ | 18.61 |
| | $ | 17.57 |
| | $ | 24.73 |
| | $ | 18.52 |
| | $ | 21.60 |
|
Increase (decrease) % | 7.2 | % | | 0.2 | % | | 55.3 | % | | 18.4 | % | | 29.9 | % |
| | | | | | | | | |
Expiring GAAP Rental Rate | $ | 16.83 |
| | $ | 16.80 |
| | $ | 15.72 |
| | $ | 16.40 |
| | $ | 15.75 |
|
New GAAP Rental Rate | $ | 20.54 |
| | $ | 19.40 |
| | $ | 25.06 |
| | $ | 23.46 |
| | $ | 22.45 |
|
Increase (decrease) % | 22.0 | % | | 15.5 | % | | 59.4 | % | | 43.0 | % | | 42.5 | % |
| | | | | | | | | |
Combined: | | | | | | | | | |
Expiring Cash Rental Rate | $ | 17.07 |
| | $ | 19.32 |
| | $ | 18.88 |
| | $ | 17.22 |
| | $ | 19.71 |
|
Initial Cash Rental Rate | $ | 19.31 |
| | $ | 18.40 |
| | $ | 22.10 |
| | $ | 17.94 |
| | $ | 20.69 |
|
Increase (decrease) % | 13.1 | % | | (4.8 | )% | | 17.1 | % | | 4.2 | % | | 5.0 | % |
| | | | | | | | | |
Expiring GAAP Rental Rate | $ | 16.47 |
| | $ | 17.94 |
| | $ | 18.41 |
| | $ | 16.75 |
| | $ | 18.39 |
|
New GAAP Rental Rate | $ | 21.23 |
| | $ | 19.91 |
| | $ | 22.57 |
| | $ | 20.74 |
| | $ | 22.05 |
|
Increase (decrease) % | 28.9 | % | | 11.0 | % | | 22.6 | % | | 23.8 | % | | 19.9 | % |
(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 | | As of September 30, 2013 |
| | Location | | TPGI's Percentage Interest | | Number of Acres | | Potential Property Types | | Square Feet | | Status | | Costs Incurred to Date | | Average Cost Per Square Foot | | Loan Balance |
Pre-Development | | | | | | | | | | | | | | | | | | |
Four Points Centre | | Austin, TX | | 100 | % | | 19.0 |
| | Office/ Retail/ R&D/ Hotel | | 480,000 |
| | Entitled | | $ | 6,330 |
| (1) | $ | 13.19 |
| | $ | — |
|
CityWestPlace land | | Houston, TX | | 100 |
| | 9.9 |
| | Office/ Retail/ Residential | | 500,000 |
| | Entitled | | 9,101 |
| | 18.2 |
| | — |
|
| | | | | | | | | | 980,000 |
| | | | $ | 15,431 |
| | $ | 15.74 |
| |
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Condominium Units Held for Sale | | As of September 30, 2013 |
| | Location | | TPGI's Percentage Interest (2) | | 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 (3) | | Total Square Feet Remaining To Be Sold | | List Price Per Square Foot to Be Sold (4) | | Book Carrying Value | | Loan Balance (5) |
Murano | | Philadelphia, PA | | 73% | | 43-story for-sale condominium project containing 302 units. Certificates of occupancy received for 100% of units | | 267 | | 301,822 | | $520 | | 35 | | 49,508 | | $513 to $1,236 | | $ | 29,388 |
| | $ | — |
|
| |
(1) | Inclusive of capitalized interest. |
| |
(2) | We consolidate our Murano residential condominium project which we control. Our unaffiliated partner's interest is reflected in our consolidated balance sheets under the "Noncontrolling Interests" caption. Our partner has a stated ownership interest of 27%. Net proceeds from the project are distributed based on an order of preferences described in the partnership agreement. The Company anticipates that we will receive distributions in excess of our stated 73% ownership interest according to these distribution preferences. |
| |
(3) | The 35 units remaining to sell as of September 30, 2013 are all on high-rise floors with superior views. Subsequent to September 30, 2013, we closed the sales of nine units, which reduced the number of units remaining to be sold to 26, and two units remain under contract, which if they close, will bring the number of units remaining to be sold to 24. |
| |
(4) | The average list price per square foot is $741. |
| |
(5) | This loan was paid off in July 2013. |
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 |
| | 84.4 |
| | 2002 |
Total/Weighted Average | | 1,879,618 |
| | 94.1 | % | | |
Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY
(in thousands)
|
| | | | | | | | | | | | | |
| | As of September 30, 2013 |
Mortgages and Other Loans | | Interest Rate |
| | Principal Amount | | TPGI's Share of Principal Amount | | Maturity Date |
2014 Maturity Date | | | | | | | | |
Four Points Centre (1) | | 3.69 | % | | $ | 23,441 |
| | 23,441 |
| | 7/31/2014 |
| | | | | | | | |
2015 Maturity Date | | | | | | | | |
Parkway loan (2) | | 6.00 | % | | 80,000 |
| | 80,000 |
| | 1/15/2015 |
| | | | | | | | |
2016 Maturity Date | | | | | | |
One Commerce Square | | 5.67 | % | | 125,548 |
| | 94,161 |
| | 1/6/2016 |
CityWestPlace (Buildings I & II) | | 6.16 | % | | 118,041 |
| | 118,041 |
| | 7/6/2016 |
| | | | 243,589 |
| | 212,202 |
| | |
2017 Maturity Date | | | | | | |
Frost Bank Tower | | 6.06 | % | | 150,000 |
| | 50,000 |
| | 6/11/2017 |
One Congress Plaza | | 6.08 | % | | 128,000 |
| | 42,666 |
| | 6/11/2017 |
300 West 6th Street | | 6.01 | % | | 127,000 |
| | 42,333 |
| | 6/11/2017 |
One American Center | | 6.03 | % | | 120,000 |
| | 40,000 |
| | 6/11/2017 |
San Jacinto Center | | 6.05 | % | | 101,000 |
| | 33,666 |
| | 6/11/2017 |
| | | | 626,000 |
| | 208,665 |
| | |
2018 and Thereafter- Maturity Date | | | | | | |
San Felipe Plaza | | 4.78 | % | | 110,000 |
| | 110,000 |
| | 12/1/2018 |
CityWestPlace (Buildings III & IV) | | 5.03 | % | | 93,725 |
| | 93,725 |
| | 3/5/2020 |
Two Commerce Square (3) | | 3.96 | % | | 112,000 |
| | 84,000 |
| | 4/5/2023 |
| | 315,725 |
| | 287,725 |
| | |
Total | | $ | 1,288,755 |
| | $ | 812,033 |
| | |
Weighted average interest rate at September 30, 2013 | | 5.61 | % | | | | | | |
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) | The Four Points Centre loan bears interest at LIBOR plus 3.50%. As of September 30, 2013, the loan has an unfunded balance of $0.4 million which is available to fund any remaining project costs. The loan has a one year extension option at our election subject to certain conditions that will put the maturity date at the end of extension options as July 31, 2015. The option to extend is subject to (1) a loan-to-value ratio and a minimum appraised land ratio of 62.5%, and (2) the adjusted net operating income of the property and improvements as a percentage of the outstanding principal balance must be at least 10.0%. If these requirements are not met, we can pay down the principal balance in an amount sufficient to satisfy these requirements. The debt yield is calculated by dividing the net operating income of the property by the outstanding principal balance of the loan. Through September 30, 2013, the property has generated net operating losses. |
Beginning in August 2014, we are required to pay down the loan balance by $42,000 each month. 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 of $10.9 million as of September 30, 2013. We have agreed to certain financial covenants on this loan as the guarantor, which we were in compliance with as of September 30, 2013.
| |
(2) | TPG entered into a loan agreement with Parkway LP, in connection with a merger agreement, to fund a portion of the Company’s obligations with respect to the TPG/CalSTRS liquidation. The loan funded on September 27, 2013, in the amount of $80 million. The net proceeds were $78.8 million after payment of loan fees of $1.2 million. The loan bears interest at a rate of 6% per annum for the first six months, 8% per annum for the following six months, and 12% per annum thereafter, with interest payable monthly in arrears. The loan will mature on January 15, 2015. The loan may be prepaid at any time without penalty. The loan agreement contains affirmative and negative covenants, including covenants that restrict the Company’s ability to create liens on its properties, incur additional indebtedness, and engage in mergers, consolidations or sales of all or substantially all of its assets, in each case, subject to specified exceptions. |
| |
(3) | The mortgage loan is subject to interest only payments through March 5, 2018, and thereafter, principal and interest payments are due based on a thirty-year amortization schedule. The loan may be defeased, and is subject to yield maintenance payments for any prepayments made 60 days prior to the maturity date. |
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, 2013:
|
| | | | | | | |
Debt | | | | Aggregate Principal |
Mortgage and other loans | | $ | 675,538 |
|
Company share of unconsolidated debt | | 209,411 |
|
Total combined debt | | $ | 884,949 |
|
| | | | |
Equity | | Shares/Units Outstanding | | Market Value (1) |
Common stock | | 46,969,703 |
| | $ | 315,636 |
|
Operating partnership units (2) | | 11,871,049 |
| | 79,773 |
|
Total common equity | | 58,840,752 |
| | $ | 395,409 |
|
Total consolidated market capitalization | | $ | 1,070,947 |
|
Total combined market capitalization (3) | | $ | 1,280,358 |
|
| |
(1) | Based on the closing price of $6.72 per share of TPGI common stock on September 30, 2013. |
| |
(2) | Includes operating partnership units and incentive units as of September 30, 2013. |
| |
(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 | | NYSE: TPGI |
Chief Financial Officer | | P.O. Box 43078 | | |
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 | | 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 |
Bradley H. Carroll | | Director |
Edward D. Fox | | Director |
John L. Goolsby | | Director |
Winston H. Hickox | | Director |