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8-K - 8-K - THOMAS PROPERTIES GROUP INCa2013q2earningsreleasecove.htm
EX-99.2 - EXHIBIT 99.2 - THOMAS PROPERTIES GROUP INCexhibit992-erq22013.htm


Exhibit 99.1



Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended June 30, 2013





Thomas Properties Group, Inc.
Supplemental Financial Information
For the Quarter Ended June 30, 2013
TABLE OF CONTENTS
This supplemental financial information, together with other statements and information publicly disseminated by Thomas Properties Group, Inc., contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements reflect management’s current views with respect to financial results related to future events. Such statements are also based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ from the results discussed in the forward-looking statements. Management does not undertake any obligation to update information provided in forward-looking statements other than regularly scheduled releases of information. A discussion of some of the factors that may affect our future results is set forth under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our annual reports on Form 10-K and our quarterly reports on Form 10-Q, which are filed with the Securities and Exchange Commission.





Thomas Properties Group, Inc.
Supplemental Financial Information
COMPANY BACKGROUND
Thomas Properties Group, Inc. (“TPGI”) is a full-service real estate operating company that owns, acquires, develops and manages primarily office, as well as mixed-use and residential properties on a nationwide basis. Our company’s primary areas of focus are the acquisition and ownership of interests in premier properties, property development and redevelopment, and investment and property management activities.
Our 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, 2013, we owned interests in and asset managed 14 operating properties with 9.8 million rentable square feet and provided leasing, asset and/or property management services on behalf of third parties for an additional three operating properties with 1.9 million rentable square feet.
Our Partnerships and Joint Ventures
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.
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 $2.9 million and $10.9 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.
TPG/CalSTRS Austin, LLC is a joint venture between TPG Austin Partner, LLC and CalSTRS, in which each partner owns 50.0%. TPG Austin Partner, LLC, the managing member, is a joint venture between our operating partnership, TPG, and Madison International Realty ("Madison"), which have ownership interests of 66.7% and 33.3%, respectively. As of June 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 June 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.
Estimated Net Asset Value Workbook (NAV Workbook)
Along with this Supplemental Financial Information, we are making available a Net Asset Value (NAV) Workbook to facilitate a calculation of an estimated 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.
Recent Events
Sale of Campus El Segundo
In May 2013, the Company sold the remaining 23.9 acres of land in its Campus El Segundo project, located in the City of El Segundo in the County of Los Angeles, including athletic facility naming rights and a building previously used as a marketing center. The sales price for the land and related assets was $48.5 million. After closing adjustments and prorations, and payment in full of a $14.5 million mortgage loan, the Company received net proceeds of $33.3 million.
Murano Mortgage Loan
Subsequent to June 30, 2013, we paid off in full the Murano mortgage loan, which had a balance of $0.5 million as of June 30, 2013.
NYSE Listing
In May 2013, we transferred the listing of our common stock from the NASDAQ Global Market to the New York Stock Exchange ("NYSE").

1



Thomas Properties Group, Inc.
Supplemental Financial Information
COMPANY BACKGROUND - CONTINUED
Agreement with CalSTRS

On July 31, 2013, TPG elected to exercise its option to liquidate the TPG/CalSTRS joint venture. In connection with the liquidation, on or before September 30, 2013, subject to certain closing conditions, TPG will make an equity contribution of approximately $163.8 million to TPG/CalSTRS (the “Contribution Amount”). In the liquidation, TPG/CalSTRS will distribute to CalSTRS the Contribution Amount and the entities that own City National Plaza, subject to existing mortgage debt, and will distribute to TPG the entities that own CityWestPlace and San Felipe Plaza in Houston and three properties in Northern Virginia, also subject to existing mortgage debt. Unless waived by CalSTRS, the liquidation will be subject to CalSTRS having a binding agreement on its own behalf to sell City National Plaza to a third party immediately after the closing of the liquidation.







2



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 8 - 9 for a discussion of ATCF and a reconciliation of ATCF to net income (loss).
Unconsolidated Real Estate Entities Statements of Operations and Unconsolidated Real Estate Entities Balance Sheets
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. Included in this supplemental financial information are combined statements of operations and combined balance sheets for our unconsolidated real estate entities. We believe this information is useful to investors as this provides information regarding the operations and financial position of the unconsolidated investments. We present the results of our unconsolidated investments at 100% and at our proportionate share of ownership. Our management considers the performance of our unconsolidated investments 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. See pages 6 - 7 of this supplemental financial information.





3



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,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 
 
 
Rental
$
7,910

 
$
7,684

 
$
15,299

 
$
15,530

Tenant reimbursements
5,393

 
4,981

 
10,969

 
10,402

Parking and other
828

 
745

 
2,208

 
1,485

Investment advisory, management, leasing and development services
636

 
733

 
1,528

 
1,664

Investment advisory, management, leasing and development services-
   unconsolidated real estate entities
3,178

 
4,219

 
6,282

 
8,321

Reimbursement of property personnel costs
903

 
1,356

 
2,033

 
2,867

Condominium sales
3,395

 
1,045

 
7,793

 
1,964

Total revenues
22,243

 
20,763

 
46,112

 
42,233

Expenses:
 
 
 
 
 
 
 
Property operating and maintenance
6,505

 
5,751

 
13,123

 
12,015

Real estate and other taxes
1,942

 
1,965

 
3,937

 
3,885

Investment advisory, management, leasing and development services
2,288

 
3,000

 
4,208

 
5,994

Reimbursable property personnel costs
903

 
1,356

 
2,033

 
2,867

Cost of condominium sales
2,773

 
721

 
6,411

 
1,393

Interest
3,303

 
4,216

 
7,244

 
8,454

Depreciation and amortization
3,920

 
4,152

 
8,112

 
7,662

General and administrative
4,553

 
4,892

 
12,480

 
9,131

Impairment loss

 

 
753

 

Total expenses
26,187

 
26,053

 
58,301

 
51,401

Interest income
91

 
8

 
114

 
13

Equity in net income (loss) of unconsolidated real estate entities
(3,565
)
 
(794
)
 
(6,321
)
 
(816
)
Gain (loss) on sale of real estate
141

 

 
(559
)
 

Income (loss) before income taxes and noncontrolling interests
(7,277
)
 
(6,076
)
 
(18,955
)
 
(9,971
)
Benefit (provision) for income taxes
(18
)
 
(31
)
 
(40
)
 
(74
)
Net income (loss)
(7,295
)
 
(6,107
)
 
(18,995
)
 
(10,045
)
Noncontrolling interests' share of net (income) loss:
 
 
 
 
 
 
 
Unitholders in the Operating Partnership
1,289

 
1,550

 
3,711

 
2,591

Partners in consolidated real estate entities
455

 
(247
)
 
764

 
(470
)
 
1,744

 
1,303

 
4,475

 
2,121

TPGI's share of net income (loss)
$
(5,551
)
 
$
(4,804
)
 
$
(14,520
)
 
$
(7,924
)
Income (loss) per share-basic and diluted
$
(0.12
)
 
$
(0.12
)
 
$
(0.31
)
 
$
(0.21
)
Weighted average common shares-basic and diluted
46,610,859

 
38,591,868

 
46,419,772

 
37,664,573


4



Thomas Properties Group, Inc.
Supplemental Financial Information
CONSOLIDATED BALANCE SHEETS
(in thousands)
 
June 30, 2013
 
December 31, 2012
 
 
June 30, 2013
 
December 31, 2012
 
(unaudited)
 
(audited)
 
 
(unaudited)
 
(audited)
ASSETS
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Investments in real estate:
 
 
 
 
Liabilities:
 
 
 
Operating properties, net
$
267,844

 
$
267,798

 
Mortgage loans
$
261,738

 
$
259,995

Land improvements—development properties, net
6,331

 
6,403

 
Accounts payable and other liabilities, net
17,165

 
20,195

Investments in real estate, net
274,175

 
274,201

 
Unrecognized tax benefits
8,027

 
8,027

Condominium units held for sale
32,095

 
37,891

 
Losses and distributions in excess of investments in
unconsolidated real estate entities
11,366

 
10,084

Investments in unconsolidated real estate entities
68,429

 
106,210

 
Prepaid rent
2,355

 
1,784

Cash and cash equivalents, unrestricted
127,879

 
76,689

 
Deferred revenue
11,250

 
10,566

Restricted cash
3,935

 
11,611

 
Below market rents, net
107

 
124

Marketable securities
9,879

 

 
Mortgage loans associated with land held for sale

 
21,380

Rents and other receivables, net
1,401

 
1,825

 
Total liabilities
312,008

 
332,155

Receivables from unconsolidated real estate entities
2,216

 
2,347

 
Equity:
 
 
 
Deferred rents
20,343

 
18,994

 
Stockholders’ equity:
 
 
 
Deferred leasing and loan costs, net
12,556

 
10,716

 
Common stock
470

 
461

Above market rents, net
91

 
191

 
Limited voting stock
116

 
123

Deferred tax asset, net of valuation allowance
8,027

 
8,027

 
Additional paid-in capital
261,833

 
258,780

Other assets, net
5,549

 
2,004

 
Retained deficit and dividends
(100,140
)
 
(83,635
)
Assets associated with land held for sale

 
60,286

 
Total stockholders’ equity
162,279

 
175,729

Total assets
$
566,575

 
$
610,992

 
Noncontrolling interests:

 

 
 
 
 
 
Unitholders in the Operating Partnership
37,781

 
44,154

 
 
 
 
 
Partners in consolidated real estate entities
54,507

 
58,954

 
 
 
 
 
Total noncontrolling interests
92,288

 
103,108

 
 
 
 
 
Total equity
254,567

 
278,837

 
 
 
 
 
Total liabilities and equity
$
566,575

 
$
610,992

 
 
 
 
 
 


 

 
 
 
 
 
 

 


 


5



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, 2013 and 2012, and TPGI's share of such amounts.
 
 
Combined Total
 
TPGI's Share
 
Three months ended
 
Six months ended
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental
$
38,154

 
$
37,772

 
$
75,735

 
$
75,536

 
$
8,743

 
$
4,964

 
$
17,336

 
$
10,013

Tenant reimbursements
21,520

 
19,268

 
41,189

 
39,147

 
4,646

 
2,340

 
9,074

 
4,677

Parking and other
7,765

 
7,594

 
16,232

 
14,985

 
1,555

 
872

 
3,259

 
1,709

Total revenues
67,439

 
64,634

 
133,156

 
129,668

 
14,944

 
8,176

 
29,669

 
16,399

Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property operating and maintenance
25,099

 
27,536

 
49,330

 
53,139

 
4,611

 
2,988

 
9,072

 
6,057

Real estate and other taxes
8,432

 
9,000

 
16,902

 
16,972

 
2,265

 
1,135

 
4,540

 
2,184

Interest
20,452

 
25,949

 
40,776

 
51,191

 
5,001

 
2,607

 
9,962

 
5,180

Depreciation and amortization
22,655

 
21,209

 
46,053

 
43,054

 
5,452

 
2,242

 
10,899

 
4,599

Total expenses
76,638

 
83,694

 
153,061

 
164,356

 
17,329

 
8,972

 
34,473

 
18,020

Income (loss) from continuing operations
(9,199
)
 
(19,060
)
 
(19,905
)
 
(34,688
)
 
(2,385
)
 
(796
)
 
(4,804
)
 
(1,621
)
Gain (loss) on disposition of real estate

 

 
(6
)
 

 

 

 
(1
)
 

Discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) from discontinued operations before gain
    (loss) on disposition of real estate and impairment loss
35

 
(7,570
)
 
427

 
(6,838
)
 
6

 
(425
)
 
182

 
(280
)
Gain (loss) on disposition of real estate
(79
)
 
3

 
1,222

 
(35
)
 
(27
)
 
427

 
407

 
1,085

Income (loss) from discontinued operations
(44
)
 
(7,567
)
 
1,649

 
(6,873
)
 
(21
)
 
2

 
589

 
805

Net income (loss)
$
(9,243
)
 
$
(26,627
)
 
$
(18,262
)
 
$
(41,561
)
 
$
(2,406
)
 
$
(794
)
 
$
(4,216
)
 
$
(816
)
Noncontrolling interests' share of TPG Austin Partner, LLC
(1,159
)
 

 
(2,105
)
 

TPGI's share of equity in net income (loss) of unconsolidated
    real estate entities
$
(3,565
)
 
$
(794
)
 
$
(6,321
)
 
$
(816
)

6



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, 2013 and December 31, 2012, and TPGI's share of such amounts.
 
 
Combined Total
 
TPGI's Share
 
June 30,
 
December 31,
 
June 30,
 
December 31,
 
2013
 
2012
 
2013
 
2012
ASSETS
 
  
 
 
 
 
 
Investments in real estate, net
$
1,479,505

  
$
1,497,828

 
$
342,801

 
$
346,538

Cash and cash equivalents, unrestricted
39,284

  
28,629

 
7,754

 
5,994

Restricted cash
7,066

  
16,797

 
1,906

 
5,172

Rents and other receivables, net
1,973

  
2,877

 
488

 
458

Above market rents, net
902

  
1,048

 
301

 
349

Deferred rents
65,939

  
63,614

 
10,052

 
7,642

Deferred leasing and loan costs, net
117,048

  
128,623

 
28,710

 
34,046

Other assets
8,371

  
4,855

 
1,293

 
800

Assets associated with discontinued operations
120

 
74,957

 
40

 
25,506

Total assets
$
1,720,208

  
$
1,819,228

 
$
393,345

 
$
426,505

 
 
  
 
 
 
 
 
LIABILITIES AND EQUITY
 
  
 
 
 
 
 
Mortgage loans
$
1,310,474

  
$
1,376,343

 
$
314,864

 
$
336,702

Mortgage loan - related party
64,082

 

 
21,361

 

Accounts and interest payable and other liabilities
54,829

 
62,036

 
10,744

 
13,912

Below market rents, net
27,671

  
32,075

 
8,660

 
9,995

Prepaid rent and deferred revenue
5,314

 
6,030

 
1,446

 
1,544

Liabilities associated with discontinued operations
147

  
4,735

 
28

 
1,488

Total liabilities
1,462,517

  
1,481,219

 
357,103

 
363,641

Equity
257,691

  
338,009

 
36,242

 
62,864

Total liabilities and equity
$
1,720,208

  
$
1,819,228

 
$
393,345

 
$
426,505



7



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) gain from extinguishment of debt; ix) impairment loss; and x) loss (gain) 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:
 
For the three months ended June 30, 2013
 
For the three months ended June 30, 2012
 
 
 
Plus Unconsolidated
Investments at TPGI's Share
 
Less Non-Controlling Interests Share
 
 
 
 
 
Plus Unconsolidated Investments at TPGI's Share
 
 
 
Consolidated
 
Continuing Operations
 
Discontinued Operations
 
Continuing Operations
 
Discontinued Operations
 
TPGI's Share
 
Consolidated
 
Continuing Operations
 
Discontinued Operations
 
TPGI's Share
Net income (loss)
$
(5,551
)
 
$

 
$

 
$

 
$

 
$
(5,551
)
 
$
(4,804
)
 
$

 
$

 
$
(4,804
)
Income tax (benefit) provision
18

 

 

 

 

 
18

 
31

 

 

 
31

Noncontrolling interests - unitholders in the
   Operating Partnership
(1,289
)
 

 

 

 

 
(1,289
)
 
(1,550
)
 

 

 
(1,550
)
Depreciation and amortization
3,920

 
7,314

 
(4
)
 
(1,862
)
 

 
9,368

 
4,152

 
2,243

 
203

 
6,598

Amortization of loan costs
112

 
(55
)
 

 
28

 

 
85

 
160

 
74

 
9

 
243

Non-cash compensation expense
304

 

 

 

 

 
304

 
263

 

 

 
263

Straight-line rent adjustments
(360
)
 
(671
)
 

 
273

 

 
(758
)
 
(88
)
 
6

 
(15
)
 
(97
)
Adjustments to reflect the fair market value of rent
40

 
(939
)
 

 
290

 

 
(609
)
 
11

 
(191
)
 
(5
)
 
(185
)
Loss (gain) on sale of real estate
(141
)
 

 

 

 

 
(141
)
 

 

 

 

ATCF before income taxes
$
(2,947
)
 
$
5,649

 
$
(4
)
 
$
(1,271
)
 
$

 
$
1,427

 
$
(1,825
)
 
$
2,132

 
$
192

 
$
499

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TPGI's share of ATCF before income taxes (1)
$
(2,353
)
 
$
4,510

 
$
(3
)
 
$
(1,015
)
 
$

 
$
1,139

 
$
(1,380
)
 
$
1,613

 
$
145

 
$
378

TPGI's income tax benefit (expense) - current
(18
)
 

 

 

 

 
(18
)
 
(19
)
 

 

 
(19
)
TPGI's share of ATCF
$
(2,371
)
 
$
4,510

 
$
(3
)
 
$
(1,015
)
 
$

 
$
1,121

 
$
(1,399
)
 
$
1,613

 
$
145

 
$
359

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ATCF per share - basic
 
$
0.02

 
 
 
 
 
 
 
$
0.01

ATCF per share - diluted
 
$
0.02

 
 
 
 
 
 
 
$
0.01

Dividends paid per share
 
$
0.02

 
 
 
 
 
 
 
$
0.015

Weighted average common shares outstanding - basic
 
46,610,859

 
 
 
 
 
 
 
38,591,868

Weighted average common shares outstanding - diluted
 
46,875,641

 
 
 
 
 
 
 
38,961,852


(1) Based on an interest in our operating partnership of 79.83% and 75.63% for the three months ended June 30, 2013 and 2012, respectively.

8



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) gain from extinguishment of debt; ix) impairment loss; and x) loss (gain) 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:
 
For the six months ended June 30, 2013
 
For the six months ended June 30, 2012
 
 
 
Plus Unconsolidated Investments at TPGI's Share
 
Less Non-Controlling Interests Share
 
 
 
 
 
Plus Unconsolidated Investments at TPGI's Share
 
 
 
Consolidated
 
Continuing Operations
 
Discontinued Operations
 
Continuing Operations
 
Discontinued Operations
 
TPGI's Share
 
Consolidated
 
Continuing Operations
 
Discontinued Operations
 
TPGI's Share
Net income (loss)
$
(14,520
)
 
$

 
$

 
$

 
$

 
(14,520
)
 
$
(7,924
)
 
$

 
$

 
$
(7,924
)
Income tax (benefit) provision
40

 

 

 

 

 
40

 
74

 

 

 
74

Noncontrolling interests - unitholders in the
   Operating Partnership
(3,711
)
 

 

 

 

 
(3,711
)
 
(2,591
)
 

 

 
(2,591
)
Depreciation and amortization
8,112

 
14,727

 
230

 
(3,830
)
 
(86
)
 
19,153

 
7,662

 
4,599

 
377

 
12,638

Amortization of loan costs
273

 
(109
)
 

 
56

 

 
220

 
320

 
150

 
14

 
484

Non-cash compensation expense
1,257

 

 

 

 

 
1,257

 
911

 

 

 
911

Straight-line rent adjustments
(34
)
 
(1,362
)
 
(31
)
 
494

 
10

 
(923
)
 
(355
)
 
(7
)
 
(20
)
 
(382
)
Adjustments to reflect the fair market value of rent
83

 
(1,864
)
 
11

 
577

 
(4
)
 
(1,197
)
 
19

 
(422
)
 
(21
)
 
(424
)
Impairment loss
753

 

 

 

 

 
753

 

 

 

 

Loss (gain) on sale of real estate
559

 

 

 

 

 
559

 

 

 

 

ATCF before income taxes
$
(7,188
)
 
$
11,392

 
$
210

 
$
(2,703
)
 
$
(80
)
 
$
1,631

 
$
(1,884
)
 
$
4,320

 
$
350

 
$
2,786

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TPGI's share of ATCF before income taxes (1)
$
(5,722
)
 
$
9,068

 
$
167

 
$
(2,151
)
 
$
(64
)
 
$
1,298

 
$
(1,416
)
 
$
3,248

 
$
263

 
$
2,095

TPGI's income tax benefit (expense) - current
(40
)
 

 

 

 

 
(40
)
 
(36
)
 

 

 
(36
)
TPGI's share of ATCF
$
(5,762
)
 
$
9,068

 
$
167

 
$
(2,151
)
 
$
(64
)
 
$
1,258

 
$
(1,452
)
 
$
3,248

 
$
263

 
$
2,059

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ATCF per share - basic
 
$
0.03

 
 
 
 
 
 
 
$
0.05

ATCF per share - diluted
 
$
0.03

 
 
 
 
 
 
 
$
0.05

Dividends paid per share
 
$
0.04

 
 
 
 
 
 
 
$
0.03

Weighted average common shares outstanding - basic
 
46,419,772

 
 
 
 
 
 
 
37,664,573

Weighted average common shares outstanding - diluted
 
46,684,554

 
 
 
 
 
 
 
38,020,891


(1) Based on an interest in our operating partnership of 79.60% and 75.18% for the six months ended June 30, 2013 and 2012, respectively.

9



Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)

 
Three months ended June 30, 2013
Property
Management
Fees
 
Development
Services
Fees
 
Leasing
Fees
 
Investment
Advisory
Fees
 
Total Fees
Source of revenues:
 
 
 
 
 
 
 
 
 
Consolidated real estate entities
$
466

  
$
66

  
$
1,022

  
$
66

  
$
1,620

Unconsolidated real estate entities
1,935

 
170

 
1,057

 
1,275

  
4,437

Unaffiliated real estate entities
395

 
92

 
60

 
89

  
636

Total investment advisory, management, leasing and development services revenue
$
2,796

  
$
328

  
$
2,139

  
$
1,430

  
6,693

Investment advisory, management, leasing and development services expenses
 
(2,288
)
Net investment advisory, management, leasing and development services income
 
$
4,405

 
 
 
 
 
 
 
 
 
 
Reconciliation to GAAP presentation:
 
 
 
 
 
 
 
 
 
Total investment advisory, management, leasing and development services revenue
 
$
6,693

Elimination of intercompany fee revenues
 
(2,879
)
Investment advisory, management, leasing and development services revenue, as reported
 
$
3,814

 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2012
 
 
 
 
 
 
 
 
 
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

Unaffiliated real estate entities
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



10



Thomas Properties Group, Inc.
Supplemental Financial Information
INVESTMENT ADVISORY, MANAGEMENT, LEASING AND DEVELOPMENT SERVICES
(in thousands)
(unaudited)
 
Six months ended June 30, 2013
Property
Management
Fees
 
Development
Services
Fees
 
Leasing
Fees
 
Investment
Advisory
Fees
 
Total Fees
Source of revenues:
 
 
 
 
 
 
 
 
 
Consolidated real estate entities
$
905

  
$
182

  
$
1,056

  
$
134

  
$
2,277

Unconsolidated real estate entities
3,872

 
336

 
2,101

 
2,526

  
8,835

Unaffiliated real estate entities
896

 
207

 
257

 
168

  
1,528

Total investment advisory, management, leasing and development services revenue
$
5,673

  
$
725

  
$
3,414

  
$
2,828

  
12,640

Investment advisory, management, leasing and development services expenses
 
(4,208
)
Net investment advisory, management, leasing and development services income
 
$
8,432

 
 
 
 
 
 
 
 
 
 
Reconciliation to GAAP presentation:
 
 
 
 
 
 
 
 
 
Total investment advisory, management, leasing and development services revenue
 
$
12,640

Elimination of intercompany fee revenues
 
(4,830
)
Investment advisory, management, leasing and development services revenue, as reported
 
$
7,810

 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2012
 
 
 
 
 
 
 
 
 
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

Unaffiliated real estate entities
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


11



Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA
Our Operating Properties
  
 
 
As of June 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 June 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 June 30, 2013
 
Consolidated Operating Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
One Commerce Square (7)
Philadelphia, PA
 
942,866

 
87.6
%
 
75.0
%
 
707,150

 
$
14,067

 
$
15,622

 
$
16,885

 
$
(1,712
)
 
$
(3,860
)
 
$

 
$
143,348

 
Two Commerce Square (7)
Philadelphia, PA
 
953,276

 
87.3

 
75.0

 
714,957

 
11,735

 
13,143

 
14,469

 
(4,754
)
 
(4,052
)
 

 
123,169

 
Four Points Centre
Austin, TX
 
192,062

 
99.1

 
100.0

 
192,062

 
972

 
3,112

 
2,983

 
(1,301
)
 

 

 
23,276

(8)
Subtotal Consolidated Operating Properties
 
2,088,204

 
88.5

 
 
 
1,614,169

 
26,774

 
31,877

 
34,337

 
(7,767
)
 
(7,912
)
 

 
289,793

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joint Venture Operating Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TPG/CalSTRS Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
City National Plaza
Los Angeles, CA
 
2,496,084

 
88.1

 
7.9

 
198,127

 
3,694

 
3,919

 
4,246

 
(670
)
 
(952
)
 
592

 
27,821

 
San Felipe Plaza
Houston, TX
 
980,472

 
86.5

 
25.0

 
245,118

 
3,187

 
3,567

 
4,005

 
(1,722
)
 
(1,001
)
 
(502
)
 
27,500

 
CityWestPlace
Houston, TX
 
1,473,020

 
99.0

 
25.0

 
368,255

 
5,809

 
6,733

 
6,461

 
(204
)
 

 
1,343

 
53,119

 
Subtotal TPG/CalSTRS Joint Venture
 
4,949,576

 
91.0

 
 
 
811,500

 
12,690

 
14,219

 
14,712

 
(2,596
)
 
(1,953
)
 
1,433

 
108,440

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TPG/CalSTRS Austin Joint Venture:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frost Bank Tower
Austin, TX
 
535,078

 
94.8

 
33.3

 
178,358

 
4,835

 
5,169

 
5,181

 
(52
)
 
(25
)
 
(809
)
 
50,000

 
300 West 6th Street
Austin, TX
 
454,225

 
89.9

 
33.3

 
151,407

 
3,285

 
4,466

 
4,691

 
(404
)
 
(503
)
 
(983
)
 
42,333

 
San Jacinto Center
Austin, TX
 
410,248

 
81.2

 
33.3

 
136,748

 
2,411

 
2,783

 
3,264

 
(12
)
 
(1,132
)
 
(380
)
 
33,666

 
One Congress Plaza
Austin, TX
 
518,385

 
83.5

 
33.3

 
172,793

 
2,961

 
3,140

 
3,674

 
(198
)
 
(1,247
)
 
(1,063
)
 
42,666

 
One American Center
Austin, TX
 
503,951

 
75.9

 
33.3

 
167,982

 
1,724

 
2,582

 
3,416

 
(998
)
 
(1,925
)
 
(1,217
)
 
40,000

 
Subtotal TPG/CalSTRS Austin, Joint Venture
 
2,421,887

 
85.2

 
 
 
807,288

 
15,216

 
18,140

 
20,226

 
(1,664
)
 
(4,832
)
 
(4,452
)
 
208,665

 
Total / Average
 
 
9,459,667

 
89.0
%
 
 
 
3,232,957

 
$
54,680

 
$
64,236

 
$
69,275

 
$
(12,027
)
 
$
(14,697
)
 
$
(3,019
)
 
$
606,898

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Properties Subject to Special Servicer Oversight:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Oaks Plaza (9)
Fairfax, VA
 
179,688

 
83.8
%
 
25.0
%
 
44,922

 
 
 
 
 
 
 
 
 
 
 
 
 
$
11,075

 
Reflections I (10)
Reston, VA
 
123,546

 

 
25.0

 
30,887

 
 
 
 
 
 
 
 
 
 
 
 
 
5,121

 
Reflections II (10)
Reston, VA
 
64,253

 

 
25.0

 
16,063

 
 
 
 
 
 
 
 
 
 
 
 
 
2,133

 
 
 
 
367,487

 
 
 
 
 
91,872

 
 
 
 
 
 
 
 
 
 
 
 
 
$
18,329

 
Footnotes on following page.

12



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
 
Six
 
Six
 
Twelve
 
Months Ended
 
Months Ended
 
Months Ended
 
Months Ended
 
December 31, 2012
 
June 30, 2012
 
June 30, 2013
 
June 30, 2013
Rental, tenant reimbursements, and parking and other revenue
$
54,922

 
$
(27,417
)
 
$
28,476

 
$
55,981

Property operating and maintenance expenses and real estate taxes
(31,860
)
 
15,900

 
(17,060
)
 
(33,020
)
Consolidated Net Operating Income
23,062

 
(11,517
)
 
11,416

 
22,961

 
 
 
 
 
 
 
 
Rental, tenant reimbursements, and parking and other revenue
41,424

 
(16,399
)
 
29,669

 
54,694

Property operating and maintenance expenses and real estate taxes
(20,283
)
 
8,241

 
(13,612
)
 
(25,654
)
TPGI's Share of Unconsolidated Net Operating Income
21,141

 
(8,158
)
 
16,057

 
29,040

 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
Straight line and other GAAP rent adjustments
(1,878
)
 
778

 
(2,086
)
 
(3,186
)
Free rent granted and termination fees earned for the period
3,896

 
(1,559
)
 
2,371

 
4,708

Net operating (income) loss from development and other properties
777

 
(410
)
 
400

 
767

Net operating (income) loss from properties subject to special servicer oversight
(583
)
 
(339
)
 
237

 
(685
)
Net operating income from sold properties
(875
)
 
357

 
(88
)
 
(606
)
Elimination of intercompany revenues and expenses
(2,132
)
 
(101
)
 
1,170

 
(1,063
)
Adjustment to revenues and operating expenses for change in ownership interest in
   Austin (a)
8,570

 
(5,826
)
 

 
2,744

Adjusted Historical Net Operating Income - Cash Basis
$
51,978

 
$
(26,775
)
 
$
29,477

 
$
54,680

(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 July 2013, annualized; and ii) the annual straight-line rent adjustment for existing leases which were in place as of June 30, 2013, calculated as if the leases began on June 30, 2013
(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.


13



Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED

(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, 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 $17.4 million and $11.2 million have been included in the encumbrances of One Commerce Square and Two Commerce Square, respectively.
(8)
An additional $0.5 million may be borrowed under this loan.
(9)
The borrower under the mortgage loan secured by this property did not make the debt service payment due July 9, 2013. The loan has been assigned to a special servicer. The special servicer has issued a notice of default and instituted cash management procedures to establish a restricted account. We are engaged in initial discussions with the special servicer regarding possible resolutions. The default interest rate is 10.52%. TPG's equity investment balance in this unconsolidated property is a deficit balance of approximately $1.2 million.
(10)
The borrower under mortgage loans secured by these properties ceased making debt service payments in February 2013. The special servicer has issued notices of default, but has not taken any further action in response. TPG is in discussions with the special servicer regarding possible resolutions of these loans. The borrowers are accruing interest on these loans at a default rate, which is 10.23% per annum for Reflections I and 10.22% per annum for Reflections II. TPG's equity investment balance in these unconsolidated properties is not material.

14



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, 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 (1)
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
  
359,032

  
11.1
%
 
$

  
$

2013
  
85,140

  
2.6

 
17.32

  
18.23

2014
  
287,627

  
8.9

 
16.58

  
20.95

2015
  
316,925

  
9.8

 
18.28

  
23.68

2016
  
169,891

  
5.3

 
21.47

  
23.52

2017
  
362,000

  
11.2

 
17.16

  
23.53

2018
  
303,399

  
9.4

 
9.73

  
20.02

2019
  
116,701

  
3.6

 
21.04

  
25.57

2020
  
357,897

  
11.1

 
15.55

  
22.79

2021
  
404,595

  
12.5

 
16.17

  
24.94

2022
  
142,654

  
4.4

 
14.74

  
25.25

Thereafter
  
327,096

  
10.1

 
13.19

  
26.91

Total/Weighted Average
  
3,232,957

  
100.0
%
 
$
15.95

  
$
23.42

 
 
 
 
 
 
 
 
 
(1) Removed properties subject to special servicer oversight.







15



Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
Lease Activity
 
TPGI's Share
 
For the Three Months Ended
 
June 30, 2013
 
March 31, 2013
 
December 31, 2012
 
September 30, 2012
 
June 30, 2012
Retention (square feet):
 
 
 
 
 
 
 
 
 
Retained tenants
156,693

 
12,743

 
67,564

 
59,147

 
63,226

Leases expired and terminated
210,757

 
91,020

 
108,250

 
101,973

 
106,563

Retention %
74.3
 %
 
14.0
%
 
62.4
 %
 
58.0
 %
 
59.3
%
 
 
 
 
 
 
 
 
 
 
All Leases Signed (square feet)
286,712

 
45,356

 
208,223

 
182,528

 
78,378

Weighted Average Lease Term (years):
7.4

 
5.6

 
7.4

 
7.6

 
7.8

Weighted Average Free Rent Term (months):
3.2

 
3.5

 
2.5

 
4.7

 
4.2

Total Capital Costs Committed (per square foot per lease year) (1):
 
 
 
 
 
 
 
 
 
New leases
$
5.67

 
$
6.99

 
$
5.85

 
$
6.92

 
$
5.16

Renewals
$
2.69

 
$
4.37

 
$
3.42

 
$
1.73

 
$
2.47

Combined
$
3.93

 
$
6.34

 
$
4.79

 
$
6.20

 
$
3.32

 
 
 
 
 
 
 
 
 
 
Quarterly Leasing Spread (square feet):
 
 
 
 
 
 
 
 
 
New leases
100,435

 
25,543

 
78,469

 
61,488

 
17,333

Renewals
152,356

 
12,405

 
63,082

 
32,637

 
56,866

Total Leases Subject to Comparison (square feet)
252,791

 
37,948

 
141,551

 
94,125

 
74,199

 
 
 
 
 
 
 
 
 
 
New Leases/Expansions:
 
 
 
 
 
 
 
 
 
Expiring Cash Rental Rate
$
22.03

 
$
20.31

 
$
18.52

 
$
21.38

 
$
17.73

Initial Cash Rental Rate
$
19.65

 
$
20.83

 
$
17.48

 
$
20.21

 
$
21.61

Increase (decrease) %
(10.8
)%
 
2.6
%
 
(5.6
)%
 
(5.5
)%
 
21.9
%
 
 
 
 
 
 
 
 
 
 
Expiring GAAP Rental Rate
$
19.69

 
$
19.72

 
$
17.05

 
$
19.82

 
$
16.66

New GAAP Rental Rate
$
20.68

 
$
21.36

 
$
18.55

 
$
21.84

 
$
22.36

Increase (decrease) %
5.0
 %
 
8.3
%
 
8.8
 %
 
10.2
 %
 
34.2
%
 
 
 
 
 
 
 
 
 
 
Renewals of Existing Leased Space:
 
 
 
 
 
 
 
 
 
Expiring Cash Rental Rate
$
17.54

 
$
15.92

 
$
15.64

 
$
16.63

 
$
14.91

Initial Cash Rental Rate
$
17.57

 
$
24.73

 
$
18.52

 
$
21.60

 
$
15.36

Increase (decrease) %
0.2
 %
 
55.3
%
 
18.4
 %
 
29.9
 %
 
3.0
%
 
 
 
 
 
 
 
 
 
 
Expiring GAAP Rental Rate
$
16.80

 
$
15.72

 
$
16.40

 
$
15.75

 
$
13.88

New GAAP Rental Rate
$
19.40

 
$
25.06

 
$
23.46

 
$
22.45

 
$
16.61

Increase (decrease) %
15.5
 %
 
59.4
%
 
43.0
 %
 
42.5
 %
 
19.7
%
 
 
 
 
 
 
 
 
 
 
Combined:
 
 
 
 
 
 
 
 
 
Expiring Cash Rental Rate
$
19.32

 
$
18.88

 
$
17.22

 
$
19.71

 
$
15.56

Initial Cash Rental Rate
$
18.40

 
$
22.10

 
$
17.94

 
$
20.69

 
$
16.82

Increase (decrease) %
(4.8
)%
 
17.1
%
 
4.2
 %
 
5.0
 %
 
8.1
%
 
 
 
 
 
 
 
 
 
 
Expiring GAAP Rental Rate
$
17.94

 
$
18.41

 
$
16.75

 
$
18.39

 
$
14.52

New GAAP Rental Rate
$
19.91

 
$
22.57

 
$
20.74

 
$
22.05

 
$
17.95

Increase (decrease) %
11.0
 %
 
22.6
%
 
23.8
 %
 
19.9
 %
 
23.6
%
(1) Includes tenant improvements and leasing commissions.

16



Thomas Properties Group, Inc.
Supplemental Financial Information
PORTFOLIO DATA - CONTINUED
 ($ in thousands except for average amounts)
Our Development Properties
 
 
 
 
 
 
 
 
 
 
Entitlements
 
TPGI's Share as of June 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
 
25

 
9.9

 
Office/ Retail/ Residential
 
500,000

 
Entitled
 
1,520

 
12.16

(2)

 
 
 
 
 
 
 
 
 
 
980,000

 
 
 
$
7,850

 
$
12.66

 


Condominium Units Held for Sale
 
As of June 30, 2013
 
 
Location
 
TPGI's Percentage Interest (3)
 
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 (4)
 
Total Square Feet Remaining To Be Sold
 
List Price Per Square Foot to Be Sold (5)
 
Book Carrying Value
 
Loan Balance (6)
Murano
 
Philadelphia, PA
 
73%
 
43-story for-sale condominium project containing 302 units. Certificates of occupancy received for 100% of units
 
261
 
294,566
 
$521
 
41
 
56,764
 
$474 to $1,236
 
$
32,095

 
$
481


(1)
Inclusive of capitalized interest.

(2)
Average cost per square foot for CityWestPlace land is based on total costs incurred to date of $6.1 million, including TPGI's share of $1.5 million.

(3)
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%. After full repayment of the Murano mortgage loan, which occurred on July 23, 2013, net proceeds from the project will be 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.

(4)
Of the 41 units remaining to sell as of June 30, 2013, 39 units are on high-rise floors with superior views. Subsequent to June 30, 2013, we closed the sales of four units, which reduced the number of units remaining to be sold to 37, and four units remain under contract, which if they close, will bring the number of units remaining to be sold to 33.

(5)
The average list price per square foot is $712.

(6)
This loan was paid off subsequent to June 30, 2013.

17



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

  
84.3

 
2002
Total/Weighted Average
 
1,879,618

  
94.1
%
 
 



18



Thomas Properties Group, Inc.
Supplemental Financial Information
DEBT SUMMARY
(in thousands)  
 
 
As of June 30, 2013
Mortgages Loans
 
Interest
Rate

 
Principal
Amount
 
TPGI's Share
of Principal
Amount
 
Maturity
Date
 
Maturity Date
at End of
Extension Options
2013 Maturity Date at End of Extension Options
 
 
 
 
 
 
 
 
 
 
Murano mortgage loan (1)
 
4.00
%
 
$
481

 
$
481

  
12/15/2013
 
12/15/2013
2015 Maturity Date at End of Extension Options
 
 
 
 
 
 
 
 
 
 
Four Points Centre (2)
 
3.75
%
 
23,276

 
23,276

  
7/31/2014
 
7/31/2015
2016 Maturity Date at End of Extension Options
 
 
 
 
 
 
 
 
City National Plaza - note payable to former partner
 
5.75
%
 
500

 
40

  
1/4/2016
 
1/4/2016
One Commerce Square
 
5.67
%
 
125,981

 
94,486

  
1/6/2016
 
1/6/2016
CityWestPlace (Buildings I & II)
 
6.16
%
 
118,394

 
29,599

  
7/6/2016
 
7/6/2016
 
 
 
 
244,875

 
124,125

 
 
 
 
2017 Maturity Date at End of Extension Options
 
 
 
 
 
 
 
 
Frost Bank Tower
 
6.06
%
 
150,000

 
50,000

  
6/11/2017
 
6/11/2017
One Congress Plaza
 
6.08
%
 
128,000

 
42,666

  
6/11/2017
 
6/11/2017
300 West 6th Street
 
6.01
%
 
127,000

 
42,333

  
6/11/2017
 
6/11/2017
One American Center
 
6.03
%
 
120,000

 
40,000

  
6/11/2017
 
6/11/2017
San Jacinto Center
 
6.05
%
 
101,000

 
33,666

  
6/11/2017
 
6/11/2017
 
 
 
 
626,000

 
208,665

 
 
 
 
2018 and Thereafter- Maturity Date at End of Extension Options
 
 
 
 
 
 
 
 
San Felipe Plaza
 
4.78
%
 
110,000

 
27,500

  
12/1/2018
 
12/1/2018
CityWestPlace (Buildings III & IV)
 
5.03
%
 
94,078

  
23,520

 
3/5/2020
 
3/5/2020
City National Plaza - senior mortgage loan 
 
5.90
%
 
350,000

 
27,781

  
7/1/2020
 
7/1/2020
Two Commerce Square (3)
 
3.96
%
 
112,000

 
84,000

  
4/5/2023
 
4/5/2023
 
 
666,078

 
162,801

  
 
 
 
Total
 
$
1,560,710

 
$
519,348

  
 
 
 
Weighted average interest rate at June 30, 2013
 
5.66
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans on Properties Subject to Special Servicer Oversight:
 
 
 
 
 
 
 
 
Fair Oaks Plaza (4)
 
5.52
%
 
$
44,300

 
$
11,075

  
2/9/2017
 
2/9/2017
Reflections I (5)
 
5.23
%
 
20,484

 
5,121

  
4/1/2015
 
4/1/2015
Reflections II (5)
 
5.22
%
 
8,533

 
2,133

  
4/1/2015
 
4/1/2015
Total properties subject to special servicer oversight
 
$
73,317

 
$
18,329

 
 
 
 
Footnotes on following page.

19



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 Murano loan bears interest at the one-month LIBOR plus 3.75% and was scheduled to mature on December 15, 2013. The loan balance was paid off in full on July 23, 2013.

(2)
The Four Points Centre loan bears interest at LIBOR plus 3.50%. As of June 30, 2013, the loan has an unfunded balance of $0.5 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. 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 June 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 $10.8 million as of June 30, 2013. We have agreed to certain financial covenants on this loan as the guarantor, which we were in compliance with as of June 30, 2013.

(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.

(4)
The borrower under the mortgage loan secured by this property did not make the debt service payment due July 9, 2013. The loan has been assigned to a special servicer. The special servicer issued a notice of default and has instituted cash management procedures to establish a restricted account. We are engaged in initial discussions with the special servicer regarding possible resolutions. The default interest rate is 10.52%. TPG's equity investment balance in this unconsolidated property is a deficit balance of approximately $1.2 million.

(5)
The borrower under mortgage loans secured by these properties ceased making debt service payments in February 2013. The special servicer has issued notices of default, but has not taken any further action in response. TPG is in discussions with the special servicer regarding possible resolutions of these loans. The borrowers are accruing interest on these loans at a default rate, which is 10.23% per annum for Reflections I and 10.22% per annum for Reflections II since March 2013. On a net basis, TPG's equity investment balance in these properties is not material.



20



Thomas Properties Group, Inc.
Supplemental Financial Information
CAPITAL STRUCTURE
(in thousands, except share data)
The following is the capital structure of TPGI as of June 30, 2013:

         
Debt
 
 
 
Aggregate
Principal
Mortgage loans
 
$
261,738

Company share of unconsolidated debt
 
317,896

Company share of unconsolidated debt subject to special servicer oversight
 
18,329

Total combined debt
 
$
597,963

 
 
 
 
 
Equity
 
Shares/Units
Outstanding
 
Market Value (1)
Common stock
 
46,969,703

  
$
248,939

Operating partnership units (2)
 
11,871,049

  
62,917

Total common equity
 
58,840,752

  
$
311,856

Total consolidated market capitalization
 
$
573,594

Total combined market capitalization (3)
 
$
909,819




(1)
Based on the closing price of $5.30 per share of TPGI common stock on June 30, 2013.
(2)
Includes operating partnership units and incentive units as of June 30, 2013.
(3)
Includes TPGI's share of debt of unconsolidated real estate entities.


21



Thomas Properties Group, Inc.
Supplemental Financial Information
OTHER INFORMATION
Principal Corporate Office
Thomas Properties Group, Inc.
515 South Flower Street
Sixth Floor
Los Angeles, CA 90071
Phone: (213) 613-1900
Fax: (213) 633-4760
www.tpgre.com

The information contained on our website is not incorporated herein by reference and does not constitute a part of this supplemental financial information.
 
Investor Relations
 
Transfer Agent and Registrar
 
Stock Market Listing
Diana M. Laing
 
Computershare Trust Company
 
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


22