Thomas Properties Group, Inc. (NYSE: TPGI) reported today the
results of operations for the quarter ended September 30,
2013.
The results of operations presented in this release include
TPGI’s results of operations for three and nine months ended
September 30, 2013 and 2012. Consolidated net income for the three
months ended September 30, 2013 was $80.3 million or $1.71 per
share compared to consolidated net loss of $4.1 million or $0.09
per share for the three months ended September 30, 2012.
Consolidated net income for the nine months ended September 30,
2013 was $65.8 million or $1.40 per share compared to consolidated
net loss of $12.0 million or $0.30 per share for the nine months
ended September 30, 2012. The increase in the consolidated net
income during the three and nine months ended September 30, 2013
compared to the same periods ending September 30, 2012, was
primarily due to a $118.2 million gain associated with the
liquidation of our TPG/CalSTRS, LLC joint venture in which we
transferred our interest in City National Plaza to our venture
partner, and acquired our venture partner’s 75% interest in San
Felipe Plaza and CityWestPlace resulting in our sole ownership of
these two projects in Houston, Texas.
TPGI's share of after tax cash flow (“ATCF”) for the three
months ended September 30, 2013 was a loss of $1.4 million or $0.03
per share compared to ATCF of $1.3 million or $0.03 per share for
the three months ended September 30, 2012. The $0.06 decrease in
ATCF per share for the three months ended September 30, 2013
compared to the three months ended September 30, 2012 was primarily
due to our decreased share of ATCF from the Austin properties.
TPGI's share of ATCF for the nine months ended September 30, 2013
was $0.2 million or $0.00 per share compared to ATCF of $3.4
million or $0.08 per share for the nine months ended September 30,
2012. The decrease in ATCF per share for the nine months ended
September 30, 2013 compared to the nine months ended September 30,
2012 was primarily the result of our decreased share of ATCF from
the Austin properties and the increased number of shares of our
common stock outstanding resulting from the issuance of common
stock in 2012. The Company defines ATCF (a non-GAAP financial
measure) as net income (loss) excluding the following items:
noncontrolling interests, deferred income tax expense (benefit),
non-cash charges for depreciation and amortization and asset
impairment, amortization of loan costs, non-cash compensation
expense, adjustments to recognize rental revenues using the
straight-line method, adjustments to rental revenue to reflect the
fair market value of rents, impairment loss, gain on liquidation of
joint venture, and gain (loss) on sale of real estate. ATCF is
further described in note (a) and reconciled to net income (loss)
in the financial statements below.
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.
Supplemental Materials
The Company publishes a Supplemental Financial Information
package which is available at www.tpgre.com in the Investor
Relations tab, Supplemental Financial Information section.
About Thomas Properties Group, Inc.
Thomas Properties Group, Inc., with headquarters in Los Angeles,
is a full-service real estate company that owns, acquires, develops
and manages primarily office, as well as mixed-use properties on a
nationwide basis. The Company’s primary areas of focus are the
acquisition and ownership of interests in premier office
properties, property development and redevelopment, and property
and investment management activities. For more information on
Thomas Properties Group, Inc., visit www.tpgre.com.
Additional Information about the Proposed 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.
Forward Looking Statements
Statements made in this press release that are not historical
may contain forward-looking statements. Although TPGI believes the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, these statements are subject to numerous
risks and uncertainties. Factors that could cause actual results to
differ materially from TPGI’s expectations include actual and
perceived trends in various national and economic conditions that
affect global and regional markets for commercial real estate
services (including interest rates), the availability of debt and
equity investors to finance commercial real estate transactions,
our ability to enter into or renew leases at favorable rates, which
can be impacted by the financial condition of our tenants, risks
associated with the success of our development and property
redevelopment projects, general volatility in the securities and
credit markets, and the impact of tax laws affecting real estate.
For a discussion of some of the factors that may cause our results
to differ from management’s expectations, see the information under
the captions “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our
Form 10-K for the year ended December 31, 2012 and our
subsequent Form 10-Q quarterly reports, each of which is filed with
the Securities and Exchange Commission. TPGI disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
THOMAS PROPERTIES GROUP, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share
data)
(unaudited)
Three months ended
Nine months ended
September 30,
September 30,
2013
2012
2013 2012 Revenues: Rental $ 8,165 $
7,813 $ 23,464 $ 23,343 Tenant reimbursements 5,423 5,344 16,392
15,746 Parking and other 769 786 2,977 2,271
Investment advisory, management, leasing
and development services
998 1,005 2,526 2,669
Investment advisory, management, leasing
and development services - unconsolidated real estate entities
4,114 3,588 10,396 11,909 Reimbursement of property personnel costs
846 1,273 2,879 4,140 Condominium sales 3,630 2,302
11,423 4,266 Total revenues 23,945 22,111
70,057 64,344 Expenses: Property operating and
maintenance 6,421 6,183 19,544 18,198 Real estate and other taxes
2,003 1,742 5,940 5,627 Investment advisory, management, leasing
and development services 2,968 2,634 7,176 8,628 Reimbursable
property personnel costs 846 1,273 2,879 4,140 Cost of condominium
sales 2,985 1,858 9,396 3,251 Interest 3,350 4,205 10,594 12,659
Depreciation and amortization 3,738 4,120 11,850 11,782 General and
administrative 7,603 3,893 20,083 13,024 Impairment loss — —
753 — Total expenses 29,914 25,908
88,215 77,309 Interest income 66 39 180 52
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 ) — Gain on liquidation of joint venture 118,201
— 118,201 — 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 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
Partners in consolidated real estate entities 355 (198 )
1,119 (668 ) (22,177 ) 1,028 (17,702 ) 3,149
TPGI's share of net income (loss) $ 80,281 $ (4,085 ) $
65,761 $ (12,009 ) Income (loss) per share - basic and
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 Weighted
average common shares - diluted 46,884,429 45,517,207 46,752,071
40,301,224 Reconciliation of net income (loss) to ATCF (a):
Net income (loss) $ 80,281 $ (4,085 ) $ 65,761 $ (12,009 )
Adjustments: Income tax (benefit) provision 7,987 (442 ) 8,027 (368
) Noncontrolling interests - unitholders in the Operating
Partnership 22,532 (1,226 ) 18,821 (3,817 ) Depreciation and
amortization 3,738 4,120 11,850 11,782 Amortization of loan costs
143 120 416 440 Non-cash compensation expense 558 324 1,815 1,235
Straight-line rent adjustments (1,078 ) 59 (1,110 ) (296 )
Adjustments to reflect the fair market value of rent 33 12 115 31
Impairment loss — — 753 — (Gain) loss on sale of real estate 8 —
566 — Gain on liquidation of joint venture (118,201 ) — (118,201 )
— Unconsolidated real estate entities at TPGI's share: Depreciation
and amortization 5,223 1,103 16,442 2,306 Depreciation and
amortization from discontinued operations 1,822 1,914 5,560 5,687
Amortization of loan costs (84 ) 8 (251 ) 34 Amortization of loan
costs from discontinued operations 28 54 85 195 Straight-line rent
adjustments (531 ) (141 ) (2,012 ) (197 )
Straight-line rent adjustments from
discontinued operations
133 30 221 59 Adjustments to reflect the fair market value of rent
(819 ) (100 ) (2,548 ) (379 )
Adjustments to reflect the fair market
value of rent from discontinued operations
(65 ) (77 ) (188 ) (241 )
(Gain) loss on sale of real estate
discontinued operations
(2,192 ) — (2,192 ) — Noncontrolling interests' share: Depreciation
and amortization (1,754 ) (201 ) (5,582 ) (201 ) Depreciation and
amortization from discontinued operations — (23 ) (86 ) (23 )
Amortization of loan costs 28 — 84 — Straight-line rent adjustments
177 31 671 31 Straight-line rent adjustments from discontinued
operations — 3 10 3 Adjustments to reflect the fair market value of
rent 273 — 849 —
Adjustments to reflect the fair market
value of rent from discontinued operations
— — (4 ) — ATCF before income taxes $ (1,760 )
$ 1,483 $ (128 ) $ 4,272 TPGI's share of ATCF before
income taxes (b) $ (1,405 ) $ 1,164 $ (102 ) $ 3,265 TPGI's income
tax benefit (expense) - current (23 ) 144 (63 ) 108
TPGI's share of ATCF $ (1,428 ) $ 1,308 $ (165 ) $ 3,373
ATCF per share - basic $ (0.03 ) $ 0.03 $ — $
0.08 ATCF per share - diluted $ (0.03 ) $ 0.03 $ —
$ 0.08 Dividends paid per share $ 0.02 $ 0.015
$ 0.06 $ 0.045 Weighted average common shares
- basic 46,610,859 45,517,207 46,484,165
40,301,224 Weighted average common shares - diluted
46,884,429 45,902,063 46,752,071 40,668,418
a. ATCF is a non-GAAP
financial measure and may not be directly comparable to
similarly-titled measures reported by other companies. 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 and 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 adjustment to
rental revenue to reflect the fair market value of rents; 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).
b. Based on an interest in our operating partnership of
79.83% and 79.68% for the three and nine months ended September 30,
2013, respectively, and 78.56% and 76.43% for the three and nine
months ended September 30, 2012, respectively.
THOMAS PROPERTIES GROUP, INC. AND
SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
September 30, December
31, 2013 2012 (unaudited) (audited)
ASSETS
Investments in real estate: Operating properties, net $ 826,688 $
267,798 Land improvements—development properties, net 15,431
6,403 Investments in real estate, net 842,119 274,201
Condominium units held for sale 29,388 37,891 Investments in
unconsolidated real estate entities 66,308 106,210 Cash and cash
equivalents, unrestricted 62,274 76,837 Restricted cash 8,794
11,463 Marketable securities 9,160 — Rents and other receivables,
net 1,858 1,825 Receivables from unconsolidated real estate
entities 1,373 2,347 Deferred rents 22,013 18,994 Deferred leasing
and loan costs, net 60,211 10,716 Other assets, net 25,768 10,222
Assets associated with land held for sale — 60,286
Total assets $ 1,129,266 $ 610,992
LIABILITIES AND
EQUITY Liabilities: Mortgage loans $ 595,538 $ 259,995
Unsecured loan 80,000 — Accounts payable and other liabilities, net
79,455 28,346 Losses and distributions in excess of investments in
unconsolidated real estate entities 276 10,084 Prepaid rent 7,118
1,784 Deferred revenue 10,950 10,566 Obligations associated with
land held for sale — 21,380 Total liabilities 773,337
332,155 Equity: Stockholders’ equity:
Preferred stock, $.01 par value,
25,000,000 shares authorized, none issued or outstanding as of
September 30, 2013 and December 31, 2012
— —
Common stock, $.01 par value, 225,000,000
shares authorized, 46,969,703 and 46,126,481 shares issued and
outstanding as September 30, 2013 of and December 31, 2012,
respectively
470 461
Limited voting stock, $.01 par value,
20,000,000 shares authorized, 11,646,949 and 12,313,331 shares
issued and outstanding as of September 30, 2013 and December 31,
2012, respectively
116 123 Additional paid-in capital 261,893 258,780 Retained deficit
and dividends (20,798 ) (83,635 ) Total stockholders’ equity
241,681 175,729 Noncontrolling interests: Unitholders
in the Operating Partnership 60,096 44,154 Partners in consolidated
real estate entities 54,152 58,954 Total
noncontrolling interests 114,248 103,108 Total equity
355,929 278,837 Total liabilities and equity $
1,129,266 $ 610,992
Thomas Properties Group, Inc.Diana M. Laing, Chief Financial
Officer(213) 613-1900www.tpgre.com
Thomas Properties Grp., Inc. (NYSE:TPGI)
Historical Stock Chart
From Sep 2024 to Oct 2024
Thomas Properties Grp., Inc. (NYSE:TPGI)
Historical Stock Chart
From Oct 2023 to Oct 2024