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MPG > SEC Filings for MPG > Form 10-Q on 9-Nov-2012All Recent SEC Filings

Show all filings for MPG OFFICE TRUST, INC.

Form 10-Q for MPG OFFICE TRUST, INC.


9-Nov-2012

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

MPG OFFICE TRUST, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and the related notes thereto that appear in

Part I, Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q.

Overview and Background

We are a self-administered and self-managed real estate investment trust ("REIT"), and we operate as a REIT for federal income tax purposes. We are the largest owner and operator of Class A office properties in the Los Angeles Central Business District ("LACBD").

Through our controlling interest in MPG Office, L.P. (the "Operating Partnership"), of which we are the sole general partner and hold an approximate 99.7% interest, and the subsidiaries of our Operating Partnership, including MPG TRS Holdings, Inc., MPG TRS Holdings II, Inc., and MPG Office Trust Services, Inc. and its subsidiaries (collectively known as the "Services Companies"), we own, manage and lease real estate located primarily in the greater Los Angeles area of California. This real estate primarily consists of office properties, parking garages and land parcels.

As of September 30, 2012, our Operating Partnership indirectly owns whole or partial interests in 10 office properties, off-site parking garages, and on-site structured and surface parking (our "Total Portfolio"). We hold an approximate 99.7% interest in our Operating Partnership, and therefore do not completely own the Total Portfolio. Excluding the 80% interest that our Operating Partnership does not own in MPG Beacon Venture, LLC (the "joint venture"), our Operating Partnership's share of the Total Portfolio is 8.3 million square feet and is referred to as our "Effective Portfolio." Our Effective Portfolio represents our Operating Partnership's economic interest in the office properties and parking garages from which we derive our net income or loss, which we recognize in accordance with U.S. generally accepted accounting principles ("GAAP"). The aggregate square footage of our Effective Portfolio has not been reduced to reflect our limited partners' 0.3% share of our Operating Partnership.

Our property statistics as of September 30, 2012 are as follows:

                                 Number of                         Total Portfolio                       Effective Portfolio
                                                                        Parking                                 Parking
                                                          Square        Square       Parking      Square        Square       Parking
                          Properties       Buildings       Feet         Footage      Spaces        Feet         Footage      Spaces
LACBD                           6                 7     7,425,360     3,058,384       9,370     6,596,996     2,697,682       8,320
Other Properties                2                 5       519,789       416,290       1,285       258,561        83,258         257
Properties in Default           2                 2     1,488,125       888,168       1,958     1,488,125       888,168       1,958
                               10                14     9,433,274     4,362,842      12,613     8,343,682     3,669,108      10,535
Percentage Leased
LACBD                                                        78.7 %                                  79.1 %
Other Properties                                            100.0 %                                 100.0 %
Properties in Default                                        76.3 %                                  76.3 %

We directly manage the properties in our Total Portfolio through our Operating Partnership and/or our Services Companies, except for Two California Plaza and 3800 Chapman (each of which was in receivership as of September 30, 2012) and Cerritos Corporate Center (a joint venture property).


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MPG OFFICE TRUST, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

We receive income primarily from rental revenue (including tenant reimbursements) from our office properties, and to a lesser extent, from our on- and off-site parking garages. We receive income from the joint venture for providing management services for One California Plaza and leasing services for both joint venture properties.

Liquidity and Capital Resources

General

Our business requires continued access to adequate cash to fund our liquidity needs. Over the last several years, we have maintained our liquidity position through secured debt financings, cash-generating asset sales and asset dispositions at or below the debt in cooperation with our lenders, as well as reductions in leasing costs, discretionary capital expenditures, property operating expenses, and general and administrative expenses.

Sources and Uses of Liquidity

Our potential liquidity sources and uses are, among others, as follows:

                     Sources                                   Uses
        Unrestricted and restricted            Property operations and corporate
         cash;                                   expenses;
        Cash generated from operations;        Capital expenditures (including
                                                 commissions and tenant
                                                 improvements);
        Asset dispositions;                    Payments in connection with loans
                                                 (including debt service,
                                                 principal payment obligations and
                                                 payments to extend, refinance or
                                                 exit loans);
        Proceeds from public or private        Entitlement-related costs; and/or
         issuance of debt or equity
         securities;
        Cash generated from the                Distributions to common and
         contribution of existing assets         preferred stockholders and unit
         to joint ventures; and/or               holders.
        Proceeds from additional secured
         or unsecured debt financings.

Potential Sources of Liquidity-

We are working to address challenges to our liquidity position, particularly debt maturities, leasing costs and capital expenditures. We do not currently have committed sources of cash adequate to fund all of our potential needs, including 2013 debt maturities with respect to our US Bank Tower, KPMG Tower and 777 Tower mortgage loans. If we are unable to raise additional capital or sell assets, we may face challenges in repaying, extending or refinancing our existing debt, including our debt maturities at US Bank Tower, KPMG Tower and 777 Tower on favorable terms or at all, and we may be forced to give back one or more of these assets to the relevant mortgage lenders. While we believe that access to future sources of significant cash will be challenging, we believe that we will have access to some of the liquidity sources identified above, and that those sources will be sufficient to meet our near-term liquidity needs.

Our ability to sell our properties to raise capital is not assured. Companies known to be liquidating assets in order to fund liquidity needs may lose negotiation and pricing power. Accordingly, if we are forced to sell properties to meet our liquidity requirements, the sale prices may reflect discounts to fair value. We also believe that the concentration of our properties in downtown Los Angeles creates operating and leasing synergies that


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MPG OFFICE TRUST, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

enhance the value of our company. Selling properties on a one-off basis to fund liquidity needs, therefore, may diminish those synergies and decrease the value of our remaining portfolio of properties. Our tax basis in each of our properties is substantially less than the value of those properties and, in some cases, the amount of indebtedness encumbering those properties. Accordingly, asset sales may cause us to become liable for material taxes. Asset sales also could require us to incur potentially significant transaction expenses, even if our efforts to sell an asset are not successful. In addition, asset sales typically take significantly longer to complete than issuances of debt or equity securities, exposing us to additional market and economic risks.

Our ability to access the capital markets to raise capital is highly uncertain. Our substantial indebtedness may prevent us from being able to raise debt financing on acceptable terms, or at all. We believe we are unlikely to be able to raise equity capital in the capital markets.

Future sources of significant cash are essential to our liquidity and financial position, and if we are unable to generate adequate cash from these sources we will have liquidity-related problems and will be exposed to material risks. In addition, our inability to secure adequate sources of liquidity could lead to our eventual insolvency. For a further discussion of risks associated with (among other matters) loan defaults, economic conditions, our liquidity position and our substantial indebtedness, see Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q and Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 15, 2012.

Unrestricted and Restricted Cash-

A summary of our cash position as of September 30, 2012 is as follows (in
millions):

Unrestricted cash and cash equivalents                            $ 117.4
Restricted cash:
Leasing and capital expenditure reserves                             14.1
Tax, insurance and other working capital reserves                    15.3
Prepaid rent reserves                                                11.2
Collateral accounts                                                   0.6
Total restricted cash, excluding mortgages in default                41.2
Total restricted cash and unrestricted cash and cash equivalents,
   excluding mortgages in default                                   158.6
Restricted cash of mortgages in default                              31.8
                                                                  $ 190.4

The leasing and capital expenditure, tax, insurance and other working capital, and prepaid rent reserves are held in restricted accounts by our lenders in accordance with the terms of our mortgage loan agreements. The collateral accounts are held by our counterparties under other obligations.


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                             MPG OFFICE TRUST, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The following is a summary of our available leasing reserves (excluding
mortgages in default) as of September 30, 2012 (in millions):

                     Restricted
                   Cash Accounts
LACBD properties  $          12.4
Plaza Las Fuentes             0.1
                  $          12.5

Other than at KPMG Tower, the leasing reserves at our LACBD properties have been exhausted in large part, and future leasing costs will need to be funded primarily from property-generated cash flow.

Cash Generated from Operations-

Our cash generated from operations is primarily dependent upon (1) the occupancy level of our portfolio, (2) the rental rates achieved on our leases, and (3) the collectability of rent from our tenants. Net cash generated from operations is tied to our level of operating expenses and other general and administrative costs, described below under "-Potential Uses of Liquidity."

Occupancy levels. Our overall occupancy levels in the LACBD as of September 30, 2012 are lower than our year end 2011 levels. We expect our occupancy levels in 2013 to be flat or lower than current levels for the following reasons (among others):

We are experiencing aggressive competition from other property owners.

Some of our current tenants are downsizing their space upon renewal.

Our perceived liquidity challenges and recent loan defaults may have impacted potential tenants' willingness to enter into leases with us.

         Economic conditions and stock market volatility have resulted in some
          companies shifting to a more cautionary mode with respect to leasing
          office space.

Some of our current and potential tenants rely heavily on the availability of financing to support operating costs (including rent).

We face competition from high-quality sublease space, particularly in the LACBD.

For a discussion of other factors that may affect our ability to sustain or improve our occupancy levels, see Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q and Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 15, 2012.

Rental rates. Average asking rental rates in the LACBD were essentially flat during the nine months ended September 30, 2012. On average, our in-place rents are generally close to current market in the LACBD and above market at Plaza Las Fuentes. Because of economic volatility and uncertainty, rental rates may decline during 2013.


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MPG OFFICE TRUST, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Collectability of rent from our tenants. Our rental revenue depends on collecting rent from tenants, and in particular from our major tenants. As of September 30, 2012, our 20 largest tenants represented 55.0% of the LACBD's total annualized rental revenue. In the event of tenant defaults, we may experience delays in enforcing our rights as landlord and may incur substantial costs in pursuing legal possession of the tenant's space and recovery of any amounts due to us from the tenant. This is particularly true in the case of the bankruptcy or insolvency of a major tenant or where the Federal Deposit Insurance Corporation is acting as receiver.

Asset Dispositions-

During the past several years, we have systematically disposed of assets in order to (1) preserve cash, through the disposition of properties with current or projected negative cash flow and/or other potential near-term cash outlay requirements (including debt maturities) and (2) generate cash, through the disposition of strategically?identified non-core properties with positive equity value.

Cash-Preserving Dispositions-

During 2011, we disposed of development land and 1.7 million square feet of
office space. These transactions resulted in the elimination of $483.8 million
of debt and the generation of $20.3 million in net proceeds (after the repayment
of debt).

During the nine months ended September 30, 2012, we closed the following
cash-preserving transactions:

         On February 2, 2012, trustee sales were held with respect to 700 North
          Central and 801 North Brand as part of cooperative foreclosure
          proceedings. As a result of the foreclosures, we were relieved of the
          obligation to repay the $27.5 million mortgage loan secured by
          700 North Central and the $75.5 million mortgage loan secured by
          801 North Brand as well as accrued contractual and default interest on
          both loans. In addition, we received a general release of claims under
          the loan documents pursuant to previous in-place agreements with the
          special servicer.



         On April 19, 2012, we disposed of Brea Corporate Place and
          Brea Financial Commons ("Brea Campus") pursuant to a deed-in-lieu of
          foreclosure agreement. As a result, we were relieved of the obligation
          to repay the $109.0 million mortgage loan secured by these properties
          as well as accrued contractual interest on the mortgage loan. In
          addition, we received a general release of claims under the loan
          documents.


         On May 18, 2012, trustee sales were held with respect to Stadium Towers
          Plaza and an adjacent land parcel. As a result of the foreclosures, we
          were relieved of the obligation to repay the $100.0 million mortgage
          loan secured by the properties as well as accrued contractual and
          default interest on the mortgage loan. In addition, we received a
          general release of claims under the loan documents pursuant to a
          previous in-place agreement with the special servicer.



         On August 3, 2012, a trustee sale was held with respect to
          Glendale Center. As a result of the foreclosure, we were relieved of
          the obligation to repay the $125.0 million mortgage loan secured by the
          property as well as accrued contractual and default interest on the
          mortgage loan. In addition, we received a general release of claims
          under the loan documents pursuant to a previous in-place agreement with
          the special servicer.


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                             MPG OFFICE TRUST, INC.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

         On September 6, 2012, a trustee sale was held with respect to
          500 Orange Tower. As a result of the foreclosure, we were relieved of
          the obligation to repay the $110.0 million mortgage loan secured by the
          property as well as accrued contractual and default interest on the
          mortgage loan. In addition, we received a general release of claims
          under the loan documents pursuant to a previous in-place agreement with
          the special servicer.

We have exited, have entered into agreements to exit and may potentially exit additional non-core assets during the remainder of 2012 and 2013:

         On October 1, 2012, a trustee sale was held with respect to
          Two California Plaza. As a result of the foreclosure, we were relieved
          of the obligation to repay the $470.0 million mortgage loan secured by
          the property as well as accrued contractual and default interest on the
          mortgage loan. In addition, we received a general release of claims
          under the loan documents pursuant to a previous in-place agreement with
          the special servicer. See "Subsequent Event."



         We have entered into an agreement with the special servicer for
          3800 Chapman pursuant to which the Company will temporarily remain the
          title holder of the asset until it is transferred to another party or
          there is a completed foreclosure, with a definitive outside date of
          December 31, 2012, by which time we will cease to own the asset. We are
          not obligated to pay any amounts and are not subject to any liability
          or obligation in connection with our exit from the asset, other than to
          cooperate in the sale or other disposition. We will receive a general
          release of claims under the loan documents at the time of exit. Also
          pursuant to this agreement, our Operating Partnership received a
          release from all claims under the guaranty of partial payment.

Cash-Generating Dispositions-

During the nine months ended September 30, 2012, we closed the following
cash-generating transactions:

         On March 30, 2012, we sold our interests in Wells Fargo Center - Denver
          and San Diego Tech Center (both joint venture properties in which we
          owned a 20% interest) to affiliates of Beacon Capital Partners, LLC
          ("Beacon Capital"). In addition, we sold our development rights and an
          adjacent land parcel at San Diego Tech Center to Beacon Capital and
          received a payment in consideration for terminating our right to
          receive certain fees from the joint venture following the closing date.
          We received net proceeds from these transactions totaling approximately
          $45 million, which will be used for general corporate purposes.



         On May 25, 2012, we disposed of the City Tower development land. We
          received net proceeds of approximately $7 million, which will be used
          for general corporate purposes.



         On July 12, 2012, we sold our interest in Stadium Gateway (a joint
          venture property in which we owned a 20% interest). We received net
          proceeds of approximately $1 million, including reimbursement of loan
          reserves, which will be used for general corporate purposes.

We do not anticipate any substantial cash-generating dispositions in the near term, and we have a very limited number of assets remaining that could be sold to generate net cash proceeds. Although not currently contemplated, we currently believe that we could sell 777 Tower and the adjacent 755 South Figueroa land parcel to generate net cash proceeds. However, if we choose to pursue such a disposition, we cannot assure you that such a disposition could be completed in a timely manner or on terms acceptable to us.


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MPG OFFICE TRUST, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

In connection with our initial public offering, we agreed to indemnify Robert F. Maguire III and related entities and other contributors from all direct and indirect adverse tax consequences in the event that our Operating Partnership directly or indirectly sells, exchanges or otherwise disposes (including by way of merger, sale of assets, completion of a foreclosure or otherwise) of any portion of its interests in certain properties in a taxable transaction. Certain types of transactions, including but not limited to joint ventures and refinancings, can be structured to avoid triggering the tax indemnification obligations.

As a condition to the continuation of the tax indemnification period to its maximum length, Mr. Maguire and related entities must maintain ownership of noncontrolling common units (or shares of common stock received by Mr. Maguire and related entities in exchange for noncontrolling common units of our Operating Partnership in accordance with Section 8.6B of the Amended and Restated Agreement of Limited Partnership of MPG Office, L.P., as amended) of our Operating Partnership equal to 50% of the units received by them in the formation transactions. As of the measurement date, Mr. Maguire met the 50% ownership requirement and the tax indemnification periods were extended to June 27, 2013.

On July 23, 2012, we received notices from Mr. Maguire and related entities requesting the redemption of 3,975,707 noncontrolling common units. On July 24, 2012, we issued 3,975,707 shares of common stock in exchange for these units. At Mr. Maguire's request, we issued the common stock to a party not related to Mr. Maguire. The redemption of these units and subsequent issuance of the common stock to a party not related to Mr. Maguire causes Robert F. Maguire III and related entities to fall below the 50% ownership requirement set forth in his contribution agreement. As a result, all tax indemnification in favor of him and related entities, as well as all remaining limited partners, now expires on June 27, 2013. Therefore, pursuant to the terms of the contribution agreement, all restrictions on disposition relating to the following assets now expire on June 27, 2013: Gas Company Tower, US Bank Tower, KPMG Tower, Wells Fargo Tower and Plaza Las Fuentes.

Proceeds from Public or Private Issuance of Debt or Equity Securities-

Due to market conditions and our high leverage level, among other factors, it would be extremely difficult to raise cash through public or private issuance of debt or equity securities on favorable terms or at all. In the event of a successful issuance, existing equity holders would likely face substantial dilution.

Cash Generated from the Contribution of Existing Assets to Joint Ventures-

Although not currently planned or contemplated, in the long term we may seek to raise capital by contributing one or more of our existing assets to a joint venture with a third party. Investments in joint ventures are typically complicated and may, under certain circumstances, involve risks not present were a third party not involved. Our ability to successfully identify, negotiate and close joint venture transactions on acceptable terms or at all is highly uncertain in the current economic environment.

Proceeds from Additional Secured or Unsecured Debt Financings-

We do not currently have arrangements for any future secured financings and do not expect to obtain any secured debt financings in the near term that will generate net cash proceeds. We currently do not believe that we will be able to address challenges to our liquidity position (particularly debt maturities, leasing costs and capital expenditures) through future secured debt financings. Additionally, we do not believe that we will be able to obtain any significant unsecured financings on terms acceptable to us in the near future.


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MPG OFFICE TRUST, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Potential Uses of Liquidity-

The following are the projected uses, and some of the potential uses, of our cash in the near term. Because of the current uncertainty in the real estate market and the economy as a whole, there may be other uses of our cash that are unexpected (and that are not identified below).

Property Operations and Corporate Expenses-

Management is focused on a careful and efficient use of cash to fund property operating and corporate expenses. All of our business units underwent a thorough budgeting process in the fourth quarter of 2011 to allow for support of the Company's 2012 business plan, while preserving unrestricted cash. Management continues to look for opportunities to reduce general and administrative . . .

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