EX-99.1 2 mpg20120630ex991.htm EXHIBIT 99.1 MPG 2012.06.30 EX 99.1
Exhibit 99.1


MPG OFFICE TRUST REPORTS
SECOND QUARTER 2012 FINANCIAL RESULTS

LOS ANGELES, July 23, 2012 – MPG Office Trust, Inc. (NYSE: MPG), a Southern California-focused real estate investment trust, today reported results for the quarter ended June 30, 2012.

Significant Second Quarter Events
We had $193.8 million of cash as of June 30, 2012 (excluding restricted cash related to mortgages in default), of which $166.5 million was unrestricted and $27.3 million was restricted.

On April 10, 2012, Glendale Center was placed in receivership pursuant to an agreement with the special servicer that provides for a cooperative foreclosure and a general release of claims under the loan documents at the conclusion of the foreclosure process. The special servicer has commenced foreclosure proceedings.

On April 19, 2012, we disposed of Brea Corporate Place and Brea Financial Commons 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. 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 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 our previous in-place agreement with the special servicer.

On May 23, 2012, we entered into an agreement with the special servicer for Two California Plaza. A receiver had previously been put in place on March 23, 2012. Pursuant to this agreement, the Company will temporarily remain the title holder of the asset until Two California Plaza is transferred to another party or there is a completed foreclosure, with a definitive outside date of December 31, 2012, at which time the Company 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. In connection with this agreement, we paid $1.0 million to the special servicer related to certain historical operational liabilities.

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







On June 6, 2012, we entered into an agreement with the special servicer for 3800 Chapman and the asset was placed in receivership on June 13, 2012. Pursuant to this agreement, the Company will temporarily remain the title holder of the asset until 3800 Chapman is transferred to another party or there is a completed foreclosure, with a definitive outside date of December 31, 2012, at which time the Company 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 in return for a payment of $2.0 million.

Subsequent Events
On July 9, 2012, we extended the maturity date of the mortgage loan at KPMG Tower for an additional one year, to October 9, 2013. As part of the extension, we repaid $35.0 million of principal, which reduced the outstanding loan balance from $400.0 million to $365.0 million. Additionally, we funded a $5.0 million leasing reserve and agreed to a full cash sweep of excess operating cash flow beginning on September 9, 2012. Excess operating cash flow (cash flow after the funding of certain reserves, the payment of property operating expenses and the payment of debt service) will be applied to fund a $1.5 million capital expenditure reserve, to fund an additional $5.0 million into the leasing reserve, and thereafter, to reduce the outstanding principal balance of the loan.

The interest rate on the loan is LIBOR plus 1.65%. Beginning on October 10, 2012, the $321 million A‑Note will bear interest at LIBOR plus 3.00% and the $44 million B‑Note will bear interest at LIBOR plus 5.10%.

On July 12, 2012, we disposed of Stadium Gateway (a joint venture property) located in Anaheim, California. We received net proceeds from the transaction of approximately $1 million, including reimbursement of loan reserves.

Second Quarter 2012 Financial Results
Net income available to common stockholders for the quarter ended June 30, 2012 was $67.3 million, or $1.32 per share, compared to net income available to common stockholders of $118.4 million, or $2.42 per share, for the quarter ended June 30, 2011.

Our share of Funds from Operations (FFO) available to common stockholders for the quarter ended June 30, 2012 was $71.4 million, or $1.38 per diluted share, compared to $99.7 million, or $1.99 per diluted share, for the quarter ended June 30, 2011. Our share of FFO before specified items was ($11.1) million, or ($0.22) per share, for the quarter ended June 30, 2012 as compared to ($1.6) million, or ($0.03) per share, for the quarter ended June 30, 2011.

As of June 30, 2012, our office portfolio (excluding Properties in Default) was comprised of whole or partial interests in nine office properties totaling approximately 8.2 million net rentable square feet, and on- and off-site structured parking plus surface parking totaling approximately 3.5 million square feet, which accommodates approximately 11,000 vehicles.





We will host a conference call and audio webcast, both open to the general public, at 8:00 a.m. Pacific Time (11:00 a.m. Eastern Time) on Tuesday, July 24, 2012, to discuss the financial results of the second quarter and provide a company update. The conference call can be accessed by dialing (866) 394-8461 (Domestic) or (706) 758-3042 (International), ID number 10558085. The live conference call can be accessed via audio webcast at the Investor Relations section of our website, located at www.mpgoffice.com, or through Thomson Reuters at www.earnings.com. Our Supplemental Operating and Financial Data package is available at the Investor Relations section of our website, located at www.mpgoffice.com under “Financial Reports–Quarterly & Other Reports.”

A replay of the conference call will be available approximately two hours following the call through July 27, 2012. To access this replay, dial (855) 859-2056 (Domestic) or (404) 537-3406 (International). The required passcode for the replay is ID number 10558085. The replay can also be accessed via audio webcast at the Investor Relations section of our website, located at www.mpgoffice.com, or through Thomson Reuters at www.earnings.com.

About MPG Office Trust, Inc.
MPG Office Trust, Inc. is the largest owner and operator of Class A office properties in the Los Angeles Central Business District. MPG Office Trust, Inc. is a full-service real estate company with substantial in-house expertise and resources in property management, leasing and financing. For more information on MPG Office Trust, visit our website at www.mpgoffice.com.

Business Risks
This press release contains forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties include, without limitation: risks associated with our liquidity situation, including our failure to obtain additional capital or extend or refinance debt maturities; risks associated with our failure to reduce our significant level of indebtedness; risks associated with the timing and consequences of loan defaults and non-core asset dispositions; risks associated with our loan modification and asset disposition efforts, including potential tax ramifications; risks associated with our ability to dispose of properties with potential value above the debt, if and when we decide to do so, at prices or terms set by or acceptable to us; general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases at favorable rates, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate); risks associated with the continued disruption of credit markets or a global economic slowdown; risks associated with the potential loss of key personnel (most importantly, members of senior management); risks associated with joint ventures; risks associated with our failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended, and possible adverse changes in tax and environmental laws; and potential liability for uninsured losses and environmental contamination.





For a further list and description of such risks and uncertainties, see our Annual Report on Form 10-K filed on March 15, 2012 with the Securities and Exchange Commission. The Company does not update forward-looking statements and disclaims any intention or obligation to update or revise them, whether as a result of new information, future events or otherwise.
CONTACT:
MPG Office Trust, Inc.
 
Peggy Moretti
 
Executive Vice President, Investor and Public Relations
 
(213) 613-4558





MPG OFFICE TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

 
June 30, 2012
 
December 31, 2011
 
(Unaudited)
 
 
ASSETS
 
 
 
Investments in real estate
$
2,341,262

 
$
2,586,980

Less: accumulated depreciation
(640,368
)
 
(659,408
)
Investments in real estate, net
1,700,894

 
1,927,572

 
 
 
 
Cash and cash equivalents
166,486

 
117,969

Restricted cash
61,100

 
74,387

Rents and other receivables, net
5,942

 
4,796

Deferred rents
52,720

 
54,663

Deferred leasing costs and value of in-place leases, net
61,981

 
71,696

Deferred loan costs, net
7,322

 
10,056

Other assets
5,076

 
7,252

Assets associated with real estate held for sale

 
14,000

Total assets
$
2,061,521

 
$
2,282,391

 
 
 
 
LIABILITIES AND DEFICIT
 
 
 
Liabilities:
 
 
 
Mortgage loans
$
2,734,053

 
$
3,045,995

Accounts payable and other liabilities
130,599

 
140,212

Excess distributions received from unconsolidated joint venture
6,576

 

Acquired below-market leases, net
18,177

 
24,110

Total liabilities
2,889,405

 
3,210,317

 
 
 
 
Deficit:
 
 
 
Stockholders’ Deficit:
 
 
 
7.625% Series A Cumulative Redeemable Preferred Stock,
    $0.01 par value, $25.00 liquidation preference, 50,000,000 shares
    authorized; 9,730,370 shares issued and outstanding
    as of June 30, 2012 and December 31, 2011
97

 
97

Common stock, $0.01 par value, 100,000,000 shares authorized;
    51,907,635 and 50,752,941 shares issued and outstanding
    as of June 30, 2012 and December 31, 2011, respectively
519

 
508

Additional paid-in capital
701,988

 
703,436

Accumulated deficit and dividends
(1,424,027
)
 
(1,504,759
)
Accumulated other comprehensive loss
(7,320
)
 
(15,166
)
Total stockholders’ deficit
(728,743
)
 
(815,884
)
Noncontrolling Interests:
 
 
 
Accumulated deficit and dividends
(105,898
)
 
(118,049
)
Accumulated other comprehensive income
6,757

 
6,007

Total noncontrolling interests
(99,141
)
 
(112,042
)
Total deficit
(827,884
)
 
(927,926
)
Total liabilities and deficit
$
2,061,521

 
$
2,282,391






MPG OFFICE TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except share and per share amounts)

 
For the Three Months Ended
 
For the Six Months Ended
 
June 30, 2012
 
June 30, 2011
 
June 30, 2012
 
June 30, 2011
Revenue:
 
 
 
 
 
 
 
Rental
$
41,549

 
$
45,415

 
$
83,576

 
$
91,021

Tenant reimbursements
19,164

 
20,254

 
38,045

 
40,533

Parking
8,594

 
8,725

 
17,245

 
17,288

Management, leasing and development services
626

 
1,126

 
1,782

 
2,125

Interest and other
385

 
1,795

 
14,315

 
1,955

Total revenue
70,318

 
77,315

 
154,963

 
152,922

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Rental property operating and maintenance
18,574

 
18,514

 
35,925

 
36,029

Real estate taxes
6,432

 
6,606

 
12,936

 
13,240

Parking
2,185

 
2,160

 
4,287

 
4,567

General and administrative
6,189

 
5,308

 
11,860

 
11,999

Other expense
3,039

 
1,724

 
4,250

 
3,293

Depreciation and amortization
20,740

 
21,359

 
41,298

 
43,826

Impairment of long-lived assets

 

 
2,121

 

Interest
49,643

 
47,201

 
99,613

 
91,916

Loss from early extinguishment of debt

 
164

 

 
164

Total expenses
106,802

 
103,036

 
212,290

 
205,034

 
 
 
 
 
 
 
 
Loss from continuing operations before equity in
     net income (loss) of unconsolidated joint venture
(36,484
)
 
(25,721
)
 
(57,327
)
 
(52,112
)
Equity in net income (loss) of unconsolidated
     joint venture
45

 
(21
)
 
14,274

 
(333
)
Loss from continuing operations
(36,439
)
 
(25,742
)
 
(43,053
)
 
(52,445
)
 
 
 
 
 
 
 
 
Discontinued Operations:
 
 
 
 
 
 
 
Loss from discontinued operations before gains on
     settlement of debt and sale of real estate
(1,888
)
 
(27,063
)
 
(3,136
)
 
(40,347
)
Gains on settlement of debt
102,467

 
127,849

 
115,603

 
127,849

Gains on sale of real estate
16,032

 
63,629

 
21,224

 
63,629

Income from discontinued operations
116,611

 
164,415

 
133,691

 
151,131

 
 
 
 
 
 
 
 
Net income
80,172

 
138,673

 
90,638

 
98,686

Net (income) attributable to common
     units of our Operating Partnership
(8,222
)
 
(15,483
)
 
(8,879
)
 
(10,278
)
Net income attributable to
     MPG Office Trust, Inc.
71,950

 
123,190

 
81,759

 
88,408

Preferred stock dividends
(4,638
)
 
(4,766
)
 
(9,275
)
 
(9,532
)
Net income available to
     common stockholders
$
67,312

 
$
118,424

 
$
72,484

 
$
78,876

 
 
 
 
 
 
 
 
Basic income per common share:
 
 
 
 
 
 
 
Loss from continuing operations
$
(0.71
)
 
$
(0.55
)
 
$
(0.91
)
 
$
(1.12
)
Income from discontinued operations
2.03

 
2.97

 
2.33

 
2.73

Net income available to
     common stockholders per share
$
1.32

 
$
2.42

 
$
1.42

 
$
1.61

 
 
 
 
 
 
 
 
Weighted average number of common
     shares outstanding
51,285,961

 
49,040,268

 
51,170,071

 
49,028,693

 
 
 
 
 
 
 
 
Amounts attributable to MPG Office Trust, Inc.:
 
 
 
 
 
 
 
Loss from continuing operations
$
(31,969
)
 
$
(22,215
)
 
$
(37,315
)
 
$
(45,258
)
Income from discontinued operations
103,919

 
145,405

 
119,074

 
133,666

 
$
71,950

 
$
123,190

 
$
81,759

 
$
88,408






MPG OFFICE TRUST, INC.
FUNDS FROM OPERATIONS
(Unaudited; in thousands, except share and per share amounts)

 
For the Three Months Ended
 
For the Six Months Ended
 
June 30, 2012
 
June 30, 2011
 
June 30, 2012
 
June 30, 2011
Reconciliation of net income available to common
     stockholders to funds from operations:
 
 
 
 
 
 
 
Net income available to common stockholders
$
67,312

 
$
118,424

 
$
72,484

 
$
78,876

Add:
Depreciation and amortization of real estate assets
21,060

 
27,212

 
43,095

 
54,999

 
Depreciation and amortization of real estate assets –
     unconsolidated joint venture (a)
660

 
1,730

 
2,125

 
3,431

 
Impairment writedowns of depreciable real estate

 
13,888

 
2,121

 
13,888

 
Impairment writedown of depreciable real estate –
     unconsolidated joint venture (a)

 

 
2,176

 

 
Net income attributable to common units of our
     Operating Partnership
8,222

 
15,483

 
8,879

 
10,278

 
(Unallocated) allocated losses – unconsolidated
     joint venture (a)
(1,150
)
 
(374
)
 
1,380

 
(374
)
Deduct:
Gains on sale of real estate
16,032

 
63,629

 
21,224

 
63,629

 
Gain on sale of real estate – unconsolidated
     joint venture (a)

 

 
18,958

 

Funds from operations available to common
     stockholders and unit holders (FFO) (b)
$
80,072

 
$
112,734

 
$
92,078

 
$
97,469

Company share of FFO (c) (d)
$
71,357

 
$
99,699

 
$
82,010

 
$
86,209

FFO per share – basic
$
1.39

 
$
2.03

 
$
1.60

 
$
1.76

FFO per share – diluted
$
1.38

 
$
1.99

 
$
1.58

 
$
1.72

Weighted average number of common shares
     outstanding – basic
51,285,961

 
49,040,268

 
51,170,071

 
49,028,693

Weighted average number of common and common  
     equivalent shares outstanding – diluted
51,870,380

 
50,064,195

 
51,827,346

 
50,188,916

 
 
 
 
 
 
 
 
Reconciliation of FFO to FFO before specified items: (e)
 
 
 
 
 
 
 
FFO available to common stockholders and
     unit holders
$
80,072

 
$
112,734

 
$
92,078

 
$
97,469

Add:
Loss from early extinguishment of debt

 
399

 

 
399

 
Default interest accrued on mortgages in default
9,725

 
12,803

 
20,265

 
22,881

 
Writeoff of deferred financing costs related to
     mortgages in default
182

 
133

 
1,098

 
1,759

Deduct:
Gains on settlement of debt
102,467

 
127,849

 
115,603

 
127,849

 
Gain from early extinguishment of debt, net –
     unconsolidated joint venture (a)

 

 
188

 

FFO before specified items
$
(12,488
)
 
$
(1,780
)
 
$
(2,350
)
 
$
(5,341
)
Company share of FFO before specified items (c) (d)
$
(11,129
)
 
$
(1,574
)
 
$
(2,134
)
 
$
(4,721
)
FFO per share before specified items – basic
$
(0.22
)
 
$
(0.03
)
 
$
(0.04
)
 
$
(0.10
)
FFO per share before specified items – diluted
$
(0.22
)
 
$
(0.03
)
 
$
(0.04
)
 
$
(0.10
)
__________
(a)
Amount represents our 20% ownership interest in the unconsolidated joint venture.

(b)
Funds from operations, or FFO, is a widely recognized measure of REIT performance. We calculate FFO in accordance with the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. The White Paper defines FFO as net income or loss (as computed in accordance with U.S. generally accepted accounting principles, or GAAP), excluding extraordinary items (as defined by GAAP), gains from disposition of depreciable real estate and impairment writedowns of depreciable real estate, plus real estate-related depreciation and amortization (including capitalized leasing costs and tenant allowances or improvements). Adjustments for the unconsolidated joint venture are calculated to reflect FFO on the same basis.





The amounts shown in the table above will not agree to those previously reported for the three and six months ended June 30, 2011 due to recent clarifications by the Securities and Exchange Commission regarding NAREIT’s definition of FFO. In response to those clarifications, we have amended our calculation of FFO to exclude impairment writedowns of depreciable real estate from all periods presented.

Management uses FFO as a supplemental performance measure because, in excluding real estate-related depreciation and amortization, impairment writedowns of depreciable real estate and gains from disposition of depreciable real estate, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. Other Equity REITs may not calculate FFO in accordance with the NAREIT White Paper and, accordingly, our FFO may not be comparable to such other Equity REITs’ FFO. As a result, FFO should be considered only as a supplement to net income or loss as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to meet our cash needs, including our ability to pay dividends or make distributions. FFO also should not be used as a supplement to or substitute for cash flow from operating activities (as computed in accordance with GAAP).

(c)
Based on a weighted average interest in our Operating Partnership of approximately 89.1% and 88.4% for the three months ended June 30, 2012 and 2011, respectively.

(d)
Based on a weighted average interest in our Operating Partnership of approximately 88.9% and 88.4% for the six months ended June 30, 2012 and 2011, respectively.

(e)
Management also uses FFO before specified items as a supplemental performance measure because gains or losses from early extinguishment of debt, default interest and gains on settlement of debt create significant earnings volatility which in turn results in less comparability between reporting periods and less predictability regarding future earnings potential.

Losses from early extinguishment of debt represent costs to extinguish debt prior to the stated maturity and the writeoff of unamortized loan costs on the date of extinguishment, while gains from early extinguishment of debt result represent the writeoff of unamortized debt premium on the date of extinguishment. The decision to extinguish debt prior to its maturity generally results from (i) the early repayment of debt associated with properties disposed of or (ii) the restructuring or replacement of property-level financing to accommodate property dispositions. Consequently, management views these gains or losses as costs to complete the disposition of properties.

As of June 30, 2012, the mortgage loans on the following properties were in default: 500 Orange Tower and 3800 Chapman in Central Orange County, Two California Plaza in downtown Los Angeles, and Glendale Center in Glendale. We are accruing interest on the defaulted mortgage loans at the default rate per the applicable loan agreements. We have excluded default interest accrued on mortgages in default as well as the writeoff of deferred financing costs related to the mortgage loans on these properties from the calculation of FFO before specified items since these charges are a direct result of management’s decision to dispose of property other than by sale. Management views these charges as costs to complete the disposition of the related properties.

Management excludes gains on settlement of debt from the calculation of FFO before specified items because they relate to the financial statement impact of decisions made to dispose of property. These types of gains create volatility in our earnings and make it difficult for investors to determine the funds generated by our ongoing business operations.